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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


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

For the fiscal year ended December 31, ~~2023~~2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-35493

STEEL PARTNERS HOLDINGS L.P.

(Exact name of registrant as specified in its charter)


Delaware			13-3727655
(State of incorporation)			(I.R.S. Employer Identification No.)

590 Madison Avenue, 32nd Floor
New York, New York			10022
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code: (212) 520-2300

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


Title of Each Class	Trading Symbols	Name of Each Exchange on which Registered
Common units, no par value	SPLP	New York Stock Exchange
6.0% Series A Preferred Units	SPLP-PRA	New York Stock Exchange

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

Common Units, no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of our common units held by non-affiliates of registrant as of June 30, ~~2023~~2024 totaled approximately $~~248~~160.14 million based on the then-closing unit price.

On March 13, ~~2024~~2025, there were 2019,~~719~~074,~~101~~992 common units outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's definitive proxy statement for the ~~2024~~2025 Annual Meeting of Limited Partners are incorporated by reference into Part III of this annual report on Form 10-K.

STEEL PARTNERS HOLDINGS L.P.

TABLE OF CONTENTS

PART I
Item 1.	Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	29
Item 2.	Properties	3130
Item 3.	Legal Proceedings	31
Item 4.	Mine Safety Disclosures	31
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
Item 6.	[Reserved]	3233
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3233
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 8.	Financial Statements and Supplementary Data	48
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	~~105~~106
Item 9A.	Controls and Procedures	~~105~~106
Item 9B.	Other Information	~~107~~108
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~107~~108
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~108~~109
Item 11.	Executive Compensation	~~108~~109
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~108~~109
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~108~~109
Item 14.	Principal Accountant Fees and Services	~~108~~109
PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~108~~109
Item 16.	Form 10-K Summary	~~110~~111
SIGNATURES		~~111~~112

As used in this annual report on Form 10-K (this "Report" or this "Form 10-K"), unless the context otherwise requires, the terms "we," "us," "our," "SPLP" and the "Company" refer to Steel Partners Holdings L.P., a Delaware limited partnership.

All dollar amounts used in this Report are in thousands, except for common and preferred unit and per common and preferred unit data, unless otherwise indicated.

PART I

FORWARD-LOOKING STATEMENTS AND RISK FACTORS SUMMARY

This Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), including, in particular, forward-looking statements under the headings "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 8 - Financial Statements and Supplementary Data." These statements appear in a number of places in this Report and include statements regarding the Company's intent, belief or current expectations with respect to (i) its financing plans, (ii) trends affecting its financial condition or results of operations, (iii) the impact of legal claims and related contingencies, (~~iii~~iv) expectations and estimates regarding certain tax and accounting matters, including the impact on our financial statements, (v) WebBank, including its held to maturity debt securities, credit risk and minimum capital requirements, (vi) cash flows from operations for the next twelve months, (vii) full-year capital expenditures, and (viii) the impact of competition. The words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify such forward-looking statements; however, this Report also contains other forward-looking statements in addition to historical information.

Forward-looking statements are only predictions based upon the Company's current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by the statements. Certain factors that might cause actual results to differ from our expectations include, but are not limited to:

Risks Related to Our Business

•disruptions to our business as a result of economic downturns;

•negative impact of inflation and supply chain disruptions;

•significant volatility in prices of, and declines in demand for, crude oil;

•fluctuations in commodity prices;

•the negative impact of rising interest rates;

•the potential need for cash funding requirements due to our subsidiaries’ sponsorship of defined benefit pension plans;

•our ability to comply with environmental, health and safety laws and regulations;

•increased costs and reduced demand for our services as a result of climate change legislation or regulations;

•our ability to comply with banking and other extensive regulations to which our businesses are subject;

•impacts to our liquidity or financial condition as a result of WebBank's legislative and regulatory requirements;

•our ability to continue to comply with listing standards of the New York Stock Exchange;

•our ability to meet our obligations under our senior credit facility through future cash flows as well as future financings, which may be impacted by credit market volatility;

•negative impacts to our business strategy to make acquisitions due to factors such as management diversion and increased costs and expenses;

•divestitures and contingent liabilities from divested businesses could adversely affect our business and financial results;

•losses sustained in our investment portfolio;

•our ability to adequately obtain or protect our intellectual property and licenses, or defend against third-party infringement claims;

•conducting business outside of the United States;

•global trade issues and changes in and uncertainties with trade policies;

•negative impacts to the cost or availability of the materials and products we use in our operations (for example, as a result of changes in U.S. trade policies);

•impacts to our profitability due to litigation or compliance failures;

•a significant disruption in, or breach in security of, our technology systems;

•increased liability, costs or limitations to our service offerings as a result of current and proposed laws and regulations regarding the protection of personal data;

•work stoppages and increased costs due to labor disputes or the unionization of our workforce and suppliers;

•challenges to WebBank's status as lender of the loans it offers and the ability of assignees to collect interest;

•WebBank’s ability to satisfy its capital requirements, including any that may arise from the Federal Deposit Insurance Corporation ("FDIC");

•WebBank's ability to maintain its lending programs through its relationships with marketing partners;

•WebBank’s exposure to risks related to loans received under the Paycheck Protection Program (“PPP”), including litigation or the possibility that the Small Business Administration ("SBA") may not fund some or all PPP loan guaranties;

•credit and interest rate risks in connection with WebBank's lending activities;

•our businesses have been, and may in the future be, adversely affected by conditions in the financial services industry;

•changes in Steel Connect's isrelationship awith ~~public~~significant ~~company~~clients, ~~which~~could ~~may~~have ~~increase~~a ~~our~~material ~~costs~~adverse ~~and~~impact ~~divert~~on ~~management’s~~its ~~attention~~business;

•our subsidiaries’ ability to maintain its relationships and business with customers without long-term contracts;

•our ability to ~~effectively~~maintain ~~remediate~~effective ~~the identified material weaknesses in our~~ internal control over financial reporting;

•adverse impacts of public health developments on our business, results of operations, financial condition and cash flows; and

•conflict in Ukraine and related volatility; and

•loss of essential employees without timely replacement or substitution.

Risks Related to Our Structure

•the limited recourse that our unitholders have with respect to maintaining actions against our General Partner, our Board, our officers and our Manager (each as defined under Part I, Item 1, "Business");

•limited voting rights of some unitholders under certain provisions of our Partnership Agreement (as defined under Part I, Item 1, "Business");

•conflicts of interest with the minority shareholders of our businesses, which may impact our decisions and may not be in the best interests of our unitholders;

•potential conflicts of interest arising from certain interlocking relationships between us and certain affiliates of Warren G. Lichtenstein, our Executive Chairman, as well as from the business activities of members of our management team; and

•potential conflicts of interest arising from involvement in other business activities.

Risks Related to Our Manager

•our ability to successfully retain the services of Warren G. Lichtenstein, the Chairman and Chief Executive Officer, and Jack L. Howard, the President of our Manager, in running our businesses;

•uncertainty relating to the amount of the Management Fee (as defined in Part I, Item 1, “Business”) that will be paid or Class C partnership units that will be issued over time with any certainty;

•potential adverse impacts from the limited liability and indemnification of our Manager under our Management Agreement; and

•limitations on our General Partners' fiduciary duties.

Risks Related to our Common and Preferred Units

•declines in the prices of our common or preferred units;

•our ability to maintain an active market for our common or preferred units as a result of transfer restrictions and other factors; and

•the liquidation and distribution preferences of our preferred units.

Risks Related to Taxation

•our common unitholders' U.S. federal, state and other income tax obligations with respect to their share of our taxable income, regardless of whether they receive any cash distributions from us;

•our unitholders' potential exposure to Internal Revenue Service (the "IRS") initiated tax adjustments for prior years on their personal tax returns;

•negative impacts to our future results of operations as a result of U.S. government tax reform;

•our inability to assure our tax treatment;

•our structure involves complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available;

•adverse tax consequences that our tax-exempt investors may face from our owning common units;

•our subsidiaries' ability to fully utilize their tax benefits, which could result in increased cash payments for taxes in future periods; and

•other factors described in the "Risk Factors" in Part I, Item 1A of this Report.

Any forward-looking statement made in this Report speaks only as of the date hereof, and investors should not rely upon forward-looking statements as predictions of future events. Except as otherwise required by law, the Company undertakes no ~~obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.~~

obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Item 1. Business

The Company

Steel Partners ~~Holding~~Holdings L.P. (together with its subsidiaries, referred to herein as "SPLP") is a Delaware limited partnership formed in 2008 and is a diversified global holding company that owns and operates businesses and has significant interests in various companies, including diversified industrial products, energy, banking, defense, supply chain management and logistics and youth sports. SPLP operates through the following segments: Diversified Industrial, Energy, Financial Services and Supply Chain. Each of our companies has its own management team with significant experience in their industries. Corporate and Other consists of several consolidated subsidiaries, including, Steel Services Ltd. ("Steel Services"), which, through management services agreements, provides services to us and some of our companies, which include assignment of C-Level management personnel, legal, tax, accounting, treasury, consulting, auditing, administrative, compliance, environmental health and safety, human resources and other similar services. We work with our businesses to increase corporate value over the long term for all stakeholders by implementing our unique strategy discussed in more detail below.

SPLP is managed by SP General Services LLC (the "Manager"), pursuant to the terms of an amended and restated management agreement (the "Management Agreement") discussed in further detail in Note 20 – "Related Party Transactions" to the Consolidated Financial Statements, included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Report. Our wholly-owned subsidiary, Steel Partners Holdings GP Inc. (the "General Partner"), is our general partner. The General Partner has a board of directors (the "Board of Directors"). Out of the seven members of the Board of Directors of the General Partner currently serving, two are appointed by our Manager, including Warren G. Lichtenstein, who is the Executive Chairman of our Manager and serves as the Executive Chairman of the Board of Directors.

Products and Product Mix

Diversified Industrial Segment

The Diversified Industrial segment is comprised of manufacturers of engineered niche industrial products, with leading market positions in many of the markets they serve. The businesses in this segment distribute products to customers through their sales personnel, outside sales representatives and distributors in North and South America, Europe, Australia, Asia and several other international markets. Below is additional information related to the businesses within the Diversified Industrial segment.

Joining Materials - The Joining Materials business primarily fabricates precious metals and ~~their~~related alloys into brazing alloys. Brazing alloys are used to join similar and dissimilar metals, as well as specialty metals and some ceramics, with strong, hermetic joints. The Joining Materials business offers these metal joining products in a wide variety of alloys, including gold, silver, palladium, copper, nickel, aluminum and tin. These brazing alloys are fabricated into a variety of engineered forms and are used in many industries, including electrical, appliance, transportation, ~~construction~~energy and general industrial, where dissimilar material and metal joining applications are required. ~~Operating~~Joining Materials' operating income from precious metal products is principally derived from the "value-~~added~~add" of ~~processing~~casting and fabricating processes and not from the direct purchase and resale of precious metals. The Joining Materials business enters into commodity futures and forward contracts to mitigate the impact of price fluctuations on its owned precious and certain non-precious metal inventories that are not subject to fixed price contracts.

Tubing - The Tubing business manufactures a wide variety of stainless and low carbon steel tubing products. The Tubing business manufactures ~~some of the world's longest~~ continuous seamless stainless steel tubing coils, serving primarily the petrochemical and oil and gas infrastructure markets. WeThe ~~believe that the~~ Tubing business is also a ~~leading~~ manufacturer of mechanical and fluid-carrying welded low carbon tubing used for diverse industries, including the automotive, heavy truck, heating, cooling and oil and gas markets.

Building Materials - The Building Materials business manufactures and supplies products primarily to the commercial construction and building industries. It manufactures fasteners, adhesives and fastening systems for the U.S. commercial low-slope roofing industry, which are sold to building and roofing material wholesalers, roofing contractors and private label roofing system manufacturers, and a line of engineered specialty fasteners for the building products industry for fastening applications in the remodeling and construction of homes, decking and landscaping.

Performance Materials - The Performance Materials business manufactures woven substrates of fiberglass, quartz, carbon and aramid materials for specialty applications in a wide expanse of markets requiring highly engineered components. Its ~~products are used in a wide range of advanced composite applications, such as commercial and military aerospace components,~~

products are used in a wide range of advanced composite applications, such as commercial and military aerospace components, printed electronic circuit boards, automotive and industrial components, and substrates for commercial and military armor applications.

Electrical Products - The Electrical Products business designs, manufactures and markets power electronics, motion control, power protection, power quality electromagnetic equipment, and custom ball-screws, gears and gearboxes used in a variety of medical, commercial and military aerospace, computer, datacom, industrial, specialty LED lighting, test and measurement, and telecom applications. Its products are generally incorporated into larger systems to improve operating performance, safety, reliability and efficiency.

Kasco Blades and Route Repair Services ("Kasco") - The Kasco business provides meat-room blade products, repair services and distributed products for the meat and deli departments of supermarkets, ~~restaurants,~~ meat and fish processing plants, and for distributors of electrical saws and cutting equipment, principally in North America and Europe. The Kasco business also provides cutting blades for bakeries, in addition to wood cutting blade products for the ~~pallet~~saw ~~manufacturing~~mill industry, pallet ~~recycler~~manufacturing, and ~~portable~~pallet ~~saw~~recycling ~~mill industries~~ in North America.

~~Metallized~~Specialized Films - The Specialized Films (formerly known as "Metallized Films") business includes Dunmore Corporation in the U.S. and Dunmore Europe GmbH in Germany (collectively, "Dunmore"), which manufacture and distribute coated, laminated and metallized films for engineered applications in the imaging, aerospace, insulation and solar photo-voltaic markets and also provide products for custom and special applications.

Energy Segment

The Energy segment provides drilling and production services to the oil and gas industry and owns a youth sports business. Below is additional information related to the consolidated businesses within the Energy segment.

Steel Energy - The Energy business provides completion, recompletion and production services to exploration and production companies in the oil and gas business. The services provided include well completion and recompletion, well maintenance and workover, flow testing, down hole pumping, plug and abandonment, well logging and perforating wireline services. The Energy segment primarily provides its services to customers' extraction and production operations in North Dakota and Montana in the Bakken basin, Colorado and Wyoming in the Niobrara basin, Texas in the Permian basin and New Mexico in the San Juan basin.

Steel Sports - Steel Sports is a social impact company committed to creating a new standard in youth sports and coaching while forging the next generation of leaders. The organization strives to provide a first-class youth sports experience emphasizing positive experiences and instilling the core values of Teamwork, Respect, Integrity and Commitment.

Financial Services Segment

Through our subsidiary WebFinancial Holding Corporation, we own 100% of WebBank, which is an FDIC–insured state chartered industrial bank headquartered in Utah. WebBank is subject to comprehensive regulation, examination and supervision of the FDIC and the State of Utah Department of Financial Institutions ("UDFI"). WebBank is not considered a "bank" for Bank Holding Company Act purposes and, as such, SPLP is not regulated as a bank holding company. WebBank's deposits are insured by the FDIC up to the maximum allowed by law. WebBank engages in a full range of banking activities including originating loans, issuing credit cards and taking deposits that are federally insured. WebBank originates and funds consumer and small business loans through lending programs with unaffiliated companies that market and service the programs ("Marketing Partners"), where the Marketing Partners subsequently purchase the loans (or interests in the loans) that are originated by WebBank. WebBank also has private-label financing programs that are branded for a specific retailer, manufacturer, dealer channel, proprietary network and bank card programs. WebBank participates in syndicated commercial and industrial as well as asset based credit facilities and asset based securitizations through relationships with other financial institutions. Through its subsidiary, National Partners PFco, LLC ("National Partners"), WebBank provides commercial premium finance solutions for national insurance brokerages, independent insurance agencies and insureds in key markets throughout the U.S. National Partners was acquired in April 2019.

Supply Chain Segment

The Supply Chain segment consists primarily of the operations of Steel Connect, Inc.'s ("Steel Connect" or "STCN") wholly-owned subsidiary, ModusLink Corporation ("ModusLink" or "Supply Chain"), which is an end-to-end global supply ~~chain solutions and e-commerce provider serving clients in markets such as consumer electronics, communications, computing,~~

~~medical~~chain ~~devices~~solutions and e-commerce provider serving clients in markets such as consumer electronics, communications, computing, software and retail. ModusLink designs and executes critical elements in its clients' global supply chains to improve speed to market, product customization, flexibility, cost, quality and service. These benefits are delivered through a combination of industry expertise, innovative service solutions, and integrated operations, proven business processes, an expansive global footprint and world-class technology. ModusLink has an integrated network of strategically located facilities in various countries, including numerous sites throughout North America, Europe and Asia.

Corporate and Other

Corporate and Other consists of several consolidated subsidiaries, including Steel Services, as well as equity method and other investments, and cash and cash equivalents. Its income or loss includes certain unallocated general corporate expenses. Steel Services has management services agreements with certain of our consolidated subsidiaries and other related companies. For additional information on these service agreements see Note 20 - "Related Party Transactions" to the Consolidated Financial Statements, included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Report.

Sources and Availability of Raw Materials

The major commodities and raw materials used by the businesses within the Diversified Industrial segment are as follows:

The Joining Materials business uses precious metals such as silver, gold and palladium to produce certain of its products. These precious metals are generally obtained under a consignment arrangement with a financial institution. In addition to precious metals, the raw materials used in the Joining Materials, Tubing, Building Materials, Electrical Products and Kasco businesses consist principally of stainless, silicon and carbon steel, aluminum, copper, tin, nickel alloys, a variety of high-performance alloys, permanent magnets, electronic and electrical components, chemicals and various plastic compositions. The raw materials used in the operations of the Performance Materials business consist principally of fiberglass, quartz and aramid yarns. The raw materials used in the Metallized Films business consist principally of polyester scrim fabric, PET film, organic solvents, aluminum, resins, pigments and adhesives. Raw materials are generally purchased at open market prices from domestic and foreign suppliers. The Diversified Industrial segment businesses have not experienced any significant problem in obtaining the necessary quantities of raw materials. Prices and availability, particularly of raw materials purchased from foreign suppliers, are affected by world market conditions and government policies. The Company enters into commodity futures and forward contracts to mitigate the impact of price fluctuations on its precious and certain non-precious metal inventories that are not subject to fixed price contracts. The raw materials used by these businesses are generally readily available from more than one source.

The businesses in our Diversified Industrial segment also require significant amounts of electricity, oil and natural gas to operate their facilities, and they are subject to price changes in these commodities. A shortage of electricity, oil or natural gas, or a government allocation of supplies resulting in a general reduction in supplies, could increase costs of production and could cause some curtailment of production.

Intellectual Property

The Company's businesses depend in part on trademarks and patents that they own, or the licenses they hold to use others' brand names, proprietary technology and manufacturing techniques. In addition to trademark and patent protection, these businesses rely on copyrights, trade secrets, confidentiality procedures and contractual provisions to protect their intellectual property rights.

Human Capital

Employees

As of December 31, ~~2023~~2024, the Company employed approximately 5,~~100~~200 employees worldwide.

Competition

There are many companies, larger and smaller, domestic and foreign, which manufacture products or provide services of the type offered by our businesses. Some of these competitors have financial resources greater than our subsidiaries. Some of these competitors enjoy certain other competitive advantages, including greater name recognition, technical, marketing and other resources, a larger installed base of customers and well-established relationships with current and potential customers.

these competitors enjoy certain other competitive advantages, including greater name recognition, technical, marketing and other resources, a larger installed base of customers and well-established relationships with current and potential customers.

Competition in the Diversified Industrial segment is based on quality, technology, performance, service, reputation, price, and in some industries, new product introduction.

The Energy business operates in a highly competitive industry that is influenced by price, capacity, reputation and experience. In times of high demand, capacity, reputation and experience are major competitive forces. In times of low demand, service providers will compete on price to attract customers. In addition, the Energy business needs to maintain a safe work environment and a well-trained workforce to remain competitive. Energy services are affected by seasonal factors, such as inclement weather, fewer daylight hours and holidays during the winter months. Heavy snow, ice, wind or rain can make it difficult to operate and to move equipment between work sites, which can reduce its ability to provide services and generate revenues. These seasonal factors affect competitors as well. Because they have conducted business together over several years, the members of our local operations have established strong working relationships with certain of their clients. These strong client relationships provide a better understanding of region-specific issues and enable us to better address customer needs.

The market for Steel Sports' baseball facility services and soccer camps and leagues is very fragmented, and its competitors are primarily small local or regional operations.

The market for banking and related financial services is highly competitive. WebBank competes with other providers of financial services, including a broad range of banks and other nontraditional lending and banking companies that offer financial services. Some of our competitors are larger and may have more financial resources, while ~~some~~other ~~of our~~ competitors enjoy fewer regulatory constraints and may have lower cost structures. The financial services industry has become more competitive as technology advances have lowered barriers to entry, enabling more companies, including nonbank companies, to provide financial services.

The market for the supply chain management service offerings provided by ModusLink is highly competitive. As a provider with service offerings covering a range of supply chain operations and activities across the globe, ModusLink competes with different companies depending on the type of service it is providing or the geographic area in which an activity is taking place. ModusLink faces competition from Electronics Manufacturing Services/Contract Manufacturers (EMS/CM), third party logistics (3PL) providers, Supply Chain Management (SCM) companies and regional specialty companies. For certain digital commerce services, ModusLink's competition includes global outsource providers, software as a service (SaaS) providers, technology providers and computer software providers offering content and document management solutions. As a provider of an outsourcing solution, ModusLink's competition also includes current and prospective clients, who evaluate ModusLink's capabilities in light of their own capabilities and cost structures.

Governmental Regulation

As a public company with many subsidiaries based in the United States and abroad, we are subject to many U.S. federal, state, local and foreign laws and regulations. These requirements, which differ among jurisdictions, include, but are not limited to, those related to environmental protection and management, labor, employment, worker health and safety, import and export, customs and tariffs, cybersecurity, intellectual property, privacy and protection of user data. In addition, WebBank is subject to regulatory capital requirements administered by the FDIC and legal requirements in connection with the consumer and business lending programs that it originates.

These laws and regulations are constantly evolving and may be interpreted, applied, created or amended in a manner that could harm our businesses. Historically, the cost of compliance with these requirements have not had a material adverse effect on our financial position, results of operations or cash flows. We believe that we are in compliance in all material respects with all such laws and regulations and that we have obtained all material licenses and permits that are required for the operation of our businesses. For more information regarding regulatory risks, see the information in Part I, Item 1A, "Risk Factors - Risks Related to our Business" and "Risks Related to Taxation," and Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Environmental Liabilities" of this Report.

Other Information

Our common units are ~~quoted~~listed on the New York Stock Exchange under the symbol "SPLP." Our business address is 590 Madison Avenue, 32nd Floor, New York, New York 10022, and our telephone number is (212) 520-2300. Our website is www.steelpartners.com. We use our website as a channel of distribution of company information. The information we post through this channel may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases, filings with the U.S. Securities and Exchange Commission (the "SEC"), and public conference calls and webcasts. The information contained in, or that can be accessed through, the website is not part of this Report. Annual reports on Form 10-

through this channel may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases, filings with the U.S. Securities and Exchange Commission (the "SEC"), and public conference calls and webcasts. The information contained in, or that can be accessed through, the website is not part of this Report. Annual reports on Form 10-K (including this Report), quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, are available to you free of charge through our website as soon as reasonably practicable after those materials have been electronically filed with, or furnished to, the SEC.

Item 1A. Risk Factors

Our businesses are subject to a number of risks. You should carefully consider the following risk factors, together with all of the other information included or incorporated by reference in this Report, before you decide whether to purchase our common or preferred units. These factors are not intended to represent a complete list of the general or specific risks that may affect us. It should be recognized that other risks may be significant, presently or in the future, and the risks set forth below may affect us to a greater extent than indicated. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the trading price of our common and preferred units could decline, and you may lose all or part of your investment. In addition, we own approximately 85.1% of Steel Connect, which is also a publicly listed company and files periodic reports with the SEC. You should carefully consider the risk factors described in Steel Connect’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q which are filed with the SEC and are available at www.sec.gov.

Risks Related to Our Business

Economic downturns in various sectors could disrupt and materially harm our businesses.

Negative trends in the general economy, including rising interest rates and commodity prices, could cause a downturn in the markets for our products and services. A significant portion of our revenues in the Diversified Industrial segment are received from customers in transportation, oil and gas exploration and construction-related industries, which have experienced significant financial downturns in the past. These industries are cyclical, and demand for their products tends to fluctuate due to changes in national and global economic conditions, availability of credit and other factors. In our Energy segment, the level of oil and natural gas exploration and production activity in the United States is affected by the price of oil. Reduced discovery rates of new oil and natural gas reserves, or a decrease in the development rate of reserves in our market areas, weakness in oil and natural gas prices, or our customers’ perceptions that oil and natural gas prices will decrease in the future, could result in a reduction in the utilization of our equipment and result in lower revenues or rates for the services of our Energy segment.

In addition, revenues in our Supply Chain segment are dependent on customer traffic and demand for supply chain management services. Our customers' willingness to undertake activities in our business segments depends largely upon prevailing industry conditions that are influenced by many factors over which we have no control. In our Supply Chain segment, our supply chain management services are tied to the demand of our customers' goods. If demand for our customers' products declines, our customers may experience a decline in volumes, which may impact our financial results. As a result, our business may begin to slow before overall market slowdowns, at the point of customer uncertainty, and may recover later than overall market recoveries, as our customers may continue to feel uncertain about future market conditions. If uncertainty around macroeconomic conditions increase, such as due to recessionary conditions, unexpected interest rate fluctuations or inflationary pressures, our future growth prospects, business and results of operations could be materially adversely affected.

Our Financial Services segment could be impacted by tightening of the credit markets and other general economic declines that could result in a decrease in lending and demand for consumer loans. We may also experience a slowdown in our other segments if some customers experience difficulty in obtaining adequate financing due to tightness in the credit markets. In the short term, our customers, Marketing Partners, and other contractual counterparties could react to negative market conditions, and may seek to renegotiate their contracts with us or to cancel their contracts with us even if cancellation involves their paying a cancellation fee. Continued market deterioration could also jeopardize the ability to perform certain counterparty obligations, including those of our insurers, customers, Marketing Partners and financial institutions. Although we assess the creditworthiness of our counterparties, prolonged business decline or disruptions as a result of economic downturns or lower oil and gas prices could lead to changes in a counterparty’s financial stability, and liquidity and increase our exposure to credit risk, bad debts or non-performance by our suppliers. Our assets may also be impaired or subject to write-down or write-off as a result of these conditions. There could also be adverse impacts to several of our businesses due to overall negative economic conditions, changes in gross domestic product growth, financial and credit market fluctuations or the unavailability of credit, or geopolitical challenges, including global security concerns and the ongoing conflicts between Russia and Ukraine and the Middle East. These adverse effects would likely be exacerbated if global economic conditions worsen, resulting in wide-ranging, adverse and prolonged effects on general business conditions, which could materially and adversely affect our operations, financial results and liquidity.

