XML 36 R15.htm IDEA: XBRL DOCUMENT v3.25.4
Equity
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Equity Equity
The Company has one class of preferred stock authorized, three classes of common stock authorized: Class A common stock, Class B common stock and Class C common stock, and warrants. See Note 8 for additional information regarding the warrants. Holders of Class A common stock and Class C common stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law.
Preferred Stock
The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.0001 per share. Voting and other rights and preferences may be determined from time to time by the Company’s Board of Directors. As of December 31, 2025 and 2024, there were no shares of preferred stock issued or outstanding.
Class A Common Stock
Holders of Class A common stock are entitled to one vote for each share on all matters submitted to the stockholders for their vote or approval. Additionally, holders of shares of Class A common stock are entitled to receive dividends as and if declared by the Board of Directors out of legally available funds.
Class B Common Stock
Holders of Class B common stock are not entitled to any votes on any matter that is submitted to a vote by the Company’s stockholders, except as required by Delaware law. Delaware law would permit holders of Class B common stock to vote, with one vote per share, on a matter if it were to (i) change the par value of the Class B common stock or (ii) amend the Charter to alter the powers, preferences, or special rights of the Class B common stock as a whole in a way that would adversely affect the holders of Class B common stock. Holders of shares of Class B common stock are entitled to receive dividends as and if declared by the Board of Directors out of legally available funds. As of December 31, 2025 and 2024, there were no shares of Class B comm stock issued or outstanding.
Class C Common Stock
Holders of Class C common stock are entitled to carry up to 10 votes per share and represent no more than 75% of the voting power of the total voting stock. Holders of Class C common stock do not have any right to receive dividends other than stock dividends consisting of shares of Class C common stock, paid proportionally with respect to each outstanding share of Class C common stock.
Shares of Class C common stock are cancelled upon a sale or transfer of Class A common stock received as a result of any redemption or exchange of GCMH common units outstanding to any person that is not the Chairman of the Board and Chief Executive Officer of the Company or GCMH Equityholders (or affiliate or owner) as of November 17, 2020. Additionally, shares of Class C common stock are cancelled if there is a redemption or exchange of a common unit for cash.
The GCMH Equityholders may from time to time cause GCMH to redeem any or all of their GCMH common units in exchange, at the Company’s election, for either cash (based on the market price for a share of the Class A common stock) or shares of Class A common stock.
Shares of Class A common stock, Class B common stock and Class C common stock are not subject to any conversion right.
Shares of Common Stock Outstanding
The following table shows a rollforward of the common stock outstanding for the years ended December 31, 2025, 2024 and 2023:
Class A
common stock 		Class B
common stock 		Class C
common stock
December 31, 202241,806,215 — 144,235,246
Net shares delivered for vested RSUs1,746,537 — — 
Repurchase of Class A shares(564,189)— — 
December 31, 202342,988,563 — 144,235,246
Net shares delivered for vested RSUs1,910,683 — — 
December 31, 202444,899,246 — 144,235,246
Exercise of warrants10,417,322 — — 
Issuance of Class A common stock3,752,965 — — 
Net shares delivered for vested RSUs1,841,458 — — 
Exchange of Partnership units for Class A common stock and cancellation of Class C common stock2,569,415 — (2,569,415)
Repurchase of Class A shares(2,758,725)— — 
December 31, 202560,721,681 — 141,665,831 
During the year ended December 31, 2025, 10,410,334 public warrants were exercised resulting in $119.7 million of proceeds. There were no public warrants exercised during the year ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2025, 900,000 private warrants were exercised, resulting in the issuance of 6,988 shares of Class A common stock pursuant to the election of the cashless basis exercise. See Note 8 for additional information on the Company’s warrant activity.
During the year ended December 31, 2025, the Company entered into a Share Purchase Agreement with Sumitomo Mitsui Trust Bank, Limited (“SuMi Trust”) for the issuance and sale in a registered direct offering of 3,752,965 shares of the Company’s Class A common stock to SuMi Trust at an offering price of $13.322799 per share, which represented the 10-day volume-weighted average price of our Class A common stock ending March 31, 2025, for net proceeds of $49.8 million. The transaction was closed on April 22, 2025.
As of December 31, 2025, 365,304 RSUs were vested, but not yet delivered, and are therefore not yet included in outstanding Class A common stock. The delivery of vested RSUs will be reduced by the number of shares withheld to satisfy statutory withholding tax obligations, as well as RSUs that are settled in cash. See Note 12 for additional information on the Company’s RSUs.
During the year ended December 31, 2025, the Company exchanged 2,569,415 Partnership common units for 2,569,415 shares of Class A common stock to deliver in settlement of the vested GCMH Equityholders Awards. At the same time, 2,569,415 shares of Class C common stock were cancelled. This conversion did not result in any cash transferred. As of December 31, 2025, 4,400,000 GCMH Equityholders Awards were vested, but not yet delivered, and are therefore not yet included in outstanding Class A common stock. See Note 11 for additional information on the Company’s GCMH Equityholders Awards.
