UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended March ~~September 30~~31, ~~2024~~2025

☐ 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 001-37387

ASSOCIATED CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		47-3965991
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

191 Mason Street, Greenwich, CT		06830
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (203) 629-9595

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share		AC		New York Stock Exchange

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 and post 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 Exchange Act Rule 12b-2) Yes ☐ No ☒.

Indicate the number of shares outstanding of each of the Registrant’s classes of Common Stock, as of the latest practical date.

Class		Outstanding at ~~November~~May 1, ~~2024~~2025
Class A Common Stock, .001 par value		2,~~286~~187,~~564~~106
Class B Common Stock, .001 par value		18,950,571

As of ~~November~~May 1, ~~2024~~2025, 2,~~286~~187,~~564~~106 shares of class A common stock and 18,950,571 shares of class B common stock were outstanding. GGCP, Inc., a private company controlled by the Company’s Executive Chairman, held 77,165 shares of class A common stock and indirectly held 18,423,741 shares of class B common stock. Other executive officers and directors of GGCP, Inc. held 29,866 and 176,758 shares of class A and class B common stock, respectively. In addition, there are ~~301~~296,~~595~~ 095 Phantom Restricted Stock Awards outstanding as of ~~September~~March 3031, ~~2024~~2025.

Table of Contents

ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES

INDEX

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements:
	Condensed Consolidated Statements of Financial Condition (Unaudited)	3
	Condensed Consolidated Statements of Income (Unaudited)	4
	Condensed Consolidated Statements of Equity and Redeemable Noncontrolling Interests (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	6
	Notes to the Condensed Consolidated Financial Statements (Unaudited):
	1. Organization	8
	2. Revenue	9
	3. Investments in Securities	9
	4. Investment Partnerships and Other Entities	109
	5. Fair Value	1312
	6. Income Taxes	1514
	7. Earnings per Share	1514
	8. Equity	1514
	9. Goodwill	17
	9. Segment Information	14
	10. Guarantees, Contingencies and Commitments	17
	10. Goodwill	16
	11. Subsequent Events	17
	11. Guarantees, Contingencies and Commitments	16
Item 2.	Management’s Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations	18
	12. Subsequent Events	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 2.	Management’s Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations	17
Item 4.	Controls and Procedures	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	22
PART II.	OTHER INFORMATION *
Item 1.	Legal Proceedings	2522
Item 1A.	Risk Factors	2624
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2523
Item 6.	Exhibits	26
Item 3.	Defaults Upon Senior Securities	23
	Signature	28
Item 4.	Mine Safety Dislosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
	Signature	25

* Items other than those listed above have been omitted because they are not applicable.

Table of Contents

ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

UNAUDITED

(Dollars in thousands~~, except per share data~~)

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
ASSETS
Cash and cash equivalents (includes U.S. Treasury Bills with maturities of 3 months or less)	$	~~260~~293,~~868~~857		$	~~317~~299,~~487~~551
Investments in U.S. Treasury Bills with maturities greater than 3 months		~~115~~63,~~829~~956			8968,~~155~~299
Investments in equity securities (includes GAMCO stock with a fair value of $56.4 million and $45.6 million, respectively)		249,669			196,583
Investments in equity securities (includes GAMCO stock with a fair value of $15,599 and $16,920, respectively)		210,868			199,040
Investments in affiliated registered investment companies		~~140~~169,~~355~~336			~~126~~165,~~751~~515
Investments in partnerships		~~138~~141,~~905~~551			~~142~~139,~~974~~988
Receivable from brokers		2625,~~985~~458			1627,~~005~~634
Receivable from brokers (cash held for real estate purchase)		-			14,263
Investment advisory fees receivable		1,076			4,142
Investment advisory fees receivable		1,233			4,711
Receivable from affiliates		676			636
Receivable from affiliates		5,169			876
Income taxes receivable, including deferred tax assets, net		3,310			6,021
Income taxes receivable, including deferred tax assets, net		2,588			8,474
Goodwill		3,519			3,519
Other assets		3219,~~033~~650			2220,~~999~~944
Total assets	$	~~977~~933,~~153~~257		$	~~943~~935,~~797~~289
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Payable to brokers	$	75,~~865~~258		$	45,~~459~~491
Income taxes payable, including deferred tax liabilities, net		989			-
Compensation payable		12,456			17,747
Compensation payable		17,488			15,169
Securities sold, not yet purchased		8,754			8,436
Securities sold, not yet purchased		7,376			5,918
Accrued expenses and other liabilities		2,149			5,317
Accrued expenses and other liabilities		2,288			5,173
Total liabilities		28,617			36,991
Dividend payable		42,494			-
Redeemable noncontrolling interests		5,682			5,592
Total liabilities		78,500			30,719
Commitments and contingencies (Note 11)
Redeemable noncontrolling interests		5,836			6,103
Commitments and contingencies (Note 10)
Equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding		-			-
Class A Common Stock, $0.001 par value; 100,000,000 shares authorized; 6,641,601 shares issued; 2,296,995 and 2,587,036 shares outstanding, respectively		6			6
Class A Common Stock, $0.001 par value; 100,000,000 shares authorized; 6,641,601 shares issued; 2,194,902 and 2,233,920 shares outstanding, respectively		6			6
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized; 19,196,792 shares issued; 18,950,571 outstanding, respectively		19			19
Additional paid-in capital		999,047			999,047
Retained earnings		4353,~~647~~478			4845,~~231~~809
Treasury stock, at cost (4,344,606 and 4,054,565 shares, respectively)		(149,902	)		(140,328	)
Treasury stock, at cost (4,446,699 and 4,407,681 shares, respectively)		(153,592	)		(152,175	)
Total equity		~~892~~898,~~817~~958			~~906~~892,~~975~~706
Total liabilities, redeemable noncontrolling interests and equity	$	~~977~~933,~~153~~257		$	~~943~~935,~~797~~289

As of March ~~September 30~~31, ~~2024~~2025 and December 31, ~~2023~~2024, certain balances include amounts related to a consolidated variable interest entity (“VIE”) and voting interest entity (“VOE”). See Note 4.

See accompanying notes.

Table of Contents

ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

UNAUDITED

(In thousands, except per share data)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Revenues
Investment advisory and incentive fees	$	2,~~310~~004		$	2,~~098~~907		$	~~7,706~~		$	~~6,789~~
Other revenues		~~105~~125			~~102~~104			~~315~~			~~258~~
Total revenues		2,~~415~~129			23,~~200~~011			~~8,021~~			~~7,047~~
Expenses
Compensation		4,~~215~~448			43,~~078~~820			~~11,977~~			~~11,437~~
Management fee		31,~~312~~103			~~(12~~1,982	)		~~5,736~~			~~3,075~~
Other operating expenses		1,~~804~~866			12,~~655~~179			~~5,868~~			~~4,660~~
Total expenses		97,~~331~~417			57,~~721~~981			~~23,581~~			~~19,172~~
Operating loss		(65,~~916~~288	)		(34,~~521~~970	)		~~(15,560~~	)		~~(12,125~~	)
Other income/(expense)
Net gain/(loss) from investments		26,173			(2,173	)		42,808			21,635
Net gain from investments		10,892			16,794
Interest and dividend income		115,~~142~~018			65,~~336~~983			~~24,985~~			~~17,497~~
Interest expense		(7645	)		(~~134~~83	)		~~(228~~	)		~~(388~~	)
Shareholder-designated contribution		-(31	)		(~~235~~69	)		~~(449~~	)		~~(1,604~~	)
Total other income, net		3715,~~239~~834			322,~~794~~625			~~67,116~~			~~37,140~~
Income before income taxes		3010,~~323~~546			~~273~~17,655			~~51,556~~			~~25,015~~
Income tax expense		62,~~933~~777			~~166~~3,798			~~11,415~~			~~3,586~~
Income before noncontrolling interests		237,~~390~~769			~~107~~13,857			~~40,141~~			~~21,429~~
Income attributable to noncontrolling interests		~~148~~100			~~123~~36			93			~~320~~
Net income/(loss) attributable to Associated Capital Group, Inc.'s shareholders	$	23,242		$	(16	)	$	40,048		$	21,109
Net income attributable to Associated Capital Group, Inc.'s shareholders	$	7,669		$	13,821
Net income/(loss) per share attributable to Associated Capital Group, Inc.'s shareholders:
Net income per share attributable to Associated Capital Group, Inc.'s shareholders:
Basic	$	1.09		$	0.00		$	1.87		$	0.97
Basic and diluted	$	0.36		$	0.64
Diluted	$	1.09		$	0.00		$	1.87		$	0.97
Weighted average shares outstanding:
Weighted average shares outstanding (in thousands):
Basic and diluted		21,166			21,500
Basic		21,275			21,672			21,389			21,836
Total shares outstanding		21,145			21,420
Diluted		21,275			21,672			21,389			21,836
Actual shares outstanding (in thousands)		21,248			21,623			21,248			21,623

See accompanying notes.

Table of Contents

ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

UNAUDITED

(Dollars in thousands)

	Three Months Ended September 30, 2024
						Additional								Redeemable
	Common		Retained			Paid-in		Treasury			Total			Noncontrolling
	Stock		Earnings			Capital		Stock			Equity			Interests
Balance at June 30, 2024	$	25	$	62,899		$	999,047	$	(146,492	)	$	915,479		$	5,688
Net income/(loss)		-		23,242			-		-			23,242			148
Dividends declared ($2.00 per share)		-		(42,494	)		-		-			(42,494	)		-
Purchases of treasury stock		-		-			-		(3,410	)		(3,410	)		-
Balance at September 30, 2024	$	25	$	43,647		$	999,047	$	(149,902	)	$	892,817		$	5,836

For the three months ended March 31, 2025

	Three Months Ended September 30, 2023
						Additional								Redeemable
	Common		Retained			Paid-in		Treasury			Total			Noncontrolling
	Stock		Earnings			Capital		Stock			Equity			Interests
Balance at June 30, 2023	$	25	$	34,063		$	999,047	$	(133,568	)	$	899,567		$	7,086
Balance at December 31, 2024	$	25	$	45,809		$	999,047	$	(152,175	)	$	892,706		$	5,592
Redemptions of noncontrolling interests		-		-			-		-			-			(7610	)
Net income/(loss)		-		(16	)		-		-			(16	)		123
Net income		-		7,669			-		-			7,669			100
Purchases of treasury stock		-		-			-		(31,~~815~~417	)		(31,~~815~~417	)		-
Balance at September 30, 2023	$	25	$	34,047		$	999,047	$	(137,383	)	$	895,736		$	7,133
Balance at March 31, 2025	$	25	$	53,478		$	999,047	$	(153,592	)	$	898,958		$	5,682

	Nine Months Ended September 30, 2024
						Additional								Redeemable
	Common		Retained			Paid-in		Treasury			Total			Noncontrolling
	Stock		Earnings			Capital		Stock			Equity			Interests
Balance at December 31, 2023	$	25	$	48,231		$	999,047	$	(140,328	)	$	906,975		$	6,103
Redemptions of noncontrolling interests		-		-			-		-			-			(360	)
Net income/(loss)		-		40,048			-		-			40,048			93
Dividends declared ($2.10 per share)		-		(44,632	)		-		-			(44,632	)		-
Purchases of treasury stock		-		-			-		(9,574	)		(9,574	)		-
Balance at September 30, 2024	$	25	$	43,647		$	999,047	$	(149,902	)	$	892,817		$	5,836

For the three months ended March 31, 2024

	Nine Months Ended September 30, 2023
						Additional								Redeemable
	Common		Retained			Paid-in		Treasury			Total			Noncontrolling
	Stock		Earnings			Capital		Stock			Equity			Interests
Balance at December 31, 2022	$	25	$	15,126		$	999,047	$	(124,002	)	$	890,196		$	10,193
Balance at December 31, 2023	$	25	$	48,231		$	999,047	$	(140,328	)	$	906,975		$	6,103
Redemptions of noncontrolling interests		-		-			-		-			-			(~~3,380~~360	)
Net income/(loss)		-		21,109			-		-			21,109			320
Net income		-		13,821			-		-			13,821			36
Dividends declared ($0.10 per share)		-		(2,188	)		-		-			(2,188	)		-
Purchases of treasury stock		-		-			-		(3,946	)		(3,946	)		-
Purchases of treasury stock		-		-			-		(13,381	)		(13,381	)		-
Balance at March 31, 2024	$	25	$	62,052		$	999,047	$	(144,274	)	$	916,850		$	5,779
Balance at September 30, 2023	$	25	$	34,047		$	999,047	$	(137,383	)	$	895,736		$	7,133

See accompanying notes.