Inflation and supply chain disruptions have, and may continue to negatively impact our business and results of operations.

Inflation could continue to increase our costs of labor and other costs related to our business, which could have an adverse impact on our business, financial position, results of operations and cash flows. Current and future inflationary effects may be driven by, among other things, supply chain disruptions, governmental stimulus or fiscal policies, and geopolitical instability, including the ongoing conflict between Ukraine and Russia or the Middle East. We have generally been able to offset increases in these costs through various cost reduction initiatives, as well as adjusting our selling prices to pass some of these higher costs to our customers. Our ability to raise or maintain our selling prices depends on market conditions and certain competitive dynamics. Given the timing of our actions compared to the timing of these inflationary pressures, there may be periods during which we are unable to fully recover the increases in our costs.

Significant volatility in prices of, and declines in customer demand for, crude oil due to factors beyond our control have materially and adversely affected our diversified industrial and energy business segments, and any prolonged instability in the oil industry could negatively impact our business, operations and financial condition.

Certain of our operating companies, particularly those in our Diversified Industrial and Energy segments, are highly dependent on customer demand for, and the availability of, crude oil and natural gas. For example, our portfolio of quality energy segment companies provide a multitude of oilfield services and oil and gas equipment rentals, operate numerous oil rigs and perform well servicing and workover services. The oil and gas industry has historically experienced periodic downturns, which have been characterized by diminished demand for our products and services and downward pressure on the prices that we are able to charge. Sustained market uncertainty can also result in lower demand and pricing for our products and services.

Customer demand is generally dependent on our customers’ views of future demand for oil and gas and future oil and gas prices, as well as our customers’ ability to access capital. Since the first quarter of 2020, crude oil prices, as well as supply and demand for oil and natural gas, have fluctuated significantly as a result of national and international economic and political conditions, such as the conflict between Ukraine and Russia. InThe particular, the announcement of price reductions and production increases by members of the Organization of the Petroleum Exporting Countries and its broader partners, including Russia and their allies (“OPEC+”) in March 2020 resulted in reduced a sharp decline in oil commodity prices. In October 2022, due to uncertainty in the global economy and oil market ~~outlook, OPEC+ announced it would decrease oil production by 2 million barrels a day, the largest cut since the COVID-19 pandemic began. As a result, the market~~ and our businesses currently continue to experience demand loss, as well as volatility in oil prices, which have recently ~~risen~~begun ~~significantly~~to ~~after~~decline ~~remaining depressed~~ due to an oil oversupply ~~and lack of available storage capacity~~. Additionally, oil prices are particularly sensitive to actual and perceived threats to global political stability, including conflicts in oil and gas producing regions, and changes in production from OPEC+ member states. Demand for our services and products may be sensitive to the level of exploration, development and production activity of, and the corresponding capital spending by, oil and natural gas companies. For instance, continuing tensions and instability resulting from the Russian invasion of Ukraine, and conflicts in the Middle East, have increased and could continue to increase volatility in global oil and gas prices, which may adversely affect ~~our~~the profitability of our Diversified Industrial and Energy segments. The Russian invasion of Ukraine has caused, and could intensify, volatility in crude oil and natural gas, and the extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have a substantial negative impact on the global economy and/or our business for an unknown period of time. Any such volatility and disruptions may also magnify the impact of other risks described in this "Risk Factors" section.

In addition, the market prices and demand for oil and natural gas are impacted by governmental regulations and the level of oil and natural gas production in the United States and non-OPEC+ countries, as well as the oil and gas industry’s view of future oil and gas prices, which generally determine the level of capital spending for the exploration, development and production of crude oil and natural gas reserves. These and other changes in the oil and natural gas industry have had, and are likely to continue to have for the foreseeable future, a significant adverse impact on our financial condition, results of operations and cash flows. A significant industry downturn, sustained market uncertainty, or increased availability of economical alternative energy sources could result in a reduction in demand for our products and services, which could adversely affect our business, financial condition, results of operations, cash flows and prospects. Due to numerous uncertainties surrounding the resolutions by OPEC+ with respect to oil production discussions, we cannot predict when oil prices, inventory and demand will improve or stabilize.

Our results of operations are affected by fluctuations in commodity prices.

The cost of raw materials is a key element in the cost of our products. In the normal course of business, our operations, particularly those of our Diversified Industrial segment, require the purchase and use of commodities used as raw materials, such as precious metals, steel products and certain non-ferrous metals. The availability of, and prices for, these raw materials expose our businesses to market risk and volatility as a result of, among other factors: worldwide economic conditions; speculative actions; world supply and demand balances; inventory levels; availability of substitute metals; the U.S. dollar exchange rate; production costs of U.S. and foreign competitors; and anticipated or perceived shortages. In particular, in recent years we have experienced significant fluctuations in precious metal prices, including gold and silver, which has impacted our ability to find suitable sources for use in our manufacturing and maintain adequate inventory levels. Increases in the costs of these commodities and the costs of energy, transportation and other necessary services may adversely affect our profit margins if we are unable to

actions; world supply and demand balances; inventory levels; availability of substitute metals; the U.S. dollar exchange rate; production costs of U.S. and foreign competitors; and anticipated or perceived shortages. In particular, in recent years we have experienced significant fluctuations in precious metal prices, including gold and silver, which has impacted our ability to find suitable sources for use in our manufacturing and maintain adequate inventory levels. Increases in the costs of these commodities and the costs of energy, transportation and other necessary services may adversely affect our profit margins if we are unable to pass along any higher costs in the form of price increases or otherwise achieve cost efficiencies such as in manufacturing and distribution. Price increases have had and could continue to have an adverse effect on our results of operations and operating margins. Disruptions to the supply chain resulting from shortages of raw materials and components have had and could continue to have an adverse effect on our ability to meet commitments to customers.

We seek multiple sources of supply for each of our major raw materials in order to avoid significant dependence on any one or a few suppliers. However, the supply of such materials have been and are likely to continue to be disrupted by higher commodity prices, which increase our costs of production and can result in tighter supplies. Moreover, to the extent customers delay or decrease purchases of our products as a result of raw material cost increases or we are otherwise unable to pass cost increases on to our customers, our results of operations and financial condition could be materially adversely effected. In addition, raw material price fluctuations impact the value of our commodity inventories, in particular, our precious metal inventory. Adjustments to our inventory carrying values could have a negative impact on our profitability and cash flows. Additionally, commodity prices may also fall rapidly from time to time. If commodity prices significantly decline for a sustained period of time, the net realizable value of our existing inventories could be reduced or we could be required to take impairment charges on our inventories, which could adversely affect our results of operations.

Rising interest rates may negatively impact our investments and have an adverse effect on our business, financial condition, results of operations and cash flows.

Changes in interest rates could have an adverse impact on our business by increasing the cost of borrowing, affecting our interest costs (including with respect to our senior credit agreement, which is comprised primarily of variable rate options), and our ability to make new investments on favorable terms or at all. The Federal Reserve Board significantly increased the federal funds rate in 2022 and 2023 and may in the future continue to ~~raise~~ increase rates. Such rate increases have a corresponding impact to our costs of borrowing and may have an adverse impact on our ability to raise funds through the offering of our securities or through the issuance of debt due to higher debt capital costs, diminished credit availability, and less favorable equity markets. Any significant additional federal fund rate increases may have a material adverse effect on our business, results of operations, and financial condition. More generally, interest rate fluctuations and changes in credit spreads on floating rate loans may have a negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on our rate of return on invested capital, our net investment income, our net asset value and the market price of our securities. In addition, an increase in interest rates may make it difficult or impossible to make payments on outstanding indebtedness. Any increase in interest rates could have a negative effect on our net interest costs and investments, which could negatively impact our operating results, financial condition and cash flows.

Certain of the Company’s subsidiaries sponsor defined benefit pension plans, which could subject the Company to substantial cash funding requirements in the future.

The Company’'s ongoing operating cash flow requirements include arranging for the funding of the minimum requirements of its subsidiaries’ defined benefit pension plans. The Company is generally jointly and severally liable for such subsidiaries’ underfunded pension liabilities. The performance of the financial markets and interest rates (given the mix of investment assets in the plan), as well as healthcare trends and associated mortality rates, impact our defined benefit pension plan expense and funding obligations. Significant changes in these factors, including adverse changes in discount rates, investment losses on plan assets and increases in participant life expectancy, may increase our funding obligations and adversely impact our financial condition. Required future contributions are estimated based upon assumptions such as discount rates on future obligations, assumed rates of return on plan assets and legislative changes. Actual future pension costs and required funding obligations will be affected by changes in the factors and assumptions described in the previous sentences, as well as other changes such as any plan termination or other acceleration events. For more information, see Part II, Item 7, “"Management’'s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources”" of this Report.

We are subject to risks associated with environmental, health and safety matters.

We (including our businesses) are subject to U.S. federal, state, local and foreign environmental, health and safety (“"EHS”") laws and regulations in connection with our ongoing and former operations. These requirements include, but are not limited to regulations related to: the development, manufacture, shipping and use of the products produced by our businesses; the handling, storage, transportation, discharge, recycling, treatment and disposal of raw materials and/or hazardous materials, by-products or wastes used in such products or in production; and the operation of facilities and the use of real property. Compliance with these and other EHS requirements may require us to engage in environmental remediation activities of property currently or previously owned by us or our subsidiaries, retrofit existing facilities with additional pollution-control equipment, undertake new measures in connection with the management of hazardous materials, by-products and wastes or to take other

handling, storage, transportation, discharge, recycling, treatment and disposal of raw materials and/or hazardous materials, by-products or wastes used in such products or in production; and the operation of facilities and the use of real property. Compliance with these and other EHS requirements may require us to engage in environmental remediation activities of property currently or previously owned by us or our subsidiaries, retrofit existing facilities with additional pollution-control equipment, undertake new measures in connection with the management of hazardous materials, by-products and wastes or to take other steps to ensure compliance with various legal and regulatory agencies and entities, all of which could require our subsidiaries to incur substantial costs.

Many of the customers in our Energy segment use hydraulic fracturing services, which is the process of creating or expanding cracks, or fractures, in formations underground where water, sand and other additives are pumped under high pressure into the formation. Although our Energy segment is not a provider of hydraulic fracturing services, many of its services complement the hydraulic fracturing process. Fracturing regulations vary widely because they are regulated at the state level. States continue to evaluate fracturing activities and their impact on the environment. Legislation for broader federal regulation of hydraulic fracturing operations and the reporting and public disclosure of chemicals used in the fracturing process could be enacted. Additionally, the U.S. Environmental Protection Agency (the “"EPA”") has asserted federal regulatory authority over certain hydraulic fracturing activities involving diesel fuel under the U.S. Safe Drinking Water Act. Our Energy segment’s customers’ operations could be adversely affected if additional regulation or permitting requirements were to be required for hydraulic fracturing activities, which could have an adverse effect on our results of operations.

Although our subsidiaries maintain environmental insurance coverage, this insurance may not be sufficient to cover the financial, legal, business or reputational losses that may result from litigation, regulatory actions, proceedings or investigations as a result of non-compliance or violations of EHS requirements, as well as any other EHS-related matters. A failure or inability by us or any of our subsidiaries to comply with existing or future EHS regulations could therefore require us to incur substantial costs, including cleanup costs, fines or sanctions, and subject us to third-party claims for property damage or personal injury. Any material violations of these laws can lead to significant remediation requirements and administrative oversight, substantial liability, revocations of discharge permits, fines or penalties, and any new laws, regulations and enforcement policies could become more stringent and significantly increase our compliance costs or limit our future business opportunities, negatively impacting our financial condition, business and results of operations.

In addition to EHS legal and regulatory requirements, growing stakeholder engagement with respect to sustainability matters could cause our subsidiaries to alter their manufacturing processes or business operations, which could require them to incur substantial expense. Any failure to comply with stakeholder requests, in particular, the ability to meet customer requirements or sustainability targets, could adversely impact the demand of our businesses’' products and subject us and our subsidiaries to significant costs and liabilities and reputational risks, any of which could adversely affect our business, financial condition and results of operations. For more information on regulations relating to greenhouse gases (“GHG”) emissions, see “The risks associated with climate change, including our ability to comply with legislation or regulations restricting emissions of greenhouse gases, could result in increased costs and reduced demand for our services in our Energy segment.”

The risks associated with climate change, including our ability to comply with legislation or regulations restricting emissions of greenhouse gases, could result in increased costs and reduced demand for our services in our Energy segment.

Increased public concern and governmental action may result in more international, U.S. federal, regional, state and local requirements to monitor, limit, restrict and/or eliminate emissions of GHG. In addition, companies and their stakeholders, including shareholders and non-governmental organizations, are seeking ways to reduce GHG emissions through private ordering. Any such regulation of GHG emissions, or climate impacts generally, could adversely affect our Energy business’'s operations, as well as the operations of its customers, as a result of their links to the production and processing of fossil fuels and GHG emissions. Although we are not a fossil fuel producer, our Energy segment directly services companies involved in the production and processing of fossil fuels.

In the United States, no comprehensive climate change legislation has been implemented federally. However, the EPA has adopted rules that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and reporting of GHG emissions from certain petroleum and natural gas system sources, implement standards directing the reduction of methane from certain facilities in the oil and gas sector, and, together with the U.S. Department of Transportation, implement GHG emissions limits on vehicles manufactured for domestic operations. Additionally, various states have adopted or are considering adopting legislation and regulation focused on GHG cap-and-trade programs, carbon taxes, reporting and tracking programs and emissions limits. ~~Additionally~~In addition, recently there has been more focus on climate-related disclosures. For example, the ~~Biden~~SEC ~~administration~~finalized ~~continued~~rules toin ~~highlight~~March ~~its~~2024 ~~nascent~~that would require public companies to include extensive climate-related ~~agenda~~disclosures in their SEC filings, ~~which~~however ~~includes~~the ~~targets~~SEC ofissued an order staying the rules due to a ~~(i)~~number ~~carbon~~of ~~pollution-free~~challenges. ~~power~~Although ~~sector~~the bySEC ~~2035~~has stayed these rules, state governments, such as California, have enacted laws that require climate-related disclosures, and ~~(ii)~~if ~~net~~we were required to comply with such laws, including the SEC disclosure requirements if re-~~zero~~instated, (iwe would expect to incur substantial additional compliance costs.e. The Inflation Reduction Act of 2022 (the "IRA"), ~~carbon~~which ~~reduction~~was issigned ~~equal~~into law in August 2022, directs nearly $400 billion of federal spending to orbe ~~greater~~used ~~than~~toward reducing carbon emissions) ~~economy~~and byfunding ~~2050~~clean energy over the next 10 years and is designed to encourage private investment in clean energy, transport and manufacturing. AIn ~~social~~addition, fossil fuel producers face increasing litigation risks from local governments and financial risks from liquidity sources that have become more attentive to sustainability, such as

and climate bill aimed at achieving certain of these goals is currently undergoing revision and reconsideration at the congressional level, but if passed, would expand spending and incentives to reduce corporate levels of fossil energy production. President Biden has also announced the United States’ Nationally Determined Contribution (the “NDC”) under the Paris Agreement at his summit on climate change on April 22, 2021, which focuses on achieving, by 2030, a 50% to 52% reduction from 2005 levels in economy-wide net GHG pollution. In addition, the SEC proposed rules in March 2022 that would require public companies to include extensive climate-related disclosures in their SEC filings. Among other things, the proposed SEC rules, if adopted as written, would mandate disclosures on (i) GHG emissions, including Scope 3 emissions if material or part of a company's emissions goal, (ii) financial impact and expenditure metrics relating to severe weather and climate change and (iii) a company's use of scenario analysis and climate targets. Although the SEC has not finalized these rules, we would expect to incur substantial additional compliance costs to the extent these or similar rules are adopted. The Inflation Reduction Act of 2022 (the “IRA”), which was signed into law in August 2022, directs nearly $400 billion of federal spending to be used toward reducing carbon emissions and funding clean energy over the next 10 years and is designed to encourage private investment in clean energy, transport and manufacturing. In addition, fossil fuel producers face increasing litigation risks from local governments and financial risks from liquidity sources that have become more attentive to sustainability, such as shareholders who may shift their investments into other sectors and institutional lenders who may decrease to funding fossil fuel companies.

These changes in the investing and financing markets, and cost increases or demand volatility in connection with the adoption and implementation of new or more stringent GHG-related legislation or regulation on the oil and gas sector, could in turn reduce demand for our Energy business’s well servicing, workover and other services. Additionally, measures taken with respect to GHG emissions, whether through governmental mandates or private ordering, could increase costs in our Energy segment businesses in the form of taxes or emission allowances, facilities improvements, and energy costs, which would increase our operating expenses through higher utility, transportation, and more expensive materials. Political, litigation and financial risks could also result in the oil and gas customers of our Energy business restricting or cancelling production activities, incurring liability in connection with climate-related changes or impairing their ability to continue operating economically, which could also decrease demand for that business’'s services.

We could incur significant costs, as a result of complying with or failing to comply with other extensive regulations, including banking regulations, to which our businesses are subject.

We and our businesses are subject to extensive regulation by U.S. and non-U.S. governmental and self-regulatory entities at the federal, state and local levels, including laws related to anti-corruption, privacy matters, banking, health and safety, import laws and export control and economic sanctions, and the sale of products and services to government entities. In addition, the consumer and business lending programs offered by WebBank are subject to extensive legal requirements at the federal and state levels, as described below.

As discussed above, our businesses must comply with substantial additional regulations. Failure to comply with these or any other regulations could result in civil and criminal, monetary and non-monetary penalties, disruptions to our business, limitations on our ability to manufacture, import, export and sell products and services, disbarment from selling to certain federal agencies, damage to our reputation and loss of customers and could cause us to incur significant legal and investigatory fees. Compliance with these and other regulations may also require us to incur significant expenses. The products and operations of our businesses are also often subject to the rules of industrial standards bodies such as the International Organization for Standardization ("ISO"), and failure to comply with these rules could result in withdrawal of certifications needed to sell our products and services and otherwise adversely impact our financial condition.

WebBank operates in a highly regulated environment, and its ~~lending~~ programs are subject to extensive federal and state regulation. Ongoing legislative and regulatory actions may significantly affect our liquidity or financial condition.

The consumer ~~and~~lending, business lending, and deposit programs offered by WebBank are subject to extensive legal requirements at the federal and state levels. Among the laws that may be applicable to some or all of the programs offered by WebBank are:

•the Federal Truth in Lending Act and Regulation Z promulgated thereunder, which require certain disclosures to borrowers regarding the terms of their loans and impose requirements and restrictions when extending consumer credit;

•the Federal Truth in Savings Act and Regulation DD promulgated thereunder, which require certain disclosures to depositors regarding the terms of their deposit accounts and imposes certain requirements on banks that provide deposit accounts for consumers;

•the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Federal Trade Commission Act and state laws that prohibit unfair, deceptive, or abusive acts or practices;

•the Federal Equal Credit Opportunity Act and Regulation B promulgated thereunder, which prohibit discrimination in the extension of credit on the basis of age, race, color, sex, religion, marital status, national origin, receipt of public assistance or the exercise of any right under the Consumer Credit Protection Act;

•the Fair Credit Reporting Act, which governs the use of credit reports and the reporting of information to credit bureaus, and imposes restrictions on the marketing of credit products through prescreened solicitations based on credit report information;

•the Electronic Fund Transfer Act and Regulation E promulgated thereunder, which require certain disclosures and imposes certain requirements on banks that provide electronic transfers of funds for consumers;

•the Service Members Civil Relief Act and the Military Lending Act, which impose rate limitations and other requirements in connection with the credit obligations of active duty military personnel and certain of their dependents;

•federal and state laws relating to privacy and the safeguarding of personally identifiable consumer information and data breach notification;

•the Bank Secrecy Act, which relates to compliance with anti-money laundering, customer due diligence and record-keeping policies and procedures; and

•laws governing the permissibility of the interest rates and fees that are charged to borrowers.

The extent and complexity of this regulatory environment has increased WebBank’s regulatory compliance burden and therefore has increased its regulatory risk. If WebBank or its programs do not comply with these laws, it may be subject to claims for damages, fines, penalties or other relief, and may face regulatory scrutiny, including examination and enforcement action, and some violations could result in an underlying loan being found invalid or unenforceable, or subject to payment defenses. Any of these violations could result in the imposition of liability on WebBank, although WebBank may have indemnification rights for certain claims. In addition, there could be limitations on WebBank’s ongoing or future business.

As part of the bank regulatory process, the ~~Federal Reserve, the~~ FDIC and the UDFI, ~~among other federal and state agencies, may~~ periodically conduct examinations of WebBank, including compliance with laws and regulations. The authority of the FDIC and the UDFI includes the ability to examine WebBank, and its Marketing Partners and the lending and deposit programs with such Marketing Partners. The FDIC, the UDFI, and the ~~UDFI~~Consumer Financial Protection Bureau ("CFPB"), among other federal and state agencies, also may bring enforcement actions against WebBank and its Marketing Partners if they detect any violations of law. These enforcement actions could result in monetary liability on WebBank, increased compliance obligations or limitations on its ongoing and future business.

~~Other~~Federal and state regulators, including the ~~Consumer Financial Protection Bureau (“~~CFPB”), the Federal Trade Commission ("FTC") and state ~~regulators and~~ attorneys-general, has, and may in the future, bring investigations and enforcement actions against WebBank's Marketing Partners. These actions against Marketing Partners may increase WebBank’'s own regulators’' scrutiny of WebBank’'s business and could result in an increased risk of investigations or claims being brought against WebBank. The U.S. Congress and state legislatures and federal and state regulatory authorities continually review banking laws, regulations and policies for possible changes. The CFPB and the FDIC may revise or enact new regulatory requirements or revise or adopt new regulatory interpretations that could affect WebBank, its Marketing Partners and programs. In ~~2023~~January 2025, a new acting chairman took office at the FDIC, and he ~~adopted~~may adopt a different set of priorities than the prior agency leadership, which could ~~result~~affect ~~in increased scrutiny on~~ WebBank’'s business. The ~~Biden~~Trump administration may make other changes that could also affect WebBank. ~~The~~Under ~~FDIC~~the ~~has~~previous chairman, the FDIC adopted a final rule codifying its practices for supervising certain industrial banks and their parent companies. Although the rule does not directly apply to us or to WebBank at this time, if not withdrawn by the new chairman, the potential impact that the rule may have on our business, financial condition or results of operations in the future remains uncertain. The FDIC and other banking regulators ~~have~~ also adopted a final rule regarding the obligations of banks when contracting with third parties, which includes WebBank's relationships with its Marketing Partners. In June 2023, Colorado enacted a law to opt out from interest rate preemption afforded state-chartered banks, such as WebBank, with respect to loans and certain types of credit cards issued to Colorado consumers, pursuant to the Depository Institutions Deregulation and Monetary Control Act of 1980 ("DIDMCA"). The law ~~becomes~~was ~~effective~~expected to take effect July 1, 2024. Iowa and Puerto Rico previously opted out of the DIDMCA. In response to a federal lawsuit brought by several industry trade groups challenging certain aspects of the Colorado law, on June 20, 2024 a federal court granted a preliminary injunction that prevents Colorado from enforcing the law against out-of-state chartered banks that make loans and extend credit to Colorado residents and that are members of the respective industry trade groups (including WebBank). That ruling is on appeal at the Tenth Circuit Court of Appeals. No assurance can be given as to the outcome of this litigation or its impact. Other states and jurisdictions may enact similar laws seeking to opt out from interest rate preemption afforded to state-chartered banks pursuant to DIDMCA. The consumer and business lending programs offered by WebBank rely on WebBank's ability to charge the interest rates and fees permitted by WebBank's home state of Utah to consumers and businesses that are residents of other jurisdictions. Colorado’s opt out from the DIDMCA and any opt outs by other states or jurisdictions, could negatively impact WebBank's ongoing or future business. We cannot predict whether additional legislation or regulations will be enacted and, if enacted, the effect that it would have on our business, financial condition or results of operations.

~~Future~~We ~~cash~~cannot ~~flows~~assure ~~from~~you ~~operations~~that orwe ~~through~~will ~~financings may not~~ be ~~sufficient~~able to ~~enable~~continue ~~the Company~~ to ~~meet~~comply ~~its~~with ~~obligations~~listing ~~under~~standards ~~its senior credit facility, and this would likely have a material adverse effect on its businesses, financial condition and results~~ of ~~operations,~~the ~~and~~New ~~credit~~York ~~market~~Stock ~~volatility may affect our ability to refinance our existing debt, borrow funds under our existing lines of credit or incur additional debt~~Exchange.

AsOur ofcommon ~~December 31,~~units ~~2023,~~are listed on the ~~Company~~New ~~had~~York ~~$399,300~~Stock ~~available~~Exchange. ~~under~~For ~~its~~our ~~senior~~common ~~credit~~units ~~facility~~to ~~and~~remain ~~$190~~listed,~~449~~ ofwe ~~outstanding~~must ~~indebtedness~~meet ~~under~~the ~~its~~continued ~~senior~~listing ~~credit~~standards ~~facility~~of the New York Stock Exchange. ~~There~~Although we believe we are in compliance with the listing standards of the New York Stock Exchange, given our limited trading activity and public float, there can be no ~~assurances~~assurance that we will remain in compliance with the ~~Company~~continued orlisting ~~its~~standards ~~subsidiaries~~of ~~will~~the ~~continue~~New toYork ~~have~~Stock ~~access~~Exchange and if we fail to ~~their~~comply, ~~lines~~our ofsecurities ~~credit~~could be delisted. In addition, even if ~~their~~we ~~financial~~are ~~performance~~successful ~~does~~in ~~not~~maintaining ~~satisfy~~compliance with applicable New York Stock Exchange listing requirements, our board of directors may decide that the ~~financial~~costs ~~covenants~~of ~~set~~compliance ~~forth~~and inthe demands of management time and Company resources required to maintain our listing are greater than the benefits received by the Company and its unitholders from being a listed company and that, accordingly, we should voluntarily delist from the New York Stock Exchange.

