On April 30, 2025 (the “Kontora Acquisition Date”), the Company acquired all of the outstanding ownership interests of Kontora Family Office GmbH (“Kontora”) (the “Kontora Acquisition”). Kontora is a multi-family office and asset management company headquartered in Hamburg, Germany, focused on UHNW families, entrepreneurs and select institutions. This acquisition expanded the Company’s presence in Europe through entry into the key wealth hub of Germany, which represents the third largest UHNW market in the world.

The Kontora Acquisition met the requirements to be considered a business combination under ASC 805. The assets acquired and liabilities assumed from Kontora reflect the fair market values, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements as of the Kontora Acquisition Date.

The Kontora Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $15.7 million. Included in the total purchase consideration is contingent consideration of $5.7 million, comprised of the Kontora earn-out liability, for which the Company may be required to make additional cash payments tied to certain revenue streams acquired in the Kontora Acquisition between the Closing Date and December 31, 2035. The contingent consideration was measured at fair value at the Kontora Acquisition Date and recorded within the Earn-out liabilities, at fair value line item in the Consolidated Statement of Financial Position. In addition to the contingent consideration, the Company may be required to make additional compensatory payments comprised of a combination of cash and equity at the Company’s option based on Kontora’s adjusted EBITDA. See Note 6 Equity-Based Compensation for additional details on the equity awards. The total purchase consideration is summarized below:


(Dollars in Thousands)	Kontora Acquisition Date Fair Value
Cash and cash equivalents	$	3,440
Fees receivable	2,702
Equity method investments	28
Intangible assets	14,075
Goodwill	981
Operating lease right-of-use assets	1,952
Deferred tax assets, net	1,451
Other assets, net	2,326
Total Assets Acquired	$	26,955
Accounts payable and accrued expenses	526
Accrued compensation and profit sharing	218
Debt, net of unamortized deferred financing cost	732
Operating lease liability	1,952
Deferred tax liability	4,774
Other liabilities, net	3,057
Total Liabilities Assumed	$	11,259
Total Assets Acquired and Liabilities Assumed	$	15,696

The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the Kontora Acquisition Date. During the year ended December 31, 2025, the Company made a measurement period adjustment to the purchase price allocation, which resulted in a decrease to intangible assets of $0.7 million, an increase to goodwill of $0.4 million, a decrease to deferred tax liability of $0.3 million, an increase to other assets, net of $24.0 thousand and a decrease to the purchase consideration of $10.0 thousand.At this time we do not expect any additional material adjustments to the above allocations. When the valuation is final, changes to the valuation of acquired assets and liabilities could result in adjustments to identified intangibles and goodwill.

With the exception of operating right-of-use assets and operating lease liabilities accounted for under ASC 842, Leases, in accordance with ASC 805, the assets and liabilities were recorded at their respective fair values as of April 30, 2025. The Company developed the fair value of intangible assets, which includes trade names, customer relationships, and licenses granted by the German Federal Financial Supervisory Authority. Various techniques were applied to derive the fair values of the intangible assets including, but not limited to, relief from royalty method, excess earnings method, replacement cost method, and a discounted cash flow approach.

For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the Kontora Acquisition, which does not qualify as a separately recognized intangible asset.

On July 1, 2024 (the “Envoi Acquisition Date”), the Company purchased substantially all of the assets of Envoi, pursuant to the terms of the asset purchase agreement by and among the Company and Envoi, as well as Envoi’s individual members (the “Envoi Acquisition”). Envoi is a private family office focused on multi-generational family wealth. The acquisition expanded the Company’s operations into the mid-West region of the United States.

The Envoi Acquisition met the requirements to be considered a business combination under ASC 805 and was accounted for using the acquisition method of accounting. The fair value of the total purchase consideration was $34.3 million, consisting of cash consideration of $25.3 million, and estimated contingent consideration of $9.0 million comprised of the Envoi earn-out liability and earn-out growth consideration liability. A portion of the contingent consideration will be used to establish a retention pool which is payable in a mixture of cash and equity to employees upon meeting certain revenue thresholds over a required service period. The portion of contingent consideration used to establish the retention pool is treated as compensation rather than consideration transferred. See Note 6 (Equity-Based Compensation) for further details about the related equity award. The amount of contingent consideration related to consideration transferred was measured at fair value at the acquisition date and recorded within the Earn-out liabilities, at fair value line item in the Consolidated Statement of Financial Position. The total purchase consideration is summarized below:


(Dollars in Thousands)	Envoi Acquisition Date Fair Value
Intangible assets	$	23,300
Goodwill	10,824
Operating lease right-of-use assets	196
Other assets	157
Total Assets Acquired	34,477
Accounts payable and accrued expenses	1
Operating lease liabilities	218
Total Liabilities Assumed	219
Total Assets Acquired and Liabilities Assumed	$	34,258

In accordance with ASC 805, the assets and liabilities were recorded at their respective fair values as of July 1, 2024. The fair value of intangible assets was determined using the multi-period excess earnings method. For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the business combination, which does not qualify as a separately recognized intangible asset. The goodwill resulting from this acquisition is expected to be deductible for tax purposes. The components of goodwill do not qualify as a separately recognized intangible asset.