Table of Contents

ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

(Dollars in thousands)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2024			2023
	2025			2024
Operating activities
Net income	$	407,~~141~~769		$	2113,~~429~~857
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Equity in net (gains)/losses from partnerships		(8,624	)		848
Equity in net gains from partnerships		(3,850	)		(2,699	)
Depreciation and amortization		~~272~~89			~~270~~90
Deferred income taxes		91,~~037~~617			~~(246~~2,124	)
Donated securities		~~1,346~~284			1,~~107~~279
Unrealized gains on securities		(312,~~381~~462	)		(1512,~~703~~626	)
Realized gains on sales of securities		(42,~~792~~343	)		(42,~~108~~147	)
(Increase)/decrease in assets:
Investments in trading securities		(547,~~118~~687	)		~~184~~(3,~~788~~762	)
Investments in partnerships:
Contributions to partnerships		(91,~~700~~663	)		(24,~~390~~839	)
Distributions from partnerships		223,~~394~~950			94,~~166~~300
Receivable from affiliates		(~~4,293~~40	)		~~2,172~~(9	)
Receivable from brokers		(~~976~~478	)		(~~1,877~~14	)
Investment advisory fees receivable		3,~~478~~066			23,~~536~~470
Income taxes receivable		(21,~~682~~094	)		~~2,644~~(94	)
Other assets		(91,~~306~~205	)		652,652
Increase/(decrease) in liabilities:
Payable to brokers		~~3,406~~(233	)		(21,~~166~~873	)
Income taxes payable		~~520~~-			431,723
Compensation payable		2(5,~~319~~291	)		(3,~~021~~624	)
Accrued expenses and other liabilities		(23,~~885~~168	)		(~~742~~2,659	)
Total adjustments		(8515,~~985~~910	)		~~173~~(14,~~386~~962	)
Net cash (used in)/provided by operating activities		(45,844	)		194,815
Net cash used in operating activities		(8,141	)		(1,105	)
Investing activities
Purchases of securities		(~~9,185~~3	)		(13,~~162~~953	)
Proceeds from sales of securities		~~5,023~~613			2,~~245~~711
Return of capital on securities		~~1,200~~610			~~1,247~~579
Net (used in)/provided by investing activities	$	(2,962	)	$	2,330
Net provided by/(used in) investing activities	$	1,220		$	(663	)

Table of Contents

ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED (continued)

(Dollars in thousands)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2024			2023
	2025			2024
Financing activities
Dividends paid	$	(2,138	)	$	(2,188	)
Purchases of treasury stock	$	(1,417	)	$	(3,946	)
Purchases of treasury stock		(9,574	)		(13,381	)
Redemptions of redeemable noncontrolling interests		(10	)		(360	)
Redemptions of redeemable noncontrolling interests		(360	)		(3,380	)
Net cash used in financing activities		(1,427	)		(4,306	)
Net cash used in financing activities		(12,072	)		(18,949	)
Net decrease in cash, cash equivalents and restricted cash		(8,348	)		(6,074	)
Net (decrease)/increase in cash, cash equivalents and restricted cash		(60,878	)		178,196
Cash, cash equivalents and restricted cash at beginning of period		325,703			347,057
Cash, cash equivalents and restricted cash at beginning of period		347,057			221,269
Cash, cash equivalents and restricted cash at end of period	$	317,355		$	340,983
Cash, cash equivalents and restricted cash at end of period	$	286,179		$	399,465
Supplemental disclosures of cash flow information:
Cash paid for interest	$	~~228~~45		$	~~134~~83
Cash paid for taxes	$	~~4,509~~66		$	~~849~~30
Reconciliation of Cash, cash equivalents and restricted cash at end of period:
Cash and cash equivalents	$	~~260~~293,~~868~~857		$	~~381~~308,~~253~~729
Cash held for real estate purchase included in receivable from brokers		-			13,~~059~~334
Cash included in receivable from brokers		12,~~443~~881			-7,663
Restricted cash included in receivable from brokers		1210,~~868~~617			511,~~153~~257
Cash, cash equivalents and restricted cash	$	~~286~~317,~~179~~355		$	~~399~~340,~~465~~983

Supplemental disclosure of non-cash activity:

- On September 19, 2024, the Board of Directors declared a special cash dividend of $2.00 per share, payable on November 4, 2024, to Class A and Class B shareholders of record on October 21, 2024. The aggregate payment will be $42,494 thousand based on the shares outstanding as of the record date. The liability for this dividend is recorded within Dividend payable on our condensed consolidated statements of financial condition as of September 30, 2024.

See accompanying notes.

Table of Contents

ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2024~~2025

(UNAUDITED)

1. Organization

Unless we have indicated otherwise, or the context otherwise requires, references in this report to “Associated Capital Group, Inc.”, "Associated Capital", “AC Group”, “the Company”, “AC”, “we”, “us” and “our” or similar terms are to Associated Capital Group, Inc., its predecessors and its subsidiaries.

We are a Delaware corporation that provides alternative investment management, and we derive investment income from proprietary investments of cash and other assets in our operating business.

Gabelli & Company Investment Advisors, Inc. (“GCIA”), a wholly-owned subsidiary of AC, and its wholly-owned subsidiary, Gabelli & Partners, LLC (“Gabelli & Partners”), collectively serve as general partners or investment managers to investment funds, including limited partnerships and offshore companies (collectively, “Investment Partnerships”) and separate accounts. We primarily manage assets across a range of risk and event arbitrage portfolios and in equity event-driven value strategies. The businesses earn management and incentive fees from their advisory activities. Management fees are largely based on a percentage of assets under management. Incentive fees are based on the percentage of the investment returns of certain clients’ portfolios. GCIA is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended.

Basis of Presentation

The unaudited interim condensed consolidated financial statements of AC Group included herein have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP in the United States for complete financial statements. The unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of financial position, results of operations and cash flows of the Company for the interim periods presented and are not necessarily indicative of a full year’s results. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

The interim condensed consolidated financial statements include the accounts of AC Group and its subsidiaries. All intercompany transactions and balances have been eliminated. The details on the impact of consolidating certain partnership entities on the condensed consolidated financial statements can be seen in Note 4. Investment Partnerships and Other Entities.

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~ 2025 and ~~2023~~2024, there were no items related to other comprehensive income.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported on the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Recent Accounting Developments

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact that the adoption of this ~~guidance~~new onstandard ~~the~~will ~~disclosures~~have ~~within~~on our consolidated financial statements and related disclosures.

In November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0703, ~~Segment~~Income ~~Reporting~~Statement ~~(Topic~~— ~~280),~~Reporting ~~which~~Comprehensive ~~improves~~Income ~~reportable~~— ~~segment~~Expense ~~disclosure~~Disaggregation ~~requirements.~~Disclosures ~~The~~(Subtopic ~~new~~220-40): ~~standard~~Disaggregation ~~will~~of ~~require~~Income ~~enhanced~~Statement ~~disclosures~~Expenses. ~~about~~The astandard ~~public~~requires ~~company’s~~disaggregation ~~significant~~of ~~segment~~certain ~~expenses~~expense ~~and~~captions ~~more~~into ~~timely~~specified ~~and~~categories ~~detailed~~in ~~segment~~disclosures ~~information~~within ~~reporting throughout~~ the ~~fiscal~~footnotes ~~period,~~to ~~including~~the ~~for~~financial ~~companies~~statements. ~~with~~This anew ~~single~~guidance ~~reportable~~will ~~segment.~~be ~~The~~effective ~~standard~~on January is1, ~~effective~~2027 for annual ~~periods~~reporting ~~beginning after~~and ~~December~~January 151, ~~2023~~2028 ~~and~~for interim ~~periods beginning after December 15, 2024, and early adoption is permitted~~reporting. We are currently evaluating the impact that the adoption of this ~~guidance~~new onstandard ~~the~~will ~~disclosures~~have ~~within~~on our consolidated financial statements and related disclosures.

Table of Contents

2. Revenue

The Company’s major revenue sources are as follows for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023		2024		2023
	2025		2024
Investment advisory and incentive fees
Asset-based advisory fees	$	1,~~175~~057	$	1,~~265~~227	$	~~3,619~~	$	~~3,871~~
Performance-based advisory fees		4810		1-		49		2
Sub-advisory fees		~~1,087~~937		~~832~~1,680		~~4,038~~		~~2,916~~
Total investment advisory and incentive fees		2,310		2,098		7,706		6,789
Sub-total		2,004		2,907
Other		~~105~~125		~~102~~104		~~315~~		~~258~~
Total revenues	$	2,415	$	2,200	$	8,021	$	7,047
Total	$	2,129	$	3,011

3. Investments in Securities

Investments in securities at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, consisted of the following (in thousands):

September 30, 2024

December 31, 2023

March 31, 2025

December 31, 2024

Cost

Fair Value

Cost

Fair Value

Debt - Trading Securities:

U.S. Treasury Bills

~~114~~62,~~578~~957

~~115~~63,~~829~~956

8866,~~300~~721

8968,~~155~~299

Equity Securities:

Common stocks

~~229~~186,~~350~~375

~~244~~209,~~874~~011

~~198~~173,~~269~~436

~~191~~196,~~346~~557

Mutual funds

~~651~~701

1,~~450~~227

~~566~~686

1,~~186~~315

Other investments

41,~~164~~061

~~3,345~~630

51,~~166~~483

41,~~051~~168

Total investments in equity securities

~~234~~188,~~165~~137

~~249~~210,~~669~~868

~~204~~175,~~001~~605

~~196~~199,~~583~~040

Total investments in securities

~~348~~251,~~743~~094

~~365~~274,~~498~~824

~~292~~242,~~301~~326

~~285~~267,~~738~~339

~~In September~~Securities ~~2024~~sold, ~~GAMCO~~ ~~Investors,~~not ~~Inc.~~yet ~~declared~~purchased aat March ~~special~~31, ~~cash~~2025 ~~dividend of $2 per share on their class A common stock~~ and ~~class B common stock. As of~~ ~~September~~December 3031, 2024, ~~Receivable~~ ~~from~~consisted ~~affiliates on the condensed consolidated statements~~ of ~~financial condition included $4.6 million for dividends receivable based on~~ the ~~2.3~~following ~~million~~(in ~~shares of GAMCO class A stock that we held on the declaration date.~~thousands):

