UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission file number: 001-35733
Silvercrest Asset Management Group Inc.
(Exact name of registrant as specified in its charter)
Delaware
45-5146560
(State or Other Jurisdiction
of Incorporation or Organization)
(I.R.S. Employer
Identification No.)
1330 Avenue of the Americas, 38th Floor
New York, New York 10019
(Address of Principal Executive Offices and Zip Code)
(212) 649-0600
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, $0.01 par value per share
SAMG
The Nasdaq Global Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of outstanding shares of the registrant’s Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, as of October 27, 2025 was 8,121,141 and 4,117,303, respectively.
Part I
Financial Information
Item 1.
Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Financial Condition as of September 30, 2025 and December 31, 2024
1
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024
2
Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2025 and 2024
3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024
5
Notes to Condensed Consolidated Financial Statements as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
28
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
44
Item 4.
Controls and Procedures
Part II
Other Information
Legal Proceedings
46
Item 1A.
Risk Factors
Unregistered Sale of Equity Securities and Use of Proceeds
Defaults of Senior Securities
Mine Safety Disclosures
Item 5.
47
Item 6.
Exhibits
Except where the context requires otherwise and as otherwise set forth herein, in this report, references to the “Company”, “we”, “us” or “our” refer to Silvercrest Asset Management Group Inc. (“Silvercrest”) and its consolidated subsidiary, Silvercrest L.P., the managing member of our operating subsidiary (“Silvercrest L.P.” or “SLP”). SLP is a limited partnership whose existing limited partners are referred to in this report as “partners” or “principals.”
Forward-Looking Statements
This report contains, and from time to time our management may make, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and assumptions. These statements are only predictions based on our current expectations and projections about future events. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those indicated by such forward-looking statements include but are not limited to: incurrence of net losses, fluctuations in quarterly and annual results, adverse economic or market conditions, our expectations with respect to future levels of assets under management, inflows and outflows, our ability to retain clients, our ability to maintain our fee structure, our particular choices with regard to investment strategies employed, our ability to hire and retain qualified investment professionals, the cost of complying with current and future regulation coupled with the cost of defending ourselves from related investigations or litigation, failure of our operational safeguards against breaches in data security, privacy, conflicts of interest or employee misconduct, our expected tax rate, our expectations with respect to deferred tax assets, adverse economic or market conditions, adverse effects of management focusing on implementation of a growth strategy, failure to develop and maintain the Silvercrest brand and other factors disclosed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024 which is accessible on the U.S. Securities and Exchange Commission’s website at www.sec.gov. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Part I – Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Financial Condition
(Unaudited)
(In thousands, except share and par value data)
September 30,2025
December 31,2024
Assets
Cash and cash equivalents
$
36,128
68,611
Investments
153
1,354
Receivables, net
13,205
12,225
Due from Silvercrest Funds
486
945
Furniture, equipment and leasehold improvements, net
7,633
7,387
Goodwill
63,675
Operating lease assets
15,044
16,032
Finance lease assets
167
254
Intangible assets, net
14,999
16,644
Deferred tax asset
2,076
4,220
Prepaid expenses and other assets
3,991
3,085
Total assets
157,557
194,432
Liabilities and Equity
Accounts payable and accrued expenses
3,116
1,953
Accrued compensation
29,293
39,865
Operating lease liabilities
20,867
22,270
Finance lease liabilities
175
262
Deferred tax and other liabilities
10,603
10,389
Total liabilities
64,054
74,739
Commitments and Contingencies (Note 9)
Equity
Preferred Stock, par value $0.01, 10,000,000 shares authorized; none issued and outstanding
—
Class A Common Stock, par value $0.01, 50,000,000 shares authorized; 10,818,161 and 8,240,149 issued and outstanding, respectively, as of September 30, 2025; 10,450,559 and 9,376,280 issued and outstanding, respectively, as of December 31, 2024
108
104
Class B Common Stock, par value $0.01, 25,000,000 shares authorized; 4,117,303 and 4,373,315 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
40
42
Additional Paid-In Capital
58,685
56,369
Treasury stock, at cost, 2,578,012 and 1,074,279 shares as of September 30, 2025 and December 31, 2024, respectively
(43,426
)
(19,728
Accumulated other comprehensive income (loss)
(54
(43
Retained earnings
43,532
43,953
Total Silvercrest Asset Management Group Inc.’s equity
58,885
80,697
Non-controlling interests
34,618
38,996
Total equity
93,503
119,693
Total liabilities and equity
See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
Three Months EndedSeptember 30,
Nine Months EndedSeptember 30,
2025
2024
Revenue
Management and advisory fees
30,067
29,380
89,850
88,445
Family office services
1,228
1,044
3,510
3,244
Total revenue
31,295
30,424
93,360
91,689
Expenses
Compensation and benefits
21,714
18,598
59,400
54,760
General and administrative
8,250
7,369
23,751
21,259
Total expenses
29,964
25,967
83,151
76,019
Income before other (expense) income, net
1,331
4,457
10,209
15,670
Other (expense) income, net
27
10
54
25
Equity income (loss) from investments
(11
Interest income
148
374
584
1,010
Interest expense
(15
(45
(95
Total other (expense) income, net
149
369
582
940
Income before provision for income taxes
1,480
4,826
10,791
16,610
Provision for income taxes
391
1,096
2,625
3,585
Net income
1,089
3,730
8,166
13,025
Less: net income attributable to non-controlling interests
(471
(1,478
(3,161
(5,108
Net income attributable to Silvercrest
618
2,252
5,005
7,917
Net income per share
Basic
0.07
0.24
0.56
0.83
Diluted
0.55
Weighted average shares outstanding
8,365,575
9,541,407
9,009,985
9,510,495
8,389,001
9,579,172
9,039,551
9,547,659
Condensed Consolidated Statements of Changes in Equity
(In thousands)
Class A Common Stock Shares
Class A Common Stock Amount
Class B Common Stock Shares
Class B Common Stock Amount
Treasury Stock Shares
Treasury Shares Amount
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
TotalSilvercrestAssetManagementGroup Inc.’sEquity
Non- controlling Interest
Total Equity
January 1, 2024
9,479
103
4,431
43
55,809
808
(15,057
(12
41,851
82,737
39,073
121,810
Distributions to partners
(3,304
Repayment of notes receivable from partners
94
Equity-based compensation
354
Net Income
3,000
1,915
4,915
Deferred tax, net of amounts payable under tax receivable agreement
(1
Share conversion
(3
(27
Dividends paid on Class A common stock - $0.19 per share
(1,808
Cumulative translation adjustment
(10
March 31, 2024
9,482
4,428
55,835
(22
43,043
83,945
38,105
122,050
(1,612
Issuance of Class B shares
11
67
431
485
2,665
1,715
4,380
4
Accrued interest on notes receivable from partners
482
(482
Purchase of shares of Class A common stock of Silvercrest Asset Management Inc.
(1,820
(6
June 30, 2024
9,547
4,443
56,375
(28
43,888
85,324
38,181
123,505
(1,479
82
83
454
537
1,478
(147
37
(37
333
(333
(83
(1,364
Dividends paid on Class A common stock - $0.20 per share
(1,913
9
September 30, 2024
9,503
4,406
56,643
891
(16,421
(19
44,227
84,577
38,301
122,878
January 1, 2025
9,376
4,373
1,074
(1,507
Issuance of notes receivable to partners
(410
76
2,469
1,459
3,928
23
410
(4
(125
315
(315
2,824
(2,824
(217
217
(3,906
(1,911
March 31, 2025
9,474
107
4,081
39
59,068
1,291
(23,634
(49
44,511
80,042
36,650
116,692
(2,723
13
68
399
401
1,918
1,231
3,149
(567
(5
(23
203
(203
(1,009
1,009
(15,232
(1,769
8
June 30, 2025
8,501
4,126
58,704
2,300
(38,866
(41
44,660
64,605
35,350
99,955
(1,452
(75
125
353
471
(168
17
(17
(149
(278
278
(4,560
Dividends paid on Class A common stock - $0.21 per share
(1,746
(13
September 30, 2025
8,240
4,117
2,578
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30,
Cash Flows from Operating Activities
Adjustments to reconcile net income to net cash used in operating activities:
1,208
1,374
Depreciation and amortization
3,176
3,111
Deferred income taxes
1,498
1,493
Non-cash interest on notes receivable from partners
(14
Interest on notes payable
Non-cash lease expense
988
3,322
Distributions received from investment funds
1,190
Equity income from investments
Cash flows due to changes in operating assets and liabilities:
Receivables and Due from Silvercrest Funds
(521
(3,609
(940
279
947
(50
(10,572
(10,133
(1,403
Net cash provided by operating activities
3,734
5,183
Cash Flows from Investing Activities
Acquisition of furniture, equipment and leasehold improvements
(1,681
(1,337
Net cash used in investing activities
Cash Flows from Financing Activities
Repayments of notes payable
(2,700
Earn-outs paid related to acquisitions
Principal payments on financing leases
(97
(91
(5,682
(6,395
Dividends paid on Class A common stock
(5,410
(5,519
Purchase of shares of Class A common stock of Silvercrest Asset Management Group Inc.
(23,463
(1,351
Payments from partners on issuance of Class B shares
50
Payments from partners on notes receivable
Net cash used in financing activities
(34,526
(16,037
Effect of exchange rate changes on cash and cash equivalents
(7
Net Decrease in Cash and Cash Equivalents
(32,484
(12,198
Cash and cash equivalents, beginning of period
70,301
Cash and cash equivalents, end of period
36,127
58,103
Supplemental Disclosures of Cash Flow Information
Net cash paid during the period for:
Income taxes
1,316
1,233
Interest
60
Supplemental Disclosures of Non-cash Financing and Investing Activities
Notes receivable from new partners issued for capital contributions to Silvercrest L.P.
Recognition of deferred tax assets as a result of share conversions
(704
172
Issuance of Class B shares of Silvercrest L.P. in conjunction with the acquisition of Neosho
Accrued dividends
16
22
Purchase of shares of Class A common stock excise tax accrual
234
Notes to Condensed Consolidated Financial Statements
As of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024
(Dollars in thousands, except per share and par value data and as otherwise indicated)
1. ORGANIZATION AND BUSINESS
Silvercrest Asset Management Group Inc. (“Silvercrest”), together with its consolidated subsidiary, Silvercrest L.P., a limited partnership, (collectively the “Company”), was formed as a Delaware corporation on July 11, 2011. Silvercrest is a holding company that was formed in order to carry on the business of Silvercrest L.P., the managing member of our operating subsidiary, and its subsidiaries. Effective on June 26, 2013, Silvercrest became the sole general partner of Silvercrest L.P., and its only material asset is the general partner interest in Silvercrest L.P., represented by 8,240,149 Class A units or approximately 67.0% of the outstanding interests of Silvercrest L.P. Silvercrest controls all of the businesses and affairs of Silvercrest L.P. and, through Silvercrest L.P. and its subsidiaries, continues to conduct the business previously conducted by these entities prior to the reorganization.
Silvercrest L.P., together with its consolidated subsidiaries (collectively “SLP”), provides investment management and family office services to individuals and families and their trusts, and to endowments, foundations and other institutional investors primarily located in the United States of America. The business includes the management of funds of funds and other investment funds, collectively referred to as the “Silvercrest Funds.”
Silvercrest L.P. was formed on December 10, 2008 and commenced operations on January 1, 2009.
On March 11, 2004, Silvercrest Asset Management Group LLC (“SAMG LLC”) acquired 100% of the outstanding shares of James C. Edwards Asset Management, Inc. (“JCE”) and subsequently changed JCE’s name to Silvercrest Financial Services, Inc. (“SFS”). On December 31, 2004, SLP acquired 100% of the outstanding shares of the LongChamp Group, Inc. (now SAM Alternative Solutions, Inc.) (“LGI”). Effective March 31, 2005, SLP entered into an Asset Contribution Agreement with and acquired all of the assets, properties, rights and certain liabilities of Heritage Financial Management, LLC (“HFM”). Effective October 3, 2008, SLP acquired 100% of the outstanding limited liability company interests of Marathon Capital Group, LLC (“MCG”) through a limited liability company interest purchase agreement dated September 22, 2008. On November 1, 2011, SLP acquired certain assets of Milbank Winthrop & Co. (“Milbank”). On April 1, 2012, SLP acquired 100% of the outstanding limited liability company interests of MW Commodity Advisors, LLC (“Commodity Advisors”). On March 28, 2013, SLP acquired certain assets of Ten-Sixty Asset Management, LLC (“Ten-Sixty”). On June 30, 2015, SLP acquired certain assets of Jamison, Eaton & Wood, Inc. (“Jamison”). On January 11, 2016, SLP acquired certain assets of Cappiccille & Company, LLC (“Cappiccille”). On January 15, 2019, SLP acquired certain assets of Neosho Capital LLC (“Neosho”). On July 1, 2019, SLP acquired substantially all of the assets and assumed certain liabilities of Cortina Asset Management, LLC (“Cortina”). See Notes 6 and 7 for additional information related to the acquisition, goodwill and intangible assets arising from these acquisitions.
Tax Receivable Agreement
In connection with the Company’s initial public offering (the “IPO”) and reorganization of SLP that were completed on June 26, 2013, Silvercrest entered into a tax receivable agreement (the “TRA”) with the partners of SLP (the “SLP Partners”) that requires Silvercrest to pay the SLP Partners 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that Silvercrest actually realizes (or is deemed to realize in the case of an early termination payment by it, or a change in control) as a result of the increases in tax basis and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA or attributable to exchanges of shares of Class B common stock for shares of Class A common stock. The payments to be made pursuant to the tax receivable agreement are a liability of Silvercrest and not Silvercrest L.P. As of September 30, 2025, this liability is estimated to be $10,233 and is included in deferred tax and other liabilities in the Condensed Consolidated Statements of Financial Condition. Silvercrest expects to benefit from the remaining 15% of cash savings realized, if any.