~~the applicable financing agreements.~~ If ~~the~~our ~~Company~~common orshares ~~its~~were ~~subsidiaries~~delisted dofrom ~~not~~New ~~meet~~York ~~certain~~Stock ofExchange ~~its~~voluntarily ~~financial~~or ~~covenants~~involuntarily, ~~and~~our ifcommon ~~they~~units ~~are~~may ~~unable~~revert to ~~secure~~trading ~~necessary~~on ~~waivers~~the OTC Market or ~~other~~another ~~amendments~~over-the-counter platform following any delisting from the ~~respective~~New ~~lenders~~York Stock Exchange. Any such delisting of our common units could have an adverse effect on ~~terms~~the ~~acceptable~~market toprice ~~management~~of, ~~their~~and ~~ability~~the toefficiency ~~access~~of ~~available~~the ~~lines~~trading ofmarket ~~credit~~for, ~~could~~our becommon ~~limited~~units, ~~their~~not ~~debt~~only ~~obligations~~in ~~could~~terms of the number of units that can be ~~accelerated~~bought byand sold at a given price, but also through delays in the ~~respective~~timing ~~lenders~~of transactions and ~~liquidity~~less ~~could~~coverage beof ~~adversely~~us ~~affected~~by securities analysts, if any.

Future cash flows from operations or through financings may not be sufficient to enable the Company to meet its obligations under its senior credit facility, and this would likely have a material adverse effect on its businesses, financial condition and results of operations, and credit market volatility may affect our ability to refinance our existing debt, borrow funds under our existing lines of credit or incur additional debt.

As of December 31, 2024, the Company had borrowing capacity of $470,000 available under its senior credit facility and $118,800 of outstanding indebtedness under its senior credit facility. There can be no assurances that the Company or its subsidiaries will continue to have access to their lines of credit if their financial performance does not satisfy the financial covenants set forth in the applicable financing agreements. If the Company or its subsidiaries do not meet certain of its financial covenants, and if they are unable to secure necessary waivers or other amendments from the respective lenders on terms acceptable to management, their ability to access available lines of credit could be limited, their debt obligations could be accelerated by the respective lenders and liquidity could be adversely affected.

If the Company’s or its subsidiaries’ cash needs are significantly greater than anticipated or they do not materially meet their business plans, or there are unanticipated downturns in the markets for the Company’s and its subsidiaries’ products and services, the Company or its subsidiaries may be required to seek additional or alternative financing sources. Future disruption and volatility in credit market conditions could have a material adverse impact on the Company’s ability or that of its subsidiaries to refinance debt when it comes due on terms similar to our current credit facilities, or to draw upon existing lines of credit or incur additional debt if needed. There can be no assurance therefore that any such financing will be available or available on acceptable terms. The inability to generate sufficient cash flows from operations or through financings could impair the Company’s or its subsidiaries’ liquidity and would likely have a material adverse effect on their businesses, financial condition and results of operations.

Our business strategy includes acquisitions, and acquisitions entail numerous risks, including the risk of management diversion and increased costs and expenses, all of which could negatively affect the Company’s profitability.

Our business strategy includes, among other things, strategic acquisitions, as well as potential opportunistic acquisitions and strategic actions with respect to our existing investments, such as restructurings, strategic partnerships and collaborations and activist activity. This overall acquisition and investment strategy entails several risks, including the diversion of management’s attention from other business concerns, the incurrence of substantial legal and other advisory fees (including, in the case of activist activity, proxy solicitation fees) and the potential need to finance such acquisitions with additional equity and/or debt. Additionally, to the extent that we are already invested in the entities that are the subject of our acquisitions and other activities, our actions may be temporarily disruptive to the value of the investments, which could adversely affect our financial condition.

In addition, once completed, acquisitions may entail further risks, including: unanticipated costs and liabilities of the acquired businesses, including environmental liabilities, that could materially adversely affect our results of operations; increased regulatory compliance relating to the acquired business; difficulties in assimilating acquired businesses, their personnel and their financial reporting systems, which would prevent the expected benefits from the transaction from being realized within the anticipated timeframe; negative effects on existing business relationships with suppliers and customers; and loss of key employees of the acquired businesses. In addition, any future acquisitions could result in the incurrence of additional debt and related interest expense, contingent liabilities and amortization expense related to intangible assets, which could have a material adverse effect on our business, financial condition, operating results and cash flows, or the issuance of additional equity, which could dilute our unitholders’ interests.

There can be no assurance that we will be able to negotiate any pending acquisition successfully, receive the required approvals for any acquisition or otherwise conclude any acquisition successfully, or that any acquisition will achieve the anticipated synergies or other positive results. Overall, if our acquisition strategy is not successful or if acquisitions are not well integrated into our existing operations, the Company’s profitability, business and financial condition could be negatively affected.

Divestitures and contingent liabilities from divested businesses could adversely affect our business and financial results.

We continually evaluate the performance and strategic fit of all of our businesses and may sell businesses or product lines. Divestitures involve risks, including difficulties in the separation of operations, services, products and personnel, the diversion of management’s attention from other business concerns, the disruption of our business, the potential loss of key employees and the retention of uncertain contingent liabilities, including environmental liabilities, related to the divested business. When we decide to sell assets or a business, we may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could delay the achievement of our strategic objectives. We may also dispose of a business at a price or on terms that are less desirable than we had anticipated, which could result in significant asset impairment charges, including those related to goodwill and other intangible assets, that could have a material adverse effect on our financial condition and results of operations. In addition, we may experience greater dis-synergies than expected, the impact of the divestiture on our revenue growth may be larger than projected, and some divestitures may be dilutive to earnings. There can be no assurance whether the strategic benefits and expected financial impact of any divestiture will be achieved. We cannot assure you that we will be successful in managing these or any other significant risks that we encounter in divesting a business or

~~product~~Divestitures ~~line,~~ and ~~any~~contingent ~~divestiture~~liabilities wefrom ~~undertake~~divested businesses could ~~materially and~~ adversely affect our business, ~~financial condition, results of operations~~ and ~~cash~~financial ~~flows~~results.

We may sustain losses in our investment portfolio, which could have an adverse effect on our results of operations, financial condition and liquidity.

A portion of our assets consists of equity securities which are adjusted to fair value each period, as well as other investments. An adverse change in economic conditions or setbacks to such companies, their operations or business models may result in a decline in the value of these investments. Such declines in value are principally recognized in net income or loss in accordance with U.S. GAAP. Any adverse changes in the financial markets and declines in value of our investments may result in additional losses and could have an adverse effect on our results of operations, financial condition and liquidity.

If our businesses are unable to adequately obtain or protect the intellectual property and licenses upon which they rely, or other third parties claim that our businesses have infringed upon or otherwise violated their intellectual property, we could face material adverse effects to our financial condition, businesses and results of operations.

The success of each of our businesses depends in part on the trademarks and patents that they own, or their licenses to use others’', brand names, proprietary technology and manufacturing techniques. In addition to trademark and patent protection, these businesses rely on copyrights, trade secrets, confidentiality procedures and contractual provisions to protect their intellectual property rights. The steps they have taken to protect their intellectual property rights may not prevent third parties, including our competitors, from using their intellectual property without their authorization or independently developing substantially similar intellectual property. Infringement or misappropriation of our businesses’ intellectual property rights, such as the unauthorized manufacture or sale of materials, could result in uncompensated lost market and revenue opportunities. Despite these steps to monitor and detect unauthorized use of our businesses’ intellectual property by third parties, any such unauthorized use could reduce or eliminate any competitive advantage our businesses have developed, cause them to lose sales or otherwise harm their business. The businesses’' ability to enforce their intellectual property rights is subject to litigation risks, as well as uncertainty as to the protection and enforceability of those rights in some countries. If the businesses seek to enforce their intellectual property rights, it may be subject to claims that those rights are invalid or unenforceable, and others may seek counterclaims against the businesses, which could have a negative impact on their business. If the businesses are unable to enforce and protect intellectual property rights, or if they are circumvented, rendered obsolete or invalidated by the rapid pace of technological change, or stolen or misappropriated by employees or third parties, it could have an adverse impact on their competitive position and business.

Third parties may also assert claims that the products, solutions and services of our businesses’ infringe upon the rights of others. Whether or not meritorious, defense of these claims can be expensive and time-consuming to defend and resolve, and may divert the efforts and attention of management and personnel. In addition, the laws of foreign countries may not effectively protect our businesses’ intellectual property rights. In such cases, the unauthorized use of proprietary information and intellectual property may be made more difficult, time-consuming and costly and could subject our businesses to significant liability for damages and invalidate their property rights. If our businesses face claims based on the theft or unauthorized use or disclosure of third-party trade secrets and other confidential business information, defense against such claims could result in significant expenses and harm our competitive position, all of which could have a significant adverse impact on our business and results of operations.

We conduct business outside of the United States, which may expose us to additional risks not typically associated with companies that operate solely in the United States.

We conduct business and have operations or own interests in securities of companies with operations outside the United States. These operations have additional risks, including risks relating to currency exchange, changes in tariffs, less developed or efficient financial markets than in the United States, absence of uniform accounting, auditing and financial reporting standards, differences in the legal and regulatory environment, different publicly available information in respect of companies in non-U.S. markets, economic and political risks, public health crises and possible imposition of non-U.S. taxes. There can be no assurance that adverse developments with respect to such risks will not adversely affect our assets that are held in certain countries or the returns from these assets.

We also face several risks inherent in conducting business internationally, including compliance with international and U.S. laws and regulations that apply to our international operations. These laws and regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, U.S. laws such as export control laws and the Foreign Corrupt Practices Act, and similar laws in other countries which also prohibit corrupt payments to governmental officials or certain payments or remunerations to customers. Given the high level of complexity of these laws, there is a risk that some provisions may be inadvertently breached. Also, we may be held liable for actions taken by our local partners. Violations of these laws and regulations could result in fines and penalties, criminal sanctions against us, our officers or our employees, administrative remedies and prohibitions on the conduct of our business. Any such violations could include prohibitions on our ability to offer our products and services in one or more countries.

governmental officials or certain payments or remunerations to customers. Given the high level of complexity of these laws, there is a risk that some provisions may be inadvertently breached. Also, we may be held liable for actions taken by our local partners. Violations of these laws and regulations could result in fines and penalties, criminal sanctions against us, our officers or our employees, administrative remedies and prohibitions on the conduct of our business. Any such violations could include prohibitions on our ability to offer our products and services in one or more countries.

In addition, a significant portion of Steel Connect’s revenue historically has come from Mainland China, and Steel Connect’s business in turn faces certain specific risks relating to operations in Mainland China and its complex and unpredictable political, economic and legal environment. The interpretation and enforcement of many laws, regulations and rules in China involve significant uncertainties, including with respect to intellectual property protection. The legal protections and remedies available in the event of any claims or disputes related to, among other things, confidential information or intellectual property, may be limited and any litigation in Mainland China may be protracted and result in substantial costs and diversion of resources and management attention. Moreover, Steel Connect’s ability to operate in Mainland China may be adversely affected by changes in U.S. and Chinese laws and regulations, such as those related to, among other things, international trade, taxation, intellectual property, currency controls, network security, employee benefits and other matters. Additionally, the U.S. administration has advocated greater restrictions on trade generally and significant increases on tariffs on certain goods imported into the United States, particularly from Mainland China and has taken steps toward restricting trade in certain goods. China and other countries have retaliated in response to new trade policies, treaties and tariffs implemented by the United States. If any of these events occur, Steel Connect’s business, financial condition and results of operations could be materially and adversely affected.

Global trade issues and changes in and uncertainties with respect to trade policies, trade sanctions, tariffs and international trade disputes, may significantly increase the costs or limit supplies of materials and products used in our operations.

We import raw materials and products used in our operations from jurisdictions outside of the United States. There is inherent risk, based on the complex relationships among the United States and the countries in which we conduct our business, that political, diplomatic, and national security factors can lead to global trade issues and changes in trade policies and export regulations. Trade restrictions, including withdrawal from or modification of existing trade agreements, negotiation of new trade agreements, non-tariff trade barriers, local content requirements, and imposition of new or retaliatory tariffs against certain countries or covering certain products, including developments in U.S.-China trade relations and sanctions against Russia, could limit our ability to Import certain raw materials and products used in our operations. Policies impacting exchange rates and commodity prices or those limiting the export or import of commodities could have a material adverse effect on the international flow of commodities, which may result in a corresponding negative effect on our operations.

The United States has recently enacted and proposed to enact significant new tariffs. There continues to exist significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These trade conflicts and related escalating governmental actions that result in additional tariffs, duties and/or trade restrictions could increase our operating costs, cause disruptions or shortages in our supply chains and/or negatively impact the United States, regional or local economies, and, individually or in the aggregate, materially and adversely affect our business and our consolidated financial results.

Litigation or compliance failures could adversely affect our profitability.

The nature of our businesses and our investment strategies expose us to various litigation matters. We contest these matters vigorously and make insurance claims where appropriate. However, litigation is inherently costly and unpredictable, making it difficult to accurately estimate the outcome of any litigation. These lawsuits may include claims for compensatory damages, punitive and consequential damages and/or injunctive relief. The defense of these lawsuits may divert our management’s attention, we may incur significant expenses in defending these lawsuits, and we may be required to pay damage awards or settlements or become subject to equitable remedies that could adversely affect our operations and financial condition. Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against such losses or result in significantly higher premiums in the future. In addition, developments in legal proceedings in any given period may require us to adjust the loss contingency estimates that we have recorded in our consolidated financial statements, record estimates or reserves for liabilities or assets previously not susceptible of reasonable estimates or pay cash settlements or judgments. Any of these developments could adversely affect our financial condition in any particular period. Although we make accruals as we believe warranted, the amounts that we accrue could vary significantly from any amounts we actually pay due to the inherent uncertainties in the estimation process. For more information, see Part I, Item 3, “Legal Proceedings”.

A significant disruption in, or breach in security of, our technology systems could adversely affect our business.

We rely on information and operational technology systems in the conduct of our business to process, transmit and store electronic information, to manufacture our products and to manage or support a variety of critical business processes and activities. In some cases, we may rely upon third-party providers of hosting, support and other services to meet our information technology requirements. Our information and operational technology systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, ransomware attacks, natural disasters and defects in design. We may also face increased cybersecurity risks associated with an extensive workforce now working remotely, as remote working environments have become less secure and more susceptible to hacking attacks, including phishing and social engineering attempts. Cybersecurity incidents in particular are evolving and include, but are not limited to, use of malicious software, attempts to gain unauthorized access to data or control of automated production systems, and other security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data. We have implemented various measures to manage and mitigate risks related to technology systems and network disruption. We maintain an information security program that includes cybersecurity awareness training for employees, consistent infrastructure security practices across user account access, endpoint protection, email and perimeter security, as well as continuous monitoring and logging of network activity and tracking for rapid incident response. We believe that these preventative actions provide us and our businesses with adequate measures of protection against security breaches and work to reduce technology disruptions and cybersecurity risks. However, given the unpredictability of the timing, nature and scope of technology security incidents and disruptions, our businesses have been, and could potentially be, subject to production downtimes, operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, theft, other manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on our competitive position, financial condition, reputation or results of operations. We have experienced, and could experience in the future, actual or attempted cyber-attacks of our information technology systems or networks, yet none of these actual or attempted cyber-attacks has had a material effect on our operations or financial condition. Further, any failure by our hosting and support partners or other third-party service providers in the performance of their services could materially harm our business.

A breach of our information technology systems could also result in the misappropriation of intellectual property, business plans or trade secrets. Any failure of our systems or those of our third-party service providers could result in unauthorized access or acquisition of such proprietary information, and any actual or perceived security breach could cause significant damage to our reputation and adversely impact our relationships with our customers. Additionally, while our security systems are designed to maintain the physical security of our facilities and information systems, accidental or willful security breaches or other unauthorized access by third parties to our facilities or our information systems could lead to misappropriation of proprietary and confidential information.

If any person, including any of our employees or those with whom we share such information, negligently disregards or intentionally breaches our established controls with respect to our client, customer or employee data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, litigation, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.

We take cybersecurity seriously and devote significant resources and tools to protect our systems, products and data, prevent unwanted intrusions and disclosures and provide periodic training to our employees, in compliance with applicable U.S. federal and state laws and non-U.S. laws and regulations addressing cybersecurity. However, these security and compliance efforts are costly to implement and may not be successful. As cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modifying or enhancing our systems in the future. There can be no assurance that we will be able to prevent, detect and adequately address or mitigate such cyber-attacks or security breaches. We may also be required to expend resources to remediate cyber-related incidents or to enhance and strengthen our cybersecurity. Based on our cybersecurity program, we do not maintain dedicated cybersecurity insurance. Any such breach could have a material adverse effect on our operations and our reputation and could cause irreparable damage to us or our systems, regardless of whether we or our third-party providers are able to adequately recover critical systems following a systems failure.

Current and proposed laws and regulations regarding the protection of personal data could result in increased risks of liability or increased cost to us or could limit our service offerings.

toefforts ~~numerous~~are ~~U.S.~~costly ~~federal~~to implement and ~~state~~may ~~laws~~not ~~and~~be ~~non-U~~successful.S. ~~laws~~As ~~and~~cyber ~~regulations~~threats ~~governing~~are ~~the~~continually ~~privacy~~evolving, ~~security and protection of personal and confidential information of~~ our ~~customers~~controls and ~~employees.~~procedures Inmay ~~particular,~~become ~~the~~inadequate ~~European Union ("E.U.") has adopted the General Data Protection Regulation, (the “GDPR”), which contains numerous requirements for processing personal data of,~~ and ~~honoring~~we ~~the~~may ~~exercise~~be ofrequired ~~GDPR~~to ~~specific~~devote ~~rights~~additional ~~by,~~resources ~~E.U.-based data subjects and provides for penalties up~~ to ~~the~~modifying ~~greater of €20,000~~ or 4%enhancing ofour ~~worldwide~~systems ~~gross~~in ~~revenue for violation. We are subject to~~ the ~~GDPR with respect to our E~~future.U. ~~operations~~There ~~and~~can ~~employees.~~be ~~Privacy~~no ~~laws~~assurance ~~such~~that aswe ~~the~~will ~~GDPR~~be ~~and~~able ~~similar~~to ~~laws~~prevent, ~~and~~detect ~~regulations are increasing in complexity~~ and ~~number,~~adequately ~~change~~address ~~frequently~~or ~~and~~mitigate ~~sometimes~~such ~~conflict.~~cyber-attacks Inor ~~particular,~~security ~~as the E~~breaches.U. ~~member~~We ~~states~~may ~~reframe~~also ~~their~~be ~~national~~required ~~legislation~~ to ~~harmonize~~expend ~~with~~resources ~~the~~to ~~GDPR,~~remediate wecyber-related ~~will~~incidents ~~need~~or to ~~monitor~~enhance ~~compliance~~and ~~with~~strengthen ~~each~~our ~~relevant E~~cybersecurity.U. ~~member~~Based ~~states’~~on ~~laws~~our ~~and~~cybersecurity ~~regulations~~program, ~~including~~we ~~where~~do ~~permitted~~not ~~derogations~~maintain ~~from~~dedicated ~~the~~cybersecurity ~~GDPR are introduced~~insurance. ~~U.S.~~Any ~~states,~~cybersecurity ~~such~~breach ascould ~~California,~~ have ~~adopted~~a ~~comprehensive~~material ~~data~~adverse ~~privacy~~effect ~~laws.~~on ~~Additional~~our ~~laws~~operations ~~may~~and beour ~~enacted~~reputation atand ~~the~~could ~~state~~cause orirreparable atdamage ~~the~~to ~~U.S.~~us ~~federal~~or ~~level.~~our ~~The GDPR~~systems, ~~any~~regardless ~~resultant~~of ~~changes~~whether inwe ~~E.U. member states’ national laws and regulations, and existing~~ or ~~new U.S. federal or state data privacy laws and regulations may increase~~ our ~~compliance~~third-party ~~obligations~~providers ~~and~~are ~~may~~able ~~necessitate the review and implementation of policies and processes relating~~ to ~~our~~adequately ~~collection,~~recover ~~security~~critical ~~and~~systems ~~use~~following ofa ~~data.~~systems failure.

Current and proposed laws and regulations regarding the protection of personal data could result in increased risks of liability or increased cost to us or could limit our service offerings.

Some of our businesses collect and store personal data and any security breaches of our systems could result in the misappropriation or unauthorized disclosure of personal data belonging to us or to our employees, partners, customers or suppliers. The regulatory environment surrounding information security and privacy is increasingly demanding. We are subject to numerous U.S. federal and state laws and non-U.S. laws and regulations governing the privacy, security and protection of personal and confidential information of our customers and employees. In particular, the European Union ("E.U.") has adopted the General Data Protection Regulation, (the “GDPR”), which contains numerous requirements for processing personal data of, and honoring the exercise of GDPR specific rights by, E.U.-based data subjects and provides for penalties up to the greater of €20,000 or 4% of worldwide gross revenue for violation. We are subject to the GDPR with respect to our E.U. operations and employees. Privacy laws such as the GDPR and similar laws and regulations are increasing in complexity and number, change frequently and sometimes conflict. In particular, as the E.U. member states reframe their national legislation to harmonize with the GDPR, we will need to monitor compliance with each relevant E.U. member states’ laws and regulations, including where permitted derogations from the GDPR are introduced. U.S. states, such as California, have adopted comprehensive data privacy laws. Additional laws may be enacted at the state or at the U.S. federal level. The GDPR, any resultant changes in E.U. member states’ national laws and regulations, and existing or new U.S. federal or state data privacy laws and regulations may increase our compliance obligations and may necessitate the review and implementation of policies and processes relating to our collection, security and use of data.

This increase in compliance obligations could also lead to an increase in compliance costs which may have an adverse impact on our business, financial condition and results of operations. Moreover, failure to comply with these data protection and privacy regulations and rules in various jurisdictions, or to resolve any serious privacy or security complaints, could subject us to regulatory sanctions, criminal prosecution or civil liability. Additionally, if we violate applicable laws, regulations or duties relating to the use, privacy or security of personal data, we could be subject to civil liability or criminal prosecution, be forced to alter our business practices and suffer reputational harm.

Labor disputes, as well as the continued or further unionization of our, and our suppliers’, workforce could increase our costs and cause work stoppages that may have an adverse effect on ~~the~~our ~~Company’s~~ business.

Some of our businesses are party to collective bargaining agreements with various labor unions in the United States and internationally. For more information, see Part I, Item 1, “"Business – Employees”". We may be subject to, among other things, strikes, work stoppages or work slowdowns as a result of disputes under these collective bargaining agreements and labor contracts or our potential inability to negotiate acceptable contracts with these unions. If the unionized workers in the U.S. or internationally were to engage in a strike, work stoppage or other slowdown, if other employees were to become unionized or if the terms and conditions in future labor agreements were renegotiated, our businesses could experience a significant disruption in their operations, which could cause them to be unable to deliver products to customers on a timely basis. Such disruptions could also result in loss of business and higher ongoing labor costs.

In addition, our Diversified Industrial segment may be impacted by work stoppages or slowdowns experienced by automakers, or their suppliers, which could result in slowdowns or closures of assembly plants where our products are included in assembled vehicles. ~~The~~In the past, a labor strike by the United Auto Workers ("UAW") resulted in temporary work stoppages or slowdowns at the U.S. locations of assembly plants and distribution facilities of certain of the Diversified Industrial segment's customers. The strike ~~has~~ impacted our operations, but to date has not had a material impact on our consolidated results. The UAW ~~has recently~~ reached a tentative labor agreement with each of the impacted auto makers. If the tentative agreements are not ratified, and a continued or expanded strike ensues, it could materially adversely impact our automotive supply chain (causing delay or non-delivery of goods and services) and could materially reduce the demand for our goods and services to our customers. If this occurs, it could have a material adverse effect on our business and our results of operations.

Additionally, we believe some of our direct and indirect suppliers have unionized workforces. Strikes, work stoppages or slowdowns experienced by suppliers could result in slowdowns or closures of facilities where components of our products are manufactured or delivered. Any interruption in the production or delivery of these components could reduce sales, increase costs and have a material adverse effect on us.

WebBank's status as lender of the loans it offers, and the ability of assignees to collect interest, may be challenged, and these challenges could negatively impact WebBank’s ongoing and future business.

WebBank's business includes lending programs with Marketing Partners, where the Marketing Partners provide origination servicing for the loans and subsequently purchase the loans (or interests in the loans) that are originated by WebBank. There have been litigation and regulatory actions which have challenged lending arrangements where a bank has made a loan and then sold and assigned it to an entity that is engaged in assisting with the origination and servicing of the loan. Some of these cases have alleged that the marketing and servicing entity should be viewed as the “"true creditor”" of the loans originated through the lending program, and the bank should be disregarded. If this type of challenge is successful, state law interest rate limitations and other requirements that apply to non-bank lenders would then be applicable, instead of the federal interest rate laws that govern bank lenders. Other cases have relied on the claim that even if a bank originated a loan based on the federal interest rate laws, an assignee of a bank is not permitted to rely on the federal law and is instead subject to state law limitations. In addition, several states have adopted laws that purport to identify which entity is the lender of a loan. For example, in 2021, Maine adopted a law that, among other things, may deem an entity to be the lender of a loan if certain statutory criteria are met, such as a non-bank entity holds the "predominant economic interest" in a loan. Certain of these challenges have been brought or threatened in programs involving WebBank. In 2021, Congress enacted a joint resolution under the Congressional Review Act that was signed by the president that had the effect of repealing a regulation adopted by the Office of the Comptroller of the Currency. That regulation had provided clarity on the question of when a bank is the lender of a loan and, although not directly applicable to WebBank, may have provided support for the manner in which WebBank conducts its lending business. Because of the repeal, these arguments will not be available in the event of a future challenge. Additional cases or regulatory actions, if successfully brought against WebBank or its Marketing Partners or others, could negatively impact WebBank's ongoing and future business. WebBank continues to structure its programs, and to exercise control over these programs, to address these risks, although there can be no assurance that additional cases or regulatory actions will not be brought in the future. State regulators have also made claims that WebBank and its Marketing Partners are required to obtain licenses under state laws, and those licenses may have the effect of restricting the business of the licensed entity.

interest rate laws that govern bank lenders. Other cases have relied on the claim that even if a bank originated a loan based on the federal interest rate laws, an assignee of a bank is not permitted to rely on the federal law and is instead subject to state law limitations. In addition, several states have adopted laws that purport to identify which entity is the lender of a loan. For example, in 2021, Maine adopted a law that, among other things, may deem an entity to be the lender of a loan if it meets certain statutory requirements. Certain of these challenges have been brought or threatened in programs involving WebBank. In 2021, Congress enacted a joint resolution under the Congressional Review Act that was signed by the president that had the effect of repealing a regulation adopted by the Office of the Comptroller of the Currency. That regulation had provided clarity on the question of when a bank is the lender of a loan and, although not directly applicable to WebBank, may have provided support for the manner in which WebBank conducts its lending business. Because of the repeal, these arguments will not be available in the event of a future challenge. Additional cases or regulatory actions, if successfully brought against WebBank or its Marketing Partners or others, could negatively impact WebBank's ongoing and future business. WebBank continues to structure its programs, and to exercise control over these programs, to address these risks, although there can be no assurance that additional cases or regulatory actions will not be brought in the future. State regulators have also made claims that WebBank and its Marketing Partners are required to obtain licenses under state laws, and those licenses may have the effect of restricting the business of the licensed entity.