Securities sold, not yet purchased at September 30, 2024 and December 31, 2023, consisted of the following (in thousands):

	*March 31, 2025*				*December 31, 2024*
	*Cost*		*Fair Value*		*Cost*		*Fair Value*

Common stocks	$	7,766	$	8,028	$	8,116	$	8,236
Other investments		27		726		41		200
Total securities sold, not yet purchased	$	7,793	$	8,754	$	8,157	$	8,436

	September 30, 2024				December 31, 2023
	Cost		Fair Value		Cost		Fair Value
Common stocks	$	6,604	$	6,838	$	5,227	$	5,035
Other investments		114		538		631		883
Total securities sold, not yet purchased	$	6,718	$	7,376	$	5,858	$	5,918

Investments in affiliated registered investment companies at March 31, 2025 and December 31, 2024, consisted of the following (in thousands):

Investments in affiliated registered investment companies at September 30, 2024 and December 31, 2023, consisted of the following (in thousands):

	*March 31, 2025*				*December 31, 2024*
	*Cost*		*Fair Value*		*Cost*		*Fair Value*

Closed-end funds	$	66,596	$	85,244	$	67,215	$	83,705
Mutual funds		54,710		84,092		54,698		81,810
Total investments in affiliated registered investment companies	$	121,306	$	169,336	$	121,913	$	165,515

	September 30, 2024				December 31, 2023
	Cost		Fair Value		Cost		Fair Value
Closed-end funds	$	39,924	$	57,898	$	39,680	$	53,048
Mutual funds		54,898		82,457		50,136		73,703
Total investments in affiliated registered investment companies	$	94,822	$	140,355	$	89,816	$	126,751

4. Investment Partnerships and Other Entities

The Company is a general partner or co-general partner of various affiliated entities whose underlying assets consist primarily of marketable securities (“Affiliated Entities”). The Company had investments in Affiliated Entities totaling $102.7 million and $101.8 million at March 31, 2025 and December 31, 2024, respectively. The Company also had investments in unaffiliated partnerships, offshore funds and other entities of $38.8 million and $38.1 million at March 31, 2025, and December 31, 2024, respectively (“Unaffiliated Entities”).

Table of Contents

4We evaluate each entity to determine its appropriate accounting treatment and disclosure. ~~Investment~~ ~~Partnerships~~Investments in partnerships that are not required to be consolidated are accounted for using the equity method and ~~Other~~are included in investments in partnerships on the condensed consolidated statements of financial condition. The Company reflects the equity in earnings of these Affiliated Entities and Unaffiliated Entities as net gain from investments on the condensed consolidated statements of income.

~~The~~Capital may ~~Company~~generally isbe aredeemed ~~general~~from ~~partner~~Affiliated orEntities ~~co-general~~on ~~partner~~a ofmonthly ~~various~~basis ~~affiliated~~upon ~~entities~~adequate ~~whose~~notice ~~underlying~~as ~~assets~~determined ~~consist~~in ~~primarily~~the sole discretion of ~~marketable~~each ~~securities~~entity’s ~~(“Affiliated~~investment ~~Entities”)~~manager. ~~The~~Capital ~~Company~~invested ~~had investments~~ in ~~Affiliated~~Unaffiliated Entities may ~~totaling~~generally ~~$99.1 million~~be ~~and~~redeemed ~~$107.4 million~~ at ~~September~~ ~~30,~~various ~~2024~~intervals ~~and December~~ranging ~~31,~~from ~~2023,~~monthly ~~respectively.~~to ~~The~~annually ~~Company~~upon ~~also~~notice ~~had~~of ~~investments~~30 into ~~unaffiliated~~95 ~~partnerships,~~days. ~~offshore~~Certain ~~funds~~Unaffiliated Entities and ~~other~~Affiliated ~~entities~~Entities may ofrequire ~~$39.8~~a ~~million~~minimum ~~and~~investment ~~$35.6 million~~period ~~at September~~before ~~30,~~capital ~~2024,~~can ~~and December~~be ~~31,~~voluntarily ~~2023,~~redeemed ~~respectively~~ (a “~~Unaffiliated~~Lockup ~~Entities~~Period”). WeNo ~~evaluate~~investment ~~each~~in ~~entity~~an Unaffiliated toEntity ~~determine~~has ~~its~~an ~~appropriate~~unexpired ~~accounting~~Lockup ~~treatment and disclosure~~Period. ~~Certain~~The ofCompany ~~the~~has ~~Affiliated~~no outstanding ~~Entities,~~capital ~~and~~commitments ~~none~~to ofany ~~the~~Affiliated or Unaffiliated ~~Entities, are consolidated~~Entity.

Investments in partnerships that are not required to be consolidated are accounted for using the equity method and are included in investments in partnerships on the condensed consolidated statements of financial condition. The Company reflects the equity in earnings of these Affiliated Entities and Unaffiliated Entities in net gain/(loss) from investments on the condensed consolidated statements of income.

Capital may generally be redeemed from Affiliated Entities on a monthly basis upon adequate notice as determined in the sole discretion of each entity’s investment manager. Capital invested in Unaffiliated Entities may generally be redeemed at various intervals ranging from monthly to annually upon notice of 30 to 95 days. Certain Unaffiliated Entities and Affiliated Entities may require a minimum investment period before capital can be voluntarily redeemed (a “Lockup Period”). No investment in any Investment Partnership has an unexpired Lockup Period. The Company has no material outstanding capital commitments to any Affiliated or Unaffiliated Entity.

Consolidated Entities

The following table reflects the net impact of the consolidated investment partnerships (“Consolidated Entities”) on the condensed consolidated statements of financial condition (in thousands):

	September 30, 2024
	March 31, 2025
	Prior to		Consolidated
Assets	Consolidation		Entities			As Reported
Cash and cash equivalents	$	~~258~~290,~~195~~773	$	23,~~673~~084		$	~~260~~293,~~868~~857
Investments in U.S. Treasury Bills		~~113~~63,~~338~~956		~~2,491~~-			~~115~~63,~~829~~956
Investments in equity securities		183,191		66,478			249,669
Investments in securities		137,798		73,070			210,868
Investments in affiliated registered investment companies		~~195~~225,~~119~~333		(5455,~~764~~997	)		~~140~~169,~~355~~336
Investments in partnerships		~~159~~162,~~717~~572		(2021,~~812~~021	)		~~138~~141,~~905~~551
Receivable from brokers		1718,~~556~~154		97,~~429~~304			2625,~~985~~458
Investment advisory fees receivable		1,~~240~~077		(71	)		1,~~233~~076
Other assets(1)		4024,~~645~~883		2,~~664~~272			4327,~~309~~155
Total assets	$	~~969~~924,~~001~~546	$	8,~~152~~711		$	~~977~~933,~~153~~257
Liabilities, redeemable noncontrolling interests and equity
Securities sold, not yet purchased	$	68,~~903~~104	$	~~473~~650		$	78,~~376~~754
Payable to brokers and other liabilities(1)		2617,~~787~~484		12,~~843~~379			2819,~~630~~863
Dividends payable		42,494		-			42,494
Redeemable noncontrolling interests		-		5,682			5,682
Redeemable noncontrolling interests		-		5,836			5,836
Total equity		898,958		-			898,958
Total equity		892,817		-			892,817
Total liabilities, redeemable noncontrolling interests and equity	$	924,546	$	8,711		$	933,257
Total liabilities, redeemable noncontrolling interests and equity	$	969,001	$	8,152		$	977,153

	*December 31, 2024*
	*Prior to*		*Consolidated*
Assets	*Consolidation*		*Entities*			*As Reported*
Cash and cash equivalents	$	289,991	$	9,560		$	299,551
Investments in U.S. Treasury Bills		64,320		3,979			68,299
Investments in equity securities		139,303		59,737			199,040
Investments in affiliated registered investment companies		220,422		(54,907	)		165,515
Investments in partnerships		160,537		(20,549	)		139,988
Receivable from brokers⁽¹⁾		20,402		7,232			27,634
Investment advisory fees receivable		4,142		-			4,142
Other assets⁽¹⁾		28,385		2,735			31,120
Total assets	$	927,502	$	7,787		$	935,289
Liabilities, redeemable noncontrolling interests and equity
Securities sold, not yet purchased	$	8,290	$	146		$	8,436
Payable to brokers and other liabilities⁽¹⁾		26,506		2,049			28,555
Redeemable noncontrolling interests		-		5,592			5,592
Total equity		892,706		-			892,706
Total liabilities, redeemable noncontrolling interests and equity	$	927,502	$	7,787		$	935,289

(1) Represents the summation of multiple assets and liabilities from the condensed consolidated statements of financial condition.

Table of Contents

	December 31, 2023
	Prior to		Consolidated
Assets	Consolidation		Entities			As Reported
Cash and cash equivalents	$	299,508	$	17,979		$	317,487
Investments in U.S. Treasury Bills		79,714		9,441			89,155
Investments in equity securities		149,154		47,429			196,583
Investments in affiliated registered investment companies		181,641		(54,890	)		126,751
Investments in partnerships		163,226		(20,252	)		142,974
Receivable from brokers(1)		25,026		5,242			30,268
Investment advisory fees receivable		4,714		(3	)		4,711
Other assets(1)		33,444		2,424			35,868
Total assets	$	936,427	$	7,370		$	943,797
Liabilities, redeemable noncontrolling interests and equity
Securities sold, not yet purchased	$	5,639	$	279		$	5,918
Payable to brokers and other liabilities(1)		23,813		988			24,801
Redeemable noncontrolling interests		-		6,103			6,103
Total equity		906,975		-			906,975
Total liabilities, redeemable noncontrolling interests and equity	$	936,427	$	7,370		$	943,797

The following table reflects the net impact of the consolidated entities on the condensed consolidated statements of income (in thousands):

(1) Represents the summation of multiple assets and liabilities from the condensed consolidated statements of financial condition.