The TRA was effective upon the consummation of the IPO and will continue until all such tax benefits have been utilized or expired, unless Silvercrest exercises its right to terminate the TRA for an amount based on an agreed upon value of the payments remaining to be made under the agreement. The TRA will automatically terminate with respect to Silvercrest’s obligations to an SLP Partner if such SLP Partner (i) is terminated for cause, (ii) breaches his or her non-solicitation covenants with Silvercrest or any of its subsidiaries or (iii) voluntarily resigns or retires and competes with Silvercrest or any of its subsidiaries in the 12-month period following resignation of employment or retirement, and no further payments will be made to such SLP Partner under the TRA.
For purposes of the TRA, cash savings in income tax will be computed by comparing Silvercrest’s actual income tax liability to the amount of such taxes that it would have been required to pay had there been no increase in its share of the tax basis of the tangible and intangible assets of SLP.
Estimating the amount of payments that Silvercrest may be required to make under the TRA is imprecise by nature, because the actual increase in its share of the tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including:
In addition, the TRA provides that upon certain mergers, asset sales, other forms of business combinations, or other changes of control, Silvercrest’s (or its successors’) obligations with respect to exchanged or acquired Silvercrest Class B units, whether exchanged or acquired before or after such transaction, would be based on certain assumptions, including that Silvercrest would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the TRA.
Decisions made by the continuing SLP Partners in the course of running Silvercrest’s business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by an exchanging or selling principal under the TRA. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the TRA and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase an existing owner’s tax liability without giving rise to any rights of a principal to receive payments under the TRA.
Were the IRS to successfully challenge the tax basis increases described above, Silvercrest would not be reimbursed for any payments previously made under the TRA. As a result, in certain circumstances, Silvercrest could make payments under the TRA in excess of its actual cash savings in income tax.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying Condensed Consolidated Financial Statements include the accounts of Silvercrest and its wholly owned subsidiaries SLP, SAMG LLC, SFS, MCG, Silvercrest Investors LLC, Silvercrest Investors II LLC, Silvercrest Investors III LLC, Silvercrest Investors IV LLC, and Silvercrest Asset Management (Singapore) Pte. Ltd. as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024. All intercompany transactions and balances have been eliminated.
The Condensed Consolidated Statement of Financial Condition at December 31, 2024 was derived from the audited Consolidated Statement of Financial Condition at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the operating results that may be expected for the full fiscal years ending December 31, 2025 and 2024 or any future period.
The Condensed Consolidated Financial Statements of the Company included herein are unaudited and have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the interim financial position and results, have been made. The Company’s Condensed Consolidated Financial Statements and the related notes should be read together with the Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
7
The Company evaluates for consolidation those entities it controls through a majority voting interest or otherwise, including those Silvercrest Funds over which the general partner or equivalent is presumed to have control, for example, by virtue of the limited partners not being able to remove the general partner. The initial step in determining whether a fund for which SLP is the general partner is required to be consolidated is assessing whether the fund is a variable interest entity (“VIE”) or a voting interest entity (“VoIE”).
SLP then considers whether the fund is a VoIE in which the unaffiliated limited partners have substantive “kick-out” rights that provide the ability to dissolve (liquidate) the limited partnership or otherwise remove the general partner without cause. SLP considers the “kick-out” rights to be substantive if the general partner for the fund can be removed by the vote of a simple majority of the unaffiliated limited partners and there are no significant barriers to the unaffiliated limited partners’ ability to exercise these rights in that among other things, (1) there are no conditions or timing limits on when the rights can be exercised, (2) there are no financial or operational barriers associated with replacing the general partner, (3) there are a number of qualified replacement investment advisors that would accept appointment at the same fee level, (4) each fund’s documents provide for the ability to call and conduct a vote, and (5) the information necessary to exercise the kick-out rights and related vote are available from the fund and its administrator.
If the fund is a VIE, SLP then determines whether it has a variable interest in the fund, and if so, whether SLP is the primary beneficiary. In determining whether SLP is the primary beneficiary, SLP evaluates its control rights as well as economic interests in the entity held either directly or indirectly by SLP. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that SLP is not the primary beneficiary, a quantitative analysis may also be performed. Amendments to the governing documents of the respective Silvercrest Funds could affect an entity’s status as a VIE or the determination of the primary beneficiary. At each reporting date, SLP assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly.
Non-controlling Interest
As of September 30, 2025, Silvercrest holds approximately 67.0% of the economic interests in SLP. Silvercrest is the sole general partner of SLP and, therefore, controls the management of SLP. As a result, Silvercrest consolidates the financial position and the results of operations of SLP and its subsidiaries, and records a non-controlling interest, as a separate component of equity on its Condensed Consolidated Statements of Financial Condition for the remaining economic interests in SLP. The non-controlling interest in the income or loss of SLP is included in the Condensed Consolidated Statements of Operations as a reduction or addition to net income derived from SLP.
Translation of Non-U.S. Currency Amounts
Assets and liabilities of non-U.S. subsidiaries that have a foreign currency as their functional currency are re-measured to U.S. dollars at quarter-end exchange rates, and revenues and expenses are re-measured at average rates of exchange prevailing during the period. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in other (expense) income, net in the Condensed Consolidated Statements of Operations.
Segment Reporting
The Company views its operations as comprising one operating and reportable segment, the investment management industry. The Company’s chief operating decision maker, who is the Company’s Chief Executive Officer, monitors and reviews financial information at a consolidated level for assessing operating results and the allocation of resources. The predominant GAAP measure monitored and reviewed by the Company’s chief operating decision maker to assess operating results and the allocation of resources is net income. The accounting policies used to measure the operating results of the segment are the same as those described in the summary of significant accounting policies.
The following table presents the segment revenue and significant expenses for the three and nine months ended September 30, 2025 and 2024.
For the Three MonthsEnded September 30,
For the Nine MonthsEnded September 30,
Managed accounts
29,135
28,358
87,081
85,411
Silvercrest funds
932
1,021
2,769
3,034
Tax and family office services
1,098
1,025
3,229
3,062
Fund administration
130
20
281
182
Occupancy and related
1,927
1,795
5,583
5,330
999
1,243
3,128
3,029
Professional fees
1,600
705
4,045
2,646
Portfolio and systems expense
1,651
1,684
4,906
4,616
Travel
529
437
1,504
1,166
Other segment items
1,544
1,505
4,585
4,472
Other income (expense), net
Interest and other income
164
384
627
1,035
Total other income (expense), net
Use of Estimates
The preparation of the Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues, expenses and other income reported in the Condensed Consolidated Financial Statements and the accompanying notes. Actual results could differ from those estimates. Significant estimates and assumptions made by management include the fair value of acquired assets and liabilities, determination of equity-based compensation, accounting for income taxes, determination of the useful lives of long-lived assets, and other matters that affect the Condensed Consolidated Financial Statements and related disclosures.
Cash and Cash Equivalents
The Company considers all highly liquid securities with original maturities of 90 days or less when purchased to be cash equivalents.
Equity Method Investments
The Company accounts for investment activities related to entities over which the Company exercises significant influence but do not meet the requirements for consolidation, using the equity method of accounting, whereby the Company records its share of the underlying income or losses of these entities. Intercompany profit arising from transactions with affiliates is eliminated to the extent of its beneficial interest. Equity in losses of equity method investments is not recognized after the carrying value of an investment, including advances and loans, has been reduced to zero, unless guarantees or other funding obligations exist.
The Company evaluates its equity method investments for impairment, whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment when the loss in value is deemed other than temporary. The Company’s equity method investments approximate their fair value as of September 30, 2025 and December 31, 2024. The fair value of the equity method investments is estimated based on the Company’s share of the fair value of the net assets of the equity method investee. No impairment charges related to equity method investments were recorded during the three and nine months ended September 30, 2025 or 2024.
Receivables consist primarily of amounts for management and advisory fees, performance fees, and allocations and family office service fees due from clients and are stated as net realizable value. The Company maintains an allowance for doubtful receivables based on estimates of expected losses and specific identification of uncollectible accounts. The Company charges actual losses to the allowance when incurred.
Furniture, Equipment and Leasehold Improvements
Furniture, equipment and leasehold improvements consist primarily of furniture, fixtures and equipment, computer hardware and software and leasehold improvements and are recorded at cost less accumulated depreciation. Depreciation and amortization are calculated using the straight-line method over the assets’ estimated useful lives, which for leasehold improvements is the lesser of the lease term or the life of the asset, generally 10 years, and 3 to 7 years for other fixed assets.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The method for determining relative fair value varied depending on the type of asset or liability and involved management making significant estimates related to assumptions such as future growth rates used to produce financial projections and the selection of unobservable inputs and other assumptions. The inputs used in establishing the fair value are in most cases unobservable and reflect the Company’s own judgments about the assumptions market participants would use in pricing the assets acquired and liabilities assumed. Contingent consideration is recorded as part of the purchase price when such contingent consideration is not based on continuing employment of the selling shareholders. Contingent consideration that is related to continuing employment is recorded as compensation expense. Payments made for contingent consideration recorded as part of an acquisition’s purchase price are reflected as financing activities in the Company’s Condensed Consolidated Statements of Cash Flows.
The Company remeasures the fair value of contingent consideration at each reporting period using a probability-adjusted discounted cash flow method based on significant inputs not observable in the market and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in earnings. Contingent consideration payments that exceed the acquisition date fair value of the contingent consideration are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows.
The excess of the purchase price over the fair value of the identifiable assets acquired, including intangibles, and liabilities assumed is recorded as goodwill. The Company generally uses valuation specialists to perform appraisals and assist in the determination of the fair values of the assets acquired and liabilities assumed. These valuations require management to make estimates and assumptions that are critical in determining the fair values of the assets and liabilities. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed. Any adjustments to provisional amounts that are identified during the measurement period are recorded in the reporting period in which the adjustment amounts are determined. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Goodwill and Intangible Assets
Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is not amortized but is evaluated for impairment at least annually, on October 1st of each year, or whenever events or circumstances indicate that impairment may have occurred.
The Company accounts for Goodwill under Accounting Standard Codification (“ASC”) No. 350, “Intangibles - Goodwill and Other,” which provides an entity the option to first perform a qualitative assessment of whether a reporting unit’s fair value is more likely than not less than its carrying value, including goodwill. In performing its qualitative assessment, an entity considers the extent to which adverse events or circumstances identified, such as changes in economic conditions, industry and market conditions or entity specific
events, could affect the comparison of the reporting unit’s fair value with its carrying amount. If an entity concludes that the fair value of a reporting unit is more likely than not less than its carrying amount, the entity is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and, accordingly, measure the amount, if any, of goodwill impairment loss to be recognized for that reporting unit. The Company utilized this option when performing its annual impairment assessment and concluded that its single reporting unit’s fair value was more likely than not greater than its carrying value, including goodwill.
The Company has one reporting unit as of September 30, 2025 and December 31, 2024. No goodwill impairment charges were recorded during the three and nine months ended September 30, 2025 and 2024.
Intangible assets of the Company are reviewed for impairment whenever events or changes in circumstances indicate that the net carrying amount of the asset may not be recoverable. In connection with such review, the Company also re-evaluates the periods of amortization for these assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed their fair value.
Identifiable finite-lived intangible assets are amortized over their estimated useful lives ranging from 3 to 20 years. The method of amortization is based on the pattern over which the economic benefits and generally expected undiscounted cash flows of the intangible asset are consumed. Intangible assets for which no pattern can be reliably determined are amortized using the straight-line method. Intangible assets consist primarily of the contractual right to future management and advisory fees and performance fees and allocations from customer contracts or relationships.
Long-lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the net carrying amount of the asset may not be recoverable. In connection with such review, the Company also reevaluates the periods of depreciation and amortization for these assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value.
Treasury Stock
On July 29, 2021, the Company announced that its Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $15,000,000 of the Company’s outstanding Class A common stock (the “2021 Repurchase Program”). The 2021 Repurchase Program ended in August 2023.
As of December 31, 2023, the Company had purchased 808,455 shares of Class A common stock pursuant to the 2021 Repurchase Program for an aggregate price of approximately $15,057.
On August 16, 2024, the Company announced that its Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $12,000,000 of the Company’s outstanding Class A common stock (the “2024 Repurchase Program”). The 2024 Repurchase Program ended in April 2025.
As of September 30, 2025, the Company had purchased 709,687 shares of Class A common stock pursuant to the 2024 Repurchase Program for an aggregate price of approximately $12,119.
On May 23, 2025, the Company announced that its Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $25,000,000 of the Company’s outstanding Class A common stock (the “2025 Repurchase Program”). Repurchases under the 2025 Repurchase Program may be made using either cash on hand, borrowings under the Company’s existing credit facilities or other sources. The Company intends to repurchase shares through market purchases, privately-negotiated transactions, block purchases, one or more 10b5-1 share trading plans to be established with one or more banks or brokers or otherwise in accordance with all applicable federal and state securities laws and regulations. The program may be amended, suspended, or discontinued at any time and does not commit the Company to repurchase any shares of Class A common stock.
As of September 30, 2025, the Company had purchased 1,059,870 shares of Class A common stock pursuant to the 2025 Repurchase Program for an aggregate price of approximately $16,250.
Treasury stock is accounted for under the cost method and is included as a deduction from equity in the Company’s Equity section of the Condensed Consolidated Statement of Financial Condition. Upon any subsequent retirement or resale, the treasury stock account is reduced by the cost of such stock.
Partner Distributions
Partner incentive allocations, which are determined by the general partner, can be formula-based or discretionary. Partner incentive allocations are treated as compensation expense and recognized in the period in which they are earned. In the event there is insufficient distributable cash flow to make incentive distributions, the general partner in its sole and absolute discretion may determine not to make any distributions called for under the partnership agreement. The remaining net income or loss after partner incentive allocations is generally allocated to unit holders based on their pro rata ownership.