WebBank is subject to capital requirements, and SPLP could be called upon by the FDIC to infuse additional capital into WebBank to the extent that WebBank fails to satisfy its capital requirements.

WebBank is subject to capital requirements administered by various federal banking regulators in the U.S. and, accordingly, must meet specific capital guidelines. The ~~Federal Reserve and other~~ federal banking regulators have implemented the global regulatory capital requirements of Basel III and certain requirements implemented by the Dodd-Frank Act. FDIC regulations implementing the Basel III Accord modified WebBank’s minimum capital requirements by defining what constitutes capital for regulatory capital purposes and adding a 4.5% Common Equity Tier 1 ratio and increased the Tier 1 capital ratio requirement from 4% to 6%. FDIC regulations also require WebBank to comply with a total capital ratio of 8% and a leverage ratio of 4%. Additionally, WebBank is expected to maintain a Capital Conservation Buffer (composed solely of common equity Tier 1 capital) equal to 2.5% above the new regulatory minimum capital requirements. The Capital Conservation Buffer is on top of the minimum risk-weighted capital ratios and had the effect of increasing those ratios by 2.5% each. A failure of WebBank to maintain the aggregate minimum capital required by the Capital Conservation Buffer will impair its ability to make certain distributions (including dividends and stock repurchases) and discretionary bonus payments to executive officers. A failure of WebBank to maintain capital as required by the FDIC’'s minimum capital requirements would subject WebBank to the FDIC’s prompt corrective action regime, which may further impair WebBank’'s ability to make payments or distributions and may require a capital restoration plan or other corrective regulatory measures. As a result, our business, results of operations, financial condition and prospects could be adversely affected.

The Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC have continued to amend regulations implementing Basel III in the United States in certain respects and are expected to make further amendments to these regulatory capital rules. On July 27, 2023, the Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC issued a proposal that would significantly revise U.S. regulatory capital requirements for large banking organizations. The proposal has not yet been finalized and further changes are expected. If adopted as proposed, it would not directly modify the capital requirements applicable to WebBank. However, the Company cannot predict whether any changes adopted in the final rule will have an impact on WebBank or whether there will be any additional amendments to the regulatory capital rules directly applicable to WebBank. The Company currently cannot predict the specific impact and long-term effects that Basel III and its implementation in the U.S. will have on WebBank and the banking industry more generally.

Furthermore, the Dodd-Frank Act codified a longstanding policy that all companies that directly or indirectly control an FDIC-insured bank are required to serve as a source of financial strength for such institution. As a result, SPLP could be called upon by the FDIC to infuse additional capital into WebBank to the extent that WebBank fails to satisfy its capital requirements, including at times that SPLP might not otherwise be inclined to provide it and even if doing so may adversely affect SPLP’s ability to meet its other obligations, which include limitations on capital contributions to WebBank specified in the Company’s senior credit facility.

WebBank's lending programs depend on relationships with Marketing Partners.

WebBank offers its lending programs with Marketing Partners. For the years ended December 31, 2023 and 2022, the two highest grossing contractual lending programs combined accounted for approximately 24.9% and 18%, respectively, of WebBank’s total net revenue. If its Marketing Partners do not provide origination services or other services to WebBank, or

~~provide~~applicable ~~those~~to ~~services in a faulty manner, that may negatively impact~~ WebBank~~’s ongoing and future business~~. InThe ~~addition,~~Company ifcurrently ~~the~~cannot ~~Marketing~~predict ~~Partners or other third parties do not purchase~~ the ~~loans~~specific ~~(or interests in loans) that are originated by WebBank, then WebBank may need to retain those loans (or interests in loans), which may negatively~~ impact ~~its ongoing~~ and ~~future~~long-term ~~business.~~effects ~~Marketing Partners are also required to indemnify WebBank for certain liabilities~~ that ~~may~~Basel ~~arise~~III ~~from~~and ~~the~~its ~~lending~~implementation ~~programs. If Marketing Partners are unable or unwilling to satisfy their indemnification obligations, then WebBank would face increased risk from liability for claims made~~ in ~~private~~the ~~litigation or regulatory enforcement actions~~U.S. ~~Additionally,~~will ~~Marketing~~have ~~Partners may rely~~ on ~~outside~~WebBank ~~sources of capital to meet their obligations. Market conditions~~ and ~~other factors may affect~~ the ~~availability~~banking ofindustry capital for Marketing Partners. The availability of capital may affect the volume of loans that can be originated through WebBank’s lending programs. In recent periods, the availability of capital has been more ~~limited for several of WebBank’s Marketing Partners, resulting in a decrease in loan volume and a negative impact on WebBank’s business~~generally.

Furthermore, the Dodd-Frank Act codified a longstanding policy that all companies that directly or indirectly control an FDIC-insured bank are required to serve as a source of financial strength for such institution. As a result, SPLP could be called upon by the FDIC to infuse additional capital into WebBank to the extent that WebBank fails to satisfy its capital requirements, including at times that SPLP might not otherwise be inclined to provide it and even if doing so may adversely affect SPLP's ability to meet its other obligations, which include limitations on capital contributions to WebBank specified in the Company's senior credit facility.

WebBank's lending programs depend on relationships with Marketing Partners.

WebBank offers its lending programs with Marketing Partners. For the years ended December 31, 2024 and 2023, the two highest grossing contractual lending programs combined accounted for approximately 16.9% and 24.9%, respectively, of WebBank’s total net revenue. If its Marketing Partners do not provide origination services or other services to WebBank, or provide those services in a faulty manner, that may negatively impact WebBank’s ongoing and future business. Faulty services from service providers engaged by Marketing Partners may also may negatively impact WebBank’s ongoing and future business. In addition, if the Marketing Partners or other third parties do not purchase the loans (or interests in loans) that are originated by WebBank, then WebBank may need to retain those loans (or interests in loans), which may negatively impact its ongoing and future business. Marketing Partners are also required to indemnify WebBank for certain liabilities that may arise from the lending programs. If Marketing Partners are unable or unwilling to satisfy their indemnification obligations, then WebBank would face increased risk from liability for claims made in private litigation or regulatory enforcement actions. Additionally, Marketing Partners may rely on outside sources of capital to meet their obligations. Market conditions and other factors may affect the availability of capital for Marketing Partners. The availability of capital may affect the volume of loans that can be originated through WebBank’s lending programs. In recent periods, the availability of capital has been more limited for several of WebBank’s Marketing Partners, resulting in a decrease in loan volume and a negative impact on WebBank’s business.

WebBank is subject to risks of litigation from its borrowers or others regarding the processing of loans for the Paycheck Protection Program, or PPP, and risks that the Small Business Administration may not fund some or all PPP loan guaranties.

The CARES Act included a $349,000,000 loan program administered through the Small Business Administration's ("SBA") and is referred to as the Paycheck Protection Program. The PPP had subsequently been expanded and extended under additional legislation. Under the PPP, small businesses and other entities and individuals could apply for loans from existing SBA lenders and other approved regulated lenders. WebBank participated as a lender in the PPP. Because of the short timeframe between the passing of the CARES Act and the opening of the PPP, there was some ambiguity in the laws, rules and guidance regarding the operation of the PPP along with the continually evolving nature of the SBA rules, interpretations and guidelines concerning this program, which exposes WebBank to risks relating to noncompliance with the PPP. Since the launch of the PPP, several banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP. As such, WebBank may be exposed to the risk of litigation, from both borrowers and non-borrowers that approached WebBank regarding PPP loans, regarding its process and procedures used in processing applications for the PPP. WebBank may also be subject to investigations or enforcement actions by state and federal authorities, including the SBA. If any such litigation or government action is brought against WebBank and is not resolved in a manner favorable to WebBank, it may result in significant financial liability or adversely affect its reputation. In addition, litigation and government actions can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation or government actions could have a material adverse impact on WebBank’s business, financial condition and results of operations.

WebBank also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, underwritten, certified by the borrower, funded, or serviced by WebBank or its third-party servicers, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, certified by the borrower, funded, or serviced by WebBank or its third-party services, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from WebBank.

We are subject to credit and interest rate risk in connection with our lending activities, and our financial condition and results of operations may be negatively impacted by factors that adversely affect our borrowers.

WebBank originates various types of banking activities, and our financial condition and results of operations are affected by the ability of borrowers to repay their loans or leases in a timely manner. Borrowers may be unable to repay their loans due to various factors, some of which are outside of their control. Similarly, borrowers under our commercial loans and related financing products (typically, small-sized businesses) may be more susceptible to even mild or moderate economic declines than larger commercial borrowers, which may subject the WebBank to a higher risk of loan loss. Many borrowers have been negatively impacted by recent events impacting financial, real estate, and securities markets, including geopolitical turmoil, rising interest rates, inflation, adverse developments in the financial services industry, and other recent events that have caused market and economic volatility, and may continue to be similarly or more severely affected in the future. The risk of non-payment by borrowers is assessed through our underwriting processes and other risk management practices, which may not be able to fully identify, price and mitigate such risk. WebBank could also be impacted by tightening of the credit markets and other general economic declines that could result in a decrease in lending and demand for consumer loans.

~~change~~We ~~over time. Accordingly, WebBank’s results of operations, like those of most financial institutions,~~ are ~~impacted~~subject byto ~~changes~~credit ~~in interest rates~~ and ~~the~~ interest rate ~~sensitivity~~risk ~~of its assets and liabilities. WebBank monitors and measures its exposure to changes~~ in ~~interest~~connection ~~rates in order to comply~~ with ~~applicable~~our ~~government~~lending ~~regulations~~activities, and toour ~~limit~~financial ~~the~~condition ~~risk~~and ~~that changing interest rates could have a negative impact on its~~ results of operations. ~~There~~may ~~can~~ be nonegatively ~~assurance,~~impacted ~~however,~~by factors that, inadversely ~~the~~affect ~~event~~our ~~of adverse changes in interest rates, WebBank’s efforts to limit interest rate risk will be successful~~borrowers.

WebBank originates various types of credit products, and our financial condition and results of operations are affected by the ability of borrowers to repay their loans in a timely manner. Borrowers may be unable to repay their loans due to various factors, some of which are outside of their control. Similarly, borrowers under our commercial loans and related financing products (typically, small-sized businesses) may be more susceptible to even mild or moderate economic declines than larger commercial borrowers, which may subject WebBank to a higher risk of loan loss. Many borrowers have been negatively impacted by recent events impacting financial, real estate, and securities markets, including geopolitical turmoil, rising interest rates, inflation, adverse developments in the financial services industry, and other recent events that have caused market and economic volatility, and may continue to be similarly or more severely affected in the future. The risk of non-payment by borrowers is assessed through our underwriting processes and other risk management practices, which may not be able to fully identify, price and mitigate such risk. WebBank could also be impacted by tightening of the credit markets and other general economic declines that could result in a decrease in lending and demand for consumer loans.

WebBank derives a portion of its income from the excess of interest collected over interest paid. The rates of interest WebBank earns on assets and pays on liabilities generally are established contractually for a period of time. Market interest rates change over time. Accordingly, WebBank’s results of operations, like those of most financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of its assets and liabilities. WebBank monitors and measures its exposure to changes in interest rates in order to comply with applicable government regulations and to limit the risk that changing interest rates could have a negative impact on its results of operations. There can be no assurance, however, that, in the event of adverse changes in interest rates, WebBank’s efforts to limit interest rate risk will be successful.

Our businesses have been, and may in the future be, adversely affected by conditions in the financial services industry.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar events, have in the past and may in the future lead to erosion of customer confidence in the banking system, deposit volatility, liquidity issues, and other adverse developments. For example, the closures of Silicon Valley Bank, Signature Bank and Silvergate Capital Corporation, as well as acquisitions of Credit Suisse and First Republic Bank at regulators' behest, in the first half of 2023 created bank-specific and broader financial institution liquidity risks and concerns. Although depositors of these banks were largely protected, it is not certain that the Federal Reserve or FDIC will treat future bank failures similarly. While we did not have any material deposits at any of these institutions, uncertainty remains over liquidity concerns in the financial services industry and potential impacts on the broader global economy, and our business, our customers and suppliers, and/or the industry as a whole may be adversely impacted in ways that we cannot predict.

If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash and cash equivalents may be threatened. In addition, if any of our customers, suppliers, Marketing Partners or other parties with whom we conduct business are unable to access funds, such parties' ability to pay or perform their obligations to us or to enter into new commercial arrangements requiring additional payments to us or additional funding could be adversely affected. Moreover, sufficient external financing may not be available to us on a timely basis, on commercially reasonable terms to us, or at all. Any of these events could adversely affect our business and financial condition.

Our majority-owned subsidiary, Steel Connect, Inc., is a public company which may expose us to additional costs, and our management may be required to devote substantial time to compliance initiatives.

On May 1, 2023, our ownership of Steel Connect increased to 84.0% and as a public company, with a majority-owned subsidiary that is also a public company, we incur significant legal, accounting and other expenses to comply with the requirements applicable to public companies. Additionally, under our management services agreement with Steel Services, many of our personnel and other resources are devoted to ensuring we, and Steel Connect, comply with requirements applicable to public companies. This further exhausts management and other personnel resources that could be used for other revenue-generating activities.

Changes in Steel Connect’s relationships with significant clients, including the loss or reduction in business from one or more of them, could have a material adverse impact on its business.

Steel Connect depends on a small number of clients for a substantial portion of its business. For its fiscal years ended July 31, ~~2023~~2024 and ~~2022~~2023, Steel Connect’'s 10 largest clients accounted for approximately 8381% and 7883% of consolidated net revenue, respectively. Two customers accounted for approximately 4138% and 1315% of Steel Connect’'s consolidated net revenue for the fiscal year ended July 31, ~~2023~~2024, and two customers accounted for 3141% and 1213% of Steel Connect’s consolidated net revenue for the fiscal year ended July 31, ~~2022~~2023. No other clients accounted for greater than 10% of Steel Connect’s consolidated net revenue for its fiscal years ended July 31, ~~2023~~2024 and ~~2022~~2023.

In general, ~~the~~ Steel Connect does not have any agreements which obligate any client to buy a material amount of services from it or designate it as an exclusive service provider. Consequently, ~~the~~ Steel Connect’'s net revenue is subject to demand variability by ~~our~~its clients. The level and timing of orders placed by Steel Connect’'s clients vary for a variety of reasons, including seasonal buying by end-users, the introduction of new technologies and general economic conditions. Changes in relationships with significant clients may require Steel Connect to evaluate its other long-lived assets for impairment, which may require Steel Connect to record an impairment charge. Decreases in client demand or volumes or loss of business from one or more of these clients could have a materially adverse impact on Steel Connect's business, financial condition or results from operations.

~~more~~In addition, a large portion of ~~these~~Steel Connect's revenue comes from clients ~~could~~in ~~have~~the technology and consumer products sectors, which is intensely competitive and subject to rapid changes. A reduction or interruption in supply, including disruptions to Steel Connect's global supply chain or a ~~materially~~significant ~~adverse~~natural ~~impact~~disaster (including as a result of climate change) or otherwise, a failure to appropriately cancel, reschedule, or adjust Steel Connect's requirements based on Steel Connect's business needs, or a decrease in demand for Steel Connect's services could materially adversely affect Steel Connect’s business, operating results, and financial condition orand ~~results~~could ~~from~~materially ~~operations~~damage customer relationships. There has been and may continue to be market shortages of semiconductor and other electrical component supplies, which has affected, and could further affect, Steel Connect's clients in the computing and consumer electrical markets and, consequently, their demand for Steel Connect's offerings. During periods of component shortages for Steel Connect's clients, it may also encounter reduced client demand, and accordingly, Steel Connect's revenue and profitability could suffer until other component sources can be developed.

In addition, a large portion of Steel Connect’s revenue comes from clients in the technology and consumer products sectors, which is intensely competitive and subject to rapid changes. A reduction or interruption in supply, including disruptions to Steel Connect’s global supply chain or a significant natural disaster (including as a result of climate change) or otherwise, a failure to appropriately cancel, reschedule, or adjust Steel Connect’s requirements based on Steel Connect’s business needs, or a decrease in demand for Steel Connect’s services could materially adversely affect Steel Connect’s business, operating results, and financial condition and could materially damage customer relationships. There has been and may continue to be market shortages of semiconductor and other electrical component supplies, which has affected, and could further affect, Steel Connect’s clients in the computing and consumer electrical markets and, consequently, their demand for Steel Connect’s offerings. During periods of component shortages for Steel Connect’s clients, it may also encounter reduced client demand, and accordingly, Steel Connect’s revenue and profitability could suffer until other component sources can be developed.

Our subsidiaries do not have long-term contracts with all of their customers, and the loss of customers with which we do not have long-term contracts could materially adversely affect our financial condition, business and results of operations.

Our businesses are based primarily upon individual orders, sales and service agreements with customers and not long-term contracts. As such, these customers could cease buying products or using our services at any time, for any reason, and with little or no notice, and we will have no recourse in the event a customer no longer wants to purchase products from us or use our services. If a significant number of our customers reduce or elect not to purchase products or use our services, or we have to make price concessions in order to retain certain customers, it could materially adversely affect our financial condition, business and results of operations. In the event of termination, our subsidiaries’ contracts sometimes provide for fees for winding down the products or services, but these fees may not be sufficient for us to maintain the revenues associated with the canceled contract or to compensate for the losses incurred in finding replacement sources of revenue.

Failure to maintain effective internal control over financial reporting could result in material misstatements in our financial statements, and a failure to meet its reporting and financial obligations, each of which could adversely affect our results of operations and financial condition.

We have in the past, and may in the future, conclude that our internal controls and procedures over financial reporting were not effective. Several years ago we identified material weaknesses in our internal control over financial reporting which were remediated as of December 31, 2022. However, the use of such remediation measures may not be sufficient going forward, and any failure to maintain effective internal control could lead us to conclude that we have one or more material weaknesses in the future. Failure to maintain effective internal control or further revisions of our prior financial statements, among other things, could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common and preferred units and limit our ability to raise capital, may cause us to fail to meet our reporting obligations and may require us to incur additional costs to improve our internal control system. If we cannot provide reliable financial reports or prevent fraud and errors in our financial statements, our reputation and operating results could also be materially adversely affected. In addition, we could become subject to investigations by the stock exchange on which our securities are listed, the SEC and other regulatory authorities or private litigation, which could require additional financial and management resources. For more information, including on our remediation plan, see Part II, Item 9A, "Controls and Procedures."

Epidemics, pandemics, outbreaks of disease and other adverse public health developments have, and may in the future have, an adverse effect on our business, results of operations, financial condition and cash flows.

Epidemics, pandemics, outbreaks of novel diseases and other adverse public health developments in countries and states where we operate may arise at any time. Such developments, including the COVID-19 pandemic, have had, and in the future may have, an adverse effect on our business, results of operations, financial condition and cash flows. These effects include disruption in the global financial markets, reduced customer demand for our businesses’ products, disruption in or closures of our manufacturing operations or those of our customers and suppliers, delays and disruption in the supply chain, limited productivity and efficiency of our personnel, availability of qualified personnel and increased cybersecurity risks associated with remote working environments, could increase our costs, limit our ability to meet customer demand or otherwise have a material adverse effect on our business, results of operations, financial condition and cash flows. The extent to which our operating and financial results will be and may continue to be affected by public health emergencies will depend on various factors beyond our control, such as the continued severity and duration of the public health emergencies, including any sustained geographic resurgence; the emergence of new variants and strains of a contagious disease or virus; and the success of actions to contain or

control, such as the continued severity and duration of the public health emergencies, including any sustained geographic resurgence; the emergence of new variants and strains of a contagious disease or virus; and the success of actions to contain or mitigate the effects of the public health emergency. A public health emergency, and volatile regional and global economic conditions stemming from a public health emergency, may also magnify the impact of other risks described in this “"Risk Factors”" section.

The conflict in Ukraine and related price volatility and geopolitical instability could negatively impact our business.

In late February 2022, Russia launched significant military action against Ukraine. The conflict has caused, and could intensify, volatility in crude oil and natural gas, and the extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have a substantial negative impact on the global economy and/or our business for an unknown period of time. There is evidence that the increase in crude oil prices during the first half of calendar year 2022 was partially due to the impact of the conflict between Russia and Ukraine on the global commodity and financial markets, and in response to economic and trade sanctions that certain countries have imposed on Russia. Any such volatility and disruptions may also magnify the impact of other risks described in this “Risk Factors” section.

Loss of essential employees could have a significant negative impact on our business.

Our success is largely dependent on the skills, experience and efforts of our management and other employees. The loss of the services of one or more members of our senior management or of numerous employees with essential skills could have a negative effect on our business, financial condition and results of operations.

In particular, we rely on an adequate supply of skilled employees at our businesses. Trained and experienced personnel in our businesses’ industries are in high demand. We cannot predict whether we will be able to attract, motivate and maintain an adequate skilled workforce necessary to operate our existing and future businesses efficiently, or that labor expenses will not increase as a result of a shortage in the supply of skilled personnel and inflationary pressures on wages thereby adversely impacting our financial performance. While our businesses generally operate with high employee turnover, any material increases in employee turnover rates or any widespread employee dissatisfaction could also have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Structure

The unitholders have limited recourse to maintain actions against the General Partner, the Board of Directors, our officers and the Manager.

The Limited Partnership Agreement of SPLP, or the “Partnership Agreement,” contains broad indemnification and exculpation provisions that limit the right of a unitholder to maintain an action against the General Partner, the Board of Directors, our officers and the Manager, or to recover losses or costs incurred due to action or inaction by these parties which have a negative effect on the Company.

Our Partnership Agreement contains certain provisions that may limit the voting rights of some unitholders.

Our Partnership Agreement contains specific provisions that are intended to comply with regulatory limitations on the ownership of our securities as a result of our ownership of WebBank. Under the Partnership Agreement, a person or group that acquires beneficial ownership of 10% or more of the common units without the prior approval of the Board of Directors may lose voting rights with respect to all of its common units in excess of 9.9%.

We may have conflicts of interest with the minority shareholders of our businesses and decisions may need to be made by disinterested directors, without the participation of directors or officers associated with the Manager and the Company. These decisions may be different from the decisions we would make and may or may not be in the best interests of our unitholders.

Because we own less than 100% of certain affiliates, and we may engage in transactions with these affiliates from time to time, the boards of directors and officers of those businesses, including directors and officers associated with our Manager and the Company, have fiduciary duties to their respective shareholders. As a result, they may make decisions that are in the best interests of their shareholders generally but which are not necessarily in the best interest of our unitholders. In dealings with us, the directors and officers of our businesses may have conflicts of interest and decisions may have to be made without their

participation. Such decisions may be different from the decisions we would make and may not be in the best interests of our common and preferred unitholders, which may have an adverse effect on our business and results of operations.

There are certain interlocking relationships among us and certain affiliates of Warren G. Lichtenstein, our Executive Chairman, which may present potential conflicts of interest.

Warren G. Lichtenstein, our Executive Chairman and a substantial unitholder, is the Chief Executive Officer of our Manager. As of December 31, ~~2023~~2024, Mr. Lichtenstein directly owned approximately 34.72% of our outstanding common units. In addition, affiliates of our Manager, including Mr. Lichtenstein, beneficially own approximately 7584.9% of our outstanding common units, although Mr. Lichtenstein disclaims beneficial ownership of any common units not directly held by him. We have entered into transactions and/or agreements with these entities. There can be no assurance that such entities will not have interests in conflict with our own, or that Mr. Lichtenstein will not have interests different than those of our unitholders.

Certain members of our management team may be involved in other business activities that may involve conflicts of interest, possibly diverting their attention from the Company’s operations.

Certain individual members of our management team, including Warren G. Lichtenstein, our Executive Chairman, and Jack L. Howard, our President, may from time to time be involved in the management of other businesses, including those owned or controlled by our Manager and its affiliates. Accordingly, these individuals may focus a portion of their time and attention on managing these other businesses. Conflicts may arise in the future between our interests and the interests of the other entities and business activities in which such individuals are involved.

Risks Related to Our Manager

We depend on Warren G. Lichtenstein, the Chairman and Chief Executive Officer of the Manager, and Jack L. Howard, the President of the Manager, in running our businesses. The loss of their services could have a material adverse effect on our business, results and financial condition.

Our success depends on the efforts, skills, reputation and business contacts of Warren G. Lichtenstein, the Chairman and Chief Executive Officer of the Manager and Jack L. Howard, the President of the Manager. While the key members of the Manager have worked for the Manager and its affiliates for many years, our Manager does not have any employment agreements with any of the key members of its management team, and their continued service is not guaranteed. The loss of the services of Mr. Lichtenstein or Mr. Howard could have a material adverse effect on our asset values, revenues, net income and cash flows and could harm our ability to maintain or grow our existing operations or pursue additional opportunities in the future.

We cannot determine the amount of the Management Fee that will be paid or Class C partnership units that will be issued over time with any certainty.