The Company records a reallocation adjustment between GCMG equity and Non-controlling interests in GCMH to reflect the impact of changes in economic ownership percentages during the respective period and adjust previously recorded equity transactions to the economic ownership percentage as of the end of each reporting period.
At-the-Market Equity Program

On November 17, 2025, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Morgan Stanley & Co. LLC (the “Agent”), pursuant to which the Company may issue and sell up to $100.0 million in shares of our Class A common stock through an at-the-market (“ATM”) equity program. Also on November 17, 2025, the Company filed a prospectus supplement relating to this ATM equity sales program concurrently.
The Company did not issue any shares under the ATM equity program during the year ended December 31, 2025.
Dividends
Dividends are reflected in the Consolidated Statements of Equity (Deficit) when declared by the Board of Directors. The table below summarizes dividends declared during 2025, 2024 and 2023:
Declaration Date Record Date Payment Date Dividend per Common Share
February 9, 2023March 1, 2023March 15, 2023$0.11 
May 9, 2023June 1, 2023June 15, 2023$0.11 
August 8, 2023September 1, 2023September 15, 2023$0.11 
November 7, 2023December 1, 2023December 15, 2023$0.11 
Total dividends paid per share, year ended December 31, 2023
$0.44 
February 8, 2024March 1, 2024March 15, 2024$0.11 
May 6, 2024June 3, 2024June 17, 2024$0.11 
August 7, 2024September 3, 2024September 17, 2024$0.11 
November 7, 2024December 2, 2024December 16, 2024$0.11 
Total dividends paid per share, year ended December 31, 2024
$0.44 
February 6, 2025March 3, 2025March 17, 2025$0.11 
May 5, 2025June 6, 2025June 16, 2025$0.11 
August 4, 2025September 2, 2025September 16, 2025$0.11 
October 14, 2025December 1, 2025December 15, 2025$0.12 
Total dividends paid per share, year ended December 31, 2025
$0.45 
Dividend equivalent payments of $3.4 million and $2.1 million were accrued for holders of undelivered RSUs as of December 31, 2025 and 2024, respectively. Distributions to partners represent distributions made to GCMH Equityholders.
Stock Repurchase Plan
On August 6, 2021, GCMG’s Board of Directors authorized a stock repurchase plan, which may be used to repurchase shares of the Company’s outstanding Class A common stock and, until November 17, 2025, warrants to purchase shares of Class A common stock. Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions, including with employees or otherwise, pursuant to the requirements of Rule 10b5-1 and Rule 10b-18 of the Exchange Act, as well as to retire (by cash settlement or the payment of tax withholding amounts upon net settlement) equity-based awards granted under our 2020 Incentive Award Plan, as amended and restated (and any successor plan thereto), with the terms and conditions of these repurchases depending on legal requirements, price, market and economic conditions and other factors. The Company is not obligated under the terms of the plan to repurchase any of its Class A common stock, the program has no expiration date, and the Company may suspend or terminate the program at any time without prior notice. Any shares of Class A common stock repurchased as part of this program will be canceled. GCMG’s Board of Directors has made subsequent increases to its original stock repurchase authorization amount for shares and, until November 17, 2025, warrants. As of December 31, 2024, the total authorization was $140 million, excluding fees and expenses. On February 6, 2025, GCMG’s Board of Directors increased the firm’s existing repurchase authorization by $50 million, from $140 million to $190 million. On August 4, 2025, GCMG’s Board of Directors further increased the firm’s existing repurchase authorization by $30 million, from $190 million to $220 million. On February 9, 2026, GCMG’s Board of Directors further increased the firm’s existing repurchase authorization by $35 million, from $220 million to $255 million.
The table below presents information about deemed repurchases for RSUs that were settled in cash and shares retired in connection with the net share settlement of equity-based awards. See Note 12 for additional information regarding RSUs.
Year Ended December 31,
202520242023
Deemed repurchases of Class A common stock2,032,080 3,510,2763,289,385
Average cost per deemed repurchase of Class A common stock$12.63 $9.44 $7.85 
Total cost of deemed repurchases$25,663 $33,152 $25,835 
The Company did not repurchase any public or private warrants during the years ended December 31, 2025, 2024 and 2023.
The table below presents information about Class A common stock repurchased on the open market.
Year Ended December 31,
202520242023
Class A common stock2,758,725— 564,189
Average cost per share$11.11 $— $7.94 
Total cost of Class A common stock repurchases$30,657 $— $4,478 
As of December 31, 2025, the Company had $55.7 million remaining under the stock repurchase plan.