Redeemable Partnership Units
If a principal of SLP is terminated for cause, SLP has the right to redeem all of the vested Class B units collectively held by the principal and his or her permitted transferees for a purchase price equal to the lesser of (i) the aggregate capital account balance in SLP of the principal and his or her permitted transferees or (ii) the purchase price paid by the terminated principal to first acquire the Class B units.
SLP also makes distributions to its partners of various nature including incentive payments, profit distributions and tax distributions. The profit distributions and tax distributions are accounted for as equity transactions.
Class A Common Stock
The Company’s Class A stockholders are entitled to one vote for each share held of record on all matters submitted to a vote of the Company’s stockholders. Class A stockholders are also entitled to receive dividends, when and if declared by the Company’s board of directors, out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Dividends consisting of shares of Class A common stock may be paid only as follows: (i) shares of Class A common stock may be paid only to holders of shares of Class A common stock and (ii) shares of Class A common stock will be paid proportionately with respect to each outstanding share of the Company’s Class A common stock. Upon the Company’s liquidation, dissolution or winding-up, or the sale of all, or substantially all, of the Company’s assets, after payment in full of all amounts required to be paid to creditors and to holders of preferred stock having a liquidation preference, if any, the Class A stockholders will be entitled to share ratably in the Company’s remaining assets available for distribution to Class A stockholders. Class B units of SLP held by principals will be exchangeable for shares of the Company’s Class A common stock, on a one-for-one basis, subject to customary adjustments for share splits, dividends and reclassifications.
Class B Common Stock
Shares of the Company’s Class B common stock are issuable only in connection with the issuance of Class B units of SLP. When a vested or unvested Class B unit is issued by SLP, the Company will issue the holder one share of its Class B common stock in exchange for the payment of its par value. Each share of the Company’s Class B common stock will be redeemed for its par value and cancelled by the Company if the holder of the corresponding Class B unit exchanges or forfeits its Class B unit pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of SLP and the terms of the Silvercrest Asset Management Group Inc. 2012 Equity Incentive Plan (as amended, the “2012 Equity Incentive Plan”). The Company’s Class B stockholders will be entitled to one vote for each share held of record on all matters submitted to a vote of the Company’s stockholders. The Company’s Class B stockholders will not participate in any dividends declared by the Company’s board of directors. Upon the Company’s liquidation, dissolution or winding-up, or the sale of all, or substantially all, of its assets, Class B stockholders only will be entitled to receive the par value of the Company’s Class B common stock.
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Revenue Recognition
The Company generates revenue from management and advisory fees, performance fees and allocations, and family office services fees. Management and advisory fees and performance fees and allocations are generated by managing assets on behalf of separate accounts and acting as investment adviser for various investment funds. Performance fees and allocations also relate to assets managed in external investment strategies in which the Company has a revenue sharing arrangement and in funds in which the Company has no partnership interest. Management and advisory fees and family office services fees income is recognized through the course of the period in which these services are provided. Income from performance fees and allocations is recorded at the conclusion of the contractual performance period when all contingencies are resolved. In certain arrangements, the Company is only entitled to receive performance fees and allocations when the return on assets under management exceeds certain benchmark returns or other performance targets.
The discretionary investment management agreements for the Company’s separately managed accounts do not have a specified term. Rather, each agreement may be terminated by either party at any time, unless otherwise agreed with the client, upon written notice of termination to the other party. The investment management agreements for the Company’s private funds are generally in effect from year to year, and may be terminated at the end of any year (or, in certain cases, on the anniversary of execution of the agreement) (i) by the Company upon 30 or 90 days’ prior written notice and (ii) after receiving the affirmative vote of a simple majority of the investors in the private fund that are not affiliated with the Company, by the private fund on 60 or 90 days’ prior written notice. The investment management agreements for the private funds may also generally be terminated effective immediately by either party where the non-terminating party (i) commits a material breach of the terms subject, in certain cases, to a cure period, (ii) is found to have committed fraud, gross negligence or willful misconduct or (iii) terminates, becomes bankrupt, becomes insolvent or dissolves. Each of the Company’s investment management agreements contains customary indemnification obligations from the Company to their clients.
The management and advisory fees are primarily driven by the level of the Company’s assets under management. The assets under management increase or decrease based on the net inflows or outflows of funds into the Company’s various investment strategies and the investment performance of its clients’ accounts. In order to increase the Company’s assets under management and expand its business, the Company must develop and market investment strategies that suit the investment needs of its target clients and provide attractive returns over the long term. The Company’s ability to continue to attract clients will depend on a variety of factors including, among others:
The majority of management and advisory fees that the Company earns on separately managed accounts are based on the value of assets under management on the last day of each calendar quarter. Most of the management and advisory fees are billed quarterly in advance on the first day of each calendar quarter. The Company’s basic annual fee schedule for management of clients’ assets in separately managed accounts is generally: (i) for managed equity or balanced portfolios, 1% of the first $10 million and 0.60% on the balance, (ii) for managed fixed income only portfolios, 0.40% on the first $10 million and 0.30% on the balance, (iii) for the municipal value strategy, 0.65%, (iv) for Cortina equity portfolios, 1.0% on the first $25 million, 0.90% on the next $25 million and 0.80% on the balance, (v) for outsourced chief investment officer portfolios, 0.40% on the first $50 million, 0.32% on the next $50 million and 0.24% on the balance and (vi) for the global value equity strategy, 0.15% per annum on the first AUD1.5 billion, 0.14% per annum on the next AUD1.5 billion, 0.11% per annum on the next AUD1.0 billion, 0.08% per annum on the next AUD1.0 billion and 0.05% per annum above AUD5.0 billion. The Company’s fee for monitoring non-discretionary assets can range from 0.05% to 0.01%, but can also be incorporated into an agreed-upon fixed family office service fee. The majority of the Company’s client relationships involve a blended fee rate since they are invested in multiple strategies.
Management fees earned on investment funds that the Company advises are calculated primarily based on the net assets of the funds. Some funds calculate investment fees based on the net assets of the funds as of the last business day of each calendar quarter, whereas other funds calculate investment fees based on the value of net assets on the first business day of the month. Depending on the investment fund, fees are paid either quarterly in advance or quarterly in arrears. For the Company’s private fund clients, the fees range from 0.25% to 1.5% annually. Certain management fees earned on investment funds for which the Company performs risk management and due diligence services are based on flat fee agreements customized for each engagement.
The Company’s management and advisory fees may fluctuate based on a number of factors, including the following:
The Company’s performance fees and allocations may fluctuate based on performance with respect to accounts and funds on which the Company is paid incentive fees and allocations.
The Company’s family office services capabilities enable us to provide comprehensive and integrated services to its clients. The Company’s dedicated group of tax and financial planning professionals provide financial planning, tax planning and preparation, partnership accounting and fund administration and consolidated wealth reporting among other services. Family office services income fluctuates based on both the number of clients for whom the Company performs these services and the level of agreed-upon fees, most of which are flat fees. Therefore, non-discretionary assets under management, which are associated with family office services, do not typically serve as the basis for the amount of family office services revenue that is recognized. Family office services fees are also typically billed quarterly in advance at the beginning of the quarter or in arrears after the end of the quarter based on a contractual percentage of the assets managed or upon a contractually agreed-upon flat fee arrangement. Revenue is recognized on a ratable basis over the period in which services are performed.
The Company accounts for performance-based revenue in accordance with “Topic 606, Revenue from Contracts with Customers” (“ASC 606”) by recognizing performance fees and allocations as revenue only when it is certain that the fee income is earned and payable pursuant to the relevant agreements. In certain arrangements, the Company is only entitled to receive performance fees and allocations when the return on assets under management exceeds certain benchmark returns or other performance targets. The Company records performance fees and allocations as a component of revenue once the performance fee or allocation, as applicable, has crystallized. As a result, there is no estimate or variability in the consideration when revenue is recorded.
Equity-Based Compensation
Equity-based compensation cost relating to the issuance of share-based awards to employees is based on the fair value of the award at the date of grant, which is expensed ratably over the requisite service period, net of estimated forfeitures. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. Therefore, changes in the forfeiture assumptions may affect the timing of the total amount of expense recognized over the vesting period. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. Equity-based awards that do not require future service are expensed immediately. Equity-based awards that have the potential to be settled in cash at the election of the employee or prior to the reorganization related to redeemable partnership units are classified as liabilities (“Liability Awards”) and are adjusted to fair value at the end of each reporting period.
Leases
The Company accounts for leases under “Topic 842, Leases” (“ASC 842”), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. ASC 842 established a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the Condensed Consolidated Statement of Operations.
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Income Taxes
Silvercrest and SFS are subject to federal and state corporate income tax, which requires an asset and liability approach to the financial accounting and reporting of income taxes. SLP is not subject to federal and state income taxes, since all income, gains and losses are passed through to its partners. SLP is, however, subject to New York City unincorporated business tax. With respect to the Company’s incorporated entities, the annual tax rate is based on the income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Judgment is required in determining the tax expense and in evaluating tax positions. The tax effects of any uncertain tax position (“UTP”) taken or expected to be taken in income tax returns are recognized only if it is “more likely-than-not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the Condensed Consolidated Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to UTPs in income tax expense.
The Company recognizes the benefit of a UTP in the period when it is effectively settled. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. Significant provisions of the OBBBA include the permanent extension of certain provisions of the 2017 Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently evaluating the OBBBA and its potential impact on the Company’s Condensed Consolidated Financial Statements.
Recent Accounting Developments
In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures”. Under the ASU, all public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 will become effective for the Company for annual periods beginning after December 15, 2024. The Company does not expect the adoption of ASU 2023-09 to have a material effect on the Company's Condensed Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses”. Under the ASU, all public business entities are required to disaggregate disclosure of income statement expenses. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories within the footnote to the financial statements. ASU 2024-03 will become effective for the Company for annual periods beginning after December 15, 2026. The Company does not expect the adoption of ASU 2024-03 to have a material effect on the Company's Condensed Consolidated Financial Statements.
In May 2025, the FASB issued ASU 2025-03, “Identifying the Accounting Acquirer in a Business Combination”. This ASU clarifies that, in determining the accounting acquirer in “a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired,” an entity would be required to consider the factors in ASC 805-10-55-12 through 55-15. Previously, the accounting acquirer in such transactions was always the primary beneficiary. ASU 2025-03 will become effective for the Company for annual periods beginning after December 15, 2026. The Company does not expect the adoption of ASU 2025-03 to have a material effect on the Company's Condensed Consolidated Financial Statements.
In May 2025, the FASB issued ASU 2025-04, “Clarifications to Share-Based Consideration Payable by a Customer”. This ASU intends to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. In addition, the ASU clarifies that the guidance in ASC 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer “regardless of whether an award’s grant date has occurred.” ASU 2025-04 will become effective for the Company for annual periods beginning after December 15, 2026. The Company does not expect the adoption of ASU 2025-04 to have a material effect on the Company's Condensed Consolidated Financial Statements.
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3. INVESTMENTS AND FAIR VALUE MEASUREMENTS
Investments include $153 as of September 30, 2025 and $1,354 as of December 31, 2024, representing the Company’s interests in the Silvercrest Funds which have been established and managed by the Company and its affiliates. The Company’s financial interest in these funds can range in amounts up to 2% of the net assets of the funds. The Company applies the equity method to account for its interests in affiliated investment funds, despite the Company’s insignificant financial interest therein, because the Company exercises significant influence over and typically serves as the general partner, managing member, or equivalent of these funds. During 2007, the Silvercrest Funds granted the unaffiliated investors in each respective fund the right, by a simple majority of the fund’s unaffiliated investors, without cause, to remove the general partner or equivalent of that fund or to accelerate the liquidation date of that fund in accordance with certain procedures. At September 30, 2025 and December 31, 2024, the Company determined that none of the Silvercrest Funds were required to be consolidated. The Company’s involvement with these entities began on the dates that they were formed, which range from July 2003 to July 2014.
Fair Value Measurements
GAAP establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment, the characteristics specific to the investment and the state of the marketplace including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices in an orderly market generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.
At September 30, 2025 and December 31, 2024, the Company did not have any financial assets or liabilities that are recorded at fair value on a recurring basis.
At September 30, 2025 and December 31, 2024, financial instruments that are not held at fair value are categorized in the table below:
December 31, 2024
CarryingAmount
FairValue
Financial Assets:
Cash and cash equivalents(1)
Investments(2)
4. RECEIVABLES, NET
The following is a summary of receivables as of September 30, 2025 and December 31, 2024:
Management and advisory fees receivable
3,259
5,401
Unbilled receivables
10,044
6,856
Other receivables
248
Receivables
13,485
12,505
Allowance for doubtful receivables
(280
5. FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET
The following is a summary of furniture, equipment and leasehold improvements, net as of September 30, 2025 and December 31, 2024:
Leasehold improvements
9,601
9,439
Furniture and equipment
14,376
12,859
Artwork
619
Total cost
24,596
22,917
Accumulated depreciation and amortization
(16,963
(15,530
Depreciation expense for the three months ended September 30, 2025 and 2024 was $478 and $434, respectively. Depreciation expense for the nine months ended September 30, 2025 and 2024 was $1,435 and $1,301, respectively.
During the three and nine months ended September 30, 2024, the Company wrote off assets with a cost of $236 and accumulated depreciation of $236.
6. GOODWILL
The following is a summary of the changes to the carrying amount of goodwill for the nine months ended September 30, 2025 and the year ended December 31, 2024:
Beginning
Gross balance
81,090
Accumulated impairment losses
(17,415
Net balance
Ending
7. INTANGIBLE ASSETS, NET
The following is a summary of intangible assets, net as of September 30, 2025 and December 31, 2024:
CustomerRelationships
OtherIntangibleAssets
Total
Cost
Balance, January 1, 2025
44,060
2,461
46,521
Balance, September 30, 2025
Useful lives
10-20 years
3-5 years
Accumulated amortization
(27,416
(2,461
(29,877
Amortization expense
(1,645
(29,061
(31,522
Net book value
Balance, January 1, 2024
Balance, September 30, 2024
(25,127
(27,588
(1,717
(26,844
(29,305
Net Book Value
17,216
Amortization expense related to intangible assets, net was $548 and $572 for the three months ended September 30, 2025 and 2024, respectively. Amortization expense related to intangible assets, net was $1,645 and $1,717 for the nine months ended September 30, 2025 and 2024, respectively.