	*Three Months Ended March 31, 2025*
	*Prior to*			*Consolidated*
	*Consolidation*			*Entities*			*As Reported*
Total revenues	$	1,959		$	170		$	2,129
Operating loss		(4,922	)		(366	)		(5,288	)
Total other income, net		14,847			987			15,834
Income before noncontrolling interests		7,669			100			7,769
Income attributable to noncontrolling interests, net of taxes		-			100			100
Net income	$	7,669		$	-		$	7,669

The following table reflects the net impact of the Consolidated Entities on the condensed consolidated statements of income (in thousands):

	*Three Months Ended March 31, 2024*
	*Prior to*			*Consolidated*
	*Consolidation*			*Entities*			*As Reported*
Total revenues	$	3,120		$	(109	)	$	3,011
Operating loss		(4,607	)		(363	)		(4,970	)
Total other income, net		22,447			178			22,625
Income before noncontrolling interests		13,821			36			13,857
Income attributable to noncontrolling interests, net of taxes		-			36			36
Net income	$	13,821		$	-		$	13,821

	Three Months Ended September 30, 2024
	Prior to			Consolidated
	Consolidation			Entities			As Reported
Total revenues	$	2,527		$	(112	)	$	2,415
Operating loss		(6,545	)		(371	)		(6,916	)
Total other income, net		36,353			886			37,239
Income before noncontrolling interests		23,242			148			23,390
Income attributable to noncontrolling interests		-			148			148
Net income/(loss)	$	23,242		$	-		$	23,242

	Three Months Ended September 30, 2023
	Prior to			Consolidated
	Consolidation			Entities			As Reported
Total revenues	$	2,310		$	(110	)	$	2,200
Operating loss		(3,156	)		(365	)		(3,521	)
Total other income, net		3,044			750			3,794
Income/(loss) before noncontrolling interests		(16	)		123			107
Income attributable to noncontrolling interests		-			123			123
Net income/(loss)	$	(16	)	$	-		$	(16	)

	Nine Months Ended September 30, 2024
	Prior to			Consolidated
	Consolidation			Entities			As Reported
Total revenues	$	8,349		$	(328	)	$	8,021
Operating loss		(14,423	)		(1,137	)		(15,560	)
Total other income, net		66,050			1,066			67,116
Income before noncontrolling interests		40,048			93			40,141
Income attributable to noncontrolling interests		-			93			93
Net income/(loss)	$	40,048		$	-		$	40,048

Table of Contents

	Nine Months Ended September 30, 2023
	Prior to			Consolidated
	Consolidation			Entities			As Reported
Total revenues	$	7,378		$	(331	)	$	7,047
Operating loss		(10,998	)		(1,127	)		(12,125	)
Total other income/(loss), net		38,670			(1,530	)		37,140
Income before noncontrolling interests		21,109			320			21,429
Income attributable to noncontrolling interests		-			320			320
Net income/(loss)	$	21,109		$	-		$	21,109

Variable Interest Entity

We have one investment partnership that is consolidated as a VIE as of ~~September~~March 3031, ~~2024~~ 2025 and December 31, ~~2023~~2024 because AC is the primary beneficiary of the entity. With respect to the consolidated VIE, its assets may only be used to satisfy its obligations. The investors and creditors of the consolidated VIE have no recourse to the Company’s general assets. In addition, the Company neither benefits from such VIE’s assets nor bears the related risk beyond its beneficial interest in the VIE.

The following table presents the balances related to the VIE that is consolidated and included on the condensed consolidated statements of financial condition as well as the Company’s net interest in that VIE (in thousands):

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Cash and cash equivalents	$	~~285~~1		$	~~302~~118
Investments in equity securities		10,458			9,695
Investments in securities		10,635			10,473
Receivable from brokers		22130			~~166~~-
Accrued expenses and other liabilities		(35	)		(46	)
Accrued expenses and other liabilities (1)		(41	)		(127	)
Redeemable noncontrolling interests		(~~472~~304	)		(~~451~~307	)
AC Group's net interest in consolidated VIE	$	10,258		$	9,666
AC Group's net interest in the consolidated VIE	$	10,421		$	10,157

(1) Represents the summation of multiple liabilities from the condensed consolidated statements of financial condition.

Voting Interest Entity

We have one investment partnership that is consolidated as a VOE as of ~~September~~March 3031, ~~2024~~ 2025 and December 31, ~~2023~~2024 because AC has a controlling interest in the entity. This resulted in the consolidation of $7374.07 million of assets, $2.59 million of liabilities, and $5.4 million of redeemable noncontrolling interests at ~~September~~March 3031, ~~2024~~2025 and $72.4 million of assets, $1.49 million of liabilities, and $5.63 million of redeemable noncontrolling interests at December 31, ~~2023~~2024. AC’s net interest in the consolidated VOE at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 was $6566.14 million and $65.42 million, respectively.

Equity Method Investments

The Company’s equity method investments include investments in ~~domestic~~ partnerships and offshore funds. The Company evaluates each of its equity method investments to determine if any are significant as defined in the regulations applicable to smaller reporting companies promulgated by the SEC. As of and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, no individual equity method investment held by the Company met the significance criteria. As such, the Company is not required to present summarized income statement information for any of its equity method investments.

1211

Table of Contents

5. Fair Value

Accounting Standards Codification Topic 820, Fair Value Measurement (ASC 820) specifies a hierarchy of valuation classifications based on whether the inputs to the valuation techniques used in each valuation classification are observable or unobservable. These classifications are summarized in the three broad levels listed below:

•

Level 1 - Unadjusted quoted prices for identical instruments in active markets.

•

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable.

•

Level 3 - Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable.

Inputs used to measure fair value might fall in different levels of the fair value hierarchy, in which case the Company defaults to the lowest level input that is significant to the fair value measurement in its entirety. These levels are not necessarily an indication of the risk or liquidity associated with the investments.

The following tables present assets and liabilities measured at fair value on a recurring basis, unless otherwise noted, as of the dates specified (in thousands):

September 30, 2024

March 31, 2025

Assets

Level 1

Level 2

Level 3

Total

Cash equivalents

~~259~~292,~~247~~264

Investments in securities (including GAMCO stock):

Trading - U.S. Treasury Bills

~~115~~63,~~829~~956

Common stocks

~~242~~206,~~017~~426

~~822~~559

2,~~035~~026

~~244~~209,~~874~~011

Mutual funds

1,~~450~~227

Other

~~2,571~~42

~~648~~473

~~126~~115

~~3,345~~630

Total investments in securities

~~361~~271,~~867~~651

1,~~470~~032

2,~~161~~141

~~365~~274,~~498~~824

Investments in affiliated registered investment companies:

Closed-end funds - equity securities

4844,~~042~~388

Preferred securities issued by Closed-end funds (a)

940,856

Mutual funds

8284,~~457~~092

Total investments in affiliated registered investment companies

~~130~~128,~~499~~480

940,856

~~140~~169,~~355~~336

Total investments held at fair value

~~492~~400,~~366~~131

1,~~470~~032

1242,~~017~~997

~~505~~444,~~853~~160

Total assets at fair value

~~751~~692,~~613~~395

1,~~470~~032

1242,~~017~~997

~~765~~736,~~100~~424

Liabilities

Common stocks

68,~~838~~028

Other

3538

~~503~~688

~~538~~726

Securities sold, not yet purchased

68,~~873~~066

~~503~~688

78,~~376~~754

Total liabilities at fair value

68,~~873~~066

~~503~~688

78,~~376~~754

(a) These securities represent privately issued, puttable and callable preferred securities issued by affiliated closed-end funds. These securities are considered as trading securities at the time of purchase.

1312

Table of Contents

December 31, 2023

December 31, 2024

Assets

Level 1

Level 2

Level 3

Total

Cash equivalents

~~315~~298,~~017~~208

Investments in securities (including GAMCO stock):

Trading - U.S. Treasury Bills

8968,~~155~~299

Common stocks

~~187~~193,~~963~~668

~~1,348~~854

2,035

~~191~~196,~~346~~557

Mutual funds

1,~~186~~315

Other

~~3,347~~43

~~485~~1,010

~~219~~115

41,~~051~~168

Total investments in securities

~~281~~263,~~651~~325

1,~~833~~864

2,~~254~~150

~~285~~267,~~738~~339

Investments in affiliated registered investment companies:

Closed-end funds - equity securities

4442,~~692~~849

Preferred securities issued by Closed-end funds (a)

840,~~356~~856

Mutual funds

7381,~~703~~810

Total investments in affiliated registered investment companies

~~118~~124,~~395~~659

840,~~356~~856

~~126~~165,~~751~~515

Total investments held at fair value

~~400~~387,~~046~~984

1,~~833~~864

1043,~~610~~006

~~412~~432,~~489~~854

Total assets at fair value

~~715~~686,~~063~~192

1,~~833~~864

1043,~~610~~006

~~727~~731,~~506~~062

Liabilities

Common stocks

58,~~035~~236

Other

~~579~~11

~~304~~189

~~883~~200

Securities sold, not yet purchased

58,~~614~~247

~~304~~189

58,~~918~~436

Total liabilities at fair value

58,~~614~~247

~~304~~189

58,~~918~~436

The following table presents additional information about assets measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

	Three Months Ended						Nine Months Ended
	Three Months Ended March 31,
	September 30,						September 30,
Assets:		2025			2024
Assets:	2024			2023			2024			2023
Beginning balance	$	43,006		$	10,610
Beginning balance	$	12,017		$	14,491		$	10,610		$	13,774
Total gains/(losses)		(9	)		-
Total gains/(losses)		-			(1	)		100			(34	)
Purchases		-			3,900
Purchases		-			-			3,900			1,000
Sales/return of capital		-			(2,400	)
Sales/return of capital		-			(880	)		(2,593	)		(1,130	)
Ending balance	$	42,997		$	12,110
Ending balance	$	12,017		$	13,610		$	12,017		$	13,610
Changes in net unrealized gain/(loss) included in Net gain from investments related to Level 3 assets still held as of the reporting date	$	(9	)	$	-
Changes in net unrealized gain/(loss) included in Net gain/(loss) from investments related to level 3 assets still held as of the reporting date	$	-		$	(1	)	$	100		$	(34	)

Total realized and unrealized gains and losses for Level 3 assets are reported in net gain~~/(loss)~~ from investments in the condensed consolidated statements of income.

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, there were no transfers into or out of Level 3.

The Company uses a discounted cash flow analysis when determining the fair value of privately issued preferred securities of affiliated closed-end funds that are categorized as Level 3. Projected cash flows in the discounted cash flow analysis represent the relevant security’s dividend rate plus the assumption of full principal repayment at the preferred security’s earliest available redemption date.

The significant unobservable input used in the fair value measurement of each of the Company’s investments in privately issued preferred securities of closed-end funds is the discount rate. The discount rate was determined using the interest rates of U.S. Treasury Bills that are held over a similar period as the preferred security. The discount rates used in the valuation of these investments as of ~~September~~March 3031, ~~2024~~ 2025 ranged from 3.5791% to 4.6330% with a weighted average of 4.3708% calculated based on the relative fair value. At December 31, 2024, the discount rates used ranged from 4.16% to 4.28% with a weighted average of 4.19%. Significant changes in the discount rate could result in a significantly higher or lower fair value measurement of these Level 3 investments.

The Company uses the market approach as the valuation technique to value its investment in common stocks classified as Level 3, specifically considering recent transactions.

1413

Table of Contents

6. Income Taxes

The effective tax rate (“ETR”) for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~September~~March 3031, ~~2023~~2024 was 2226.13% and 1421.35%, respectively. The ETR in the 2025 period ~~year~~differs from the U.S. corporate tax rate of 21% primarily due to ~~date~~(a) ~~periods~~deferred tax expense from a foreign investment, (b) state and local taxes (net of ~~2024~~federal benefit) and ~~2023~~(c) ~~differ from~~the deductibility of officers' compensation. The ETR in the 2024 period differs from the U.S. corporate tax rate of 21% primarily due to (a) deferred tax benefits from a foreign investment, (b) state and local taxes (net of federal benefit) and (c) the deductibility of officers' compensation. The increase in the ETR for the ~~nine~~ three months ended ~~September~~March 3031, ~~2024~~ 2025 was primarily due to deferred tax benefits from a foreign investment which reduced the prior year's rate.

7. Earnings per Share

Basic earnings per share is computed by dividing net income~~/(loss)~~ attributable to our shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income~~/(loss)~~ attributable to our shareholders by the weighted average number of shares, plus any potentially dilutive securities (if any), outstanding during the period.