The Manager is entitled to receive a fee (the "Management Fee") at an annual rate of 1.5% of total partners’' capital. Our total partners’' capital will be impacted by the performance of our businesses and other businesses we may acquire in the future, as well as the issuance of additional common or preferred units. Changes in our total partners’ capital and in the resulting Management Fee could be significant, resulting in a material adverse effect on our results of operations. In addition, if our performance declines, assuming our total partners’ capital remains the same, the Management Fee will increase as a percentage of our income. In addition, SPH SPV-I LLC, an affiliate of the Manager, holds incentive units which entitle the holder generally to share in 15% of the increase in the equity value of the Company, as calculated for the twenty trading days prior to each year end. The incentive units’ share of such appreciation is reflected by classifying a portion of the incentive units as Class C units of the Company. Any issuance of such Class C units will result in dilution to existing limited partners’' holdings in the Company. As of the annual measurement date on December 31, 2024, 76,323 incentive units vested. The incentive units are expected to be issued in the first quarter of our fiscal year ending December 31, 2025 and subsequently automatically convert into the same number of common units.

Our Manager’s liability is limited under the Management Agreement, and we have agreed to indemnify our Manager against certain liabilities. Such indemnification may incentivize our Manager to take unnecessary risks with respect to actions for which it will be indemnified.

Under the Management Agreement, our Manager, its members, officers, employees, affiliates, agents and legal representatives are not liable for, and we have agreed to indemnify such persons from, any loss or expense, including without limitations, any judgment, settlement, reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any actual or threatened proceeding, other than losses resulting from willful misconduct or gross negligence in the performance of such indemnified person’s obligations and duties. Such indemnification may incentivize our Manager to take unnecessary risks with respect to actions for which it will be indemnified.

The Partnership Agreement limits the General Partner’s fiduciary duties to our unitholders.

The Partnership Agreement contains provisions that modify and reduce the fiduciary standards to which the General Partner otherwise would be held by state fiduciary duty law. For example, our ~~limited~~Partnership ~~partnership~~Agreement ~~agreement~~ provides that when our General Partner is acting in its individual capacity, as opposed to in its capacity as our General Partner, it may act without any fiduciary obligations to holders of our units, whatsoever. When our General Partner, in its capacity as our general partner, is permitted or required to make a decision in its "sole discretion" or "discretion" or that it deems "necessary or appropriate" or "necessary or advisable," then, except as otherwise provided in our ~~limited~~Partnership ~~partnership agreement~~Agreement, our General Partner will be entitled to consider only such interests and factors as it desires and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any holder of our units and will not be subject to any different standards imposed by our ~~limited~~Partnership ~~partnership agreement~~Agreement, the Delaware Limited Partnership Act, or under any other law, rule or regulation or in equity. These standards reduce the obligations to which our General Partner would otherwise be held.

The above modifications of fiduciary duties are expressly permitted by Delaware law. Hence, we and holders of our units will only have recourse and be able to seek remedies against our General Partner if our General Partner breaches its obligations pursuant to our limited ~~partnership~~Partnership ~~agreement~~Agreement. Unless our General Partner breaches its obligations pursuant to our ~~limited~~Partnership ~~partnership agreement~~Agreement, we and holders of our units will not have any recourse against our General Partner even if our General Partner were to act in a manner that was inconsistent with traditional fiduciary duties. Furthermore, even if there has been a breach of the obligations set forth in our ~~limited~~Partnership ~~partnership agreement~~Agreement, our ~~limited~~Partnership ~~partnership~~Agreement ~~agreement~~ provides that our General Partner and its officers and directors will not be liable to us or holders of our units for errors of judgment or for any acts or omissions unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that our General Partner or its officers and directors acted in bad faith or engaged in fraud or willful misconduct. These provisions restrict the remedies available to unitholders for actions that without such limitations might constitute breaches of duty including fiduciary duties.

unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that our General Partner or its officers and directors acted in bad faith or engaged in fraud or willful misconduct. These provisions restrict the remedies available to unitholders for actions that without such limitations might constitute breaches of duty including fiduciary duties.

Risks Related to Our Common and Preferred Units

We may issue additional common or preferred units, or other series of units, in the future without the consent of unitholders and at a discount to the market price of such units. In particular, sales of significant amounts of the common or preferred units may cause the respective prices of the units to decline.

Under the terms of the Partnership Agreement, additional common or preferred units, or additional series of units, may be issued without the consent of unitholders at a discount to the market price. In addition, other classes of securities may be issued with rights that are senior to or which otherwise have preferential rights to the rights of the common and preferred units. Sales of significant amounts of the common or preferred units in the public market or the perception that such sales of significant amounts may occur could adversely affect their respective market prices. Moreover, the perceived risk of any potential dilution could cause common or preferred unitholders to attempt to sell their units and investors to “short” the common or preferred units, a practice in which an investor sells units that he or she does not own at prevailing market prices, hoping to purchase units later at a lower price to cover the sale. Any event that would cause the number of common or preferred units being offered for sale to increase would likely cause the respective units’ market price to further decline. These sales might also make it more difficult for us to sell additional common or preferred units in the future at a time and price that we deem appropriate.

Transfer restrictions contained in the Company’s Partnership Agreement and other factors could hinder the development of an active market for our common or preferred units.

There can be no assurance as to the volume of our common or preferred units or the degree of price volatility for our common and preferred units traded on the New York Stock Exchange. There are transfer restrictions contained in the Company's Partnership Agreement to help protect the tax benefits of the net operating loss ("NOL") carryforwards of certain of the Company’s corporate subsidiaries and other portfolio companies, and such transfer restrictions could hinder development of an active market for our common and preferred units. Unless renewed, the transfer restrictions will expire on June 1, 2025.

The preferred units give the holders thereof liquidation and distribution preferences over our common unitholders.

We currently have one series of preferred units outstanding. All of these units rank senior to the common units with respect to distribution rights and rights upon liquidation. Subject to certain exceptions, as long as any preferred units remain outstanding, we may not declare any distribution on our common units unless all accumulated and unpaid distributions have been declared and paid on the preferred units. In the event of our liquidation, winding-up or dissolution, the holders of the preferred units would have the right to receive proceeds from any such transaction before the holders of the common units. The payment of the liquidation preference could result in common unitholders not receiving any consideration if we were to liquidate, dissolve or wind up, either voluntarily or involuntarily.

preferred units would have the right to receive proceeds from any such transaction before the holders of the common units. The payment of the liquidation preference could result in common unitholders not receiving any consideration if we were to liquidate, dissolve or wind up, either voluntarily or involuntarily.

Risks Related to Taxation

All statutory references in this section are to the Internal Revenue Code of 1986, as amended, or the "Code."

Our common unitholders may be subject to U.S. federal, state and other income tax on their share of our taxable income, regardless of whether they receive any cash distributions from us.

As long as the Company is treated for U.S. federal income tax purposes as a partnership and not as a publicly traded partnership taxable as a corporation, our common unitholders will be subject to U.S. federal, state, local and possibly, in some cases, foreign income tax on their allocable share of our taxable income, whether or not they receive cash distributions from us. Distributions to a unitholder will generally be taxable to the unitholder for U.S. federal income tax purposes only to the extent the amount distributed exceeds the unitholder’s tax basis in the unit, in contrast with the treatment of a shareholder in a corporation, who will generally report a distribution of earnings from the corporation as dividend income for U.S. federal income tax purposes. In contrast, unitholders who receive a distribution of earnings from the Company will not report the distribution as dividend income but will instead report the holder’s allocable share of the Company’s items of income, gain, loss, deduction, and credit for U.S. federal income tax purposes.

Any future determination to declare distributions on the Company’s common units will remain at the discretion of the Board of Directors of the General Partner and is separately determined regardless of the allocation of taxable income. Accordingly, our common unitholders may be required to make tax payments in connection with their ownership of common units that exceed their cash distributions in any given year. Common unitholders may not receive cash distributions equal to their allocable share of our net taxable income or gain, or even the amount of their U.S. federal, state, and local income tax liability that results from that income or gain. To the extent taxable income is allocated to unitholders in excess of the cash distributions made, the excess amount would typically be applied to increase the tax basis of unitholders’ investment in the Company under applicable U.S. federal income tax laws.

Items of income, gain, loss and deduction with respect to the units could be reallocated if the IRS does not accept the assumptions or conventions used by the Company in allocating such items.

U.S. federal income tax rules applicable to partnerships are complex and often difficult to apply to publicly traded partnerships. The Company will apply certain assumptions and conventions in an attempt to comply with applicable rules and to report items of income, gain, loss and deduction to unitholders in a manner that reflects the unitholders’ beneficial interest in such tax items, but these assumptions and conventions may not be in compliance with all aspects of the applicable tax requirements. It is possible that the U.S. Internal Revenue Service (the "IRS") will successfully assert that the conventions and assumptions used by the Company do not satisfy the technical requirements of the Code or the Federal Tax Regulations codified under 26 C.F.R., referred to herein as the Treasury Regulations, and could require that items of income, gain, loss and deduction be adjusted or reallocated in a manner that adversely affects one or more unitholders.

The Company and its current unitholders may be liable for adjustments to the Company's prior year tax returns as a result of centralized partnership audit procedures.

For tax years beginning on or after January 1, 2018, the Company is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the "Centralized Partnership Audit Regime"). Under the Centralized Partnership Audit Regime, any IRS audit of the Company would be conducted at the Company level, and if the IRS determines an adjustment is warranted, the default rule is that the Company would pay an "imputed underpayment" including interest and penalties, if applicable, resulting from such adjustment. The Company may instead elect to make a "push-out" election, in which case the partners for the year that is under audit would be required to take into account the adjustment on their own income tax returns and the Company would not be liable for such adjustments. There can be no assurance that the Company will be eligible to make such an election or that the Company will, in fact, make such an election for any given adjustment. If the Company is not able to or otherwise does not make such an election, then our then-current unitholders, in the aggregate, could indirectly bear income tax liabilities in excess of the aggregate amount of taxes that would have been due had the Company elected the alternate procedure, and then-current unitholders may bear taxes attributable to income allocable to other unitholders or former unitholders, including taxes (as well as penalties and interest, if applicable) with respect to periods prior to such holder’s ownership of common units. Amounts available for distribution to our unitholders may be reduced as a result of our obligation to pay taxes associated with an adjustment.

Amounts available for distribution to our unitholders may be reduced as a result of our obligation to pay taxes associated with an adjustment.

Changes in tax rates, laws or regulations, including U.S. government tax reform, could have a negative impact on our results of operations.

The Company and its subsidiaries are subject to taxation in the U.S. and foreign jurisdictions., ~~Changes~~and changes in various tax laws can and do occur. For example, ~~tax legislation was enacted~~ on December 22, 2017, the U.S. enacted tax reform that, ~~among~~made ~~other~~substantial ~~things~~changes to the Code, ~~reduced~~including (i) a reduction in the U.S. corporate income tax rate from 35% to 21% ~~but~~beginning ~~also~~in ~~limited~~2018, (ii) limitation of annual deductions for interest ~~deductions~~net ~~and~~expense to no more than 30% of our "adjusted taxable income" plus 100% of our business interest income for the ~~use~~year and (iii) permitting a taxpayer to offset only 80% (rather than 100%) of its taxable income with any U.S. NOLs togenerated ~~offset~~for taxable ~~income~~years beginning after 2017. The U.S. Department of the Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how we will apply the law and impact our results of operations in the period issued, and while Treasury Regulations and other guidance have been issued to provide clarification, certain aspects of this law remain unclear. In addition, on August 16, 2022, the U.S. enacted the Inflation Reduction Act ("IRA"), which, among other provisions, imposes a 15% minimum tax on the adjusted financial statement income of certain large corporations and a 1% excise tax on corporate stock repurchases by U.S. publicly traded corporations and certain U.S. subsidiaries of non-U.S. publicly traded corporations~~, as well as significant enhancements of U~~.S. ~~tax incentives relating to climate and energy investments.~~ Although no material impact is ~~currently~~ expected, the full effect of these and other tax legislation ~~in the U.S. and other jurisdictions~~ on the operations of the Company and its subsidiaries is uncertain, and may impact the Company’'s financial results. Under various provisions of the Code and relevant case law, the IRS has also become increasingly aggressive in deploying "soft doctrines" to challenge transactions as prioritizing form over economic substance and being motivated by tax ~~considerations. The application of these doctrines is often uncertain and could produce adverse tax results with respect to transactions in which we engage.~~

Additionally, longstanding international tax norms that determine each country's jurisdiction to tax cross-border international trade are subject to potential evolution. In connection with the Base Erosion and Profit Shifting Integrated Framework provided by Organization for Economic Cooperation and Development (the "OECD"), the OECD recently reached agreement to align countries on a minimum corporate tax rate and an expansion of the taxing rights of market countries, and therefore, determination of multi-jurisdictional taxation rights and the rate of tax applicable to certain types of income may be subject to potential change. There can be no assurance that future changes to the U.S. federal, state and local and foreign tax laws will not be proposed or enacted that could materially or adversely impact our business or financial results. If and when any or all of these changes are put into effect, they could result in tax increases where we do business both in and outside of the United States, and could have a material adverse effect on the results of our operations.26

considerations. The application of these doctrines is often uncertain and could produce adverse tax results with respect to transactions in which we engage.

Additionally, longstanding international tax norms that determine each country's jurisdiction to tax cross-border international trade are subject to potential evolution. In connection with the Base Erosion and Profit Shifting Integrated Framework provided by Organization for Economic Cooperation and Development (the "OECD"), in October 2021 over 135 jurisdictions agreed to align on a minimum corporate tax rate and an expansion of the taxing rights of market countries, and therefore determination of multijurisdictional taxation rights and the rate of tax applicable to certain types of income may be subject to potential change. There can be no assurance that future changes to the U.S. federal, state, local and foreign tax laws will not be proposed or enacted that could materially or adversely impact our business or financial results. If and when any or all of these changes are put into effect, they could result in tax increases where we do business both in and outside of the United States, and could have a material adverse effect on the results of our operations.

Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes and is not assured. If we are taxed as a corporation for U.S. federal income tax purposes, it could adversely impact our results of operations.

A partnership generally is not a taxable entity under U.S. federal income tax law, and distributions by a partnership to a partner are generally not taxable to the partnership or the partner unless the amount of money distributed to such partner exceeds the partner’s adjusted basis in its partnership interest. Section 7704 generally provides that publicly traded partnerships are taxed as corporations. However, an exception, referred to as the "Qualifying Income Exception," exists with respect to publicly traded partnerships of which 90% or more of the gross income of such partnership for every taxable year consists of “qualifying income” as defined in the Code, and for whom registration is not required under the Investment Advisers Act. We intend to manage our affairs so that we will meet the Qualifying Income Exception for our current taxable year and each succeeding tax year. Nonetheless, there can be no assurance that the IRS will not disagree with the positions we take or that there will not be changes in our business or to U.S. federal income tax laws that could cause us to be treated as a corporation for U.S. federal income tax purposes or otherwise subject us to U.S. federal income taxation as an entity.

If we were taxed as a corporation, among other things, (i) our net income would be taxed at corporate income tax rates, which is currently 21%, and we would likely pay state income tax at varying rates, thereby substantially reducing our profitability, (ii) no income, gains, losses or deductions would flow through to our unitholders and (iii) distributions to our common unitholders generally would constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles) and would be taxable as such. Because a tax would be imposed upon us as a corporation, our cash available for distribution to a unitholder would be substantially reduced. Therefore, treatment of us as a corporation for U.S. federal income tax purposes would result in a material reduction in the anticipated cash flow and after-tax return to a unitholder, likely causing a substantial reduction in the value of our units.

Our structure involves complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available.

The U.S. federal income tax treatment of our common unitholders depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. The U.S. federal income tax rules are constantly under review by persons involved in the legislative process, the Internal Revenue Service, and the U.S. Department of Treasury, frequently resulting in revised interpretations of established concepts, statutory changes, revisions to regulations, and other modifications and interpretations. The present U.S. federal income tax treatment of owning our common units reflected herein may be modified by administrative, legislative, or judicial interpretation at any time, and any such action may affect investments and commitments previously made.

~~available.~~Subsidiary ~~The~~Partnership, ~~U.S.~~or ~~federal~~while ~~income~~they ~~tax~~were ~~rules~~held ~~are~~by ~~constantly~~the ~~under~~Subsidiary ~~review~~Partnership, byto ~~persons~~account ~~involved~~for in the ~~legislative~~difference ~~process,~~between the ~~Internal~~tax ~~Revenue~~basis ~~Service,~~ and fair market value of such assets at the Utime of a mark-to-market event.S. ~~Department~~We ofintend ~~Treasury~~generally to make allocations under Section 704(c) to our common unitholders in accordance with their respective percentage interests. However, ~~frequently~~built-in ~~resulting~~gain or built-in ~~revised~~loss ~~interpretations~~in ofexistence ~~established~~and ~~concepts~~allocable to the assets we contributed to the Subsidiary Partnership, ~~statutory~~when ~~changes~~recognized, ~~revisions~~will be allocated to ~~regulations,~~our ~~and~~common ~~other~~unitholders ~~modifications~~as ~~and~~of ~~interpretations~~the contribution date. ~~The~~We ~~present~~intend ~~U.S.~~to ~~federal~~prepare ~~income~~our tax ~~treatment~~returns ofon ~~owning~~the ~~our~~basis that buyers of common units ~~reflected~~from ~~herein~~such ~~may~~unitholders bewill ~~modified~~not byinherit ~~administrative,~~such ~~legislative,~~unitholders' built-in gains or ~~judicial~~built-in ~~interpretation~~losses atas ~~any~~of ~~time~~that date as a result of the election under Section 754. However, ~~and~~it ~~any~~is ~~such~~not ~~action~~clear ~~may~~whether ~~affect~~this ~~investments~~position ~~and~~will ~~commitments~~be ~~previously~~upheld ~~made~~if challenged by the IRS. While we believe it represents the right result, there is no law directly on point.

Our Partnership Agreement permits our General Partner to modify it from time to time, including the allocation of items of income, gain, loss and deduction (including unrealized gain and unrealized loss to the extent allowable under U.S. federal income tax law), without the consent of our unitholders, to address certain changes in U.S. federal income tax regulations, legislation or interpretation or to preserve the uniformity of our common units. In some circumstances, such revisions could have a material adverse impact on some or all common unitholders. In addition, we formed a subsidiary partnership, to which we contributed certain of our assets (the "Subsidiary Partnership"). To preserve the uniformity of common units, we (but not the Subsidiary Partnership) made an election permitted under Section 754, and we will adopt the remedial allocation method under Section 704(c) with respect to items of income, gain, loss and deduction attributable to assets contributed to us (which we will contribute to the Subsidiary Partnership), to account for any difference between the tax basis and fair market value of such assets at the time of contribution, or attributable to the "book-up" or "book-down" of our assets prior to their contribution to the Subsidiary Partnership, or while they were held by the Subsidiary Partnership, to account for the difference between the tax basis and fair market value of such assets at the time of a mark-to-market event. We intend generally to make allocations under Section 704(c) to our common unitholders in accordance with their respective percentage interests. However, built-in gain or built-in loss in existence and allocable to the assets we contributed to the Subsidiary Partnership, when recognized, will be allocated to our common unitholders as of the contribution date. We intend to prepare our tax returns on the basis that buyers of common units from such unitholders will not inherit such unitholders' built-in gains or built-in losses as of that date as a result of the election under Section 754. However, it is not clear whether this position will be upheld if challenged by the IRS. While we believe it represents the right result, there is no law directly on point.

Tax-exempt entities and non-U.S. persons face unique tax issues from owning common units that may result in adverse tax consequences to them.

A holder of common units that is a tax-exempt organization may be subject to U.S. federal income taxation to the extent that its allocable share of our income consists of unrelated business taxable income ("UBTI"). A tax-exempt partner of a partnership may be treated as earning UBTI if the partnership regularly engages in a trade or business that is unrelated to the exempt function of the tax-exempt partner, if the partnership derives income from debt-financed property (as we may borrow money) or if the tax-exempt organization’s partnership interest itself is debt-financed. Further, with respect to taxable years beginning after December 31, 2017, a tax-exempt entity with more than one unrelated trade or business (including by attribution from investment in a partnership such as ours that is engaged in one or more unrelated trades or businesses) may be required to compute the UBTI of such tax-exempt entity separately with respect to each such trade or business (including for purposes of determining any net operating loss deduction). As a result, it may not be possible for tax-exempt entities to utilize losses from an investment in our partnership to offset unrelated business taxable income from another unrelated trade or business or vice versa.

If we are engaged in a U.S. trade or business, distributions to non-U.S. persons generally will be reduced by withholding taxes at the highest applicable effective tax rate, and non-U.S. persons generally will be required to file U.S. federal tax returns and pay tax on their share of our taxable income. Gain recognized from a sale or other disposition of our common units by a non-U.S. person may be subject to federal income tax as income effectively connected with a U.S. trade or business. Moreover, the transferee of our units (or the transferee's broker, if applicable) is generally required to withhold 10% of the amount realized by the transferor unless the transferor certifies that it is not a non-U.S. person. Recent final Treasury Regulations provide for the application of this withholding rule to open market transfers of interests in publicly traded partnerships beginning on January 1, 2023. Under these regulations, the "amount realized" for purposes of this withholding is the gross proceeds paid or credited upon the transfer.

Our interests in certain of our businesses are held in intermediate holding companies treated as corporations for U.S. federal income tax purposes; such corporations may be liable for significant taxes and may create other adverse tax consequences, which could potentially adversely affect the value of our common units.

The Company holds its interest in certain of our businesses through intermediate holding companies treated as corporations for U.S. federal income tax purposes. The intermediate holding companies are generally liable for U.S. federal income tax at regular rates on all of their taxable income as well as applicable state, local, and other taxes. These taxes reduce the amount of distributions available to be made on our common units. In addition, these taxes may be increased if the IRS or state tax authorities were to successfully reallocate deductions or income of the related entities conducting our business, which would likewise reduce the amount of cash available for distributions to holders of our common units and adversely affect the value of an investment in the Company.

likewise reduce the amount of cash available for distributions to holders of our common units and adversely affect the value of an investment in the Company.

Our subsidiaries may not be able to fully utilize their tax benefits, which could result in increased cash payments for taxes in future periods.

The past operations of certain of our subsidiaries and portfolio companies have generated significant net operating losses ("NOLs") and other tax benefits. NOLs may be carried forward to offset federal and state taxable income in future years and reduce the amount of cash paid for income taxes otherwise payable on such taxable income, subject to certain limitations and adjustments. If fully utilized, our subsidiaries’ NOLs and other carryforwards could provide them with significant tax savings in future periods. Their ability to utilize these tax benefits in future years will depend upon their ability to generate sufficient taxable income and to comply with the rules relating to the preservation and use of NOLs, as well as potential future changes in tax laws. The potential benefit of the NOLs and other carryforwards may be limited or permanently lost as a result of the following:

•the inability to generate sufficient taxable income in future years to use such benefits before they expire as NOLs generated for taxable years beginning on or before December 31, 2017, have a limited carryforward period;28

•athe ~~change~~inability into ~~control~~generate ofsufficient ~~our~~taxable ~~subsidiaries~~income ~~that~~in ~~would~~future ~~trigger~~years ~~limitations~~to onuse ~~the~~such ~~amount~~benefits ofbefore ~~taxable~~they ~~income~~expire inas ~~future~~NOLs ~~years~~generated ~~that~~in ~~may~~tax beyears ~~offset~~beginning byon ~~NOLs~~or ~~and~~before ~~other~~December ~~carryforwards~~31, ~~that~~2017, ~~existed~~have ~~prior~~a tolimited ~~the~~carryforward ~~change in control~~period; ~~and~~

•a change in control of our subsidiaries that would trigger limitations on the amount of taxable income in future years that may be offset by NOLs and other carryforwards that existed prior to the change in control; or

•examinations and audits by the IRS and other taxing authorities that could reduce the amount of NOLs and other credit carryforwards that are available for future years.

Certain of our subsidiaries maintain valuation allowances against their NOLs and other carryforwards due to uncertainty regarding their ability to generate sufficient taxable income in future periods to utilize such NOLs. Their inability to utilize the NOLs and other carryforwards could result in increased cash payments for taxes in future periods.

Holders of our common units may be subject to state, local, and foreign taxes and return filing requirements as a result of owning such units.

In addition to U.S. federal income taxes, holders of our common units may be subject to other taxes, including state, local, and foreign taxes and estate, inheritance, or intangible taxes that are imposed by the various jurisdictions in which we do business or own property now or in the future, even if the holders of our common units do not reside in any of those jurisdictions. Holders of our common units may be required to file state and local income tax returns and pay state and local income taxes in some or all of these jurisdictions in the U.S. and abroad. Further, holders of our common units may be subject to penalties for failure to comply with those requirements. It is the responsibility of each unit holder to file all U.S. federal, state, local, and foreign tax returns that may be required of such unit holder.

The Company may not be able to furnish to each unitholder specific tax information within 90 days after the close of each calendar year, which means that holders of common units who are U.S. taxpayers should anticipate the need to file annually a request for an extension of the due date for their income tax returns.

As a publicly traded partnership, our operating results, including distributions of income, dividends, gains, losses, or deductions, and adjustments to carrying basis, will be reported on Schedule K-1 and distributed to each unitholder annually. It may require longer than 90 days after the end of our fiscal year to obtain the requisite information from all lower-tier entities so that Schedule K-1s may be prepared for the unitholders. Consequently, holders of common units who are U.S. taxpayers should anticipate the need to file annually with the IRS (and certain states) a request for an extension past the applicable due date of their income tax return for the taxable year.

In addition, each unitholder generally is required to file U.S. federal and state tax returns consistently with the information provided by us for the taxable year for all relevant tax purposes. In preparing this information, we will use various accounting and reporting conventions to determine each unitholder’s share of income, gain, loss, deduction, and credit. The IRS or state tax authorities may successfully contend that certain of these reporting conventions are impermissible, which could result in an adjustment to such holder’s income or loss and could result in an increase in overall tax due.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

The Audit Committee ("Audit Committee") of the Company’s Board of Directors (the "Board") is involved in the oversight of the Company's enterprise risk management program, including risks of cybersecurity threats. In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on ensuring each operating company is implementing effective and efficient controls, technologies, and other processes to assess, identify, prevent and mitigate cybersecurity threats and effectively respond to cybersecurity incidents when they occur.

Cybersecurity risk management and strategy

Each operating company assesses its own cybersecurity risk profile and designs and implements technical safeguards and other risk management policies; however, as one of the critical elements of the Company's overall enterprise risk management approach, the Company’'s cybersecurity program to which all operating companies are a part, includes:

•Collaboration: Through ongoing communications with management and the Company's IT department, each operating company's IT department monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents applicable to the particular operating company in real time, and reports such threats and incidents to the Data Breach Response Team, who will then report to the Audit Committee when appropriate.29

•Technical Safeguards: Although each operating company assesses and implements its appropriate technical safeguards for its business, generally the Company deploys technical safeguards that are designed to protect the Company's information systems from cybersecurity threats such safeguards are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

•Incident Response and Recovery Planning: The Company has established and maintains comprehensive incident response and recovery plans that address the Company's response to a cybersecurity incident. The Company has adopted a Cybersecurity Incident Policy and has established a ~~Data~~Corporate ~~Breach~~Cyber ~~Response~~Security Incident Team to timely, consistently, and compliantly address cybersecurity threats that may occur despite the Company's safeguards.