Amortization related to the Company’s finite life intangible assets is scheduled to be expensed over the next five years and thereafter as follows:
Remainder of 2025
548
2026
1,832
2027
1,828
2028
1,824
2029
1,820
Thereafter
7,147
8. DEBT
Credit Facility
On June 24, 2013, the subsidiaries of Silvercrest L.P. entered into a $15.0 million credit facility with City National Bank. The subsidiaries of Silvercrest L.P. are the borrowers under such facility and Silvercrest L.P. guarantees the obligations of its subsidiaries under the credit facility. The credit facility is secured by certain assets of Silvercrest L.P. and its subsidiaries. The credit facility consisted of a $7.5 million delayed draw term loan that was scheduled to mature on June 24, 2025, and a $7.5 million revolving credit facility that was scheduled to mature on June 21, 2019. Effective July 1, 2019, the credit facility was increased and consisted of a $25.5 million delayed draw term loan that was to mature on July 1, 2026, and a $10.0 million revolving credit facility with a stated maturity date of June 18, 2024 and a stated term loan draw date of July 1, 2024. On June 17, 2022, the revolving credit facility was amended to replace LIBOR terms with its successor, the Secured Overnight Financing Rate (“SOFR”). The loan bears interest at either (a) the higher of the prime rate plus a margin of 0.25 percentage points and 2.5% or (b) the SOFR rate plus 2.80 percentage points, at the borrowers’ option. On February 15, 2022, the credit facility was amended and restated to reflect changes to various definitions and related clauses with respect to the Company’s subsidiaries. The credit facility contains restrictions on, among other things, (i) incurrence of additional debt, (ii) creating liens on certain assets, (iii) making certain investments, (iv) consolidating, merging or otherwise disposing of substantially all of our assets, (v) the sale of certain assets, and (vi) entering into transactions with
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affiliates. In addition, the credit facility contains certain financial covenants including a test on discretionary assets under management, maximum debt to EBITDA and a fixed charge coverage ratio. The credit facility contains customary events of default, including the occurrence of a change in control which includes a person or group of persons acting together acquiring more than 30% of the total voting securities of Silvercrest. On June 18, 2024, the subsidiaries of Silvercrest L.P. and City National Bank entered into an Amendment and Restatement Agreement, which amends and restates the credit facility (as so amended and restated, the “A&R Credit Agreement”) whereby, among other items, (i) the term loan maturity date was extended until June 18, 2027, (ii) the term loan draw date was extended to June 18, 2025, (iii) the term loan commitment was decreased from $25.5 million to $10.0 million as a result of the repayment in full of the existing term loans previously borrowed under the Credit Agreement, and (iv) the $10.0 million revolving credit facility maturity date was extended until June 18, 2025. Additionally, the quarterly installments due upon termination of the term loan commitment were revised to equal 5% of the aggregate principal amount of term loans outstanding as of June 18, 2025 (after giving effect to any term loan made on such date). The fee structure was amended so as to provide for an upfront fee of $15,000 and additional commitment fee of up to $100,000 payable in three installments of $33,333.33 each, subject to the terms of the A&R Credit Agreement, and the unused line fee with respect to the term loan commitment was increased to 0.75% per annum times the actual daily amount of unused term loan commitment for the immediately preceding fiscal quarter. The credit agreement and all other loan documents between the Credit Parties and City National Bank continued in full force and effect. On June 18, 2025, the Credit Parties and City National Bank entered into the First Amendment to the A&R Credit Agreement (the “First Amendment”), whereby, among other items, (i) the term loan maturity date was extended until June 18, 2028, subject to two one-year extensions to June 18, 2030 upon the request of the Credit Parties so long as no Default or Event of Default (each as defined in the First Amendment) exists, (ii) the revolving credit facility maturity date was extended until June 18, 2026, and (iii) the term loan draw date was extended to June 18, 2026. The fee structure was amended so as to provide for additional annual yearly payments of $33,333.33, subject to the terms of the First Amendment. The Company was in compliance with the covenants under the credit facility as of September 30, 2025.
As of September 30, 2025 and December 31, 2024, the Company did not have any outstanding borrowings under the revolving credit facility. As of September 30, 2025 and December 31, 2024, the Company did not have any outstanding borrowings under the term loan.
Interest expense, which also includes amortization of deferred financing fees, incurred on the revolving credit facility and term loan for the three months ended September 30, 2025 and 2024 was $12 and $12, respectively. Interest expense, which also includes amortization of deferred financing fees, incurred on the revolving credit facility and term loan for the nine months ended September 30, 2025 and 2024 was $36 and $84, respectively.
9. COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company leases office space pursuant to operating leases that are subject to specific escalation clauses. Rent expense charged to operations for the three months ended September 30, 2025 and 2024 amounted to $1,816 and $1,709, respectively. The Company received sublease income from sub-tenants during the three months ended September 30, 2025 and 2024 of $0 and $30, respectively. Therefore, for the three months ended September 30, 2025 and 2024, net rent expense amounted to $1,816 and $1,679, respectively, and is included in general and administrative expenses in the Condensed Consolidated Statements of Operations.
Rent expense charged to operations for the nine months ended September 30, 2025 and 2024 amounted to $5,273 and $5,102, respectively. The Company received sublease income from sub-tenants during the nine months ended September 30, 2025 and 2024 of $40 and $96, respectively. Therefore, for the nine months ended September 30, 2025 and 2024, net rent expense amounted to $5,233 and $5,006, respectively, and is included in general and administrative expenses in the Condensed Consolidated Statements of Operations.
As security for performance under the leases, the Company is required to maintain letters of credit in favor of the landlord totaling $506 as of September 30, 2025 and December 31, 2024. Furthermore, the Company maintains an $80 letter of credit in favor of its Boston landlord. Both are collateralized by the Company’s revolving credit facility with City National Bank.
In December 2015, the Company extended its lease related to its New York City office space. The amended lease commenced on October 1, 2017 and expires on September 30, 2028. The lease is subject to escalation clauses and provides for a rent-free period of twelve months and for tenant improvements of up to $2,080. Monthly rent under this extension is $420.
In February 2025, the Company entered into a lease agreement for office space in Singapore. The lease commenced on May 16, 2025 and has an expiration date of May 15, 2031. The lease is subject to escalation clauses. Monthly rent expense is S$34 ($26). The Company paid a refundable security deposit of S$94 ($74).
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The components of lease expense for the three and nine months ended September 30, 2025 and 2024 were as follows:
Three Months Ended September 30,
Operating Lease Cost
1,621
1,532
4,726
4,590
Financing Lease Cost:
Amortization of ROU assets
32
29
97
Interest on lease liabilities
35
106
Future minimum lease payments and rentals under lease agreements for office space are as follows:
Operating Leases
Non-cancellableSubleases
Operating LeaseLiabilities
1,723
7,056
7,023
5,426
815
2,030
24,073
Weighted-average remaining lease term – operating leases (months)
48.2
Weighted-average discount rate
5.2
%
The aggregate principal balance of finance leases was $175 and $262 as of September 30, 2025 and December 31, 2024, respectively.
The assets relating to finance leases that are included in equipment as of September 30, 2025 and December 31, 2024 are as follows:
Finance lease assets included in furniture and equipment
565
555
Less: Accumulated depreciation and amortization
(398
(301
Depreciation expense relating to finance lease assets was $32 and $29 for the three months ended September 30, 2025 and 2024, respectively. Depreciation expense relating to finance lease assets was $97 and $94 for the nine months ended September 30, 2025 and 2024, respectively.
Future minimum lease payments under finance leases are as follows:
Future Minimum LeaseCommitments
31
91
51
176
Weighted-average remaining lease term – finance leases (months)
21.5
5.5
10. EQUITY
SLP has historically made, and will continue to make, distributions of its net income to the holders of its partnership units for income tax purposes as required under the terms of its Second Amended and Restated Limited Partnership Agreement and also made, and will continue to make, additional distributions of net income under the terms of its Second Amended and Restated Limited Partnership Agreement. Partnership distributions totaled $1,452 and $1,479, for the three months ended September 30, 2025 and 2024, respectively. Partnership distributions totaled $5,682 and $6,395, for the nine months ended September 30, 2025 and 2024, respectively. The distributions are included in non-controlling interests in the Condensed Consolidated Statements of Financial Condition and Condensed Consolidated Statement of Changes in Equity for the nine months ended September 30, 2025 and 2024.
Pursuant to SLP’s Second Amended and Restated Limited Partnership Agreement, partner incentive allocations are treated as distributions of net income. The remaining net income or loss after partner incentive allocations was generally allocated to the partners based on their pro rata ownership. Net income allocation is subject to the recovery of the allocated losses of prior periods. The Company treats SLP’s partner incentive allocations as compensation expense and accrues such amounts when earned. During the three months ended September 30, 2025 and 2024, SLP accrued partner incentive allocations of $7,775 and $7,222, respectively. During the nine months ended September 30, 2025 and 2024, SLP accrued partner incentive allocations of $21,128 and $21,713, respectively. During the nine months ended September 30, 2025 and 2024, the Company distributed $30,754 and $30,008, respectively, of previously accrued partner incentive allocations.
Silvercrest—Equity
Silvercrest has the following authorized and outstanding equity:
Shares at September 30, 2025
Authorized
Outstanding
Voting Rights
EconomicRights
Common shares
Class A, par value $0.01 per share
50,000,000
8,240,149
1 vote per share (1), (2)
All (1), (2)
Class B, par value $0.01 per share
25,000,000
4,117,303
1 vote per share (3), (4)
None (3), (4)
Preferred shares
Preferred stock, par value $0.01 per share
10,000,000
See footnote (5) below
Silvercrest is dependent on cash generated by SLP to fund any dividends. Generally, SLP will distribute its profits to all of its partners, including Silvercrest, based on the proportionate ownership each holds in SLP. Silvercrest will fund dividends to its stockholders from its proportionate share of those distributions after provision for its income taxes and other obligations.
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During the nine months ended September 30, 2025, Silvercrest issued the following shares:
# of
Shares
Class A common stock outstanding - January 1, 2025
9,376,280
Issuance of Class A common stock upon exchange of Class B units for Class A common stock
353,919
Purchase of Class A common stock of Silvercrest Asset Management Group Inc.
(1,503,733
Issuance of Class A common stock upon vesting of restricted stock units
13,683
Class A common shares outstanding – September 30, 2025
Class B common stock outstanding - January 1, 2025
4,373,315
Issuance of Class B common stock
29,927
Cancellation of Class B common stock upon exchange of Class B units for Class A common stock
(353,919
67,980
Class B common shares outstanding – September 30, 2025
The total amount of shares of Class B common stock outstanding and held by principals equals the number of Class B units those individuals hold in SLP. Shares of Silvercrest’s Class B common stock are issuable only in connection with the issuance of Class B units of SLP. When a vested or unvested Class B unit is issued by SLP, Silvercrest will issue to the holder one share of its Class B common stock in exchange for the payment of its par value. Each share of Silvercrest’s Class B common stock will be redeemed for its par value and cancelled by Silvercrest if the holder of the corresponding Class B unit exchanges or forfeits its Class B unit pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of SLP, the terms of the 2012 Equity Incentive Plan of Silvercrest, or otherwise.
11. NOTES RECEIVABLE FROM PARTNERS
Partner contributions to SLP are made in cash, in the form of five or six year interest-bearing promissory notes and/or in the form of nine year interest-bearing limited recourse promissory notes. Certain notes receivable are payable in annual installments and are collateralized by SLP’s units that are purchased with the note. Notes receivable from SLP’s partners are reflected as a reduction of non-controlling interests in the Condensed Consolidated Statements of Financial Condition.
Notes receivable from SLP’s partners are as follows for the nine months ended September 30, 2025 and the year ended December 31, 2024:
Beginning balance
251
344
New notes issued to partners
Repayment of notes
(76
(94
Interest accrued and capitalized on notes receivable
Ending balance
674
Full recourse notes receivable from SLP’s partners as of September 30, 2025 and December 31, 2024 are $674 and $251, respectively. There were no limited recourse notes receivable from SLP’s partners as of September 30, 2025 or December 31, 2024. There is no allowance for credit losses on notes receivable from partners as of September 30, 2025 or December 31, 2024.
12. RELATED PARTY TRANSACTIONS
During the first nine months of 2025 and 2024, the Company provided services to the following, which operate as feeder funds investing through master-feeder or mini-master feeder structures:
The Company also provides services to the following, which operate and invest separately as stand-alone funds:
Pursuant to agreements with the above entities, the Company provides investment advisory services and receives an annual management fee of 0% to 1.75% of assets under management and a performance fee or allocation of 0% to 10% of the above entities’ net appreciation over a high-water mark.
For the three months ended September 30, 2025 and 2024, the Company earned from the above activities management fee income, which is included in management and advisory fees in the Condensed Consolidated Statements of Operations, of $932 and $1,022, respectively. For the nine months ended September 30, 2025 and 2024, the Company earned from the above activities management fee income, which is included in management and advisory fees in the Condensed Consolidated Statements of Operations, of $2,769 and $3,034, respectively. As of September 30, 2025 and December 31, 2024, the Company was owed $486 and $945, respectively, from its various funds, which is included in Due from Silvercrest Funds on the Condensed Consolidated Statements of Financial Condition.