The computations of basic and diluted ~~EPS~~net income per share are as follows ~~(in thousands, except per share amounts)~~:

	Three Months Ended					Nine Months Ended
	Three Months Ended March 31,
	September 30,					September 30,
(In thousands, except per share amounts)	2025		2024
	2024		2023			2024		2023
Income before noncontrolling interests	$	7,769	$	13,857
Net income/(loss) attributable to Associated Capital's shareholders	$	23,242	$	(16	)	$	40,048	$	21,109
Income attributable to noncontrolling interests		100		36
Weighted average number of shares outstanding - basic and diluted		21,275		21,672			21,389		21,836
Net income attributable to Associated Capital Group, Inc.'s shareholders	$	7,669	$	13,821
Basic and Diluted EPS	$	1.09	$	0.00		$	1.87	$	0.97
Weighted average number of shares outstanding - basic and diluted		21,166		21,500
Basic and Diluted EPS	$	0.36	$	0.64

8. Equity

Voting Rights

The holders of Class A Common stock (“Class A Stock”) and Class B Common stock (“Class B Stock”) have identical rights except that holders of Class A Stock are entitled to one vote per share, while holders of Class B Stock are entitled to ten votes per share on all matters to be voted on by shareholders in general. Holders of each share class, however, are not eligible to vote on matters relating exclusively to the other share class.

Stock Award and Incentive Plan

The Company’s Board of Directors periodically grants shares of Phantom Restricted Stock awards (“Phantom RSAs”). Under the terms of the grants, the Phantom RSAs vest 30% and 70% after three and five years, respectively. The Phantom RSAs will be settled by a cash payment, net of applicable withholding tax, on the vesting dates. In addition, an amount equivalent to the cumulative dividends declared on shares of the Company’s Class A Stock during the vesting period will be paid to participants on vesting.

15 The Phantom RSAs are treated as a liability because cash settlement is required and compensation will be recognized over the vesting period. In determining the compensation expense to be recognized each period, the Company will re-measure the fair value of the liability at each reporting date taking into account the remaining vesting period attributable to each award, cumulative dividends and the current market value of the Company’s Class A Stock. In making these determinations, the Company will consider the impact of Phantom RSAs that have been forfeited prior to vesting (e.g., due to an employee termination). The Company has elected to consider forfeitures as they occur.

Based on the closing price of the Company’s Class A Stock and cumulative dividends on March 31, 2025 and December 31, 2024, the total liability recorded by the Company in compensation payable in our condensed consolidated statements of financial condition as of March 31, 2025 and December 31, 2024, with respect to the Phantom RSAs was $5.9 million and $4.8 million, respectively.

Table of Contents

The ~~Phantom~~following ~~RSAs~~table ~~are~~summarizes ~~treated~~our asstock-based acompensation ~~liability~~as ~~because~~well ~~cash~~as ~~settlement~~unrecognized ~~is required and~~ compensation ~~will~~for ~~be recognized over~~ the ~~vesting~~three ~~period.~~month Inperiods ~~determining~~ended March ~~the~~31, ~~compensation~~2025 ~~expense~~and ~~to be recognized each period~~2024, ~~the~~respectively. ~~Company will re~~Stock-~~measure~~based ~~the~~compensation ~~fair~~expense ~~value~~is ofincluded ~~the~~in ~~liability~~compensation atexpense ~~each~~in ~~reporting date taking into account~~ the ~~remaining~~condensed ~~vesting~~consolidated ~~period~~statements ~~attributable to each award and the current market value~~ of ~~the~~income ~~Company’s~~(dollars ~~Class~~in ~~A Stock. In making these determinations~~thousands, ~~the~~unless ~~Company~~otherwise ~~will consider the impact of Phantom RSAs that have been forfeited prior to vesting (e.g., due to an employee termination~~noted)~~. The Company has elected to consider forfeitures as they occur.~~:

Based on the closing price of the Company’s Class A Stock on September 30, 2024 and December 31, 2023, the total liability recorded by the Company in compensation payable in our condensed consolidated statements of financial condition as of September 30, 2024 and December 31, 2023, with respect to the Phantom RSAs was $4.0 million and $3.5 million, respectively.

	*Three Months Ended March 31,*
	*2025*		*2024*

Stock-based compensation expense	$	1,153	$	162

Remaining expense to be recognized, if all vesting conditions are met⁽¹⁾		6,153		4,093

Weighted average remaining contractual term (in years)		1.9		2.0

The following table summarizes our stock-based compensation as well as unrecognized compensation for the three and nine month periods ended September 30, 2024 and 2023, respectively. Stock-based compensation expense is included in compensation expense in the condensed consolidated statements of income (dollars in thousands, unless otherwise noted):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Stock-based compensation expense	$	734	$	752	$	1,491	$	957
Remaining expense to be recognized, if all vesting conditions are met(1)						6,751		5,607
Weighted average remaining contractual term (in years)						2.1		2.1

(1) Does not include an estimate for projected future dividends.

The following table summarizes Phantom RSA ("PRSA") activity:

	PRSAs			Weighted Average Grant Date Fair Value
Balance at December 31, 2023		233,695		$	37.38
Balance at December 31, 2024		301,595		$	36.52
Granted		-			-
Forfeited		-(5,500	)		-36.70
Vested		-			-
Balance at March 31, 2024		233,695		$	37.38
Balance at March 31, 2025		296,095		$	36.52
Granted		97,200			34.28
Forfeited		-			-
Vested		(27,300	)		35.82
Balance at June 30, 2024		303,595		$	36.53
Granted		-			-
Forfeited		(2,000	)		36.95
Vested		-			-
Balance at September 30, 2024		301,595		$	36.53

Stock Repurchase Program

In December 2015, the Board of Directors established a stock repurchase program ~~("Stock~~ ~~Repurchase Program")~~ authorizing the Company to repurchase up to 500,000 shares of Class A Stock. On February 7, 2017, the Board of Directors reset the available number of shares to be purchased under the stock repurchase program to 500,000 shares. On August 3, 2017 and May 8, 2018, the Board of Directors authorized the repurchase of an additional 1 million and 500,000 shares, respectively. On February 6, 2024, ~~the Board of Directors authorized the repurchase of an additional 350,000 shares. On~~and August 7, 2024, the Board of Directors authorized the repurchase of an additional 350,000 and 200,000 shares, respectively. Our stock repurchase program is not subject to an expiration date.

16 The following table presents the Company's stock repurchase activity and remaining authorization:

For the period ended March 31, 2025:	*Number of shares purchased*			*Average price per share*
Remaining repurchase authorization December 31, 2024	353,548
Share repurchases under stock repurchase program ⁽¹⁾	(39,018	)	$	36.32
Remaining repurchase authorization March 31, 2025	314,530
For the period ended March 31, 2024:
Remaining repurchase authorization December 31, 2023	156,664
Share repurchases under stock repurchase program ⁽¹⁾	(117,354	)	$	33.63
Remaining repurchase authorization March 31, 2024 ⁽²⁾	389,310

(1) Repurchases totaled $1.4 million and $3.9 million for the three-month periods ended March 31, 2025 and 2024, respectively.

(2) On February 6, 2024, the Board of Directors authorized the repurchase of an additional 350,000 shares.

Table of Contents

The following table presents the Company's repurchase activity with respect to its Class A Stock and remaining authorization:

For the three months ended September 30, 2024	Number of shares purchased			Average price per share
Remaining repurchase authorization June 30, 2024		323,841
Share repurchases under stock repurchase program (1)		(107,218	)	$	31.80
Remaining repurchase authorization September 30, 2024 (2)		416,623
For the nine months ended September 30, 2024:
Remaining repurchase authorization December 31, 2023		156,664
Share repurchases under stock repurchase program (1)		(290,041	)	$	33.01
Remaining repurchase authorization September 30, 2024 (2)		416,623
For the three months ended September 30, 2023:
Remaining repurchase authorization June 30, 2023		345,175
Share repurchases under stock repurchase program (1)		(103,169	)	$	36.98
Remaining repurchase authorization September 30, 2023		242,006
For the nine months ended September 30, 2023:
Remaining repurchase authorization December 31, 2022		609,352
Share repurchases under stock repurchase program (1)		(367,346	)	$	36.43
Remaining repurchase authorization September 30, 2023		242,006

(1) Repurchases totaled $3.4 million and $3.8 million for the three-months ended September 30, 2024 and 2023, respectively. Repurchases totaled $9.6 and $13.4 million for the nine months ended September 30, 2024 and 2023, respectively.

(2) On February 6, 2024, the Board of Directors authorized the repurchase of an additional 350,000 shares. On August 7, 2024, the Board of Directors authorized the repurchase of an additional 200,000 shares.

Dividends

~~During~~There ~~the~~were ~~three~~no ~~and nine months ended September 30, 2024, the Company declared~~ dividends ~~of $2.00 per share and $2.10 per share, respectively, to Class A and Class B shareholders totaling $42.5 million and $44.6 million, respectively. The Company~~ declared ~~no dividends~~ during the three -month ~~period ended September~~periods ~~30, 2023. For the nine months~~ ended ~~September~~March 3031, ~~2023,~~2025 or ~~the Company declared dividends of $0~~2024.~~10 per share to Class A and Class B shareholders totaling $2.2 million.~~

9. ~~Goodwill~~Segment Information

~~At September~~The 30Company operates in one business segment, ~~2024~~ the investment advisory and ~~December~~ 31alternative asset management business. The Company conducts its business principally through Gabelli & Company Investment Advisers, ~~2023~~Inc. and its wholly owned subsidiary Gabelli & Partners, ~~goodwill~~LLC. onThe Company has identified the Executive Chair and the Chief Executive Officer as the chief operating decision maker (“CODM”), who use net income in the condensed consolidated statements of ~~financial~~income ~~condition~~to ~~includes~~evaluate ~~$3.4~~the ~~million~~results of ~~goodwill~~the ~~related~~business to ~~GCIA~~manage the Company. The ~~Company~~CODM ~~assesses~~uses ~~the~~net ~~recoverability~~income ofin ~~goodwill~~deciding atwhether ~~least~~to ~~annually,~~reinvest profits or ~~more~~allocate ~~often~~profits ~~should~~to ~~events~~other ~~warrant~~uses of capital, ~~using~~such aas ~~qualitative~~for ~~assessment~~acquisitions or to pay dividends. All expense categories on the condensed consolidated statements of ~~whether~~income itare issignificant ~~more~~and ~~likely~~there ~~than~~are ~~not~~no other significant segment expenses that anwould ~~impairment~~require ~~has~~disclosure. ~~occurred~~Assets provided to ~~determine~~the ifCODM aare ~~quantitative~~consistent ~~analysis~~with isthose ~~required.~~reported ~~There~~on ~~were~~the nocondensed ~~indicators~~consolidated statements of ~~impairment~~financial ~~for~~condition. ~~the~~The ~~three~~Company’s ~~and nine~~operations ~~months~~constitute ~~ended September~~a 30single operating segment and, ~~2024~~therefore, ora ~~2023~~single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as ~~such~~those ~~there~~described ~~was~~in noNote ~~impairment~~2, ~~analysis~~Significant ~~performed~~Accounting orPolicies ~~charge~~of ~~recorded~~the Annual Report on Form 10-K for the year ended December 31, 2024.

10. ~~Guarantees, Contingencies and Commitments~~Goodwill

At March 31, 2025 and December 31, 2024, goodwill on the condensed consolidated statements of financial condition includes $3.4 million of goodwill related to GCIA. The Company assesses the recoverability of goodwill at least annually, or more often should events warrant, using a qualitative assessment of whether it is more likely than not that an impairment has occurred to determine if a quantitative analysis is required. There were no indicators of impairment for the three months ended March 31, 2025 or March 31, 2024, and as such there was no impairment analysis performed or charge recorded.