•Outside Consultants: The Company engages various outside consultants, including forensic specialists, public relations and data breach resolutions firms, outside attorneys and other third parties, to among other things, obtain information of a cybersecurity incident and isolate compromised systems and electronic data from further exposure; and determine and execute mitigation and remediation options and plans.

•Education and Awareness: The Company provides awareness training to its personnel regarding cybersecurity threats to help identify, avoid and mitigate cybersecurity threats, and to communicate the Company's evolving information security policies, standards, processes and practices.

Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company or its financial position, results of operations and/or cash flows.

Governance

As discussed above, the Board has delegated to the Audit Committee the responsibility for monitoring and overseeing the Company's overall cybersecurity and other information technology risks, controls, strategies and procedures. The Audit Committee periodically evaluates the Company's (and each operating company's) information security strategies to ensure its effectiveness. The Company's management reports to the Audit Committee as part of every quarterly scheduled meeting of the Audit Committee (or more frequently, as needed) regarding technological risk exposure and cybersecurity risk management strategy. In addition, the full Board may review and assess cybersecurity risks as part of its responsibilities for oversight of the Company’s broad enterprise risk management program.

The Company's IT department, in coordination with the Company's legal department, General Counsel ("GC"), Chief Financial Officer ("CFO"), Senior Vice President of Finance ("SVP Finance") and as needed each operating company's IT department (collectively, the "Data Breach Response Team"), works collaboratively to promptly respond to any cybersecurity incidents in accordance with the Company's Cybersecurity Incident Policy. The Company's response planning is reviewed annually and kept up to date with industry developments.

Management's Expertise

The Company's Senior Vice President, Information Technology, holds a Master's degree in business administration and industrial psychology. He has served in various roles in information technology for over 2627 years. Staying informed on developments in the cyber industry is crucial to the Company's effective prevention, detection, mitigation and remediation of any cybersecurity incidents.

developments in the cyber industry is crucial to the Company's effective prevention, detection, mitigation and remediation of any cybersecurity incidents.

Item 2. Properties

At December 31, ~~2023~~2024, we operated in 8990 locations consisting of manufacturing facilities, warehouses, offices, sales, service and laboratory spaces throughout the United States and internationally. Of these, we owned 2625 locations consisting of approximately 2.31 million square feet and leased space at 6365 locations consisting of approximately 23.90 million square feet.

At December 31, ~~2023~~2024 we had major operations at the following locations:

•Diversified Industrial - Camden, Delaware; Brewster, New York; Bristol, Pennsylvania; Addison and Glendale Heights, Illinois; Evansville, Indiana; Agawam, Massachusetts; Rockford, Minnesota; St. Louis, Missouri; Charlotte and Statesville, North Carolina; Anderson, South Carolina; Cudahy, Muskego and Pleasant Prairie, Wisconsin; Warwick, Rhode Island; Laval, Canada; Matamoros, Mexicali and Tecate, Mexico; Welham Green and Blackwood, United Kingdom; Freiburg and Pansdorf, Germany; Riberac, France; and Suzhou, China.

•Energy - The Energy business owns office space in Arnegard and Williston, North Dakota; Farmington, New Mexico; and Andrews, Texas; and leases office space in Johnstown, Colorado and Midland, Texas. Steel Sports leases space in Yaphank, New York and Johnstown, Colorado for its baseball service operations and office space in Virginia Beach, Virginia.30

•Energy - The Energy business owns office space in Williston, North Dakota; Farmington, New Mexico; and Andrews, Texas; and leases office space in Johnstown, Colorado and Midland, Texas. Steel Sports leases space in Yaphank, New York and Johnstown, Colorado for its baseball service operations and office space in Virginia Beach, Virginia; and Somerville, NJ.

•Financial Services - Salt Lake City, Utah; Summit, New Jersey; Denver, Colorado; and Miami, Florida.

•Supply Chain - ModusLink leases space in Miami, Florida; Smyrna, Tennessee; Tlaquepaque, Zapopan and Apodaca, Mexico; Milperra, Australia; Chongqing, Kunshan, Shanghai and Shenzhen, China; ~~Atsugi, Japan;~~ Penang, Malaysia; Singapore; Apeldoorn and Venray, Netherlands; Brno, Czech Republic; Cork and Kildare, Ireland; and Phan Thong, Thailand.

•Corporate – New York, New York; Hermosa Beach, California; and Miami, Florida.

Management believes all of our properties have been well maintained, are in good condition and are adequate and suitable for our business as presently conducted.

Item 3. Legal Proceedings

In the ordinary course of our business, the Company is subject to periodic lawsuits, investigations, claims and proceedings, including, but not limited to, contractual disputes, employment, environmental, health and safety matters, claims associated with our historical acquisitions and divestitures, and other legal proceedings. For more information on material legal proceedings which are ongoing or recently resolved, see "Litigation Matters" in Note 19 - "Commitments and Contingencies" to the Consolidated Financial Statements, included in Part II, Item 8, Financial Statements and Supplementary Data, of this Report. For an additional discussion of certain risks associated with legal proceedings, see also Part I, Item 1A, "Risk Factors" of this Report.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

~~As of December 31, 2023, we had 21,296,067 common units issued and outstanding.~~ Our common units, no par value, are ~~quoted~~listed on the New York Stock Exchange under the symbol "SPLP."

Holders

As of December 31, ~~2023~~2024, there were approximately ~~119~~96 unitholders of record, including Cede & Co., the nominee of the Depository Trust Company. The number of record holders may not be representative of the number of beneficial owners of our common ~~stock~~units, whose ~~shares~~units are held in street name by banks, brokers and other nominees.

Dividends

We do not pay any dividends on our common units and do not anticipate declaring or paying any cash dividends on our common units in the foreseeable future. Payment of future dividends on our common units, if any, will be at the discretion of our Board of Directors, after taking into account various factors, including our financial condition, operating results, any restrictions on payment of dividends under our credit facilities, current and anticipated cash needs and plans for expansion.

Equity Performance Graph

Consistent with the rules applicable to "Smaller Reporting Companies," we have elected scaled disclosure reporting, and therefore have omitted information required by this Item.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

The Board of Directors has approved the repurchase of up to an aggregate of 89,~~770~~520,240 of the Company's common units (the "Repurchase Program")~~, which is inclusive of 1,000,000 common units approved in May 2023~~. Any purchases made under the Repurchase Program will be made from time to time on the open market or in negotiated transactions off the market, in compliance with applicable laws and regulations. The timing, manner, price and amount of any repurchase will depend on economic and market conditions, share price, trading volume, applicable legal requirements and other factors. In connection with the Repurchase Program, the Company may enter into a stock purchase plan. The Repurchase Program has no termination date. During the year ended December 31, 2023, the Company purchased 462,628 common units for an aggregate purchase price of $20,040. From the inception of the Repurchase Program until December 31, 2023 the Company had purchased 7,808,620 common units for an aggregate purchase price of approximately $164,398. As of December 31, 2023, there remained 961,620 units that may yet be purchased under the Repurchase Program.

~~The~~During ~~following~~the ~~table~~year ~~provides~~ended ~~information~~December ~~about~~31, ~~our~~2024, ~~repurchases~~the ofCompany purchased 2,360,634 common units for an aggregate purchase price of $109,411. Under the Repurchase Program, during the ~~quarter~~year ended December 31, ~~2023.~~2024, ~~During~~the ~~that~~Company ~~period~~purchased 1,092,831 wecommon ~~did~~units ~~not~~for ~~act~~an inaggregate ~~concert~~purchase ~~with~~price ~~any~~of ~~affiliate~~$46,021. orFrom ~~any~~the ~~other~~inception ~~person~~of tothe ~~acquire~~Repurchase ~~any~~Program ofuntil ~~our~~December ~~common~~31, ~~stock~~2024 ~~and,~~the ~~accordingly~~Company had purchased 8,901,451 wecommon dounits ~~not~~for ~~believe~~an ~~that~~aggregate ~~purchases~~purchase byprice ~~any~~of ~~such~~approximately ~~affiliate~~$210,418. orAs ~~other~~of ~~person~~December ~~(if~~31, ~~any)~~2024, ~~are~~there ~~reportable~~remained in618,789 units that may yet be purchased under the ~~following~~Repurchase ~~table~~Program.

Period	Total number of units purchased	Average price paid per unit		Total number of units purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of units that may yet be purchased under the plans or programs
October 1-31, 2023	—	$	—	—	969,632
November 1-30, 2023	2,156	$	38.80	2,156	967,476
December 1-31, 2023	5,856	$	39.00	5,856	961,620
Total	8,012			8,012

In addition to common units repurchased under the Repurchase Program, on September 1, 2024, the Company's Board of Directors approved the Company entering into a purchase agreement with the Hale Entities pursuant to which the Company purchased an aggregate of 1,267,803 common units from the Hale Entities for an aggregate purchase price of $63,390.

The following table provides information about our repurchases of common units during the quarter ended December 31, 2024. During that period, we did not act in concert with any affiliate or any other person to acquire any of our common stock and, accordingly, we do not believe that purchases by any such affiliate or other person (if any) are reportable in the following table.


Period	Total number of units purchased	Average price paid per unit		Total number of units purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of units that may yet be purchased under the plans or programs
October 1-31, 2024	—	$	—	—	720,463
November 1-30, 2024	98,764	$	42.72	98,764	621,699
December 1-31, 2024	2,910	$	41.52	2,910	618,789
Total	101,674			101,674

Item 6. [Reserved]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes thereto that are available elsewhere in this Report. The following is a discussion and analysis of SPLP's consolidated results of operations for the years ended December 31, ~~2023~~2024 and ~~2022~~2023. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, particularly in Part I, Item 1A, "Risk Factors". All monetary amounts used in this discussion are in thousands, except common and preferred units, per common and preferred unit, and per share data.

addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, particularly in Part I, Item 1A, "Risk Factors". All monetary amounts used in this discussion are in thousands, except common and preferred units, per common and preferred unit, and per share data.

Business Segments

SPLP operates through the following segments: Diversified Industrial, Energy, Financial Services and Supply Chain, which are managed separately and offer different products and services. Corporate and Other consists of several consolidated subsidiaries, including Steel Services, equity method and other investments, and cash and cash equivalents. Its income or loss includes certain unallocated general corporate expenses. For a more complete description of the Company's segments, see Part I, Item 1, "Business - Products and Product Mix" found elsewhere in this Report.

Significant Developments

Following is a summary of significant developments that have impacted the Company in ~~2023~~2024 and early ~~2024~~2025. For additional discussion of these matters, please see the Company's Consolidated Financial Statements, included in Part II, Item 8, Financial Statements and Supplementary Data, of this Report.

~~STCN~~Steel Connect Transfer and Exchange Agreement

On April 30, 2023, the Company and Steel Connect, Inc., executed a series of agreements, in which the Company and certain of its affiliates (the "Steel Partners Group") transferred an aggregate of 3,597,744 shares of common stock, par value $0.10 per share, of Aerojet Rocketdyne Holdings, Inc. ("Aerojet") held by the Steel Partners Group to Steel Connect in exchange for 3,500,000 shares of newly created Series E Convertible Preferred Stock of Steel Connect (the “"Series E Convertible Preferred Stock”" and such transfer and related transactions, the "Exchange Transaction"). ~~Following~~As ~~approval on June 6, 2023 by the Steel Connect stockholders pursuant to the rules~~ of ~~The Nasdaq Stock Market LLC,~~ the ~~Series~~date ~~E Convertible Preferred Stock is convertible into an aggregate~~ of ~~184.9 million shares (19.8 million shares post June 21, 2023 reverse/forward stock split) of Steel Connect common stock, par value $0.01 per share (~~the ~~“common~~Exchange ~~stock” or “Common Stock”)~~Transaction, ~~and~~upon ~~will vote together with the Steel Connect common stock and participate in any dividends paid on the Steel Connect common stock, in each case on an as-converted basis. Upon~~ conversion of the Series E Convertible Preferred Stock, when combined with STCN common stock, STCN convertible debt, if converted, and STCN Series C preferred shares, also if converted, owned by the Company, would ~~result~~have resulted in the Steel Partners Group holding approximately 84.0% of the outstanding equity interests of Steel Connect. The Exchange Transaction closed on May 1, 2023~~, the date that the consideration was exchanged between the Company and Steel Connect and as of that date Steel Connect became a consolidated subsidiary for financial reporting purposes~~. Steel Connect is not consolidated for Federal income tax purposes because the ownership in Steel Connect is dispersed between different federal tax consolidation groups. Steel Connect's assets and liabilities have been included in the Company's consolidated balance sheet, with a related noncontrolling interest of 16.0% of STCN's common stock. Prior to May 1, 2023, the Company held a 49.6% ownership interest in Steel Connect and accounted for its investment in Steel Connect in accordance with the equity method of accounting. The Company remeasured the previously held equity method investment to its fair value based upon a valuation of Steel Connect, as of the date of the Exchange Transaction. The Exchange Transaction accomplishes the Company's objective, which is to increase ownership in Steel Connect in order to benefit from future earnings and growth and strengthens Steel Connect’s balance sheet to permit it to do acquisitions. The financial results of Steel Connect have been included in the Company's consolidated financial statements from the Exchange Transaction date of May 1, 2023 (see Note 5 - "Acquisitions and Divestitures").

~~Common~~Steel ~~Unit~~Connect ~~Repurchase~~Short-Form ~~Program~~Merger

~~During~~On November 27, 2024, the ~~year~~Audit ~~ended~~Committee ~~December~~of ~~31,~~the ~~2023,~~Board of Directors of Steel Connect approved a short-form merger transaction (the ~~Company~~"Short-Form ~~purchased~~Merger") ~~462,628~~between ~~common~~Steel ~~units~~Connect ~~for~~and an ~~aggregate~~indirect, ~~purchase~~wholly-owned ~~price~~subsidiary of ~~$20~~SPLP,~~040.~~ ~~From~~which at the ~~inception~~effective time of the ~~Repurchase~~Short-Form ~~Program~~Merger ~~until~~(the ~~December~~"Effective 31Time"), ~~2023~~together ~~the~~with ~~Company~~its ~~had~~affiliates, ~~purchased~~owned ~~7,808,620~~greater ~~common~~than ~~units~~90% ~~for~~of anthe ~~aggregate~~outstanding ~~purchase~~common ~~price~~stock, ofpar ~~approximately~~value $~~164,398~~0.01 Asper share (the "Steel Connect Common Stock") of ~~December~~Steel 31Connect, ~~2023,~~on ~~there~~an ~~remained~~as-converted ~~961~~basis. Immediately prior to the Effective Time,~~620~~ ~~units~~all ~~that~~shares ~~may~~of ~~yet~~Series beC ~~purchased~~Preferred ~~under~~Stock ~~the~~of ~~Repurchase~~Steel ~~Program.~~Connect ~~From~~and ~~January~~Series 1,E ~~2024~~Preferred ~~through~~Stock ~~March~~of 1,Steel ~~2024,~~Connect ~~the~~held ~~Company~~by ~~repurchased~~SPLP ~~579,961~~or ~~common~~its ~~units~~affiliates ~~for~~were ~~$25,344~~converted into shares of Steel Connect Common Stock.

On January 2, 2025, in compliance with Section 267 of the Delaware General Corporation Law, an indirect, wholly-owned subsidiary of SPLP merged with and into Steel Connect, with Steel Connect surviving the Short-Form Merger and became an indirect wholly-owned subsidiary of SPLP. The funds required to pay the aggregate cash consideration in the Short-Form Merger and related fees and expenses was approximately $31,200, which was funded from amounts available under SPLP's existing senior credit agreement.

Steel Connect Delisting

In connection with the closing of the Short-Form Merger, Steel Connect notified the NASDAQ Capital Market ("Nasdaq") of its intent to remove the Steel Connect Common Stock from listing on Nasdaq and requested that Nasdaq (i) suspend trading of the Steel Connect Common Stock on Nasdaq prior to the opening of trading on January 3, 2025 and (ii) file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to delist and deregister the Steel Connect Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

In addition, Steel Connect filed a certification on Form 15 with the SEC suspending Steel Connects reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Steel Connect Common Stock.

Income Taxes

During the year ended December 31, 2024, Steel Connect reassessed the need for a valuation allowance against its deferred tax assets. After considering historical and projected future taxable income and existing taxable temporary differences, Steel Connect determined that it is more likely than not that the deferred tax assets will be realized. Income taxes for the year ended December 31, 2024, include the impact of the release of Steel Connect's valuation allowance on its deferred tax assets which resulted in a one-time non-cash income tax benefit of $73,380.

Common Unit Repurchases

During the year ended December 31, 2024, the Company purchased 1,092,831 common units for an aggregate purchase price of $46,021. From the inception of the Repurchase Program until December 31, 2024 the Company had purchased 8,901,451 common units for an aggregate purchase price of approximately $210,418. As of December 31, 2024, there remained 618,789 units that may yet be purchased under the Repurchase Program. From January 1, 2025 through March 3, 2025, the Company repurchased 1,999 common units for $82.

On September 1, 2024, the Company entered into a purchase agreement with Hale Partnership Fund, L.P. and related parties (the "Hale Entities") pursuant to which the Company purchased an aggregate of 1,267,803 common units from the Hale Entities for an aggregate purchase price of $63,390. The purchase of the common units pursuant to the purchase agreement were approved by the Company's Board of Directors outside of the Repurchase Program.

Preferred Unit Repurchase Program

On February 2, 2024, the board of directors of the general partner of the Company approved the repurchase of up to 400,000 of the Company's 6.0% Series A preferred units (the "Preferred Repurchase Program"). Any purchases made by the Company and/or its applicable subsidiaries under the Preferred Repurchase Program will be made from time to time on the open market or in negotiated transactions off the market, in compliance with applicable laws and regulations. The timing, manner, price and amount of any repurchase will depend on economic and market conditions, share price, trading volume, applicable legal requirements and other factors. The Preferred Repurchase Program has no termination date. ~~From~~During ~~January~~the 1,year ~~2024~~ended ~~through~~December ~~March 1~~31, 2024, the Company repurchased 7680,~~146~~881 preferred units for $1,~~830~~945. On February 6, 2025, the board of directors of the general partner of the Company approved the repurchase of an additional 1,000,000 of the Company's 6.0% Series A preferred units.

From January 1, 2025 through March 3, 2025, the Company repurchased 508,812 preferred units for $12,486.

RESULTS OF OPERATIONS

Comparison of the Years Ended December 31, ~~2023~~2024 and ~~2022~~2023

	Year Ended December 31,
	2023		2022
Revenue	$	1,905,457	$	1,695,441
Cost of goods sold	1,103,017		1,096,936
Selling, general and administrative expenses	504,960		383,377
Asset impairment charges	865		3,162
Interest expense	18,400		20,649
Gains from sales of businesses	(58)		(85,683)
Realized and unrealized gains on securities, net	(7,074)		(34,791)
All other expense, net *	124,141		36,293
Total costs and expenses	1,744,251		1,419,943
Income before income taxes and equity method investments	161,206		275,498
Income tax (benefit) provision	(1,674)		73,944
Loss (income) of associated companies, net of taxes	8,878		(4,611)
Net income	154,002		206,165
Net income attributable to noncontrolling interests in consolidated entities	(3,173)		(193)
Net income attributable to common unitholders	$	150,829	$	205,972
* Includes Finance interest expense, Provision for credit losses, and Other income, net from the Consolidated Statements of Operations


	Year Ended December 31,
	2024		2023
Revenue	$	2,027,848	$	1,905,457
Cost of goods sold	1,152,355		1,103,017
Selling, general and administrative expenses	547,125		504,960

Asset impairment charges	671		865
Interest expense	8,015		18,400
Gains from sales of businesses	—		(58)
Realized and unrealized losses (gains) on securities, net	2,983		(7,074)
All other expense, net *	93,117		124,141
Total costs and expenses	1,804,266		1,744,251
Income before income taxes and equity method investments	223,582		161,206
Income tax benefit	(53,255)		(1,674)
Loss of associated companies, net of taxes	5,615		8,878


Net income	271,222		154,002
Net income attributable to noncontrolling interests in consolidated entities	(9,660)		(3,173)
Net income attributable to common unitholders	$	261,562	$	150,829
* Includes Finance interest expense, Provision for credit losses, and Other income, net from the Consolidated Statements of Operations

Revenue

Revenue in the year ended December 31, ~~2023~~2024 increased $~~210~~122,~~016~~391, or 126.4%, as compared to ~~2022~~2023, as a result of higher net sales of $49,006, or 4.1%, from the Diversified Industrial segment and higher revenue of $37,314, or 9.0% from the Financial Services segment, ~~and~~as well as the favorable impact offrom the ~~recently~~full ~~added~~year operating results of the Supply Chain segment, partially offset by lower ~~sales~~revenue ~~from~~of ~~the~~$34,419, ~~Diversified~~or ~~Industrial~~19.2% ~~segment and lower revenue~~ from the Energy segment.

Cost of Goods Sold

Cost of goods sold in the year ended December 31, ~~2023~~2024 increased $649,~~081~~338, or 04.65%, as compared to ~~2022~~2023, resulting from the ~~recently~~full ~~added~~year operating results of the Supply Chain segment and higher net sales from the Diversified Industrial segment, partially offset by ~~lower~~the ~~revenue~~impact ~~for~~of ~~the~~lower ~~Diversified~~net ~~Industrial~~revenue ~~and~~from the Energy ~~segments discussed above.~~segment

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A") in ~~2023~~2024 increased $~~121~~42,~~583~~165, or 318.74%, as compared to ~~2022~~2023. The SG&A increase was primarily driven by: (1) $8629,~~800~~300 increase for the Financial Services segment primarily due to higher credit performance fees due to higher ~~CRT~~credit risk transfer balances and higher personnel expenses related to incremental headcount, and (2) $2517,~~200~~300 increase for the Supply Chain segment, ~~and (3) $24,100 increase for the Diversified Industrial segment primarily~~ due to ~~net pension expense, despite the~~ impact of the ~~divestiture~~full ofyear ~~SLPE~~operating ~~business of $5,000~~results. These increases were partially offset by lower ~~Corporate~~ SG&A expenses of $153,~~400~~300 from the Energy segment due ~~primarily~~to favorable settlement of certain legal matters and, to a lesser extent, lower ~~legal~~compensation ~~fees~~expense, as compared to ~~the last year period~~2023.

Asset Impairment Charges

The Company recorded asset impairment charges of $865 in 2023 and $3,162 in 2022, respectively. The 2023 charges were primarily driven by idle machinery and equipment associated with the Building Materials and Electrical Products business

units within the Diversified Industrial segment. The 2022 charges were primarily related to the implementation costs of an ERP project associated with the Kasco business within the Diversified Industrial segment.

Interest Expense

Interest expense for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 was $188,~~400~~015 and $2018,~~649~~400, respectively. The lower interest expense in ~~2023~~2024 was primarily due to significant lower average debt levels, partially offset by higher average interest rates.

Gains from Sales of Businesses

The Company recognized a pre-tax gain of $85,683 in 2022, primarily related to the divestiture of the SLPE business from the Diversified Industrial segment.

Realized and Unrealized Gains on Securities, Net

Realized and unrealized ~~gains~~losses on securities, net for the year ended December 31, ~~2023~~2024 was $72,~~074~~983, as compared to gains of $347,~~791~~074 for the year ended December 31, ~~2022~~2023. The changes in realized and unrealized losses and gains on securities, net over the respective periods are primarily due to mark-to-market adjustments on the Company's portfolio of securities.

All Other Expense, Net

All other expense, net for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 totaled $~~124~~93,~~141~~117 and $36124,~~293~~141 respectively. The ~~incremental~~decrease in all other expense, net for the ~~years~~year ended December 31, ~~2023~~2024, was primarily due to ~~higher~~lower ~~finance interest expense of $63,525 and higher~~ provisions for credit losses ~~of $28,647 related to the Financial Service segment, as compared to 2022.~~

Income Taxes

As a limited partnership, we are generally not responsible for federal and state income taxes, and our profits and losses are passed directly to our limited partners for inclusion in their respective income tax returns. The Company's tax provision represents the income tax expense or benefit of its consolidated corporate subsidiaries. For the year ended December 31, 2023, a tax benefit of $1,674 was recorded, as compared to a tax provision of $73,944 in 2022. The Company's effective tax rate for the year ended December 31, 2023 was a benefit of 1.0% as compared to a provision of 26.8% for the year ended December 31, 2022. The lower effective tax rate for the year ended December 31, 2023, was primarily due certain tax-deferred transactions associated with internal restructurings under taken by the Company and the partial release of valuation allowances on the Company's deferred tax assets, partially offset by increased state and foreign income taxes associated with the Company's operations.

Loss (Income) of Associated Companies, Net of Taxes

The Company recorded loss from associated companies, net of taxes, of $8,878 in 2023, as compared to income from associated companies, net of taxes of $4,611 in 2022. For the details of each of these investments and the related mark-to-market adjustments in both periods, see Note 10 - "Investments" to the Consolidated Financial Statements, included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Report.

of $44,084, partially offset by higher finance interest expense of $8,568 related to the Financial Service segment, as compared to 2023.

Income Taxes

As a limited partnership, we are generally not responsible for federal and state income taxes, and our profits and losses are passed directly to our limited partners for inclusion in their respective income tax returns. The Company's tax provision represents the income tax expense or benefit of its consolidated corporate subsidiaries. For the year ended December 31, 2024, a tax benefit of $53,255 was recorded, as compared to a tax benefit of $1,674 in 2023. The Company's effective tax rate for the year ended December 31, 2024 was a benefit of 23.8% as compared to a benefit of 1.0% for the year ended December 31, 2023. The lower effective tax rate for the year ended December 31, 2024, was primarily attributable to the release of valuation allowances on the Company's net operating losses and the decrease in tax expense related to unrealized gains on investments from related parties that are eliminated for financial statement purposes. This benefit was partially offset by increases in income before income tax, the effective state income tax rates associated with the Company's operations, and the expiration of a portion of the Company's NOL carryforwards.