On May 9, 2024 (the “PW Acquisition Date”), the Company acquired the remaining 50% of the issued and outstanding ownership and membership interest of PW, increasing its interest from 50% to 100% (the “PW Acquisition”). PW is a wealth management business based in the United Kingdom, focused on international clients. The acquisition further expanded the Company’s global client base.

The PW Acquisition met the requirements to be considered a business combination under ASC 805 and was accounted for using the acquisition method of accounting. The fair value of the total purchase consideration was $8.0 million, consisting of cash consideration, equity consideration, estimated deferred consideration, and the settlement of pre-existing relationships as summarized below:

The estimated deferred consideration of $3.4 million was paid in cash and equity during the first quarter ended March 31, 2025. An additional amount of $1.0 million was paid fully in cash rather than in equity to PW employees upon meeting certain performance milestones. This additional amount was determined to be compensation rather than consideration transferred.

At the PW Acquisition Date, as required by ASC 805, the Company’s existing 50% equity in PW, which was previously recognized as an equity method investment, was revalued to reflect the fair value at this date. The fair value of this existing equity method investment was $6.2 million, which was calculated as 50% of the fair value of PW total equity value, excluding the impact of any synergies or control premium that would be realized by a controlling interest.

The following table sets forth the final fair values of the assets acquired, and liabilities assumed in connection with the PW business combination:


(Dollars in Thousands)	PW Acquisition Date Fair Value
Cash and cash equivalents	$	269
Intangible assets	9,700
Goodwill	6,747
Other assets	20
Total Assets Acquired	16,736
Accounts payable and accrued expenses	589
Other liabilities	292
Deferred tax liability	1,749
Total Liabilities Assumed	$	2,630
Total Assets Acquired and Liabilities Assumed	$	14,106

The fair value of intangible assets was determined using the multi-period excess earnings method. Goodwill is comprised of expected synergies of the combined operations, including employees acquired in a business combination. The components of goodwill do not qualify as a separately recognized intangible asset.

On April 3, 2024 (the “EEA Acquisition Date”), the Company acquired all of the issued and outstanding ownership and membership interests of EEA pursuant to the terms of the purchase agreement between the Company and EEA Holding Company, LLC (the “EEA Acquisition”). EEA provides customized portfolios for a select number of ultra-high net worth families and foundations using an OCIO model. The acquisition expanded the Company’s footprint in the OCIO space.

The EEA Acquisition met the requirements to be considered a business combination under ASC 805 and was accounted for using the acquisition method of accounting. The fair value of the total purchase consideration transferred was $93.1 million, consisting of cash consideration of $69.0 million and contingent consideration of $23.3 million, for which the Company may be required to make additional cash payments contingent on the future EBITDA performance targets between the closing date and the fifth anniversary of the closing date. The contingent consideration was measured at fair value at the acquisition date and recorded within the Earn-out liabilities, at fair value line item in the Consolidated Statement of Financial Position.


(Dollars in Thousands)	EEA Acquisition Date Fair Value
Cash and cash equivalents	$	218
Management/advisory fees receivable	12
Intangible assets	62,700
Goodwill	30,094
Operating lease right-of-use assets	2,326
Other assets	1,181
Total Assets Acquired	96,531
Accounts payable and accrued expenses	79
Operating lease liabilities	2,326
Other liabilities	1,012
Total Liabilities Assumed	$	3,417
Total Assets Acquired and Liabilities Assumed	$	93,114

With the exception of operating right-of-use assets and operating lease liabilities accounted for under ASC 842, Leases, in accordance with ASC 805, the assets and liabilities were recorded at their respective fair values as of April 1, 2024. The Company developed the fair value of intangible assets, which includes trade names, customer relationships and developed technology, using various techniques including relief of royalty, excess earnings method, and a discounted cash flow approach. For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the business combination, which does not qualify as a separately recognized intangible asset.

The AWMS Acquisition met the requirements to be considered a business combination under ASC 805 and was accounted for using the acquisition method of accounting. The fair value of the total purchase consideration transferred was $16.8 million. The total purchase consideration transferred included cash consideration of $5.7 million, equity consideration of $1.5 million, deferred cash consideration of $6.7 million, earn-out consideration (“AWMS earn-out liability”) of $2.7 million, and the payment of assumed liabilities. Since the AWMS earn-out liability met the definition of a derivative, it was recorded at fair value as a derivative liability in Earn-out liabilities, at fair value on the Consolidated Statement of Financial Position and measured at fair value at the acquisition date and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value to be recognized in Gain (loss) on earnout liabilities in the Consolidated Statement of Operations and in Fair value (gain) loss on earnout liability in the Consolidated Statement of Cash Flows in the period of change. The deferred cash consideration and the earn-out consideration were both paid during the year ended December 31, 2024.