For the three months ended September 30, 2025 and 2024, the Company earned management and advisory fees of $479 and $457, respectively, from assets managed on behalf of certain of its employees. For the nine months ended September 30, 2025 and 2024, the Company earned management and advisory fees of $1,422 and $1,374, respectively, from assets managed on behalf of certain of its employees. As of September 30, 2025 and December 31, 2024, the Company is owed approximately $135 and $98, respectively, from certain of its employees, which is included in receivables, net on the Condensed Consolidated Statements of Financial Condition.
13. INCOME TAXES
As of September 30, 2025, the Company had net deferred tax assets of $1,720, which is recorded as a deferred tax asset of $2,076 specific to Silvercrest which consists primarily of assets related to temporary differences between the financial statement and tax bases
of intangible assets related to its acquisition of partnership units of SLP, a deferred tax liability of $356 specific to SLP which consists primarily of assets related to deferred rent expenses offset in part by amounts for differences in the financial statement and tax bases of intangible assets and a deferred tax liability of $0 related to the corporate activity of SFS which is primarily related to temporary differences between the financial statement and tax bases of intangible assets. Of the total net deferred taxes at September 30, 2025, $121 of the net deferred tax liabilities relate to non-controlling interests. These amounts are included in prepaid expenses and other assets and deferred tax and other liabilities on the Condensed Consolidated Statement of Financial Condition, respectively.
As of December 31, 2024, the Company had a net deferred tax asset of $3,924, which is recorded as a net deferred tax asset of $4,220 specific to Silvercrest, which consists primarily of net assets related to temporary differences between the financial statement and tax bases of intangibles related to its acquisition of partnership units of SLP, a net deferred tax liability of $296 specific to SLP which consists primarily of liabilities related to differences between the financial statement and tax bases of intangible assets.
The Company has recorded a deferred tax asset associated with net operating losses of its foreign subsidiary. Realization of the deferred tax asset is contingent on the foreign subsidiary generating future taxable income. Given the foreign subsidiary has recently initiated operations and does not yet have a history of sales, the Company has concluded that the deferred tax asset does not currently meet the more-likely-than-not threshold for realizability. Accordingly, a full valuation allowance has been recorded with respect to the net operating losses of the Company’s foreign subsidiary in the amount of $504 at September 30, 2025. As of December 31, 2024, the amount of the valuation allowance was $314.
The current tax (benefit) expense was ($217) and $356 for the three months ended September 30, 2025 and 2024, respectively. Of the amount for the three months ended September 30, 2025, ($276) relates to Silvercrest’s corporate tax (benefit) expense, $58 relates to SLP’s state and local liability and $1 relates to SFS’s corporate tax expense. The deferred tax expense for the three months ended September 30, 2025 and 2024 was $608 and $740, respectively. When combined with current tax expense, the total income tax provision for the three months ended September 30, 2025 and 2024 is $391 and $1,096, respectively. There was discrete tax expense of ($363) for the three months ended September 30, 2025. The discrete tax expense was primarily attributable to nonrecurring compensation expenses. There was no material discrete tax expense for the three months ended September 30, 2024.
The current tax expense was $1,127 and $2,092 for the nine months ended September 30, 2025 and 2024, respectively. Of the amount for the nine months ended September 30, 2025, $547 relates to Silvercrest’s corporate tax expense, $578 relates to SLP’s state and local liability and $2 relates to SFS’s corporate tax expense. The deferred tax expense for the nine months ended September 30, 2025 and 2024 was $1,498 and $1,493, respectively. When combined with current tax expense, the total income tax provision for the nine months ended September 30, 2025 and 2024 is $2,625 and $3,585, respectively. There was discrete tax expense of ($363) for the nine months ended September 30, 2025. The discrete tax expense was primarily attributable to nonrecurring compensation expenses. There was no material discrete tax expense for the nine months ended September 30, 2024.
The current tax expense decreased from the comparable period in 2024 mainly due to a reduction in profitability.
Of the total current tax expense for the three months ended September 30, 2025 and 2024, $23 and $59, respectively, relates to non-controlling interests. Of the deferred tax expense for the three months ended September 30, 2025 and 2024, $10 and $4, respectively, relates to non-controlling interests. When combined with current tax expense, the total income tax provision for the three months ended September 30, 2025 and 2024 related to non-controlling interests is $33 and $63, respectively. 6
Of the total current tax expense for the nine months ended September 30, 2025 and 2024, $187 and $203, respectively, relates to non-controlling interests. Of the deferred tax expense for the nine months ended September 30, 2025 and 2024, $19 and $12, respectively, relates to non-controlling interests. When combined with current tax expense, the total income tax provision for the nine months ended September 30, 2025 and 2024 related to non-controlling interests is $206 and $215, respectively.
In the normal course of business, the Company is subject to examination by federal, state, and local tax regulators. As of September 30, 2025, the Company’s U.S. federal income tax returns for the years 2022 through 2025 are open under the normal three-year statute of limitations and therefore subject to examination.
The guidance for accounting for uncertainty in income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company does not believe that it has any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months. Furthermore, the Company does not have any material uncertain tax positions at September 30, 2025 and 2024.
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14. REDEEMABLE PARTNERSHIP UNITS
If a principal of SLP is terminated for cause, SLP would have the right to redeem all of the vested Class B units collectively held by the principal and his or her permitted transferees for a purchase price equal to the lesser of (i) the aggregate capital account balance in SLP of the principal and his or her permitted transferees and (ii) the purchase price paid by the terminated principal to first acquire the Class B units.
15. EQUITY-BASED COMPENSATION
Restricted Stock Units and Stock Options
On November 2, 2012, the Company’s board of directors adopted the 2012 Equity Incentive Plan.
A total of 1,687,500 shares were originally reserved and available for issuance under the 2012 Equity Incentive Plan. On June 8, 2022, the 2012 Equity Incentive Plan was amended to increase the number of shares issuable under the plan by 1,050,000, to a total of 2,737,500. On June 4, 2025, the 2012 Equity Incentive Plan was further amended to increase the number of shares issuable under the plan by 1,500,000, to a total of 4,237,500. As of September 30, 2025, 2,322,416 shares are available for grant. The equity interests may be issued in the form of shares of the Company’s Class A common stock and Class B units of SLP. (All references to units or interests of SLP refer to Class B units of SLP and accompanying shares of Class B common stock of Silvercrest).
In May 2019, the Company granted 60,742 NQOs under the 2012 Equity Incentive Plan to an existing Class B unit holder. The fair value of the NQOs has been derived using the Black-Scholes method with the following assumptions: Strike price of $14.54, Risk Free rate of 2.32% (5-year treasury rate), expiration of 5 years and volatility of 34.2%. Additionally, the calculation of the compensation expense assumes a forfeiture rate of 1.0%, based on historical experience. These NQOs will vest and become exercisable into Class B units of SLP. One third of the NQOs will vest and become exercisable on each of the first, second and third anniversaries of the grant date. These NQOs were exercised in April 2024. A total of 456 Class B shares were issued and 60,286 shares were surrendered and are again available to be granted under the 2012 Equity Incentive Plan.
In May 2020, the Company granted 86,764 NQOs under the 2012 Equity Incentive Plan to an existing Class B unit holder. The fair value of the NQOs has been derived using the Black-Scholes method with the following assumptions: Strike price of $10.18, Risk Free rate of 0.64% (10-year treasury rate), expiration of 10 years and volatility of 48.0%. Additionally, the calculation of the compensation expense assumes a forfeiture rate of 1.0%, based on historical experience. These NQOs will vest and become exercisable into Class B units of SLP. One third of the NQOs vested and became exercisable on each of the first, second and third anniversaries of the grant date.
In May 2020, the Company granted 49,116 RSUs under the 2012 Equity Incentive Plan at a fair value of $10.11 per share to an existing Class B unit holder. These RSUs will vest and settle in the form of Class B shares of SLP. Twenty-five percent of the RSUs granted vested and settled on each of the first, second, third and fourth anniversaries of the grant date.
In May 2021, the Company granted 116,823 RSUs under the 2012 Equity Incentive Plan at a fair value of $13.91 per share to existing Class B unit holders. These RSUs will vest and settle in the form of Class B shares of SLP. Twenty-five percent of the RSUs granted vested and settled on each of the first, second, third and fourth anniversaries of the grant date.
In May 2021, the Company granted 11,635 RSUs under the 2012 Equity Incentive Plan at a fair value of $14.61 per share to existing Class A unit holders. These RSUs vested and settled in the form of Class A shares of SLP in May 2024.
In August 2021, the Company granted 1,827 RSUs under the 2012 Equity Incentive Plan at a fair value of $15.96 per share to an existing Class A unit holder. These RSUs vested and settled in the form of Class A shares of SLP in August 2024.
In May 2022, the Company granted 10,270 RSUs under the 2012 Equity Incentive Plan at a fair value of $21.42 per share to existing Class A unit holders. The RSUs vested and settled in the form of Class A shares of SLP in May 2025.
In November 2022, the Company granted 92,154 RSUs under the 2012 Equity Incentive Plan at a fair value of $18.99 per share to existing Class B unit holders. These RSUs will vest and settle in the form of Class B shares of SLP. Twenty-five percent of the RSUs granted will vest and settle on each of the first, second, third and fourth anniversaries of the grant date.
In April 2023, the Company granted 101,192 RSUs under the 2012 Equity Incentive Plan at a fair value of $18.18 per share to existing Class B unit holders. These RSUs will vest and settle in the form of Class B shares of SLP. Twenty-five percent of the RSUs granted will vest and settle on each of the first, second, third and fourth anniversaries of the grant date.
In May 2023, the Company granted 11,822 RSUs under the 2012 Equity Incentive Plan at a fair value of $18.61 per share to existing Class A unit holders. These RSUs will vest and settle in the form of Class A shares of SLP. The RSUs will vest and settle on the third anniversary of the grant date.
In May 2024, the Company granted 3,413 RSUs under the 2012 Equity Incentive Plan at a fair value of $14.65 per share to an existing Class A unit holder. The RSUs vested and settled in the form of Class A shares of SLP in May 2025.
In May 2024, the Company granted 11,604 RSUs under the 2012 Equity Incentive Plan at a fair value of $14.65 per share to existing Class B unit holders. These RSUs will vest and settle in the form of Class B shares of SLP. The RSUs will vest and settle on the third anniversary of the grant date.
In May 2024, the Company granted 53,902 RSUs under the 2012 Equity Incentive Plan at a fair value of $14.65 per share to existing Class B unit holders. These RSUs will vest and settle in the form of Class B shares of SLP. Twenty-five percent of the RSUs granted will vest and settle on each of the first, second, third and fourth anniversaries of the grant date.
In May 2024, the Company granted 279,529 NQOs under the 2012 Equity Incentive Plan to an existing Class B unit holder. The fair value of the NQOs has been derived using the Black-Scholes method with the following assumptions: Strike price of $14.65, Risk Free rate of 4.63% (10-year treasury rate), expiration of 10 years, volatility of 35.5% and an annual rate of quarterly dividends of 5.19%. Additionally, the calculation of the compensation expense assumes a forfeiture rate of 1.0%, based on historical experience. These NQOs will vest and become exercisable into Class B units of SLP. One third of the NQOs will vest and become exercisable on each of the first, second and third anniversaries of the grant date.
A summary of the RSU grants by the Company as of September 30, 2025 and 2024 is presented below:
Restricted Stock Units Granted
Units
Fair Value per unit
Total granted at January 1, 2025
242,188
$13.91 – 21.42
Vested
(81,663
Total granted at September 30, 2025
160,525
Total granted at January 1, 2024
276,552
$10.18 – 21.42
Granted
68,919
14.65
(80,245
$10.18 – 18.18
Total granted at September 30, 2024
265,226
A summary of the NQO grants by the Company as of September 30, 2025 and 2024 is presented below:
Non-Qualified Options Granted
366,293
$10.18 – 14.65
147,506
$10.18 – 14.54
279,529
Exercised
(456
14.54
Forfeited
(60,286
For the three months ended September 30, 2025 and 2024, the Company recorded compensation expense related to such RSUs and NQOs of $353 and $535, respectively, as part of total compensation expense in the Condensed Consolidated Statements of Operations for the period then ended. For the nine months ended September 30, 2025 and 2024, the Company recorded compensation expense related to such RSUs and NQOs of $1,208 and $1,374, respectively, as part of total compensation expense in the Condensed Consolidated Statements of Operations for the period then ended. As of September 30, 2025 and December 31, 2024, there was $2,189 and $3,378, respectively, of unrecognized compensation expense related to unvested awards. As of September 30, 2025 and December 31, 2024, the unrecognized compensation expense related to unvested awards is expected to be recognized over a period of 1.49 and 1.60 years, respectively.
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16. DEFINED CONTRIBUTION AND DEFERRED COMPENSATION PLANS
SAMG LLC has a defined contribution 401(k) savings plan (the “Plan”) for all eligible employees who meet the minimum age and service requirements as defined in the Plan. The Plan is designed to be a qualified plan under sections 401(a) and 401(k) of the Internal Revenue Code. For employees who qualify under the terms of the Plan, on an annual basis Silvercrest matches dollar for dollar an employee’s contributions up to the first 4% of compensation. For the three months ended September 30, 2025 and 2024, Silvercrest made matching contributions of $29 and $22, respectively, for the benefit of employees. For the nine months ended September 30, 2025 and 2024, Silvercrest made matching contributions of $88 and $64, respectively, for the benefit of employees.
17. SOFT DOLLAR ARRANGEMENTS
The Company obtains research and other services through “soft dollar” arrangements. The Company receives credits from broker-dealers whereby technology-based research, market quotation and/or market survey services are effectively paid for in whole or in part by “soft dollar” brokerage arrangements. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides a “safe harbor” to an investment adviser against claims that it breached its fiduciary duty under state or federal law (including ERISA) solely because the adviser caused its clients’ accounts to pay more than the lowest available commission for executing a securities trade in return for brokerage and research services. To rely on the safe harbor offered by Section 28(e), (i) the Company must make a good-faith determination that the amount of commissions is reasonable in relation to the value of the brokerage and research services being received and (ii) the brokerage and research services must provide lawful and appropriate assistance to the Company in carrying out its investment decision-making responsibilities. If the use of soft dollars is limited or prohibited in the future by regulation, the Company may have to bear the costs of such research and other services. For the three months ended September 30, 2025 and 2024, the Company utilized “soft dollar” credits of $90 and $94, respectively. For the nine months ended September 30, 2025 and 2024, the Company utilized “soft dollar” credits of $269 and $519, respectively.