Loss of Associated Companies, Net of Taxes

The Company recorded a loss from associated companies, net of taxes, of $5,615 in 2024, as compared to $8,878 in 2023. For the details of each of these investments and the related mark-to-market adjustments in both periods, see Note 10 - "Investments" to the Consolidated Financial Statements, included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Report.

Net Income

Net income for the year ended December 31, 2024 was $271,222, as compared to $154,002 for the year ended December 31, 2023. The increase in net income was primarily due to higher operating income driven by higher total revenue and higher income tax benefits. See above explanations for further details.

Segment Analysis

Year Ended December 31,

2023

2022

2024

2023

Revenue:

Diversified Industrial

1,~~193~~242,~~964~~970

1,~~285~~193,~~666~~964

Energy

~~179~~145,~~438~~019

~~181~~179,~~811~~438

Financial Services

~~416~~454,~~911~~225

~~227~~416,~~964~~911

Supply Chain

~~115~~185,~~144~~634

—115,144

Total

12,~~905~~027,~~457~~848

1,~~695~~905,~~441~~457

Segment income before interest expense and income taxes:

Segment income (loss) before interest expense and income taxes:

Diversified Industrial

7085,~~937~~476

~~200~~70,~~629~~937

Energy

1612,~~247~~209

1316,~~608~~247

Financial Services

74116,~~248~~250

6374,~~477~~248

Supply Chain

815,~~726~~912

—8,726

Corporate and Other

~~570~~(3,865)

~~23,044~~570

Income before interest expense and income taxes

~~170~~225,~~728~~982

~~300~~170,~~758~~728

Interest expense

188,~~400~~015

2018,~~649~~400

Income tax (benefit) provision

(1,674)

73,944

Income tax benefit

(53,255)

(1,674)

Net income

~~154~~271,~~002~~222

~~206~~154,~~165~~002

Segment depreciation and amortization:

Diversified Industrial

4142,~~424~~598

41,~~805~~424

Energy

108,~~065~~632

10,~~546~~065

Financial Services

~~835~~838

~~750~~835

Supply Chain

35,~~569~~643

—3,569

Corporate and Other

~~672~~1,599

~~654~~672

Total depreciation and amortization

5659,~~565~~310

5356,~~755~~565

Loss (income) of associated companies, net of taxes:

Loss of associated companies, net of taxes:

Corporate and other

85,~~878~~615

(48,~~611)~~878

Total

85,~~878~~615

(48,~~611)~~878

Diversified Industrial

Net sales in ~~2023~~2024 ~~decreased~~increased by $9149,~~702~~006, or 74.1%, as compared to ~~2022~~2023. The ~~decrease~~increase was primarily ~~due~~driven ~~to lower~~by higher sales for the Joining Materials business unit, Building Materials business unit, and Electrical Products business unit. The increase of $23,700 for the Joining Materials business unit was primarily driven by ~~lower~~higher precious metal prices and sales volume. The increase of $17,100 for the Building Materials business unit was primarily driven by higher sales volume from its roofing products, partially offset by ~~higher~~lower sales volume from its FastenMaster products. The increase of $8,500 for the Electrical Products business unit was primarily driven by strong demand from both industrial and aerospace & defense sectors.

Segment operating income in ~~2023~~2024 ~~decreased~~increased by $~~129~~14,~~692~~539, or 6420.65%, as compared to ~~2022~~2023. ~~The~~Higher ~~lower~~ operating income in 2024 was primarily driven by ahigher ~~pre-tax~~net ~~gain of $86,507 related to the divestiture of the SLPE business in 2022 and lower~~ sales ~~performance in 2023~~ as mentioned above, asand ~~well~~improved asprofit ~~higher~~margin ~~personnel~~from ~~costs~~the inElectrical ~~2023~~Products business unit.

Energy

InNet ~~2023,~~revenue ~~net~~in ~~revenue~~2024 decreased $234,~~373~~419, or 119.32%, as compared to ~~2022~~2023, primarily due to lower rig hours~~, partially offset by favorable pricing~~.

Segment operating income ~~increased~~in 2024 decreased $24,~~639~~038, or 1924.49% ~~in 2023~~, as compared to ~~2022~~2023. The ~~increase~~decrease of operating income in 2024 was primarily driven by lower ~~material~~rig ~~and~~hours, ~~labor~~as ~~costs~~compared ~~despite~~to ~~the lower revenue in~~ 2023.

Supply Chain

The Company added the Supply Chain segment on May 1, 2023 with revenue of $185,634 and $115,144 for the year of 2024 and 2023, respectively, and operating income of $15,912 and $8,726 for the year of 2024 and 2023, respectively.

Corporate and Other

Operating income was $570 in 2023, as compared to $23,044 in 2022. The fluctuations were primarily due to changes in investment gains and losses from both marketable securities and associated companies. Higher investment gain from 2022 was partially offset by higher legal fees.

For additional information on the Company's investments, see Note 2 - "Summary of Significant Accounting Policies" and Note 10 - "Investments" to the Consolidated Financial Statements, included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Report.

Financial Services

Revenue in 2023 increased $188,947, or 82.9%, as compared to 2022. The increase was primarily due to an increase in interest income and fees from higher asset based lending, credit risk transfer, held for sale balances, and interest rates, as well as higher non-interest income driven by increased volume as compared to 2022.37

~~Segment~~Revenue ~~operating income~~ in ~~2023~~2024 increased $1037,~~771~~314, or 179.0%, as compared to ~~2022~~2023. The increase was primarily due to ~~higher~~an ~~revenue~~increase asin ~~discussed above, partially offset by higher SG&A costs, finance~~ interest ~~expense,~~income and ~~provision for credit losses in 2023, as compared to 2022. The higher SG&A cost was driven by higher credit performance~~ fees ~~due~~from to higher credit risk transfer, ~~balances~~held asfor ~~well~~sale asvolume, ~~higher~~and ~~personnel expense related to an increase in employees. The~~ higher ~~finance~~ interest ~~expense~~from ~~was~~held ~~due~~ to anmaturity increase in deposits and higher rates. The higher provision for credit losses primarily resulted from the deterioration in value of the collateral supporting one of WebBank's asset-based lending loansinvestments, ~~partially~~as ~~offset~~compared byto ~~lower retentions of held for maturity loans~~2023.

Segment operating income in 2024 increased $42,002, or 56.6%, as compared to 2023. The increase was due primarily to higher revenue mentioned above and lower provisions for credit losses of $44,084, partially offset by higher SG&A expenses of $29,300 and finance interest expense of $8,568 in 2024 as compared to 2023. The lower provision for loan losses was driven by lower retentions of held to maturity loans and increased reserves in 2023 primarily resulting from the deterioration in value of the collateral supporting one of WebBank’s asset-based lending loans. The higher SG&A expense was driven by higher credit performance fees of $31,900 due to higher credit risk transfer balances as well as higher personnel expense of $3,700 related an increase in employees. The higher finance interest expense was due primarily to an increase in higher interest rates.

Net Interest Income, Margin and Interest Rate Spreads

Net interest income is the difference between interest earned on interest-earning assets and interest incurred on interest-bearing liabilities. By its nature, net interest income is especially vulnerable to changes in the mix and amounts of interest- earning assets and interest-bearing liabilities. In addition, changes in the interest rates and yields associated with these assets and liabilities can significantly impact net interest income. The following table summarizes the average balances, the amount of interest earned or incurred and the applicable yields for interest-earning assets and the costs of interest-bearing liabilities that generate net interest income. For purposes of calculating the yields in these schedules, the average loan balances also include the principal amounts of nonaccrual and restructured loans. However, interest received on nonaccrual loans is included in income only to the extent that cash payments have been received and not applied to principal reductions. In addition, interest on restructured loans is generally accrued at reduced rates.


	Year Ended December 31,
	2024						2023
	Average		Interest				Average		Interest
	Outstanding		Earned/		Yield/		Outstanding		Earned/		Yield/
	Balance		Paid		Rate		Balance		Paid		Rate
Interest-earning assets:
Loans receivable	$	1,740,506	$	356,395	20.5	%	$	1,914,585	$	335,253	17.5	%
PPP loans	8,505		263		3.1	%	31,704		616		1.9	%
Held-to-maturity securities	270,225		22,470		8.3	%	209,618		18,002		8.6	%
Available-for-sale investments	6,020		499		8.3	%	4,432		265		6.0	%
Federal funds sold	2,202		87		4.0	%	968		38		3.9	%
Interest-bearing deposits	192,666		4,755		2.5	%	217,840		6,712		3.1	%
Total interest-earning assets	2,220,124		384,469		17.3	%	2,379,147		360,886		15.2	%
Non interest-earning assets	15,411						4,456
Total assets	$	2,235,535					$	2,383,603
Interest-bearing liabilities:
Savings accounts	$	350,309	19,869		5.7	%	$	300,095	14,189		4.7	%
Time deposits	1,405,912		69,033		4.9	%	1,642,555		66,144		4.0	%
Other borrowings	$	8,408	98		1.2	%	$	26,634	99		0.4	%
Total interest-bearing liabilities	1,764,629		89,000		5.0	%	1,969,284		80,432		4.1	%
Non interest-bearing liabilities	79,739						82,506
Total liabilities	1,844,368						2,051,790
Shareholder's equity	391,167						331,813
Total liabilities and shareholder's equity	$	2,235,535					$	2,383,603
Net interest income			$	295,469					$	280,454
Spread on average interest-bearing funds					12.3	%					11.1	%
Net interest margin					13.3	%					11.8	%
Return on assets					3.8	%					2.4	%
Return on equity					21.7	%					17.2	%
Equity to assets					17.5	%					13.9	%
Equity to assets (excluding PPP loans)					17.6	%					14.1	%

	Year Ended December 31,
	2023						2022
	Average		Interest				Average		Interest
	Outstanding		Earned/		Yield/		Outstanding		Earned/		Yield/
	Balance		Paid		Rate		Balance		Paid		Rate
Interest-earning assets:
Loans receivable	$	1,914,585	$	335,253	17.5	%	$	1,097,173	$	164,214	15.0	%
PPP loans	31,704		616		1.9	%	159,262		3,170		2.0	%
Held-to-maturity securities	209,618		18,002		8.6	%	141,230		8,930		6.3	%
Available-for-sale investments	4,432		265		6.0	%	2,670		166		6.2	%
Federal funds sold	968		38		3.9	%	2,241		25		1.1	%
Interest-bearing deposits	217,840		6,712		3.1	%	221,650		3,025		1.4	%
Total interest-earning assets	2,379,147		360,886		15.2	%	1,624,226		179,530		11.1	%
Non interest-earning assets	4,456						35,925
Total assets	$	2,383,603					$	1,660,151
Interest-bearing liabilities:
Savings accounts	$	300,095	14,189		4.7	%	$	257,548	3,852		1.5	%
Time deposits	1,642,555		66,144		4.0	%	919,453		12,558		1.4	%
Other borrowings	$	26,634	99		0.4	%	$	141,939	497		0.4	%
Total interest-bearing liabilities	1,969,284		80,432		4.1	%	1,318,940		16,907		1.3	%
Non interest-bearing liabilities	82,506						54,854
Total liabilities	2,051,790						1,373,794
Shareholder's equity	331,813						286,357
Total liabilities and shareholder's equity	$	2,383,603					$	1,660,151
Net interest income			$	280,454					$	162,623
Spread on average interest-bearing funds					11.1	%					9.2	%
Net interest margin					11.8	%					9.5	%
Return on assets					2.4	%					3.0	%
Return on equity					17.2	%					17.3	%
Equity to assets					13.9	%					17.2	%
Equity to assets (excluding PPP loans)					14.1	%					19.1	%

WebBank has several lending arrangements with companies where it originates credit card and other loans for consumers and small businesses. These loans are classified as held for sale and are typically sold after origination.

The following table presents the effects of changing rates and volumes on WebBank's net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

	Year Ended December 31,
	2023 vs 2022						2022 vs 2021
	Increase/(Decrease)						Increase/(Decrease)
	Due to Volume		Due to Rate		Total		Due to Volume		Due to Rate		Total
Interest earning assets:
Loans receivable	$	139,273	$	31,766	$	171,039	$	79,190	$	8,089	$	87,279
PPP loans	(2,480)		(74)		(2,554)		(33,325)		13,394		(19,931)
Held-to-maturity securities	5,215		3,857		9,072		6,746		1,739		8,485
Available-for-sale investments	105		(6)		99		17		101		118
Federal funds sold	(4)		17		13		—		23		23
Interest-bearing deposits	(51)		3,738		3,687		35		2,774		2,809
Total earning assets	142,058		39,298		181,356		52,663		26,120		78,783
Savings accounts	734		9,603		10,337		309		2,970		3,279
Time deposits	15,409		38,177		53,586		5,238		5,900		11,138
Other borrowings	(397)		(1)		(398)		(5,209)		5		(5,204)
Total funds	15,746		47,779		63,525		338		8,875		9,213
Net variance	$	126,312	$	(8,481)	$	117,831	$	52,325	$	17,245	$	69,570


	Year Ended December 31,
	2024 vs 2023						2023 vs 2022
	Increase/(Decrease)						Increase/(Decrease)
	Due to Volume		Due to Rate		Total		Due to Volume		Due to Rate		Total
Interest earning assets:
Loans receivable	$	(24,498)	$	45,639	$	21,141	$	139,273	$	31,766	$	171,039
PPP loans	(1,870)		1,517		(353)		(2,480)		(74)		(2,554)
Held-to-maturity securities	5,019		(551)		4,468		5,215		3,857		9,072
Available-for-sale investments	113		122		235		105		(6)		99
Federal funds sold	49		—		49		(4)		17		13
Interest-bearing deposits	(719)		(1,238)		(1,957)		(51)		3,738		3,687
Total earning assets	(21,906)		45,489		23,583		142,058		39,298		181,356
Savings accounts	2,590		3,089		5,679		734		9,603		10,337
Time deposits	(5,529)		8,419		2,890		15,409		38,177		53,586
Other borrowings	5		(6)		(1)		(397)		(1)		(398)
Total funds	(2,934)		11,502		8,568		15,746		47,779		63,525
Net variance	$	(18,972)	$	33,987	$	15,015	$	126,312	$	(8,481)	$	117,831

Balance Sheet Analysis

Loan Portfolio

As of December 31, ~~2023~~2024, net loans receivable accounted for 7885% of WebBank's total assets, as compared to 7978% at the end of ~~2022~~2023. The following table presents WebBank's loans outstanding by type of loan as of December 31, ~~2023~~2024 and the four other most recent year-ends.

	As of December 31,
	2023				2022				2021				2020				2019
	2024				2023				2022				2021				2020
	Amount		%		Amount		%		Amount		%		Amount		%		Amount		%
Real estate loans:
Commercial - owner occupied	$	7255	—	%	$	8072	—	%	$	9280	—	%	$	~~209~~92	—	%	$	~~230~~209	—	%
Commercial - other	24,~~006~~430		0.13	%	~~907~~2,006		0.1	%	~~571~~907		0.1	%	~~463~~571		—0.1	%	~~429~~463		~~0.1~~—	%
Total real estate loans	24,~~078~~485		0.13	%	~~987~~2,078		0.1	%	~~663~~987		0.1	%	~~672~~663		—0.1	%	~~659~~672		~~0.1~~—	%
Commercial and industrial	~~980~~969,~~722~~702		4953.21	%	~~857~~980,~~817~~722		5449.12	%	~~779~~857,~~536~~817		7354.91	%	2779,~~279,672~~536		9073.69	%	~~251~~2,~~349~~279,672		3290.26	%
Consumer loans	~~142~~110,~~410~~697		76.1	%	~~123~~142,~~204~~410		7.81	%	76123,~~067~~204		7.28	%	~~147~~76,~~652~~067		57.92	%	~~302~~147,~~714~~652		385.79	%
Loans held for sale	~~868~~739,~~884~~822		4340.65	%	~~602~~868,~~675~~884		3843.06	%	~~198~~602,~~632~~675		1838.80	%	88198,~~171~~632		318.58	%	~~226~~88,~~532~~171		293.05	%
Total loans	1,~~994~~824,~~094~~706		100.0	%	1,~~584~~994,~~683~~094		100.0	%	1,~~054~~584,~~898~~683		100.0	%	21,~~516~~054,~~167~~898		100.0	%	~~781~~2,~~254~~516,167		100.0	%
Less:
Allowance for loan losses	(2526,~~486~~463)				(2925,~~690~~486)				(1329,~~925~~690)				(2713,~~059~~925)				(3627,~~682~~059)
Total loans receivable, net	$	1,~~968~~798,~~608~~243			$	1,~~554~~968,~~993~~608			$	1,~~040~~554,~~973~~993			$	21,~~489~~040,~~108~~973			$	~~744~~2,~~572~~489,108

The following table includes a maturity profile for the loans that were outstanding as of December 31, ~~2023~~2024:

Due During Years Ending December 31,	Real Estate		Commercial & Industrial		Consumer		Loans Held for Sale
2024	$	—	$	646,889	$	92,248	$	868,884
2025	$	—	$	760,125	$	88,350	$	739,822
2023-2028	72		333,833		50,162		—
2026-2029	55		209,577		22,347		—
2029 and thereafter	2,006		—		—		—
2030 and thereafter	4,430		—		—		—
Total	$	24,~~078~~485	$	~~980~~969,~~722~~702	$	~~142~~110,~~410~~697	$	~~868~~739,~~884~~822

Nonperforming Lending Related Assets

Total non-accruing loans were $~~814~~26,342 and $~~788~~814 at December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

	As of December 31,
	2023			2022			2021			2020			2019
	2024			2023			2022			2021			2020
Non-accruing loans:
Commercial and industrial	~~814~~26,342			~~788~~814			—788			—			—
Total	~~814~~26,342			~~788~~814			—788			—			—
Accruing loans delinquent:
90 days or more	159,~~060~~240			15,~~940~~060			315,~~497~~940			83,~~701~~497			8,~~051~~701
Total	159,~~060~~240			15,~~940~~060			315,~~497~~940			83,~~701~~497			8,~~051~~701
Total non-performing assets	$	1535,~~874~~582		$	1615,~~728~~874		$	316,~~497~~728		$	83,~~701~~497		$	8,~~051~~701
Total as a percentage of total assets	01.67		%	0.96		%	0.29		%	0.32		%	0.93		%

Summary of Loan Loss Experience

The methodologies used to estimate the allowance for credit losses ("ACL"), which includes the allowance for loan losses and reserves for unfunded loan commitments, depend upon the impairment status and portfolio segment of the loan. Loan groupings are created for each loan class and are then graded against historical and industry loss rates. After applying historic loss experience, as described above, we review the quantitatively derived level of ACL for each segment using qualitative criteria. We track various risk factors that influence our judgment regarding the level of the ACL across the portfolio segments. The following table summarizes activity in WebBank's ACL related to allowance for loan losses and reserves for unfunded commitments for the periods indicated:

As of December 31,

2023

2022

2021

2020

2019

2024

2023

2022

2021

2020

Balance at beginning of period (a)

3425,~~432~~486

1334,~~925~~432

2713,~~059~~925

3627,~~682~~059

1736,~~659~~682

Charge offs:

Commercial and industrial

(5110,~~691~~576)

(651,~~095~~691)

(86,~~101~~095)

(148,~~250~~101)

(814,~~667~~250)

Consumer

(95,~~262~~909)

(49,~~011~~262)

(94,~~205~~011)

(219,~~042~~205)

(1721,~~918~~042)

Total charge offs

(6016,~~953~~485)

(1060,~~106~~953)

(1710,~~306~~106)

(3517,~~292~~306)

(2635,~~585~~292)

Recoveries:

Commercial real estate

59—

2759

2227

Commercial and industrial

18,~~479~~425

1,~~534~~479

21,~~532~~534

12,~~313~~532

~~461~~1,313

Consumer

~~425~~404

~~1,133~~425

1,~~490~~133

21,~~388~~490

12,~~752~~388

Total recoveries

18,~~963~~829

21,~~694~~963

42,~~049~~694

34,~~723~~049

23,~~235~~723

Net charge offs

(587,~~990~~656)

(758,~~412~~990)

(137,~~257~~412)

(3113,~~569~~257)

(2431,~~350~~569)

Additions charged to operations

508,~~044~~633

2350,~~177~~044

~~123~~23,177

~~21,946~~123

4321,~~373~~946

Balance at end of period

2526,~~486~~463

2925,~~690~~486

1329,~~925~~690

2713,~~059~~925

3627,~~682~~059

Ratio of net charge offs during the period to average loans outstanding during the period

30.14

03.61

0.6

10.6

31.86

(a) The beginning balance as of January 1, 2023 for the allowance for credit losses does not agree to the ending balances as of December 31, 2022 due to the adoption of ASU 2016-13 on January 1, 2023 ~~as described in Note 2 - "Summary of Significant Accounting Policies"~~.

The distribution of WebBank's allowance for credit losses on loans at the dates indicated is summarized as follows:

	As of December 31,
	2023				2022				2021				2020				2019
	2024				2023				2022				2021				2020
	Amount		% of Loans in Each Category of Total Loans		Amount		% of Loans in Each Category of Total Loans		Amount		% of Loans in Each Category of Total Loans		Amount		% of Loans in Each Category of Total Loans		Amount		% of Loans in Each Category of Total Loans
Commercial real estate	75252		0.12	%	2875		0.1	%	2328		0.1	%	2223		—0.1	%	2422		~~0.1~~—	%
Commercial and industrial	1417,~~744~~805		4953.21	%	1814,~~493~~744		5449.12	%	918,~~205~~493		7354.91	%	9,~~293~~205		9073.79	%	109,~~920~~293		3290.27	%
Consumer loans	108,~~667~~406		76.1	%	1110,~~169~~667		7.81	%	411,~~697~~169		7.28	%	174,~~744~~697		57.92	%	2517,~~738~~744		385.89	%
Loans held for sale	—		4340.6	%	—		3843.06	%	—		1838.80	%	—		318.48	%	—		283.94	%
Total loans	$	2526,~~486~~463	100.0	%	$	2925,~~690~~486	100.0	%	$	1329,~~925~~690	100.0	%	$	2713,~~059~~925	100.0	%	$	3627,~~682~~059	100.0	%

Corporate and Other

Operating loss was $3,865 in 2024, as compared to income of $570 in 2023. The fluctuations were primarily due to changes in investment gains and losses from both marketable securities and associated companies.

LIQUIDITY AND CAPITAL RESOURCES

Anticipated Sources and Uses of Cash Flow

SPLP (excluding its operating subsidiaries, the "Holding Company") is a diversified global holding company with assets that principally consist of the stock of its direct subsidiaries, equity method and other investments, and cash and cash equivalents. The Company works with its businesses to enhance their liquidity and operations and to increase long-term value for the Company's unitholders and stakeholders through balance sheet improvements, capital allocation policies, and operational and growth initiatives, which are further described in Part I, Item 1 - "Business - Business Strategy."

Management uses the following strategies to continue to enhance liquidity: (1) continue to implement improvements using the Steel Business System throughout all the Company's operations to increase sales and operating efficiencies, (2) support profitable sales growth both organically and potentially through acquisitions and (3) evaluate from time to time and as appropriate, strategic alternatives with respect to the Company's businesses and/or assets. The Company continues to examine all of its options and strategies, including acquisitions, divestitures and other corporate transactions, to increase cash flows and stakeholder value.

Historically, the Company has financed its operations and met its capital requirements primarily through funds generated from operations, borrowings from lending institutions, sale of investments and sale of facilities or assets that were not fully utilized. The following table summarizes our liquidity:

	December 31,
	2023		2022
	2024		2023
Cash and cash equivalents	$	~~577~~404,~~928~~442	$	~~234~~577,~~448~~928
WebBank cash and cash equivalents	~~170~~141,~~286~~092		~~174~~170,~~257~~286
Cash and cash equivalents, excluding WebBank	~~407~~263,~~642~~350		60407,~~191~~642
Readily available borrowing capacity under the Credit Agreement	~~399~~470,~~300~~000		~~410~~399,~~700~~300
	$	~~806~~733,~~942~~350	$	~~470~~806,~~891~~942

Debt and Financing Arrangements

The Company's senior credit facility which was amended and restated in its entirety in December 2021 (the “"Credit Agreement”") consists of a senior secured revolving credit facility in an aggregate principal amount not to exceed $600,000 (the “"Revolving Credit Loans”"), which includes a $50,000 subfacility for swing line loans, a $50,000 subfacility for standby letters of credit and a foreign currency sublimit (available in euros and pounds sterling) equal to the lesser of $75,000 and the total amount of the Revolving Credit Commitment. The Credit Agreement covers substantially all of the Company's subsidiaries, with the exception of WebBank and Steel Connect. Availability under the Credit Agreement is based upon earnings and certain covenants, including a maximum ratio limit on Total Leverage and a minimum ratio limit on Interest Coverage, each as defined in the Credit Agreement. The Credit Agreement is subject to certain mandatory prepayment provisions and restrictive and financial covenants, primarily the leverage ratios described above. The Company was in compliance with all financial covenants as of December 31, ~~2023~~2024. If the Company does not meet its financial covenants, and if it is unable to secure necessary waivers or other amendments from its lenders on terms acceptable to management, its ability to access available lines of credit could be limited, its debt obligations could be accelerated and liquidity could be adversely affected. The Credit Agreement will expire on December 29, 2026, and all outstanding amounts will be due and payable.

The Company believes that it and its operating subsidiaries have access to adequate resources to meet their needs for normal operating costs, capital expenditures, pension payments, debt obligations and working capital for their existing business, as well as to fund its taxes, legal and environmental matters, for at least the next twelve months. These resources include cash and cash equivalents, investments, cash provided by operating activities and unused lines of credit. The Holding Company and its operating businesses' ability to satisfy their debt service obligations, to fund planned capital expenditures and required pension payments, and to make acquisitions or repurchase units under its common unit Repurchase Program will depend upon their future operating performance, which will be affected by prevailing economic conditions in the markets in which they operate, as well as financial, business and other factors, some of which are beyond their control. As indicated above, there can be no assurances that the Holding Company and its operating businesses will continue to have access to their lines of credit if their financial performance does not satisfy the financial covenants set forth in their respective financing agreements, which could also result in the acceleration of their debt obligations by their respective lenders, adversely affecting liquidity.