At the AWMS Acquisition Date, as required by ASC 805, the Company’s existing 30% equity interest in AWMS, which was previously recognized as an equity method investment, was revalued to reflect the fair value at this date. The fair value of this existing equity method investment was $7.4 million, which was calculated as 30% of the fair value of AWMS total equity value (determined using the discounted cash flow method of the income approach, less debt), excluding the impact of any synergies or control premium that would be realized by a controlling interest. This change in fair value resulted in a gain of $1.9 million, which was recognized during the year ended December 31, 2023 in the Gain (loss) on investments line of the Consolidated Statement of Operations.

On April 6, 2023 (the “ALWP Acquisition Date”), the Company acquired all of the issued and outstanding ownership and membership interests of AlTi Wealth Management (Singapore) Pte Limited (“ALWP”) pursuant to the terms of the share purchase agreement between the Company and ALWP (the “ALWP Acquisition”). The primary purpose of the ALWP Acquisition is to acquire ALWP’s extensive business within Southeast Asia to further expand the Company’s global operations.

The ALWP Acquisition met the requirements to be considered a business combination under ASC 805 and was accounted for using the acquisition method of accounting. The fair value of the total purchase consideration transferred was $15.5 million, with the total amount paid in cash. The Company will make second and third payments to the sellers of ALWP on the third and fifth anniversary of the ALWP Acquisition Date, respectively. Management has determined that these payments will be treated as future compensation expense in the Company’s Consolidated Statement of Operations. There was no contingent consideration as part of the ALWP Acquisition.

On January 3, 2023, the Company entered into the Business Combination described in Note 1 (Description of the Business). The primary purpose of the Business Combination was to combine established high-growth companies that can benefit from access to capital and public markets and continue value-creation by management.

The Business Combination was a forward merger and accounted for using the acquisition method of accounting. The fair value of the total purchase consideration transferred was $1,071.1 million. Included in total purchase consideration was contingent consideration of $85.1 million, which is payable to the selling shareholders upon achievement of certain volume-weighted average price targets for the shares of Class A Common Stock or upon a change of control of the Company occurring between the Closing Date and the fifth anniversary of the Closing Date. Since this liability meets the definition of a derivative, it is recorded at fair value as a derivative liability in Earn-out liabilities, at fair value on the Consolidated Statement of Financial Position and measured at fair value at the acquisition date and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value to be recognized in Gain (loss) on earnout liabilities in the Consolidated Statement of Operations and in Fair value (gain) loss on earnout liability in the Consolidated Statement of Cash Flows in the period of change.

The Business Combination resulted in the Company acquiring 51% of the equity interests of Umbrella which holds 100% of the equity interests of Alvarium, TWMH, and TIG. The remainder of Umbrella is held by the historical equity holders of TWMH and TIG through their ownership of Class B Units, which are presented as non-controlling interest on the Company’s Consolidated Statement of Financial Position.

As a result of the Business Combination, Umbrella, which represents substantially all of the economic activity of the Company, became a subsidiary of the Company. Since the Company is the sole managing member of Umbrella following the Business Combination, the Class B Units held by the former equity holders of TWMH and TIG are classified as non-controlling interests in the Company’s financial statements. An allocation of net income or loss representing the percentage of ownership of Umbrella not controlled by the Company will be attributed to the non-controlling interests in the Company’s Consolidated Statement of Operations.

For the year ended December 31, 2023, the Company incurred $17.8 million of acquisition-related costs which are included predominantly in the “Professional fees” line in the Consolidated Statement of Operations. In addition, the Company incurred $4.6 million of debt issuance costs related to debt issued to finance the Business Combination. During the quarter ended December 31, 2024, the Company paid off the debt outstanding. Accordingly, the unamortized deferred debt issuance costs of $4.5 million was expensed and recorded in Interest Expense in the Statement of Operations. See Note 16 (Debt, net of unamortized deferred financing cost) for additional details.

The following selected unaudited supplemental pro forma financial information is a summary of our combined results for AWMS, ALWP, Envoi, EEA, PW and Kontora as of the year ended December 31, 2025, 2024 and 2023. The unaudited supplemental pro forma financial information gives effect to the AWMS and ALWP acquisitions as if they had occurred on January 1, 2023, the Envoi, EEA and PW acquisitions as if they had occurred on January 1, 2024, and the Kontora acquisition as if it had occurred on January 1, 2025.

The unaudited pro forma financial information presented below is for informational purposes only, and is not necessarily indicative of the results that would have been achieved if the acquisitions had taken place on the first of the year in which they were acquired, nor is it indicative of future results.