11. Guarantees, Contingencies and Commitments

From time to time, the Company may be named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. We are also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. For any such matters, the condensed consolidated financial statements include the necessary provisions for losses, if any, that the Company believes are probable and estimable. Furthermore, the Company evaluates whether losses exist which may be reasonably possible and will, if material, make the necessary disclosures. Management is not aware of any probable or reasonably possible losses.

The Company has also entered into arrangements with various other third parties, many of which provide for indemnification of the third parties against losses, costs, claims and liabilities arising from the performance of obligations under the agreements. The Company has had no claims or payments pursuant to these or prior agreements and believes the likelihood of a claim being made is remote, and, therefore, no accrual has been made on the condensed consolidated financial statements.

1112. Subsequent Events

From ~~October~~April 1, ~~2024~~2025 to ~~November~~May 139, ~~2024~~2025, the Company repurchased 147,~~625~~ 796 shares at an average price of $3634.1748 per share.

On ~~November~~May 87, ~~2024~~2025, the Board of Directors declared a semi-annual dividend of $0.10 per share, which is payable on ~~December~~June 1926, ~~2024~~ 2025 to Class A and Class B shareholders of record on ~~December~~June 512, ~~2024~~2025.

1716

Table of Contents

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS (“MD&A”) OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s unaudited interim consolidated financial statements and accompanying notes thereto included in this Quarterly Report on Form 10-Q, as well as the Company’s audited annual financial statements included in our Form 10-K filed with the SEC on March 2119, ~~2024~~2025 to help provide an understanding of our financial condition, changes in financial condition and results of operations. Unless the context otherwise requires, all references to “we,” “us,” “our,” “AC Group” or the “Company” refer collectively to Associated Capital Group, Inc., a holding company, and its subsidiaries through which our operations are actually conducted.

Overview

We are a Delaware corporation, incorporated in 2015, that provides alternative investment management services and operates a direct investment business that over time invests in businesses that fit our criteria. Additionally, we derive income from proprietary investments.

In March 2025, Doug Jamieson retired as our Chief Executive Officer and President but will continue serving the Company as a Director. We thank him for his years of dedicated service and look forward to his continued contributions as a member of the Board of Directors. Patrick Huvane was named Interim Chief Executive Officer upon Doug Jamieson’s retirement.

Alternative Investment Management

We conduct our investment management activities through our wholly-owned subsidiary Gabelli & Company Investment Advisers, Inc. (“GCIA”) and its wholly-owned subsidiary, Gabelli & Partners, LLC (“Gabelli & Partners”). GCIA is an investment adviser registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). GCIA and Gabelli & Partners together serve as general partners or investment managers to investment funds, including limited partnerships and offshore companies (collectively, “Investment Partnerships”) and separate accounts. We primarily manage assets across a range of risk and event arbitrage portfolios and in equity event-driven value strategies. The business earns management and incentive fees from its advisory activities. Management fees are largely based on a percentage of assets under management (“AUM”). Incentive fees are based on a percentage of the investment returns of certain client portfolios.

We manage assets on a discretionary basis and invest in a variety of U.S. and foreign securities mainly in the developed global markets. We primarily employ absolute return strategies with the objective of generating positive returns. We serve a wide variety of investors globally including private wealth management clients, corporations, corporate pension and profit-sharing plans, foundations and endowments, as well as serving as sub-advisor to certain third-party investment funds.

In merger arbitrage, the goal is to earn absolute positive returns. We introduced our first limited partnership, Gabelli Arbitrage (renamed Gabelli Associates Fund), in February 1985. Our typical investment process begins at the time of deal announcement, buying shares of the target at a discount to the stated deal terms, earning the spread until the deal closes, and reinvesting the proceeds in new deals in a similar manner. By owning a diversified portfolio of transactions, we mitigate the adverse impact of single deal-specific risks.

As the business and investor base expanded, we launched an offshore version in 1989. Building on our strengths in global event-driven value investing, several investment vehicles have been added to balance investors’ geographic, strategic and sector-specific needs. Today, we manage investments in multiple categories, including merger arbitrage, ~~long/short~~ event-driven value and other strategies.

Proprietary Capital

Proprietary capital is earmarked for our direct investment business that invests in new and existing businesses, using a variety of techniques and structures. We launched our direct private equity and merchant banking activities in August 2017. The direct investment business is developing along several core pillars:

●

Gabelli Private Equity Partners, LLC (“GPEP”), formed in August 2017 with $150 million of authorized capital as a “fundless” sponsor.

●

Gabelli Principal Strategies Group, LLC (“GPS”) was created in December 2015 to pursue strategic operating initiatives broadly.

Our direct investing efforts are organized to invest in various ways, including growth capital, leveraged buyouts and restructurings, with an emphasis on small and mid-sized companies. Our investment sourcing is across a variety of channels including direct owners, private equity funds, classic agents, and corporate carve outs (which are positioned for accelerated growth, as businesses seek to enhance shareholder value through financial engineering). The Company’s direct investing vehicles allow us to acquire companies and create long-term value with no pre-determined exit timetable.

1817

Table of Contents

We have a proprietary portfolio of cash and investments which we expect to use to invest primarily in funds that we will manage, provide seed capital for new products, expand our geographic presence, develop new markets and pursue strategic acquisitions and alliances.

Financial Highlights

The following is a summary of the Company’s financial performance for the quarters ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

($000s except per share data or as noted)

	Third Quarter
	First Quarter
	2024		2023
	2025		2024
AUM - end of period (in millions)	$	1,~~340~~268	$	1,~~588~~549
AUM - average (in millions)	$	1,~~349~~261	$	1,~~580~~556
Net income/(loss) per share-diluted	$	1.09	$	0.00
Net income per share-diluted	$	0.36	$	0.64
Book value per share at September 30	$	42.02	$	41.43
Book value per share at March 31	$	42.51	$	42.80

Condensed Consolidated Statements of Income

Investment advisory and incentive fees, which are based on the amount and composition of AUM in our funds and accounts, represent our largest source of revenues. Growth in revenues depends on good investment performance, which influences the value of existing AUM as well as contributes to higher investment and lower redemption rates and attracts additional investors while maintaining current fee levels. Growth in AUM is also dependent on being able to access various distribution channels, which is usually based on several factors, including performance and service. In light of the ongoing ~~dynamics~~market ~~created~~uncertainty caused by ~~the~~global ~~conflicts~~trade ~~in the Middle East~~ and ~~the~~geopolitical ~~Ukraine~~ conflicts and their impact on the global economy and markets, we could experience higher volatility in the short-term returns of our funds.

Incentive fees generally consist of an incentive allocation on the absolute gain in a portfolio generally equating to 20% of the economic profit, as defined in the agreements governing the investment vehicle or account. We recognize such revenue only when the measurement period has been completed, generally in December or at the time of an investor redemption.

Compensation includes variable and fixed compensation and related expenses paid to officers, portfolio managers, sales, trading, research and all other professional staff. Variable compensation is paid to sales personnel and portfolio management and may represent up to 55% of revenues.

Management fee expense is incentive-based compensation equal to 10% of adjusted aggregate pre-tax profits paid to the Executive Chair or his designees for his services pursuant to an employment agreement.

Other operating expenses include general and administrative operating costs.

Other income and expense includes net gains and losses from investments (which include both realized and unrealized gains and losses from securities and equity in earnings of investments in partnerships), interest and dividend income, and interest expense. Net gains and losses from investments are derived from our proprietary investment portfolio consisting of various public and private investments and from consolidated investment funds.

Net income attributable to noncontrolling interests represents the share of net income attributable to third-party limited partners of certain partnerships and offshore funds we consolidate. Please refer to Notes 1 and 4 in our condensed consolidated financial statements included elsewhere in this report.

Condensed Consolidated Statements of Financial Condition

We ended the first ~~third~~ quarter of ~~2024~~2025 with approximately $~~898~~870.38 million in cash and investments, net of securities sold, not yet purchased of $78.48 million. This includes $~~260~~293.9 million of cash and cash equivalents; $~~115~~64.80 million of U.S. Treasury obligations; $~~242~~202.31 million of securities, net of securities sold, not yet purchased, including shares of GAMCO ~~Investors, Inc. ("GAMCO")~~ with a market value of $5615.46 million; and $~~279~~310.39 million invested in affiliated and third-party funds and partnerships, including investments in affiliated closed end funds which have a value of $5585.02 million and more limited liquidity. Our financial resources provide flexibility to pursue strategic objectives that may include acquisitions, lift-outs, seeding new investment strategies, and co-investing, as well as shareholder compensation in the form of share repurchases and dividends.

Total shareholders’ equity was $~~892~~899.80 million or $42.0251 per share as of ~~September~~March 3031, ~~2024~~2025, compared to $~~907~~892.07 million or $42.11 14 per share as of December 31, ~~2023~~2024. Shareholders’ equity per share is calculated by dividing the total equity by the number of common shares outstanding. The ~~decrease~~ increase in equity from the end of ~~2023~~2024 was largely attributable to ~~the~~income ~~special~~for $2the ~~per~~year ~~share~~to ~~dividend~~date ~~declared in September 2024~~period.

1918

Table of Contents

RESULTS OF OPERATIONS

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Revenues
Investment advisory and incentive fees	$	2,~~310~~004		$	2,~~098~~907		$	~~7,706~~		$	~~6,789~~
Other revenues		~~105~~125			~~102~~104			~~315~~			~~258~~
Total revenues		2,~~415~~129			23,~~200~~011			~~8,021~~			~~7,047~~
Expenses
Compensation		4,~~215~~448			43,~~078~~820			~~11,977~~			~~11,437~~
Management fee		31,~~312~~103			~~(12~~1,982	)		~~5,736~~			~~3,075~~
Other operating expenses		1,~~804~~866			12,~~655~~179			~~5,868~~			~~4,660~~
Total expenses		97,~~331~~417			57,~~721~~981			~~23,581~~			~~19,172~~
Operating loss		(65,~~916~~288	)		(34,~~521~~970	)		~~(15,560~~	)		~~(12,125~~	)
Other income
Other income/(expense)
Net gain/(loss) from investments		26,173			(2,173	)		42,808			21,635
Net gain from investments		10,892			16,794
Interest and dividend income		115,~~142~~018			65,~~336~~983			~~24,985~~			~~17,497~~
Interest expense		(7645	)		(~~134~~83	)		~~(228~~	)		~~(388~~	)
Shareholder-designated contribution		-(31	)		(~~235~~69	)		~~(449~~	)		~~(1,604~~	)
Total other income, net		3715,~~239~~834			322,~~794~~625			~~67,116~~			~~37,140~~
Income before income taxes		3010,~~323~~546			~~273~~17,655			~~51,556~~			~~25,015~~
Income tax expense		62,~~933~~777			~~166~~3,798			~~11,415~~			~~3,586~~
Income before noncontrolling interests		237,~~390~~769			~~107~~13,857			~~40,141~~			~~21,429~~
Income attributable to noncontrolling interests		~~148~~100			~~123~~36			93			~~320~~
Net income/(loss) attributable to Associated Capital Group, Inc.'s shareholders	$	23,242		$	(16	)	$	40,048		$	21,109
Net income attributable to Associated Capital Group, Inc.'s shareholders	$	7,669		$	13,821
Net income per share attributable to Associated Capital Group, Inc.'s shareholders:
Basic	$	1.09		$	0.00		$	1.87		$	0.97
Basic and diluted	$	0.36		$	0.64
Diluted	$	1.09		$	0.00		$	1.87		$	0.97
Weighted average shares outstanding:
Weighted average shares outstanding (thousands):
Basic and diluted		21,166			21,500
Basic		21,275			21,672			21,389			21,836
Diluted		21,275			21,672			21,389			21,836

Three Months Ended ~~September~~March 3031, ~~2024~~2025 Compared to Three Months Ended ~~September~~March 3031, ~~2023~~2024

Revenues

Total revenues in the ~~third~~ first quarter were $2.4 1 million compared to $23.2 0 million in the ~~third~~ first quarter of 2023. Revenues generated by the GAMCO International SICAV – GAMCO Merger Arbitrage (the “SICAV”) were $10.1 9 million versus $01.8 7 million in the prior year period. All other revenues were $1.32 million compared to $1.4 3 million in the year -ago quarter.

