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Earnings Per Share | 12 Months Ended
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Dec. 31, 2024
Earnings Per Share [Abstract] |
Earnings Per Share | Earnings Per Share The table below presents the Company’s treatment for basic and diluted earnings (loss) per share for instruments outstanding of the Company. Potentially dilutive instruments are only considered in the calculation to the extent they would be dilutive.
|  | For the Year Ended
|  | December 31, 2024 |  | December 31, 2023
|  | Basic |  | Diluted |  | Basic |  | Diluted
Class A Common Stock |  | Included |  | Included |  | Included |  | Included
Class B Common Stock (1) |  | Excluded |  | If-converted method |  | Excluded |  | If-converted method
Series A Preferred Stock (2) |  | Two-class method |  | More dilutive of two-class method or if-converted method |  | — |  | —
Series C Preferred Stock (3) |  | Two-class method |  | More dilutive of two-class method or if-converted method |  | — |  | —
Allianz Tranche Right (4) |  | Excluded |  | If-converted method |  | — |  | —
Warrants (5) |  | — |  | — |  | Excluded |  | Treasury stock method
Allianz and Constellation Warrants(6) |  | Excluded |  | Treasury stock method |  | — |  | —
Earn-Out Shares(7) |  | Excluded |  | Treasury stock method |  | Excluded |  | Treasury stock method
PW Deferred Consideration Shares(8) |  | Excluded |  | Treasury stock method |  | — |  | —
Acquisition-Related Awards(9) |  | Excluded |  | Treasury stock method |  | Excluded |  | Treasury stock method
Unvested RSUs |  | Excluded |  | Treasury stock method |  | Excluded |  | Treasury stock method
Unvested PRSUs (10) |  | Excluded |  | Treasury stock method |  | — |  | —
(1) The if-converted method for instruments related to the Company’s Business Combination and Envoi earn-out liability includes adding back to the numerator any related income or loss allocations to noncontrolling interest, as well as any incremental tax expense had the instruments converted into shares of Class A Common Stock as of the beginning of the period. For the years ended December 31, 2024 and December 31, 2023, no adjustments were made related to the Class B Common Stock. (2) On July 31, 2024, the Company issued shares of Series A Preferred Stock and warrants for shares of Class A Common Stock. The Series A Preferred Stock is entitled to participate in dividends declared on common stock on an as-converted basis. This participation right requires application of the two-class method to calculate basic earnings per share. The two-class method requires income available to common stockholders for the period to be allocated between all participating instruments based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic earnings per share is calculated using the proportion of net income available to be distributed to the common shareholders. Dilutive earnings per share is calculated using the more dilutive of the two-class method or the if-converted method. For the year ended December 31, 2024, the shares of Series A Preferred Stock were excluded from the Company’s diluted earnings per share calculation as the effects were determined to be anti-dilutive. (3) During the first quarter ended March 31, 2024, the Company issued shares of Series C Preferred Stock and warrants for shares of Class A Common Stock. The Series C Preferred Stock is entitled to participate in dividends declared on common stock on an as-converted basis. This participation right requires application of the two-class method to calculate basic earnings per share. The two-class method requires income available to common stockholders for the period to be allocated between all participating instruments based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic earnings per share is calculated using the proportion of net income available to be distributed to the common shareholders. Dilutive earnings per share is calculated using the more dilutive of the two-class method or the if-converted method. For the year ended December 31, 2024, the shares of Series C Preferred Stock were excluded from the Company’s diluted earnings per share calculation as the effects were determined to be anti-dilutive. (4) The Allianz Tranche Right was issued as part of the Allianz Transaction, which grants Allianz the right, but not the obligation, to purchase up to 50,000 additional shares of Series A Preferred Stock at an aggregate purchase price of up to $50 million. Any additional shares of Series A Preferred Stock issued to Allianz will abide under the same conditions and terms as under the Investment as described in Note 1 (Description of the Business). The Allianz Tranche Right is classified as a contingently convertible instrument and will be included in our diluted earnings per share if the right has been exercised within the reporting period. For the year ended December 31, 2024, no shares under the Allianz Tranche Right had been issued. (5) Prior to the Business Combination, the Company issued Warrants to purchase Class A Shares. As of June 30, 2023, all Warrants were exchanged for Class A Shares and none were outstanding as of December 31, 2023. (6) As mentioned in footnotes 2 and 3 above, the Company issued shares of Series A and C Preferred Stock in addition to warrants for Class A Shares. The warrants do not participate in dividends declared on common stock and are excluded from the calculation of basic earnings per share. Since the warrants are classified as a component of equity and can be exercised in exchange for Class A Shares, application of the treasury stock method for calculation of diluted earnings per share is applied. For the year ended December 31, 2024, the