*****
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are a full-service wealth management firm focused on providing financial advisory and related family office services to ultra-high net worth individuals and institutional investors. In addition to a wide range of investment capabilities, we offer a full suite of complementary and customized family office services for families seeking a comprehensive oversight of their financial affairs. During the three months ended September 30, 2025, our assets under management increased by 2.5% from $36.7 billion to $37.6 billion. During the nine months ended September 30, 2025, our assets under management increased by 3.0% from $36.5 billion to $37.6 billion.
The business includes the management of funds of funds, and other investment funds, collectively referred to as the “Silvercrest Funds.” As of September 30, 2025, Silvercrest L.P. has issued Restricted Stock Units exercisable for 137,100 Class B units which entitle the holders thereof to receive distributions from Silvercrest L.P. to the same extent as if the underlying Class B units were outstanding. Net profits and net losses of Silvercrest L.P. will be allocated, and distributions from Silvercrest L.P. will be made, to its current partners pro rata in accordance with their respective partnership units (and assuming the Class B units underlying all restricted stock units are outstanding).
The historical results of operations discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations include those of Silvercrest L.P. and its subsidiaries. As the general partner of Silvercrest L.P., we control its business and affairs and, therefore, consolidate its financial results with ours. The interests of the limited partners’ collective 33.0% partnership interest in Silvercrest L.P. as of September 30, 2025 are reflected in non-controlling interests in our Condensed Consolidated Financial Statements.
Key Performance Indicators
When we review our performance, we focus on the indicators described below:
(in thousands except as indicated)
Income before other income (expense), net
Net income margin
3.5
12.3
8.7
14.2
Adjusted EBITDA (1)
4,529
6,346
16,761
21,031
Adjusted EBITDA margin (2)
14.5
20.9
18.0
22.9
Assets under management at period end (billions)
37.6
35.1
Average assets under management (billions) (3)
37.2
34.2
37.1
34.3
We generate revenue from management and advisory fees, performance fees and allocations, and family office services fees. Our management and advisory fees are generated by managing assets on behalf of separate accounts and acting as investment adviser for various investment funds. Our performance fees and allocations relate to assets managed in external investment strategies in which we have a revenue sharing arrangement and in funds in which we have no partnership interest. Our management and advisory fees and family office services fees income is recognized through the course of the period in which these services are provided. Income from performance fees and allocations is recorded at the conclusion of the contractual performance period when all contingencies are
resolved. In certain arrangements, we are only entitled to receive performance fees and allocations when the return on assets under management exceeds certain benchmark returns or other performance targets.
The discretionary investment management agreements for our separately managed accounts do not have a specified term. Rather, each agreement may be terminated by either party at any time, unless otherwise agreed with the client, upon written notice of termination to the other party. The investment management agreements for our private funds are generally in effect from year to year, and may be terminated at the end of any year (or, in certain cases, on the anniversary of execution of the agreement) (i) by us upon 30 or 90 days’ prior written notice and (ii) after receiving the affirmative vote of a specified percentage of the investors in the private fund that are not affiliated with us, by the private fund on 60 or 90 days’ prior written notice. The investment management agreements for our private funds may also generally be terminated effective immediately by either party where the non-terminating party (i) commits a material breach of the terms subject, in certain cases, to a cure period, (ii) is found to have committed fraud, gross negligence or willful misconduct or (iii) terminates, becomes bankrupt, becomes insolvent or dissolves. Each of our investment management agreements contains customary indemnification obligations from us to our clients. The tables below set forth the amount of assets under management, the percentage of management and advisory fees revenues, the amount of revenue recognized, and the average assets under management for discretionary managed accounts and for private funds for each period presented.
Discretionary Managed Accounts
(in billions)
Assets Under Management (“AUM”) concentrated in Discretionary Managed Accounts
23.9
22.2
Average AUM For Discretionary Managed Accounts
23.6
21.7
23.4
21.9
Discretionary Managed Accounts Revenue (in millions)
29.2
28.4
87.1
85.4
Percentage of management and advisory fees revenue
Private Funds
AUM concentrated in Private Funds
0.4
Average AUM For Private Funds
0.5
Private Funds Revenue (in millions)
0.9
1.0
2.7
3.0
Our management and advisory fees are primarily driven by the level of our assets under management. Our assets under management increase or decrease based on the net inflows or outflows of funds into our various investment strategies and the investment performance of our clients’ accounts. In order to increase our assets under management and expand our business, we must develop and market investment strategies that suit the investment needs of our target clients and provide attractive returns over the long term. Our ability to continue to attract clients will depend on a variety of factors including, among others:
The majority of management and advisory fees that we earn on separately managed accounts are based on the value of assets under management on the last day of each calendar quarter. Most of our management and advisory fees are billed quarterly in advance on the first day of each calendar quarter. Our basic annual fee schedule for management of clients’ assets in separately managed accounts is: (i) for managed equity or balanced portfolios, 1% of the first $10 million and 0.60% on the balance, (ii) for managed fixed income only portfolios, 0.40% on the first $10 million and 0.30% on the balance, (iii) for the municipal value strategy, 0.65%, (iv) for Cortina’s equity portfolios, 1% on the first $25 million, 0.90% on the next $50 million and 0.80% on the balance, (v) for outsourced chief investment officer portfolios, 0.40% on the first $50 million, 0.32% on the next $50 million and 0.24% on the balance and (vi) for the global value equity strategy, 0.15% per annum on the first AUD1.5 billion, 0.14% per annum on the next AUD1.5 billion, 0.11% per annum on the next AUD1.0 billion, 0.08% per annum on the next AUD1.0 billion and 0.05% per annum above AUD5.0 billion. Our fee for monitoring non-discretionary assets can range from 0.05% to 0.01%, but can also be incorporated into an agreed-upon fixed family office service fee. The majority of our client relationships involve a blended fee rate because they are invested in multiple strategies.
Management fees earned on investment funds that we advise are calculated primarily based on the net assets of the funds. Some funds calculate investment fees based on the net assets of the funds as of the last business day of each calendar quarter, whereas other funds calculate investment fees based on the value of net assets on the first business day of the month. Depending on the investment fund, fees are paid either quarterly in advance or quarterly in arrears. For our private funds, the fees range from 0.25% to 1.5% annually. Certain management fees earned on investment funds for which we perform risk management and due diligence services are based on flat fee agreements customized for each engagement.
Average annual management fee is calculated by dividing our actual annualized revenue earned over a period by our average assets under management during the same period (which is calculated by averaging quarter-end assets under management for the applicable period). Our average annual management fee was 0.34% and 0.36% for the three months ended September 30, 2025 and 2024, respectively. Our average annual management fee was 0.34% and 0.36% for the nine months ended September 30, 2025 and 2024, respectively. Changes in our total average management fee rates are typically the result of changes in the mix of our assets under management and the concentration in our equities strategies whose fee rates are higher than those of other investment strategies. Management and advisory fees are also adjusted for any cash flows into or out of a portfolio, where the cash flow represents greater than 10% of the previous quarter-end market value of the portfolio. These cash flow-related adjustments were insignificant for the three and nine months ended September 30, 2025 and 2024. Silvercrest L.P. has authority to take fees directly from external custodian accounts of its separately managed accounts.
Our management and advisory fees may fluctuate based on a number of factors, including the following:
Our family office services capabilities enable us to provide comprehensive and integrated services to our clients. Our dedicated group of tax and financial planning professionals provide financial planning, tax planning and preparation, partnership accounting and fund administration and consolidated wealth reporting among other services. Family office services income fluctuates based on both the number of clients for whom we perform these services and the level of agreed-upon fees, most of which are flat fees. Therefore, non-discretionary assets under management, which are associated with family office services, do not typically serve as the basis for the amount of family office services revenue that is recognized.
Our expenses consist primarily of compensation and benefits expenses, as well as general and administrative expense including rent, professional services fees, data-related costs and sub-advisory fees. These expenses may fluctuate due to a number of factors, including the following:
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Compensation and Benefits Expense
Our largest expense is compensation and benefits, which includes the salaries, bonuses, equity-based compensation and related benefits and payroll costs attributable to our principals and employees. Our compensation methodology is intended to meet the following objectives: (i) support our overall business strategy; (ii) attract, retain and motivate top-tier professionals within the investment management industry; and (iii) align our employees’ interests with those of our equity owners. We have experienced, and expect to continue to experience, a general rise in compensation and benefits expense commensurate with growth in headcount and with the need to maintain competitive compensation levels.
The components of our compensation expense for the three and nine months ended September 30, 2025 and 2024 are as follows:
(in thousands)
Cash compensation and benefits (1)
21,361
18,062
58,192
53,386
Non-cash equity-based compensation expense
536
Total compensation expense
General and Administrative Expenses
General and administrative expenses include occupancy-related costs, professional and outside services fees, office expenses, depreciation and amortization, sub-advisory fees and the costs associated with operating and maintaining our research, trading and portfolio accounting systems. Our costs associated with operating and maintaining our research, trading and portfolio accounting systems and professional services expenses generally increase or decrease in relative proportion to the number of employees retained by us and the overall size and scale of our business operations. Sub-advisory fees will fluctuate based on the level of management fees from funds that utilize sub-advisors.
Other Income
Other income is derived primarily from investment income arising from our investments in various private investment funds that were established as part of our investment strategies. We expect the investment components of other income, in the aggregate, to fluctuate based on market conditions and the success of our investment strategies. Performance fees and allocations earned from those investment funds in which we have a partnership interest have been earned over the past few years as a result of the achievement of various high-water marks depending on the investment fund. These performance fees and allocations are recorded based on the equity method of accounting. The majority of our performance fees and allocations over the past few years have been earned from our fixed income-related funds.
Non-Controlling Interests
We are the general partner of Silvercrest L.P. and control its business and affairs and, therefore, consolidate its financial results with ours. In light of the limited partners’ interest in Silvercrest L.P., we reflect their partnership interests as non-controlling interests in our Condensed Consolidated Financial Statements.
Provision for Income Tax
We are subject to taxes applicable to C-corporations. Our effective tax rate, and the absolute dollar amount of our tax expense will be offset by the benefits of the tax receivable agreement entered into with our Class B stockholders.
Acquisitions
On December 13, 2018, we executed an Asset Purchase Agreement (the “Neosho Asset Purchase Agreement”) by and among the Company, Silvercrest L.P. (“SLP”), Silvercrest Asset Management Group LLC (“SAMG LLC”) and Neosho Capital LLC (“Neosho” or the “Seller”), and Christopher K. Richey, Alphonse I. Chan, Robert K. Choi and Vincent G. Pandes, each such individual a principal of Neosho, to acquire certain assets of Neosho.
Operating Results
Our revenues for the three and nine months ended September 30, 2025 and 2024 are set forth below:
For the Three Months Ended September 30,
2025 vs. 2024 ($)
2025 vs. 2024 (%)
687
2.3
184
17.6
871
2.9
For the Nine Months Ended September 30,
1,405
1.6
266
8.2
1,671
1.8
The growth in our assets under management during the three and nine months ended September 30, 2025 and 2024 is described below:
Assets Under Management
Discretionary
Non-Discretionary
As of June 30, 2024
21.6
11.8
33.4
Gross client inflows
0.8
0.3
1.1
Gross client outflows
(1.1
(0.2
(1.3
Net client flows
(0.3
0.1
Market appreciation
1.3
0.6
1.9
As of September 30, 2024
22.6
12.5
(1)
As of June 30, 2025
23.7
13.0
36.7
(1.0
(0.6
(1.6
(0.4
1.5
As of September 30, 2025
24.3
13.3
As of January 1, 2024
11.4
33.3
2.1
(3.7
(0.7
(4.4
(1.5
3.3
As of January 1, 2025
23.3
13.2
36.5
2.2
(2.7
(4.0
(0.5
The following chart summarizes the performance 1, 2 of each of our principal equity strategies relative to their appropriate benchmarks since inception:
PROPRIETARY EQUITY PERFORMANCE
as of September 30, 2025
ANNUALIZED PERFORMANCE
INCEPTION
1-YEAR
3-YEAR
5-YEAR
7-YEAR
Large Cap Value Composite
4/1/02
6.0
16.2
12.9
10.4
9.7
Russell 1000 Value Index
9.4
17.0
13.9
9.5
8.1
Small Cap Value Composite
-3.8
10.1
12.4
6.2
9.8
Russell 2000 Value Index
7.9
13.6
14.6
6.4
8.0
Smid Cap Value Composite
10/1/05
1.7
12.0
6.3
9.2
Russell 2500 Value Index
9.0
15.4
15.0
7.7
Multi Cap Value Composite
7/1/02
9.1
15.1
Russell 3000 Value Index
9.3
16.8
8.6
Equity Income Composite
12/1/03
12.1
10.9
8.8
Focused Value Composite
9/1/04
11.9
12.8
5.8
9.6
Global Value Opportunity Composite
1/1/20
22.3
MSCI ACWI Value - Net Index
18.5
13.5
Small Cap Opportunity Composite
7/1/04
-2.5
10.7
6.9
10.5
Russell 2000 Index
10.8
15.2
11.6
6.8
8.3
Small Cap Growth Composite
8.5
10.6
Russell 2000 Growth Index
16.7
8.4
6.6
Smid Cap Growth Composite
1/1/06
17.1
15.5
11.0
Russell 2500 Growth Index
12.6
16.0
7.8
The Russell 1000 Index is a capitalization-weighted, unmanaged index that measures the 1000 largest companies in the Russell 3000. The Russell 1000 Value Index is a capitalization-weighted, unmanaged index that includes those Russell 1000 Index companies with lower price-to-book ratios and lower expected growth values.