~~Starting~~Incentive infees ~~December~~are ~~2023,~~not ~~the Company~~ recognized ~~100%~~until of the ~~merger~~uncertainty ~~arbitrage~~surrounding ~~SICAV revenues received by Gabelli Funds, LLC. In turn, AC pays~~ the ~~marketing~~amount ~~expenses~~ of ~~the~~variable ~~SICAV~~consideration ~~previously~~ends ~~paid~~and bythe ~~Gabelli~~fee ~~Funds~~is crystalized, ~~and~~typically ~~remits~~on an ~~administrative~~annual ~~fee~~basis toon ~~Gabelli~~December ~~Funds for administrative services provided~~31. ~~This~~Unrecognized ~~change~~incentive ~~better~~fees ~~aligns~~amounted ~~the~~to ~~financial~~$2.0 ~~arrangements~~million ~~with~~for the ~~services~~quarter ~~rendered~~ended byMarch ~~each~~31, ~~party~~2025. ~~The~~There ~~net~~were ~~effect~~no ofmaterial ~~this~~unrecognized ~~change~~incentive ~~had~~fees noin ~~material~~the ~~impact~~March on31, ~~our~~2024 ~~operating results~~quarter.

Incentive fees are not recognized until the uncertainty surrounding the amount of variable consideration ends and the fee is crystalized, typically on an annual basis on December 31. Unrecognized incentive fees at September 30, 2024 approximated $2.9 million. There were no material unrecognized incentive fees as of September 30, 2023.

Table of Contents

Expenses

Compensation, which includes variable compensation, salaries, bonuses and benefits, was $4.2 4 million and $43.18 million for the three month periods ended ~~September~~March 3031, 2024 and 2023, respectively, primarily driven by higher ~~performance~~mark to market stock-based compensation ~~accruals~~expense ~~on certain proprietary accounts as a result~~ of ~~performance~~ $0.9 ~~This~~million ~~increase~~in ~~was~~2025, ~~offset~~ partially offset by lower variable ~~based~~ compensation ~~expense~~of in$0.3 ~~2024~~million ~~driven~~in ~~by lower average AUM~~2025.

Management fee expense represents incentive-based and entirely variable compensation in the amount of 10% of income before management fee and income taxes and excluding the impact of consolidating entities and is payable to Mario J. Gabelli, Executive Chair, or his designee pursuant to his employment agreement. Management fee expense of $31.31 million and $2.0 million was recorded for the three-month ~~period~~periods ended ~~September~~March 3031, ~~2024.~~2025 ~~There~~and ~~was no management fee expense for the three-month period ended September 30~~2024, ~~2023~~respectively.

Other operating expenses were $1.8 9 million ~~during~~for the three months ended ~~September~~ 30March 31, ~~2024~~2025 compared to $12.7 2 million in the prior year's quarter driven primarily by lower variable-based marketing expenses on the ~~realigned~~ SICAV.

~~Other~~ 19

Net gain/(loss) from investments is primarily related to the performance of our securities portfolio and investments in partnerships. Net gain from investments was $26.2 million for the third quarter of 2024 compared to a loss of $2.2 million in the third quarter of 2023. The primary drivers of this quarter's results included gains from our merger arbitrage partnerships and mutual fund holdings.

Interest and dividend income increased to $11.1 million in the 2024 quarter from $6.3 million in the 2023 quarter primarily driven by a $2 per share special dividend declared on our holdings of GAMCO Investors, Inc.

There were no Shareholder-designated contributions in the 2024 quarter compared to $0.2 million in the 2023 quarter driven by timing of contributions.

Income taxes

The effective tax rate applied to our pre-tax income for the quarter ended September 30, 2024 was 22.9% compared to 60.8% in the 2023 quarter. The difference in effective tax rate period over period is primarily driven by deferred tax expense from a foreign investment which increased the prior year quarter's effective tax rate.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Revenues

Total revenues for the nine months ended September 30, 2024 were $8.0 million compared to $7.0 million in the nine months ended September 30, 2023. Revenues generated by the GAMCO International SICAV – GAMCO Merger Arbitrage (the “SICAV”) were $4.0 million versus $2.9 million in the prior year period. All other revenues were $4.0 million compared to $4.1 million in the year-ago quarter driven by lower average AUM in 2024.

Starting in December 2023, the Company recognized 100% of the merger arbitrage SICAV revenues received by Gabelli Funds, LLC. In turn, AC pays the marketing expenses of the SICAV previously paid by Gabelli Funds, and remits an administrative fee to Gabelli Funds for administrative services provided. This change better aligns the financial arrangements with the services rendered by each party. The net effect of this change had no material impact on our operating results.

Expenses

Compensation, which includes variable compensation, salaries, bonuses and benefits, was $12.0 million and $11.4 million for the nine month periods ended September 30, 2024 and 2023, respectively, primarily driven by higher stock-based compensation expense in 2024, offset partially by lower variable based compensation expense.

Management fee expense represents incentive-based and entirely variable compensation in the amount of 10% of income before management fee and income taxes and excluding the impact of consolidating entities and is payable to Mario J. Gabelli, Executive Chair, or his designee pursuant to his employment agreement. Management fee expense was $5.7 million and $3.1 million for the nine month periods ended September 30, 2024 and 2023, respectively.

Other operating expenses were $5.9 million during the nine months ended September 30, 2024 compared to $4.7 million in the prior year period driven primarily by marketing expenses on the realigned SICAV.

Table of Contents

Other

Net gain~~/(loss)~~ from investments is primarily related to the performance of our ~~securities~~merger ~~portfolio~~arbitrage ~~and investments in~~ partnerships. Investment gains were $4210.89 million in the ~~2024~~2025 ~~period~~quarter compared to $2116.6 8 million in the ~~2023~~comparable ~~period~~2024 quarter.

Interest and dividend income ~~increased~~was to $255.0 million in the ~~2024~~2025 ~~period~~quarter ~~from~~compared to $176.5 0 million in the ~~2023~~2024 ~~period~~quarter, the decrease is primarily driven by a $2increased ~~per~~interest ~~share~~income ~~special dividend declared on our holdings of GAMCO Investors, Inc.~~ in ~~September~~the 2024 asperiod ~~well~~ as ~~increased interest income as~~ a result of higher ~~sustained~~average interest rates in the 2024 ~~period~~quarter.

Shareholder-designated contributions for the nine months ended September 30, 2024 decreased to $0.4 million compared to $1.6 million in the prior year period, driven by timing of contributions.

Income taxes

The effective ~~tax~~ rate for the ~~nine~~ three months ended ~~September 30~~March 31, ~~2024~~2025 and ~~2023~~March 31, 2024 was 2226.13% and 1421.35%, respectively. The difference in effective ~~tax~~ rate period over period is primarily driven by deferred tax benefits from a foreign investment which reduced the prior ~~year~~quarter's effective tax rate.

ASSETS UNDER MANAGEMENT

Our revenues are highly correlated to the level of assets under management and fees associated with our various investment products, rather than our own corporate assets. Assets under management, which are directly influenced by the level and changes of the overall equity markets, can also fluctuate through acquisitions, the creation of new products, and the addition of new accounts or the loss of existing accounts. Since various equity products have different fees, changes in our business mix may also affect revenues. At times, the performance of our equity products may differ markedly from popular market indices, and this can also impact our revenues.

Assets under management were $1.3 billion as of ~~September 30~~March 31, ~~2024~~2025 compared to $1.62 billion at December 31, ~~2023~~2024. The ~~decrease~~increase from year-end was primarily attributable to ~~investor~~market ~~outflows~~appreciation.

Assets Under Management (in millions)

							% Change From
	September 30,		December 31,		September 30,		December 31,			September 30,
	March 31,		December 31,		March 31,		December 31,			March 31,
	2024		2023		2023		2023			2023
	2025		2024		2024		2024			2024
Merger Arbitrage(a)	$	1,~~095~~012	$	1,~~312~~003	$	1,~~322~~262		~~(16~~0.59	)		(1719.28	)
Long/Short Value(b)		208		244		233		(14.8	)		(10.7	)
Long/Short Value		221		209		251		5.7			(12.0	)
Other		3736		3536		3336		~~5.7~~-			~~12.1~~-
Total AUM	$	1,~~340~~269	$	1,~~591~~248	$	1,~~588~~549		~~(15~~1.87	)		(1518.61	)

(a) Includes $~~431~~401, $~~621~~408, and $~~613~~ 580 of sub-advisory AUM related to GAMCO International SICAV - GAMCO Merger Arbitrage, $6870, $6968, and $67 66 of sub-advisory AUM related to Gabelli ~~Merger~~Merchant ~~Plus+~~Partners ~~Trust~~ Plc at ~~September~~(f/k/a ~~30,~~Gabelli ~~2024,~~Merger ~~December~~Plus+ ~~31,~~Trust ~~2023 and September 30~~Plc), ~~2023,~~ respectively.

~~(b)~~Fund ~~Includes~~flows ~~$201,~~for ~~$237~~the ~~and~~three ~~$226 where~~months ~~Associated~~ended ~~Capital~~March ~~receives only performance fees~~31, ~~less~~2025 (in ~~expenses of $25, $25, and $24, respectively.~~millions):

Fund flows for the three months ended September 30, 2024 (in millions):

	December 31, 2024		Market Appreciation/ (Depreciation)		Foreign Currency⁽¹⁾		Net Inflows/ (Outflows)			March 31, 2025
Merger Arbitrage	$	1,003	$	25	$	13	$	(29	)	$	1,012
Long/Short Value		209		7		-		5			221
Other		36		1		-		(1	)		36
Total AUM	$	1,248	$	33	$	13	$	(25	)	$	1,269

	June 30, 2024		Market Appreciation/ (Depreciation)		Foreign Currency(1)		Net Inflows/ (Outflows)			September 30, 2024
Merger Arbitrage	$	1,127	$	49	$	11	$	(92	)	$	1,095
Long/Short Value		199		9		-		-			208
Other		36		2		-		(1	)		37
Total AUM	$	1,362	$	60	$	11	$	(93	)	$	1,340

(1) Reflects the impact of currency fluctuations of non-US dollar denominated classes of investment funds.

The majority of our AUM have calendar year-end measurement periods, and our incentive fees are primarily recognized in the fourth quarter. Assets under management ~~decreased~~increased on a net basis by $22 21 million for the quarter ended ~~September~~March 3031, ~~2024~~2025 due to ~~net investor outflows of $93 million, offset partially by~~ market appreciation of $60 33 million and the impact of currency fluctuations in non-US dollar denominated classes of investment funds of $1113 million, partially offset by net investor outflows of $25 million.

