P10, Inc. 8-K

What Happened

• On February 4, 2026 P10 Intermediate Holdings LLC (a P10 subsidiary) entered into an Interest Purchase Agreement to acquire all issued and outstanding equity interests of Stellus Capital Management, LLC and related entities. The upfront consideration is $125,000,000 in cash plus 11,770,245 membership units of the purchaser; the transaction is expected to close mid‑2026, subject to customary conditions. P10 filed the agreement on Form 8‑K on February 5, 2026 and furnished a press release and updated investor presentation.

Key Details

• Purchase Agreement date: February 4, 2026; 8‑K filed February 5, 2026.
• Upfront consideration: $125,000,000 cash + 11,770,245 purchaser Units. Units are exchangeable 1-for-1 into P10 Class A Common Stock under an existing Exchange Agreement (joinder applies).
• Earnout: Up to $60,000,000 additional consideration based on Stellus performance in fiscal years 2027 and 2029; earnout payable in Units (with sellers able to elect up to 50% cash), subject to adjustments and possible acceleration. VWAP for stock-based earnout calculation uses 20 trading-day average ending 3 trading days before payment.
• Transfer restrictions: Class A shares issued on exchange of Units are subject to lock-ups—one‑third released after 1 year, two‑thirds after 2 years, full release after 3 years; earnout shares have an 18‑month lock-up with one‑third released every 6 months.
• Financing: P10 expects to fund the cash portion with cash on hand and its existing credit facility. Shares issued will be under an exemption from registration (Section 4(a)(2)).

Why It Matters

• This is a material acquisition that expands P10’s business by adding Stellus and involves a mix of cash and equity consideration, which can affect P10’s cash position and share count. The earnout structure ties additional payments to Stellus’s future performance, aligning incentives but adding contingent liabilities. Investors should watch for the closing timing (mid‑2026), any financing impacts to cash/credit capacity, and potential dilution if Units are exchanged into Class A common stock. The company has provided a press release and investor presentation for more context.