The Russell 2000 Index is a capitalization-weighted, unmanaged index that measures the 2000 smallest companies in the Russell 3000. The Russell 2000 Value Index is a capitalization-weighted, unmanaged index that includes those Russell 2000 Index companies with lower price-to-book ratios and lower expected growth values. The Russell 2000 Growth Index is a capitalization-weighted, unmanaged index that includes those Russell 2000 Index companies with higher price-to-book ratios and higher forecasted growth.
The Russell 2500 Index is a capitalization-weighted, unmanaged index that measures the 2500 smallest companies in the Russell 3000. The Russell 2500 Value Index is a capitalization-weighted, unmanaged index that includes those Russell 2000 Index companies with lower price-to-book ratios and lower expected growth values. The Russell 2500 Growth Index is a capitalization-weighted, unmanaged index that includes those Russell 2500 Index companies with higher price-to-book ratios and higher forecasted growth.
The Russell 3000 Value Index is a capitalization-weighted, unmanaged index that measures those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth.
Three Months Ended September 30, 2025 versus Three Months Ended September 30, 2024
Our total revenue increased by $0.9 million, or 2.9%, to $31.3 million for the three months ended September 30, 2025 from $30.4 million the three months ended September 30, 2024. This increase was driven by market appreciation partially offset by net client outflows.
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Total assets under management increased by $2.5 billion, or 7.1%, to $37.6 billion at September 30, 2025 from $35.1 billion at September 30, 2024. The increase was a result of market appreciation of $2.3 billion, client inflows of $5.6 billion and client outflows of $5.4 billion. During the three months ended September 30, 2025 as compared to June 30, 2025, there was an increase of $0.6 billion in discretionary assets under management and an increase of $0.3 billion in non-discretionary assets under management. The increase in assets under management was primarily due to market appreciation, partially offset by net client outflows during the quarter ended September 30, 2025. Sub-advised fund management revenue decreased to $0.2 million for the three months ended September 30, 2025 from $0.3 million for the three months ended September 30, 2024. Proprietary fund management revenue remained flat at $0.7 million for the three months ended September 30, 2025 and September 30, 2024. With respect to our discretionary assets under management, equity assets increased by 3.9% during the three months ended September 30, 2025 and fixed income assets decreased by 1.9% during the same period. For the three months ended September 30, 2025, most of the increase in equity assets came from our small cap growth, emerging markets American Depository Receipts and international value opportunity strategies with composite returns of 12.0%, 11.5% and 11.0%, respectively. As of September 30, 2025, the composition of our assets under management was 65% in discretionary assets, which includes both separately managed accounts and proprietary and sub-advised funds, and 35% in non-discretionary assets which represent assets on which we provide portfolio reporting but do not have investment discretion.
The following table represents a further breakdown of our assets under management as of the three months ended September 30, 2025 and 2024:
Total AUM as of June 30,
Discretionary AUM:
Total Discretionary AUM as of June 30,
New client accounts/assets (1)
Closed accounts (2)
Net cash inflow/(outflow) (3)
Non-discretionary to Discretionary AUM (4)
Change to Discretionary AUM
Total Discretionary AUM at September 30,
Change to Non-Discretionary AUM (5)
0.7
Total AUM as of September 30,
Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024
Our total revenue increased by $1.7 million, or 1.8%, to $93.4 million for the nine months ended September 30, 2025, from $91.7 million for the nine months ended September 30, 2024. This increase was driven by market appreciation partially offset by net client outflows.
Total assets under management increased by $2.5 billion, or 7.1%, to $37.6 billion at September 30, 2025 from $35.1 billion at September 30, 2024. From September 30, 2024, there was market appreciation of $2.3 billion, client inflows of $5.6 billion, and client outflows of $5.4 billion. During the nine months ended September 30, 2025, from December 31, 2024, there was an increase of $1.0 billion in discretionary assets under management and an increase of $0.1 billion in non-discretionary assets under management. The increase in assets under management as of September 30, 2025 as compared to December 31, 2024 was primarily due to market appreciation during the period partially offset by net client outflows during the period. Sub-advised fund management revenue decreased to $0.6 million for the nine months ended September 30, 2025 from $0.9 million for the nine months ended September 30, 2024. Proprietary fund management revenue remained flat at $2.1 million for the nine months ended September 30, 2025 and 2024. With respect to our discretionary assets under management, equity assets experienced an increase of 4.6% during the nine months ended September 30, 2025 and fixed income assets increased by 2.9% during the same period. For the nine months ended
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September 30, 2025, most of the increase in equity assets came from our international value opportunity, emerging markets American Depository Receipts and focused international value strategies with composite returns of 39.7%, 35.7% and 32.2%, respectively. As of September 30, 2025, the composition of our assets under management was 65% in discretionary assets, which includes both separately managed accounts and proprietary and sub-advised funds, and 35% in non-discretionary assets, which represent assets on which we provide portfolio reporting but do not have investment discretion.
The following table represents a further breakdown of our assets under management as of nine months ended September 30, 2025 and 2024:
Total AUM as of January 1,
Total Discretionary AUM as of January 1,
0.2
(0.9
Our expenses for the three and nine months ended September 30, 2025 and 2024 are set forth below:
Compensation and benefits (1)
General, administrative and other
881
3,997
4,640
2,492
11.7
7,132
Our expenses are driven primarily by our compensation costs. The table included in “—Expenses—Compensation and Benefits Expense” describes the components of our compensation expense for the three and nine months ended September 30, 2025 and 2024.
Other expenses, such as rent, professional service fees, data-related costs, and sub-advisory fees incurred are included in our general and administrative expenses in the Condensed Consolidated Statements of Operations.
Total expenses increased by $4.0 million, or 15.4%, to $30.0 million for the three months ended September 30, 2025 from $26.0 million for the three months ended September 30, 2024. This increase was attributable to increases in compensation and benefits expense of $3.1 million and general, administrative and other expenses of $0.9 million.
Compensation and benefits expense increased by $3.1 million, or 16.8% to $21.7 million for the three months ended September 30, 2025 from $18.6 million for the three months ended September 30, 2024. The increase was primarily attributable to increases in salaries and benefits of $1.1 million primarily as a result of merit-based increases and newly-hired staff and in the accrual for bonuses of $2.4 million, partially offset by decreases in equity-based compensation of $0.2 million and severance of $0.1 million.
General and administrative expenses increased by $0.9 million, or 11.9%, to $8.2 million for the three months ended September 30, 2025 from $7.4 million for the three months ended September 30, 2024. This was primarily attributable to increases in professional fees of $0.9 million, occupancy and related costs of $0.1 million primarily related to new office space in Singapore and recruiting costs of $0.2 million, partially offset by decreases in shareholder expenses of $0.1 million and trade errors of $0.3 million.
Total expenses increased by $7.1 million, or 9.4%, to $83.2 million for the nine months ended September 30, 2025 from $76.0 million for the nine months ended September 30, 2024. This increase was attributable to increases in compensation and benefits expense of $4.6 million and general, administrative and other expenses of $2.5 million.
Compensation and benefits expense increased by $4.6 million, or 8.5% to $59.4 million for the nine months ended September 30, 2025 from $54.8 million for the nine months ended September 30, 2024. The increase was primarily attributable to increases in salaries and benefits of $3.8 million primarily as a result of merit-based increases and newly-hired staff and in the accrual for bonuses of $1.2 million, partially offset by decreases in equity-based compensation of $0.2 million and severance expense of $0.2 million.
General and administrative expenses increased by $2.5 million, or 11.7%, to $23.7 million for the nine months ended September 30, 2025 from $21.3 million for the nine months ended September 30, 2024. This was primarily attributable to increases in professional fees of $1.4 million, occupancy and related costs of $0.3 million primarily related to new office space in Singapore, portfolio and systems expense of $0.3 million, marketing and advertising costs of $0.1 million, office expenses of $0.1 million, sub-advisory and referral fees of $0.1 million, recruiting costs of $0.1 million, travel and entertainment expenses of $0.3 million and depreciation and amortization of $0.1 million, partially offset by a decrease in trade errors of $0.3 million.
Other Income (Expense), Net
170.0
100.0
(226
(60.4
)%
(220
(59.6
116.0
(426
(42.2
(52.6
(358
(38.1
36
Total other income (expense) net decreased to other income of $0.1 million for the three months ended September 30, 2025 from other income of $0.4 million for the three months ended September 30, 2024. Interest income decreased due to lower interest rates and lower balances in interest-bearing accounts.
Total other income (expense) net decreased to other income of $0.6 million for the nine months ended September 30, 2025 from other income of $0.9 million for the nine months ended September 30, 2024. Interest income decreased due to lower interest rates and lower balances in interest-bearing accounts. Interest expense decreased because of the maturity and satisfaction of our term loan under our credit facility during 2024.
Provision for Income Taxes
The provision for income taxes was $0.4 million and $1.1 million for the three months ended September 30, 2025 and 2024, respectively. The change was primarily related to decreased profitability during the current period as compared to the prior year. Our provision for income taxes as a percentage of income before provision for income taxes for the three months ended September 30, 2025 and 2024 was 26.4% and 22.7%, respectively.
The provision for income taxes was $2.6 million and $3.6 million for the nine months ended September 30, 2025 and 2024, respectively. The change was primarily related to decreased profitability during the current period as compared to the prior year. Our provision for income taxes as a percentage of income before provision for income taxes for the nine months ended September 30, 2025 and 2024 was 24.3% and 21.6%, respectively.
Supplemental Non-GAAP Financial Information
To provide investors with additional insight, promote transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making, we supplement our Condensed Consolidated Financial Statements presented on a basis consistent with U.S. generally accepted accounting principles, or GAAP, with Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted Earnings Per Share which are non-GAAP financial measures of earnings.
These adjustments, and the non-GAAP financial measures that are derived from them, provide supplemental information to analyze our operations between periods and over time. Investors should consider our non-GAAP financial measure in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.
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The following tables contain reconciliations of net income to Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share (amounts in thousands except per share amounts).
Reconciliation of non-GAAP financial measure:
GAAP Provision for income taxes
Delaware Franchise Tax
150
45
95
(148
(374
(584
(1,010
1,058
1,034
535
Other adjustments (A)
1,721
260
1,975
701
Adjusted EBITDA
Adjusted EBITDA Margin
Adjusted Net Income and Adjusted Earnings Per Share
Adjusted earnings before provision for income taxes
3,251
5,136
12,916
17,461
Adjusted provision for income taxes:
Adjusted provision for income taxes (26% assumed tax rate)
(845
(1,335
(3,358
(4,540
Adjusted net income
2,406
3,801
9,558
12,921
GAAP net income per share (B):
Adjusted earnings per share/unit (B):
0.19
0.27
0.77
0.93
0.26
0.74
0.89
Shares/units outstanding:
Basic Class A shares outstanding
Basic Class B shares/units outstanding
Total basic shares/units outstanding
12,357
13,909
Diluted Class A shares outstanding (C)
8,264
9,541
Diluted Class B shares/units outstanding (D)
4,621
5,001
Total diluted shares/units outstanding
12,885
14,542
Severance
193
253
Other (a)
1,667
1,921
448
Total other adjustments
Liquidity and Capital Resources
Historically, the working capital needs of our business have primarily been met through cash generated by our operations. We expect that our cash and liquidity requirements in the next twelve months will be met primarily through cash generated by our operations. We will continue to evaluate our liquidity and financial position on an ongoing basis.
On June 24, 2013, the subsidiaries of Silvercrest L.P. entered into a $15.0 million credit facility with City National Bank. The subsidiaries of Silvercrest L.P. are the borrowers under such facility and Silvercrest L.P. guarantees the obligations of its subsidiaries under the credit facility. The credit facility is secured by certain assets of Silvercrest L.P. and its subsidiaries. The credit facility consisted of a $7.5 million delayed draw term loan that was scheduled to mature on June 24, 2025, and a $7.5 million revolving credit facility that was scheduled to mature on June 21, 2019. Effective July 1, 2019, the credit facility was increased and consisted of a $25.5 million delayed draw term loan that was to mature on July 1, 2026, and a $10.0 million revolving credit facility with a stated maturity date of June 18, 2024 and a stated term loan draw date of July 1, 2024. On June 17, 2022, the revolving credit facility was amended to replace LIBOR terms with its successor, Secured Overnight Financing Rate (“SOFR”). The loan bears interest at either (a) the higher of the prime rate plus a margin of 0.25 percentage points and 2.5% or (b) the SOFR rate plus 2.80 percentage points, at the borrowers’ option. On February 15, 2022, the credit facility was amended and restated to reflect changes to various definitions and related clauses with respect to the Company’s subsidiaries. On February 15, 2022, the credit facility was amended to reflect changes to various definitions and related clauses with respect to the Company’s subsidiaries. The credit facility contains restrictions on, among other things, (i) incurrence of additional debt, (ii) creating liens on certain assets, (iii) making certain investments, (iv) consolidating, merging or otherwise disposing of substantially all of our assets, (v) the sale of certain assets, and (vi) entering into transactions with affiliates. In addition, the credit facility contains certain financial covenants including a test on discretionary assets under management, maximum debt to EBITDA and a fixed charge coverage ratio. The credit facility contains customary events of default, including the occurrence of a change in control which includes a person or group of persons acting together acquiring more than 30% of the total voting securities of Silvercrest. On June 18, 2024, the subsidiaries of Silvercrest L.P. and City National Bank entered into an Amendment and Restatement Agreement, which amends and restates the credit facility (as so amended and restated, the “A&R Credit Agreement”) whereby, among other items, (i) the term loan maturity date was extended until June 18, 2027, (ii) the term loan draw date was extended to June 18, 2025, (iii) the term loan commitment was decreased from $25.5 million to $10.0 million as a result of the repayment in full of the existing term loans previously borrowed under the Credit Agreement, and (iv) the $10.0 million revolving credit facility maturity date was extended until June 18, 2025. Additionally, the quarterly installments due upon termination of the term loan commitment were revised to equal 5% of the aggregate principal amount of term loans outstanding as of June 18, 2025 (after giving effect to any term loan made on such date). The fee structure was amended so as to provide for an upfront fee of $15,000 and additional commitment fee of up to $100,000 payable in three installments of $33,333.33 each, subject to the terms of the A&R Credit Agreement, and the unused line fee with respect to the term loan commitment was increased to 0.75% per annum times the actual daily amount of unused term loan commitment for the immediately preceding fiscal quarter. The credit agreement and all other loan documents between the Credit Parties and City National Bank continued in full force and effect. On June 18, 2025, the Credit Parties and City National Bank entered into the First Amendment to the A&R Credit Agreement (the “First Amendment”), whereby, among other items, (i) the term loan maturity date was extended until June 18, 2028, subject to two one-year extensions to
June 18, 2030 upon the request of the Credit Parties so long as no Default or Event of Default (each as defined in the First Amendment) exists, (ii) the revolving credit facility maturity date was extended until June 18, 2026, and (iii) the term loan draw date was extended to June 18, 2026. The fee structure was amended so as to provide for additional annual yearly payments of $33,333.33, subject to the terms of the First Amendment. As of September 30, 2025 and December 31, 2024, we had $0 outstanding under the term loan. We were in compliance with the covenants under the credit facility as of September 30, 2025.