2220

Table of Contents

Liquidity and Capital Resources

Our principal assets consist of cash and cash equivalents; treasury securities; marketable securities, primarily equities, including 20.37 million shares of GAMCO; and interests in affiliated and third-party funds and partnerships. Although Investment Partnerships may be subject to restrictions as to the timing of distributions, the underlying investments of such Investment Partnerships are generally liquid, and the valuations of these products reflect that underlying liquidity.

Summary cash flow data is as follows (in thousands):

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2024			2023
	2025			2024
Cash flows provided by (used in):
Operating activities	$	(458,~~844~~141	)	$	~~194~~(1,~~815~~105	)
Investing activities		(21,~~962~~220	)		~~2,330~~(663	)
Financing activities		(121,~~072~~427	)		(184,~~949~~306	)
Net (decrease)/increase in cash, cash equivalents and restricted cash		(60,878	)		178,196
Net decrease in cash, cash equivalents and restricted cash		(8,348	)		(6,074	)
Cash, cash equivalents and restricted cash at beginning of period		~~347~~325,~~057~~703			~~221~~347,~~269~~057
Cash, cash equivalents and restricted cash at end of period	$	~~286~~317,~~179~~355		$	~~399~~340,~~465~~983

We require relatively low levels of capital expenditures and have a highly variable cost structure where costs increase and decrease based on the level of revenues we receive. Our revenues, in turn, are highly correlated to the level of AUM and to investment performance. We anticipate that our available liquid assets should be sufficient to meet our cash requirements as we build out our operating business. At ~~September~~March 3031, ~~2024~~2025, we had cash and cash equivalents of $~~260~~293.9 million, Investments in U.S. Treasury Bills of $~~115~~64.80 million and $~~242~~202.31 million of investments net of securities sold, not yet purchased of $78.48 million. Included in cash and cash equivalents as of ~~September~~March 3031, ~~2024~~2025 is $23.7 1 million which is held by consolidated investment funds and may not be readily available for the Company to access.

Net cash used in operating activities was $~~45.~~8 .1 million for the ~~nine~~ three months ended ~~September~~March 3031, ~~2024~~2025. Operating cash flows in ~~2024~~2025 are driven by ~~an increase in trading securities of~~ $547.17 million, ~~primarily driven by the investment~~ of ~~cash~~net ~~and~~decreases ~~cash equivalents into treasuries with maturities~~ in ~~excess of 90 days. In addition~~securities, ~~also contributing to the cash used in operating activities was $34.1 million of~~ adjustments for noncash items, primarily gains on ~~investment~~investments securities and partnership investments, and deferred taxes of $106.47 million, and $3.8 million of net receivables/payables., ~~These~~offset ~~uses of operating cash were~~ partially ~~offset~~ by our net income of $407.1 8 million and net distributions from investment partnerships of $122.73 million. Net cash ~~used~~provided inby investing activities was $31.0 2 million primarily due to ~~purchases of securities of $9.2 million, partially offset by~~ proceeds from sales of securities of $5.0 .6 million and return of capital on securities of $10.2 6 million. Net cash used in financing activities was $~~12.~~1 .4 million resulting ~~primarily~~ from stock buyback payments of $~~9.6 million, dividends paid of $2.~~1 ~~million and redemptions of redeemable noncontrolling interests of $0~~.4 million.

Net cash ~~provided~~used byin operating activities was $~~194~~1.81 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. ~~due~~Operating tocash ~~$191.6~~flows ~~million~~in of2024 ~~net~~are ~~decreases~~driven ofby ~~securities~~adjustments ~~and~~for ~~net~~noncash ~~distributions~~items, ~~from~~primarily ~~investment~~gains on ~~partnerships~~investments securities and ~~our~~partnership ~~net~~investments ~~income~~and deferred taxes of $2114.40 million, ~~partially offset by~~ $173.8 million of ~~adjustments~~net ~~for~~decreases ~~noncash~~in ~~items~~securities, ~~primarily~~net ~~gains~~contributions onto ~~investments~~investment ~~securities~~partnerships ~~and~~of ~~partnership~~$0.5 ~~investments~~million, ~~and~~offset ~~deferred~~partially ~~taxes~~by ~~and~~our net income of $013.49 million and $3.3 million of net receivables/payables. Net cash ~~provided~~used byin investing activities was $20.37 million primarily due to ~~return~~purchases of ~~capital on~~ securities of $14.20 million, ~~and~~partially offset by proceeds from sales of securities of $2.27 million, ~~partially~~and ~~offset~~return byof ~~purchases~~capital ofon securities of $10.26 million. Net cash used in financing activities was $184.93 million resulting primarily from stock buyback payments of $133.4 9 million, and redemptions of redeemable noncontrolling interests of $30.4 million ~~and dividends paid of $2~~.~~2 million.~~

Critical Accounting Policies and Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from those estimates. See Note 1 and the Company’s Critical Accounting Policies in Management’s Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations in AC’s 2024 ~~2023~~ Annual Report on Form 10-K filed with the SEC on March 2119, ~~2024~~2025 for details on Critical Accounting Policies.

ITEM 3: Quantitative and Qualitative Disclosures About Market Risk

Smaller reporting companies are not required to provide the information required by this item.

2321

Table of Contents

ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of and for the period covered by this report.

Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting as defined by Rule 13a-15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Forward-Looking Information

Our disclosure and analysis in this report contain some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, there can be no assurance that our actual results will not differ materially from what we expect or believe. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation:

•

the adverse effect from a decline in the securities markets

•

a decline in the performance of our products

•

a general downturn in the economy

•

changes in government policy or regulation

•

changes in our ability to attract or retain key employees

•

unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations

We also direct your attention to any more specific discussions of risk contained in our Form 10 and other public filings. We are providing these statements as permitted by the Private Litigation Reform Act of 1995. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations or if we receive any additional information relating to the subject matters of our forward-looking statements.

Table of Contents

PART II: Other Information

ITEM 1: Legal Proceedings

Currently, we are not subject to any legal proceedings that individually or in the aggregate involved a claim for damages in excess of 10% of our consolidated assets. From time to time, we may be named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. We are also subject to governmental or regulatory examinations or investigations. Examinations or investigations can result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. For any such matters, the condensed consolidated financial statements include the necessary provisions for losses that we believe are probable and estimable. Furthermore, we evaluate whether there exist losses which may be reasonably possible and, if material, make the necessary disclosures. However, management believes such matters, both those that are probable and those that are reasonably possible, are not material to the Company’s condensed consolidated financial condition, operations, or cash flows at ~~September~~March 3031, ~~2024~~2025. See also Note 1011, Guarantees, Contingencies and Commitments, to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Table of Contents

ITEM 1A: Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

ITEM 2: Unregistered Sales of Equity Securities And Use Of Proceeds

The following table provides information for our repurchase of our Class A Stock during the quarter ended ~~September~~March 3031, ~~2024~~2025:

Period	Total Number of Shares Repurchased		Average Price Paid Per Share, net of Commissions		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
07/01/24 - 07/31/24		83,738	$	31.39		83,738		240,103
01/01/25 - 01/31/25		11,136	$	35.80		11,136		342,412
08/01/24 - 08/31/24		13,996		33.27		13,996		426,107	(1)
02/01/25 - 02/28/25		9,887		37.08		9,887		332,525
09/01/24 - 09/30/24		9,484		33.24		9,484		416,623
03/01/25 - 03/31/25		17,995		36.23		17,995		314,530
Totals		~~107~~39,~~218~~018	$	3136.8032		~~107~~39,~~218~~018

~~(1)~~ITEM On3: Defaults ~~August~~Upon 7,Senior ~~2024, the Board of Directors authorized the repurchase of an additional 200,000 shares.~~Securities

25 Not applicable.

ITEM 4: Mine Safety Disclosures

Not applicable.

ITEM 5: Other Information

During the three months ended March 31, 2025, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

Table of Contents

ITEM 6: (a) Exhibits

Exhibit Number		Description of Exhibit
2.1		Separation and Distribution Agreement, dated November 30, 2015, between GAMCO Investors, Inc., a Delaware corporation (“GAMCO”), and Associated Capital Group, Inc., a Delaware corporation (the “Company”). (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K dated November 30, 2015 filed with the Securities and Exchange Commission on December 4, 2015).
3.1		Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K dated November 19, 2015 filed with the Securities and Exchange Commission on November 25, 2015).
3.2		Amended and Restated Bylaws of the Company. (Incorporated by reference to Exhibit 3.2 to the Company’s Report on Form 8-K dated November 19, 2015 filed with the Securities and Exchange Commission on November 25, 2015).
4.1		Form of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Company’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 21, 2015).
4.2		Description of The Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (Incorporated by reference to Exhibit 4.2 of the Company’s Report on Form 10-K filed with the Commission on March 16, 2020).
10.1		Service Mark and Name License Agreement, dated November 30, 2015, by and between the Company and GAMCO. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated November 30, 2015 filed with the Commission on December 4, 2015).
10.2		Transitional Administrative and Management Services Agreement, dated November 30, 2015, by and between the Company and GAMCO. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated November 30, 2015 filed with the Commission on December 4, 2015).
10.3		Employment Agreement between the Company and Mario J. Gabelli dated November 30, 2015 (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K dated November 30, 2015 filed with the Commission on December 4, 2015).
10.4		Promissory Note in aggregate principal amount of $250,000,000, dated November 30, 2015, issued by GAMCO in favor of the Company (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K dated November 30, 2015 filed with the Commission on December 4, 2015).
10.5		Tax Indemnity and Sharing Agreement, dated November 30, 2015, by and between the Company and GAMCO. (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K dated November 30, 2015 filed with the Commission on December 4, 2015).
10.6		2015 Stock Award Incentive Plan (Incorporated by reference to Exhibit 10.11 to Amendment No. 4 to the Company’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 21, 2015).
10.7		Form of Indemnification Agreement by and between the Company and the Indemnitee defined therein (Incorporated by reference to Exhibit 10.7 to Amendment No. 4 to the Company’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 21, 2015).
10.8		Agreement and Plan of Merger, dated as of October 31, 2019, by and among Morgan Group Holding Co., G.R. acquisition, LLC, G.research, LLC, Institutional Services Holdings, LLC and Associated Capital Group, Inc. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Morgan Group Holding Co. filed with the Securities and Exchange Commission on November 6, 2019).
19.1		Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Company's Form 10-K dated December 31, 2024 filed with the Commission on March 19, 2025).
31.1		Certification of CEO pursuant to Rule 13a-14(a).
31.2		Certification of CFO pursuant to Rule 13a-14(a).
32.1		Certification of CEO 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 CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
97.1		Associated Capital Group, Inc. Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Company's Form 10-K dated December 31, 2023 filed with the Commission on March 21, 2024).
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

2624

Table of Contents

31.2		Certification of CFO pursuant to Rule 13a-14(a).
32.1		Certification of CEO 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 CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
97.1		Associated Capital Group, Inc. Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Company's Form 10-K dated December 31, 2023 filed with the Commission on March 21, 2024).
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Table of Contents

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.

ASSOCIATED CAPITAL GROUP, INC.
(Registrant)
By:	~~/s/ Ian J. McAdams~~	/s/ Ian J. McAdams
Name:	~~Ian J. McAdams~~	Ian J. McAdams
Title:	~~Chief Financial Officer~~	Chief Financial Officer
Date: November 13, 2024
Date: May 9, 2025

2825

Filing Compare · Associated Capital Group, Inc.