warrants were excluded from the Company’s diluted earnings per share calculation as the effects were determined to be anti-dilutive. (7) Earn-Out Shares are the portion of estimated contingent consideration related to our Business Combination, EEA earn-out liability, and Envoi growth-consideration liability that could be paid out in Class A Common Stock. Earn-Out Shares are excluded from the calculation of basic earnings per share if it’s determined that the contingency period has not been completed as of the current reporting period. The treasury stock method is applied for calculating diluted earnings per share since our Earn-Outs are classified as liabilities and remeasured at fair value each period and includes reversing the income statement effect of the fair value remeasurement for the period. See Note 3 (Business Combinations and Divestitures) for additional information related to our Earn-Outs. For the years ended December 31, 2024 and December 31, 2023, the Earn-Out Shares were excluded from the Company’s diluted earnings per share calculation as the effects were determined to be anti-dilutive. (8) PW Deferred Consideration Shares relate to the portion of deferred consideration payable in Class A Common Stock upon meeting certain revenue thresholds related to our PW acquisition. See Note 3 (Business Combinations and Divestitures) for additional information. For the year ended December 31, 2024, the PW Deferred Consideration Shares were excluded from the Company’s diluted earnings per share calculation as the effects were determined to be anti-dilutive. (9) Acquisition-Related Awards include the Holbein Earn-Ins, EEA Equity Awards, PW Equity Awards, and Envoi Equity Awards. As of December 31, 2024, the service periods related to the Holbein Earn-Ins, EEA Equity Awards, and PW Equity Awards had not been completed, and therefore such shares have not been included in the calculation of basic earnings (loss) per share for the years ended December 31, 2024 and December 31, 2023. In calculating the Company’s diluted earnings (loss) per share, the Company utilized the treasury stock method to determine the potential number of dilutive shares for the years ended December 31, 2024 and December 31, 2023 for the Acquisition-Related Awards. For the years ended December 31, 2024 and December 31, 2023, the Holbein Earn-In shares were excluded from the Company’s diluted earnings per share calculation as the Earn-In shares were classified as contingently issuable common shares. For the year ended December 31, 2024, the EEA Equity Awards, PW Equity Awards, and Envoi Equity Awards were excluded from the Company’s diluted earnings per share calculation as the effects were determined to be anti-dilutive.Refer to Note 5 (Equity-Based Compensation) for additional details for the Acquisition-Related Awards. (10) During the second quarter ended June 30, 2024, the Company granted PRSUs to selected members of AlTi’s executive team. Vesting of the PRSUs is based on meeting certain market conditions and the requisite service period. Unvested PRSUs would be excluded from Basic EPS calculation, but once vested, they would be included in the Basic EPS calculation. The PRSUs would be included in the computation of diluted EPS using the treasury stock method. Assumed proceeds under the treasury stock method consist of unamortized compensation cost. If dilutive, the unvested restricted stock would be considered outstanding as of the later of the beginning of the period or the grant date for diluted EPS computation purposes. If anti-dilutive, it should be excluded from the diluted EPS computation. For the year ended December 31, 2024, the PRSUs were excluded from the Company’s diluted earnings per share calculation as the effects were determined to be anti-dilutive. See discussion of PRSUs in Note 5 (Equity-Based Compensation). Basic earnings per share is computed by dividing income attributable to controlling interest by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per common share excludes potentially dilutive instruments which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share:
|  |  | For the Year Ended
(Dollars in Thousands, except share data) |  |  |  |  | December 31, 2024 |  | December 31, 2023
Net income (loss) attributable to controlling interest - basic and diluted |  |  |  |  | $ | (126,549) |  |  | $ | (165,584) |
Net income (loss) available to the Company - diluted |  |  |  |  | $ | (126,549) |  |  | $ | (165,584) |
Weighted-average shares of Class A Common Stock outstanding - basic |  |  |  |  | 79,692,659 |  | 61,396,692 |
Weighted-average shares of Class A Common Stock outstanding - diluted |  |  |  |  | 79,692,659 |  |  | 61,396,692 |
Income (loss) per Class A Common Stock - basic |  |  |  |  | $ | (1.59) |  |  | $ | (2.70) |
Income (loss) per Class A Common Stock - diluted |  |  |  |  | $ | (1.59) |  |  | $ | (2.70) |
The following table presents securities that would have been considered in the calculation of diluted earnings per share if the company had reported net income. As the company was in a net loss position, these securities were not evaluated for potential dilution:
|  |  | For the Year Ended |
|  |  |  |  | December 31, 2024 |  | December 31, 2023 |
Class B Common Stock and Class B Units |  |  |  |  | 48,352,620 |  | 40,668,662 |
Warrants |  |  |  |  | — |  | 4,992,813 |
Allianz and Constellation Warrants |  |  |  |  | 7,000,000 |  | — |
Earn-Outs |  |  |  |  | 12,583,106 |  | 10,396,318 |
Pointwise Deferred Consideration Shares |  |  |  |  | 829,657 |  | — |
Acquisition-Related Awards |  |  |  |  | 1,680,085 |  | — |
Stock Awards |  |  |  |  | 3,245,446 |  | 3,432,030 |

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