Our ongoing sources of cash will primarily consist of management fees and family office services fees, which are principally collected quarterly. We will primarily use cash flow from operations to pay compensation and related expenses, general and administrative expenses, income taxes, debt service, capital expenditures, distributions to Class B unit holders and dividends on shares of our Class A common stock.
Seasonality typically affects cash flow since the first quarter of each year includes, as a source of cash, payment of the prior year’s annual performance fees and allocations, if any, from our various funds and external investment strategies and, as a use of cash, the prior fiscal year’s incentive compensation. We believe that we have sufficient cash from our operations to fund our operations and commitments for the next twelve months.
The following table sets forth certain key financial data relating to our liquidity and capital resources as of September 30, 2025 and December 31, 2024.
As of
Accounts receivable
We anticipate that distributions to the limited partners of Silvercrest L.P. will continue to be a material use of our cash resources and will vary in amount and timing based on our operating results and dividend policy. We pay and intend to continue paying quarterly cash dividends to holders of our Class A common stock. We are a holding company and have no material assets other than our ownership of interests in Silvercrest L.P. As a result, we will depend upon distributions from Silvercrest L.P. to pay any dividends to our Class A stockholders. We expect to cause Silvercrest L.P. to make distributions to us in an amount sufficient to cover dividends, if any, declared by us. Our dividend policy has certain risks and limitations, particularly with respect to liquidity. Although we expect to pay dividends according to our dividend policy, we may not pay dividends according to our policy, or at all, if, among other things, we do not have the cash necessary to pay our intended dividends or our subsidiaries are prevented from making a distribution to us under the terms of our current credit facility or any future financing. To the extent we do not have cash on hand sufficient to pay dividends, we may decide not to pay dividends. By paying cash dividends rather than investing that cash in our future growth, we risk slowing the pace of our growth, or not having a sufficient amount of cash to fund our operations or unanticipated capital expenditures, should the need arise.
Our purchase of Class B units in Silvercrest L.P. that occurred concurrently with the consummation of our initial public offering, and the future exchanges of Class B units of Silvercrest L.P., are expected to result in increases in our share of the tax basis of the tangible and intangible assets of Silvercrest L.P. at the time of our acquisition and these future exchanges, which will increase the tax depreciation and amortization deductions that otherwise would not have been available to us. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of tax that we would otherwise be required to pay in the future. We entered into a tax receivable agreement with the current principals of Silvercrest L.P. and any future employee-holders of Class B units pursuant to which we agreed to pay them 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize as a result of these increases in tax basis and certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments thereunder. The timing of these payments is currently unknown. The payments to be made pursuant to the tax receivable agreement will be a liability of Silvercrest and not Silvercrest L.P., and thus this liability has been recorded as an “other liability” on our Condensed Consolidated Statement of Financial Condition. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no increase in our share of the tax basis of the tangible and intangible assets of Silvercrest L.P.
The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, the amount and timing of our income and the tax rates then applicable. Nevertheless, we expect that as a result of the size of the increases in the tax basis of our tangible and intangible assets, the payments that we may make under the tax receivable agreement likely will be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefit of the increased depreciation and amortization
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of our assets, we expect that future payments to the selling principals of Silvercrest L.P. in respect of our purchase of Class B units from them will aggregate approximately $10.2 million. Future payments to current principals of Silvercrest L.P. and future holders of Class B units in respect of subsequent exchanges would be in addition to these amounts and are expected to be substantial. We intend to fund required payments pursuant to the tax receivable agreement from the distributions received from Silvercrest L.P.
Cash Flows
The following table sets forth our cash flows for the nine months ended September 30, 2025 and 2024. Operating activities consist of net income subject to adjustments for changes in operating assets and liabilities, depreciation, and equity-based compensation expense. Investing activities consist primarily of acquiring and selling property and equipment, and cash paid as part of business acquisitions. Financing activities consist primarily of contributions from partners, distributions to partners, dividends paid on Class A common stock, the issuance and payments on partner notes, other financings, and earnout payments related to business acquisitions.
Net change in cash
Operating Activities
For the nine months ended September 30, 2025 and 2024, operating activities provided $3.7 million and $5.2 million, respectively. This difference is primarily the result of a decrease in net income of $1.1 million, decreased non-cash lease expense of $1.3 million and a decrease in prepaid and other expenses of $0.7 million, partially offset by an increase in accounts payable and accrued expenses of $0.3 million, an increase in receivables and due from Silvercrest funds of $1.7 million, an increase in deferred tax expense of $0.7 million, an increase in accrued compensation of $8.6 million, increased operating lease liabilities of $1.0 million, an increase in equity-based compensation of $0.4 million, an increase in distributions received from investment funds of $1.2 million and an increase in depreciation and amortization of $1.1 million.
Investing Activities
For the nine months ended September 30, 2025 and 2024, investing activities used $1.7 million and $1.3 million, respectively. The primary use of cash during the nine months ended September 30, 2025 and 2024 was for the acquisition of furniture and equipment and for leasehold improvements.
Financing Activities
For the nine months ended September 30, 2025 and 2024, financing activities used $34.5 million and $16.0 million, respectively. During the nine months ended September 30, 2025 and 2024, the Company repaid $0 and $2.7 million, respectively, of principal on the term loan with City National Bank. Distributions to partners during the nine months ended September 30, 2025 and 2024 were $5.7 million and $6.4 million, respectively. During the nine months ended September 30, 2025 and 2024, the Company paid dividends of $5.4 million and $5.5 million, respectively, to Class A shareholders. During the nine months ended September 30, 2025 and 2024, we made earnout payments of $0 and $0.1 million, respectively. During the nine months ended September 30, 2025 and 2024, we purchased approximately 1,504,000 and 83,000 shares of Class A common stock of Silvercrest Asset Management Group Inc., respectively, at a cost of $23.7 million and $1.4 million, respectively.
We anticipate that distributions to principals of Silvercrest L.P. will continue to be a material use of our cash resources, and will vary in amount and timing based on our operating results and dividend policy.
As of September 30, 2025 and December 31, 2024, there was nothing outstanding under the term loan and revolving credit facility with City National Bank.
Critical Accounting Policies and Estimates
There have been no changes to our critical accounting policies during the nine months ended September 30, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 6, 2025.
Investment advisory fees are typically billed quarterly in advance at the beginning of the quarter or in arrears after the end of the quarter, based on a contractual percentage of the assets managed. Family office services fees are also typically billed quarterly in advance at the beginning of the quarter or in arrears after the end of the quarter based on a contractual percentage of the assets managed or upon a contractually agreed-upon flat fee arrangement. Revenue is recognized on a ratable basis over the period in which services are performed.
We account for performance-based revenue in accordance with ASC 606-10-32, Accounting for Management Fees Based on a Formula, by recognizing performance fees and allocations as revenue only when it is certain that the fee income is earned and payable pursuant to the relevant agreements. In certain arrangements, we are only entitled to receive performance fees and allocations when the return on assets under management exceeds certain benchmark returns or other performance targets. We record performance fees and allocations as a component of revenue once the performance fee has crystallized. As a result, there is no estimate or variability in the consideration when revenue is recorded.
Because the majority of our revenues are earned based on assets under management that have been determined using fair value methods and since market appreciation/depreciation has a significant impact on our revenue, we have presented our assets under management using the GAAP framework for measuring fair value. That framework provides a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs based on company assumptions (Level 3). A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. The three levels within the fair value hierarchy are described as follows:
The table below summarizes the approximate amount of assets under management for the periods indicated for which fair value is measured based on Level 1, Level 2 and Level 3 inputs.
Level 1
Level 2
Level 3
September 30, 2025 AUM
25.7
5.9
December 31, 2024 AUM
24.7
6.1
5.7
As substantially all our assets under management are valued by independent pricing services based upon observable market prices or inputs, we believe market risk is the most significant risk underlying valuation of our assets under management, as discussed under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024 and Item 3. “– Qualitative and Quantitative Disclosures Regarding Market Risk.”
The average value of our assets under management for the three and nine months ended September 30, 2025 was approximately $37.2 and $37.1 billion, respectively. Assuming a 10% increase or decrease in our average assets under management and the change being proportionately distributed over all our products, the value would increase or decrease by approximately $3.7 and $3.7 billion for the three and nine months ended September 30, 2025, respectively, which would cause an annualized increase or decrease in revenues of approximately $12.5 and $12.5 million, respectively, for the three and nine months ended September 30, 2025, at a weighted average fee rate for the three and nine months ended September 30, 2025 of 0.34% and 0.34%, respectively.
The average value of our assets under management for the year ended December 31, 2024 was approximately $34.9 billion. Assuming a 10% increase or decrease in our average assets under management and the change being proportionately distributed over all our products, the value would increase or decrease by approximately $3.5 billion for the year ended December 31, 2024, which would cause an annualized increase or decrease in revenues of approximately $12.4 million for the year ended December 31, 2024, at a weighted average fee rate for the year ended December 31, 2024 of 0.35%.
Recently Issued Accounting Pronouncements
Information regarding recent accounting developments and their impact on the Company can be found in Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in this filing.
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk
Our exposure to market risk is directly related to our role as investment adviser for the separate accounts we manage and the funds for which we act as sub-investment adviser. Most of our revenue for the three months ended September 30, 2025 and 2024 was derived from advisory fees, which are typically based on the market value of assets under management. Accordingly, a decline in the prices of securities would cause our revenue and income to decline due to a decrease in the value of the assets we manage. In addition, such a decline could cause our clients to withdraw their funds in favor of investments offering higher returns or lower risk, which would cause our revenue and income to decline further. Due to the nature of our business, we believe that we do not face any material risk from inflation. Please see our discussion of market risks in “—Critical Accounting Policies and Estimates—Revenue Recognition” which is part of Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended) at September 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at September 30, 2025.
Internal Control over Financial Reporting
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Report of Management on Internal Control Over Financial Reporting
Company management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements. There are inherent limitations in the effectiveness of internal control over financial reporting, including the possibility that misstatements may not be prevented or detected. Accordingly, even effective internal control
over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Furthermore, the effectiveness of internal controls can change with circumstances. Company management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of September 30, 2025, based on the 2013 version of the Internal Control - Integrated Framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on that assessment, management concluded that our internal control over financial reporting was effective as of September 30, 2025.
PART II - Other Information
Item 1. Legal Proceedings
We are not a party to any material legal proceedings.
Item 1A. Risk Factors
There have been no material changes made during the third quarter of 2025 to any risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Recent Sales of Unregistered Securities
Not applicable
(b) Use of Proceeds
(c) Issuer Purchases of Equity Securities
The following table presents information with respect to purchases of our Class A common stock made during the quarter ended September 30, 2025.
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plan or Program
July 1 - July 31, 2025
72,053
16.43
12,245,792
August 1 - August 31, 2025
112,675
16.30
10,415,174
September 1 - September 30, 2025
93,172
16.10
8,910,775
277,900
16.26
On May 22, 2025, Silvercrest Asset Management Group Inc. (the “Company”) announced that its Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $25,000,000 of the Company’s outstanding Class A common stock (the “2025 Repurchase Program”). Repurchases under the 2025 Repurchase Program may be made using either cash on hand, borrowings under the Company’s existing credit facilities or other sources. Under the 2025 Repurchase Program, the Company intends to repurchase shares through market purchases, privately-negotiated transactions, block purchases, one or more 10b5-1 share trading plans to be established with one or more banks or brokers or otherwise in accordance with all applicable federal and state securities laws and regulations. The program may be amended, suspended, or discontinued at any time and does not commit the Company to repurchase any shares of Class A common stock.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
On August 18, 2025, John Allen Gray, the Company's Managing Director, Head of Institutional Business and member of the Board of Directors of the Company, adopted a trading plan intended to satisfy Rule 10b5-1(c) to purchase up to $300,000 of the Company's Class A common stock. The plan will terminate on December 30, 2025.
Item 6. Exhibits
ExhibitNumber
Description
31.1**
Certification of the Company’s Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**
Certification of the Company’s Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1***
Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2***
Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**
Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document.
101.SCH**
Inline XBRL Taxonomy Extension Schema Document
104**
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
** Filed herewith
*** Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By:
/s/ Richard R. Hough III
Date:
October 30, 2025
Richard R. Hough III
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
/s/ Scott A. Gerard
Scott A. Gerard
Chief Financial Officer
(Principal Financial and Accounting Officer)
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