Aspension ~~of December 31~~payments, ~~2023,~~and ~~the Company's working capital was $562,224, as compared~~ to ~~working~~make ~~capital~~acquisitions ofor ~~$156,085~~repurchase asunits ofunder ~~December 31,~~its ~~2022.~~common ~~The~~unit ~~increase~~Repurchase inProgram ~~working~~will ~~capital~~depend ~~during~~upon ~~the~~their ~~year~~future ~~ended~~operating ~~December 31~~performance, ~~2023,~~which ~~was~~will ~~primarily~~be ~~due~~affected toby anprevailing ~~increase~~economic inconditions ~~loans receivable of $450,791 related primarily to an increase~~ in ~~loans~~the ~~held~~markets ~~for sale and an increase~~ in ~~cash~~which ~~and~~they ~~cash equivalents of $343~~operate,~~480~~ ~~primarily~~as ~~due~~well toas ~~the Company's disposal of its interest in Aerojet common Stock~~financial, ~~partially~~business ~~offset~~and byother ~~an increase in retail depository accounts (current liabilities) of $351~~factors,~~108.~~ Assome of ~~December 31,~~ ~~2023,~~which ~~the~~are ~~availability~~beyond ~~under~~their ~~the Credit Agreement was approximately $399,300~~control. ~~During~~As ~~the~~indicated ~~years ended December 31~~above, ~~2023~~there ~~and~~can ~~2022,~~be ~~capital~~no ~~expenditures~~assurances ~~were~~that ~~$51,451 and $47,541, respectively. The Company currently expects 2024 capital expenditures in~~ the ~~range~~Holding ~~of $43,000 to $56,000 in 2024. The~~ Company and its ~~subsidiaries~~operating ~~have~~businesses ~~ongoing~~will ~~commitments,~~continue ~~including~~to ~~funding~~have ofaccess ~~the~~to ~~minimum~~their ~~requirements~~lines of ~~its~~credit ~~subsidiaries'~~if ~~pension~~their ~~plans.~~financial ~~For~~performance ~~the~~does ~~year~~not ~~ending~~satisfy ~~December 31, 2024,~~ the ~~minimum~~financial ~~required~~covenants ~~contribution~~set toforth ~~the~~in ~~Company's~~their ~~pension~~respective ~~plans~~financing ~~is $10~~agreements,~~260.~~ ~~Required~~which ~~future~~could ~~pension~~also ~~contributions~~result ~~are~~in ~~estimated~~the ~~based~~acceleration ~~upon assumptions such as discount rates on future obligations, assumed rates~~ of ~~return~~their ondebt ~~plan assets and legislative changes. Actual future pension costs and required funding~~ obligations ~~will be affected~~ by ~~changes~~their inrespective ~~the factors and assumptions described in the previous sentence~~lenders, ~~including~~adversely ~~the~~affecting ~~impact of declines in pension plan assets and interest rates, as well as other changes such as any plan termination or other acceleration events~~liquidity.

~~Sources~~As ~~and~~of ~~uses~~December 31, 2024, the Company's working capital was $625,316, as compared to working capital of $562,224 as of December 31, 2023. The increase in working capital during the year ended December 31, 2024, was primarily due to a decrease in deposits of $228,344, partially offset by a decrease in cash ~~flows~~and ~~from~~cash ~~continuing~~equivalents ~~operations~~of ~~for~~$173,486 primarily due to an increase in purchases of the Company's common units of $109,411 and net revolver payments of $71,648. As of December 31, 2024, the availability under the Credit Agreement was approximately $470,000. During the years ended December 31, 2024 and 2023, capital expenditures were $64,963 and ~~2022~~$51,451, respectively. The Company currently expects capital expenditures in the range of $34,000 to $44,000 in 2025. The Company and its subsidiaries have ongoing commitments, including funding of the minimum requirements of its subsidiaries' pension plans. For the year ending December 31, 2025, the minimum required contribution to the Company's pension plans is $6,030. Required future pension contributions are estimated based upon assumptions such as ~~follows:~~discount rates on future obligations, assumed rates of return on plan assets and legislative changes. Actual future pension costs and required funding obligations will be affected by changes in the factors and assumptions described in the previous sentence, including the impact of declines in pension plan assets and interest rates, as well as other changes such as any plan termination or other acceleration events.

	December 31,
	2023		2022
Net cash provided by (used in) operating activities	$	21,222	$	(210,230)
Net cash used in investing activities	(142,202)		(176,558)
Net cash provided by financing activities	464,561		297,172
Net change for the period	$	343,581	$	(89,616)

Sources and uses of cash flows from continuing operations for the years ended December 31, 2024 and 2023, are as follows:


	December 31,
	2024		2023
Net cash provided by operating activities	$	363,282	$	21,222
Net cash provided by (used in) investing activities	111,161		(142,202)
Net cash (used in) provided by financing activities	(646,312)		464,561
Net change for the period	$	(171,869)	$	343,581

Cash Flows from Operating Activities

During the year ended December 31, ~~2023~~2024, the Company generated $21363,~~222~~282 of cash, which was primarily due to operating income of $~~154~~271,~~002~~222, ~~and~~a ~~adjustments~~net todecrease ~~operating~~of ~~income~~$129,062 ~~including~~in loans held for sale, depreciation and amortization of $5659,~~565~~310, ~~and~~$23,081 ~~provision~~in ~~for~~non-cash ~~credit~~lease ~~losses of $51~~expense,~~824,~~ partially offset by ~~changes~~a indecrease ~~operating assets and liabilities~~ of $~~244~~93,~~964.~~912 ~~During~~in ~~the~~deferred ~~year~~income ~~ended December 31~~taxes, ~~2022,~~a ~~the~~decrease ~~Company~~of ~~used~~ $~~210~~44,~~230~~430 ofin ~~cash,~~accounts ~~which~~payable ~~was~~and ~~primarily~~accrued ~~due~~liabilities, ~~changes in operating assets~~ and ~~liabilities~~a decrease of $~~421~~11,~~258,~~948 ~~partially~~in ~~offset~~trade byand ~~operating~~other ~~income of $206,165~~receivables.

During the year ended December 31, 2023, the Company generated $21,222 of cash, which was primarily due to operating income of $154,002 and adjustments to operating income, including depreciation and amortization of $56,565 and provision for credit losses of $51,824, partially offset by changes in operating assets and liabilities of $244,964.

Cash Flows from Investing Activities

During the year ended December 31, ~~2023~~2024, the Company ~~used~~generated $~~142~~111,~~202~~161 of cash, which was primarily due to ~~purchases~~proceeds from the maturities of investments offor $~~208~~263,~~836~~459, loan originations, net of collections of $~~208~~32,~~571~~670 and ~~purchases~~proceeds offrom ~~property,~~the ~~plant,~~sales ~~and~~of ~~equipment~~investments of $5120,~~451~~619, partially offset by ~~proceeds~~purchases ~~from the sales~~ of investments of $~~213~~142,~~319,~~412 anand ~~increase~~purchases of ~~$65~~property,~~896~~ ~~in cash on consolidation due to the transfer and exchange agreement with Steel Connect~~plant, and ~~proceeds~~equipment ~~from the maturities~~ of ~~investments for~~ $4564,~~731~~963.

During the year ended December 31, ~~2022~~2023, the Company used $~~176~~142,~~558~~202 of cash, which was primarily due to ~~the~~ purchases of investments of $~~310~~208,~~798~~836, loan originations, net of collections of $90208,~~030,~~571 and purchases of property, plant, and equipment of $4751,~~541~~451, ~~and~~partially ~~the~~offset ~~acquisition~~by ofproceeds ~~Security~~from ~~Premium~~the ~~Finance~~sales ~~for~~of investments of $47213,~~280~~319, ~~partially~~an ~~offset~~increase byof ~~proceeds~~$65,896 ~~from~~in ~~the~~cash ~~maturities~~upon ofconsolidation ~~investments~~ of ~~$156~~Steel Connect,~~050~~ and proceeds from the ~~sales~~maturities of ~~businesses~~investments for $~~142~~45,~~426~~731.

Cash Flows from Financing Activities

During the year ended December 31, 2024, the Company used $646,312 of cash, which was primarily due to a decrease in deposits of $424,649, common share purchases of $109,411, net revolver repayments of $71,648, purchase of subsidiary shares of $16,181, a net decrease in other borrowings of $11,814, and a distribution to preferred unit holders of $9,519.

During the year ended December 31, 2023, the Company generated $464,561 of cash, which was primarily due to an increase in deposits of $513,211, partially offset by repayments of PPP borrowings of $26,486 and share purchases of $20,040.

~~During~~WebBank ~~the~~manages ~~year~~its ~~ended~~liquidity to provide adequate funds to meet anticipated financial obligations, such as certificate of deposit maturities and to fund customer credit needs. WebBank had $141,092 and $170,286 in cash and cash equivalents, time deposits placed at other institutions and federal funds sold at December 31, ~~2022~~2024 and 2023, ~~the~~respectively. ~~Company~~WebBank ~~generated~~had $~~297~~65,~~172~~000 and $50,000 in lines of ~~cash,~~credit ~~which~~from ~~was~~its ~~primarily~~correspondent ~~due~~banks toat anDecember 31, ~~increase~~2024 inand ~~deposits~~2023 ofrespectively. WebBank had $~~743~~204,~~593~~748 and $325,175 ~~partially~~available ~~offset~~from bythe ~~repayments~~Federal ofReserve ~~PPP~~discount ~~borrowings~~window ofat ~~$291~~December 31,~~117~~ 2024 and 2023, ~~net~~respectively. ~~revolver~~Therefore, ~~loan~~WebBank ~~repayments~~had a total of $90410,~~616,~~840 and ~~share~~$545,461 ~~repurchases~~in cash, lines of ~~$44~~credit and access to the Federal Reserve Bank discount window at December 31,~~973~~ 2024 and 2023, respectively, which represents approximately 19.5% and 21.8%, respectively, of WebBank's total assets (excluding PPP loans funded through the PPP Liquidity Facility).

WebBank manages its liquidity to provide adequate funds to meet anticipated financial obligations, such as certificate of deposit maturities and to fund customer credit needs. WebBank had $170,286 and $174,257 in cash and cash equivalents, time deposits placed at other institutions and federal funds sold at December 31, 2023 and 2022, respectively. WebBank had $50,000 and $55,000 in lines of credit from its correspondent banks at December 31, 2023 and 2022 respectively. WebBank had

$325,175 and $285,584 available from the Federal Reserve discount window at December 31, 2023 and 2022, respectively. Therefore, WebBank had a total of $545,461 and $514,841 in cash, lines of credit and access to the Federal Reserve Bank discount window at December 31, 2023 and 2022, respectively, which represents approximately 21.8% and 26.9%, respectively, of WebBank's total assets (excluding PPP loans funded through the PPP Liquidity Facility).

Deposits

Deposits at WebBank at December 31, ~~2023~~2024 and ~~2022~~2023 were as follows:

	2023		2022
	2024		2023
Current	$	1,~~711~~483,~~585~~241	$	1,~~360~~711,~~477~~585
Long-term	~~370~~173,~~107~~801		~~208~~370,~~004~~107
Total	$	21,~~081~~657,~~692~~042	$	12,~~568~~081,~~481~~692

The ~~increase~~decrease in deposits at December 31, ~~2023~~2024, as compared to ~~2022~~2023, is due to ~~WebBank's~~less ~~asset~~funding ~~growth~~needs driven by a reduction in held to maturity investments, held for sale loans and loans receivable. The average original maturity for time deposits at December 31, ~~2023~~2024 was 1510 months, as compared to 1415 months at December 31, ~~2022~~2023.

The following table details the maturity of time deposits as of December 31, ~~2023~~2024:

Maturity

< 3 Months

3 to 6 Months

6 to 12 Months

> 12 Months

Total

Certificate of deposits less than $100

~~564~~600,~~613~~405

~~417~~197,~~685~~232

~~310~~263,~~445~~488

~~369~~168,~~939~~657

1,~~662~~229,~~682~~782

Certificate of deposits of $100 or more

83,~~621~~431

2219,~~748~~341

1817,~~891~~229

~~168~~5,144

5045,~~428~~145

Total certificates of deposits

~~573~~603,~~234~~836

~~440~~216,~~433~~573

~~329~~280,~~336~~717

~~370~~173,~~107~~801

1,~~713~~274,~~110~~927

Off-Balance Sheet Risk

It is not the Company's usual business practice to enter into off-balance sheet arrangements such as guarantees on loans and financial commitments, indemnification arrangements and retained interests in assets transferred to an unconsolidated entity for securitization purposes. SPLP uses the same credit policy in making commitments and conditional obligations as it does for on-balance sheet instruments.

WebBank is a party to financial instruments with off-balance sheet risk. In the normal course of business, these financial instruments include commitments to extend credit in the form of loans as part of WebBank's lending arrangements with Marketing Partners. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the Company's consolidated balance sheets. The contractual amounts of those instruments reflect the extent of involvement WebBank has in particular classes of financial instruments.

At December 31, ~~2023~~2024 and ~~2022~~2023, WebBank's undisbursed commitments under these instruments totaled $~~340~~430,~~621~~960 and $~~606~~340,~~537~~621, respectively. Commitments to extend credit are agreements to lend to a borrower who meets the lending criteria established by WebBank through one of WebBank's lending agreements with its Marketing Partners, provided there is no violation of any condition established in the contract with the counterparty to the lending arrangement. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee, and in some cases are subject to ongoing adjustment by WebBank. Since certain of the commitments are expected to expire without the credit being extended, the total commitment amounts do not necessarily represent future cash requirements. WebBank evaluates each prospective borrower's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by WebBank upon extension of credit, is based on management's credit evaluation of the borrower and WebBank's Marketing Partner.

borrower's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by WebBank upon extension of credit, is based on management's credit evaluation of the borrower and WebBank's Marketing Partner.

WebBank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. WebBank uses the same credit policy in making commitments and conditional obligations as it does for on-balance sheet instruments.

Critical Accounting Policies and Estimates

The Company's discussion and analysis of financial condition and results of operations is based upon its consolidated financial statements, which have been prepared in conformity with U.S. GAAP. Preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. Estimates are based on historical experience, expected future cash flows and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Note 2 - "Summary of Significant Accounting Policies" to Consolidated Financial Statements, included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Report, includes a summary of the significant accounting policies and methods used in the preparation of the consolidated financial statements. The following is a discussion of the critical accounting policies and methods used by the Company.

Goodwill and Other Intangible Assets, Net

Goodwill represents the difference between the purchase price and the fair value of identifiable net assets acquired in a business combination. We review goodwill for impairment annually in the fourth quarter, and test for impairment during the year if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Examples of such events would include pertinent macroeconomic conditions, industry and market considerations, overall financial performance and other factors. An entity can choose between using the Step 0 approach or the Step 1 approach.

For the Step 0 approach, an entity may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the Step 0 assessment for any reporting unit in any period and proceed directly to performing the first step of the goodwill impairment test. An entity may resume performing the Step 0 assessment in any subsequent period. For the Step 1 approach, which is a quantitative approach, the Company will calculate the fair value of a reporting unit and compare it to its carrying amount. There are several methods that may be used to estimate a reporting unit's fair value, including the income approach, the market approach and/or the cost approach. The amount of impairment, if any, is determined by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge based on the amount that the carrying amount exceeds the reporting unit's fair value. The loss recognized should not exceed the total goodwill allocated to the reporting unit.

For ~~2023~~2024, the Company utilized a quantitative approach for all of its reporting units. The assessment was based on a combination of income and market approaches to estimate the fair value of the reporting units, which indicated that the fair values of the reporting units exceeded their respective carrying values. Significant assumptions used in the discounted cash flow analyses included expected future earnings and cash flows, which are based on management's current expectations, as well as the related risk-adjusted discount rate used to estimate fair value. There were no goodwill impairment charges recorded as a result of these assessments. It is possible in future periods that further declines in market conditions, customer demand or other potential changes in operations may increase the risk that these assets are impaired. At December 31, ~~2023~~2024, the goodwill related to the Electrical Products reporting unit is at risk of future impairment if the fair value of this reporting unit, and its associated assets, decrease in value due to the amount and timing of expected future cash flows, decreased customer demand for Electrical Products' services, an inability to execute management’'s business strategies, or general market conditions, such as economic downturns, and changes in interest rates, including discount rates. Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Company's estimates. If the Company's ongoing cash flow projections are not met or if market factors utilized in the impairment test deteriorate, including an unfavorable change in the terminal growth rate or the weighted-average cost of capital, the Company may have to record impairment charges in future periods. As of December 31, ~~2023~~2024 the Electrical Products reporting unit had $46,~~682~~611 of goodwill and its fair value exceeded its net book value by 1113%.

Long-Lived Asset Testing

The Company's accounting policy for long-lived assets is to estimate useful lives and to depreciate or amortize such assets over such lives. The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. If the carrying amounts of the long-lived assets exceed the sum of the undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amounts exceeds their fair values. The Company performs such assessments at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, which is generally at the plant level, operating company level or the reporting unit level, depending on the level of interdependencies in the Company's operations. The Company considers various factors in determining whether an impairment test is necessary, including among other things: a significant or prolonged deterioration in operating results and projected cash flows; significant changes in the extent or manner in which assets are used; technological advances with respect to assets which would potentially render them obsolete; the Company's strategy and capital planning; and the economic climate in the markets it serves. When estimating future cash flows and if necessary, fair value, the Company makes judgments as to the expected utilization of assets and estimated future cash flows related to those assets. The Company considers historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and other information available at the time the estimates are made. The Company believes

~~these~~Long-Lived ~~estimates~~Asset ~~are reasonable; however, changes in circumstances or conditions could have a significant impact on its estimates, which might result in material impairment charges in the future.~~Testing

Pension and Other Post-Retirement Benefit Costs

The Company maintains qualified and non-qualified pension and other post-retirement benefit plans for certain subsidiaries. The Company recorded pension income of $115,~~725~~218 for the year ended December 31, ~~2023~~2024 related to its significant pension plans, and, as of December 31, ~~2023~~2024, the Company had recorded pension assets of $5,903 and pension liabilities totaling $4616,~~195~~447. Pension benefits are generally based on years of service and the amount of compensation earned during the participants' employment. However, the qualified pension benefits have been frozen for all participants.

The pension and other post-retirement benefit costs are developed from actuarial valuations. Inherent in these valuations are key assumptions, including discount and mortality rates and expected long-term rates of return on plan assets. Material changes in pension and other post-retirement benefit costs may occur in the future due to changes in these assumptions, changes in the number of plan participants, changes in the level of benefits provided, changes to the level of contributions to these plans and other factors.

Actuarial assumptions for its pension and other post-retirement benefit plans are determined each year to calculate liability information as of year-end, and pension and other post-retirement benefit expense or income for the following year. The discount rate assumption is derived from the rate of return on high-quality bonds.

The various pension plan assets are diversified as to type of assets, investment strategies employed and number of investment managers used. Investments may include equities, fixed income, cash equivalents, convertible securities and private investment funds. Derivatives may be used as part of the investment strategy. The transfer of assets may be directed between investment managers in order to rebalance the portfolio in accordance with asset allocation guidelines established by the Company. The private investment funds, or the investment funds they are invested in, own marketable and non-marketable securities and other investment instruments. Such investments are valued by the private investment funds, underlying investment managers or the underlying investment funds at fair value, as described in their respective financial statements and offering memorandums. These values are utilized in quantifying the value of the assets of its pension plans, which are then used in the determination of the unfunded pension liabilities on the Company's consolidated balance sheets. Because of the inherent uncertainty of valuation of some of the pension plans' investments in private investment funds and the nature of some of the underlying investments held by the investment funds, the recorded value may differ from the value that would have been used had a ready market existed for some of these investments for which market quotations are not readily available. Management uses judgment to make assumptions on which its employee benefit liabilities and expenses are based.

Allowance for Credit Losses

The ACL includes the allowance for loan losses, reserves for unfunded commitments and allowance on held to maturity debt securities. The ACL represents WebBank’s estimate of current expected credit losses related to loans, including unfunded lending commitments as well as held to maturity debt securities as of the balance sheet date. The ACL represents an amount that, in management's judgment, approximates the current principal amount of loans that will not be collected over the life of ~~those loans. Determining the ACL is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.~~

those loans. Determining the ACL is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

WebBank utilizes complex models to obtain reasonable and supportable forecasts of future economic conditions dependent upon specific macroeconomic variables related to each of WebBank's loan portfolios. Loans deemed to be collateral dependent are individually evaluated for loss based on the value of the underlying collateral.

The adequacy of the ACL is monitored on a regular basis and is based on management's evaluation of numerous factors, including: the credit loss model outputs; quality of the current loan portfolio; the trend in the loan portfolio's risk ratings; current economic conditions; loan concentrations; loan growth rates; past-due and non-performing trends; evaluation of specific loss estimates for all significant loans with probable or observed credit weaknesses; historical charge-off and recovery experience; and other pertinent information. For additional information related to the Company's ACL, see Note 6 - "Loans Receivable, Including Loans Held for Sale" included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Report.

Because current economic conditions and forecasts can change and future events are inherently difficult to predict, the anticipated amount of estimated credit losses on loans, and therefore the appropriateness of the ACL, could change significantly. It is difficult to estimate how potential changes in any one economic factor or input might affect the overall allowance because a wide variety of factors and inputs are considered in estimating the allowance and changes in those factors and inputs considered may not occur at the same rate and may not be consistent across all product types. Additionally, changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others. Management believes that the ACL was adequate as of December 31, 2024.

wide variety of factors and inputs are considered in estimating the allowance and changes in those factors and inputs considered may not occur at the same rate and may not be consistent across all product types. Additionally, changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others. Management believes that the ACL was adequate as of December 31, 2023.

Income Taxes

As a limited partnership, we are generally not responsible for federal and state income taxes, and our profits and losses are passed directly to our limited partners for inclusion in their respective income tax returns. Our subsidiaries that are corporate subsidiaries are subject to federal and state income taxes. The table in Note 16 - "Income Taxes" to the Consolidated Financial Statements, included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Report, reconciles a hypothetical calculation of federal income taxes based on the federal statutory rate applied to the income or loss before income taxes and equity method investments. The tax effect of income passed through to common unitholders is subtracted from the hypothetical calculation.

Our subsidiaries that are subject to income taxes use the liability method of accounting for such taxes. Under the liability method, deferred tax assets and deferred tax liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and deferred tax liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Our subsidiaries evaluate the recoverability of deferred tax assets and establish a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized.

When tax returns are filed, it is highly certain that most positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is provided for and reflected as a liability for unrecognized tax benefits on the consolidated balance sheets, along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Contingencies, Including Legal and Environmental Liabilities

The Company is subject to litigation, proceedings, claims or assessments and various contingent liabilities incidental to its business or assumed in connection with certain business acquisitions. The Company accrues a charge for a loss contingency when it believe it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If the loss is within a range of specified amounts, the most likely amount is accrued, and the Company accrues the minimum amount in the range if no amount within the range represents a better estimate. Generally, the Company records the loss contingency at the amount we expect to pay to resolve the contingency and the amount is generally not discounted to the present value. Amounts recoverable under insurance contracts are recorded as assets when recovery is deemed probable. Contingencies that might result in a gain are not recognized until realizable. Changes to the amount of the estimated loss or resolution of one or more contingencies could have a material impact on our results of operations, financial position and cash flows.

The Company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study. Such accruals are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. For more information see Note 19 - "Commitments and Contingencies" to the Consolidated Financial Statements, included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Report.

the range if no amount within the range represents a better estimate. Generally, the Company records the loss contingency at the amount we expect to pay to resolve the contingency and the amount is generally not discounted to the present value. Amounts recoverable under insurance contracts are recorded as assets when recovery is deemed probable. Contingencies that might result in a gain are not recognized until realizable. Changes to the amount of the estimated loss or resolution of one or more contingencies could have a material impact on our results of operations, financial position and cash flows.

New or Recently Adopted Accounting Pronouncements

For a discussion of the Company's new or recently adopted accounting pronouncements, see Note 2 - "Summary of Significant Accounting Policies" to the Consolidated Financial Statements, included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company is not required to provide this information as it is a "smaller reporting company," as defined in Rule 12b-2 of the Exchange Act.

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Reports of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34)			49
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2023 and 2022			52
Consolidated Balance Sheets as of December 31, 2024 and 2023			52
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022			53
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023			53
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 2022			54
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023			54
Consolidated Statements of Changes in Capital for the years ended December 31, 2023 and 2022			55
Consolidated Statements of Changes in Capital for the years ended December 31, 2024 and 2023			55
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022			56
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023			56
Notes to Consolidated Financial Statements			57

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the unitholders and the Board of Directors of Steel Partners Holdings L.P.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Steel Partners Holdings L.P. and subsidiaries (the "Company") as of December 31, ~~2023~~2024, and ~~2022~~2023, the related consolidated statements of operations, comprehensive income, changes in capital, and cash flows, for each of the two years in the period ended December 31, ~~2023~~2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024, and ~~2022~~2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 811, ~~2024~~2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment of the Electrical Products Reporting Unit — Refer to Notes 2 and 8 to the consolidated financial statements

Critical Audit Matter Description

The Company’'s evaluation of goodwill for impairment involves management performing an assessment of each reporting unit to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value. On the ~~interim and~~ annual testing date of ~~September 30, 2023 and~~ December 1, ~~2023~~2024, ~~respectively,~~ management performed a quantitative approach (Step 1) to evaluate the Electrical Products reporting unit for impairment. As of December 1, ~~2023~~2024, the Electrical Products reporting unit had $46.76 million of goodwill and its fair value exceeded its net book value by 1113%. In performing Step 1, management compared the fair value of the reporting unit to its respective carrying value. The Company determined the fair value estimate of the reporting unit based on a combination of income and market approaches. The income approach utilized a discounted cash flow model that required management to make significant estimates and assumptions related to expected revenue growth rates, expected adjusted earnings before interest, taxes and depreciation (“"Adjusted EBITDA”"), and discount rates,. ~~and~~Changes ~~long-term~~in these assumptions could have a significant impact on the

~~growth rates. Changes in these assumptions could have a significant impact on the~~ fair value, which ~~then~~ could then result in a goodwill impairment charge. The fair value of the reporting unit exceeded its carrying value as of the measurement ~~dates~~date and therefore no impairment was recognized.

We identified goodwill impairment ~~for~~of the Electrical Products reporting unit as a critical audit matter because of the significant amount of goodwill recorded at the reporting unit, the significant estimates and assumptions management made to estimate the fair value of the reporting unit and the ~~differences~~relatively small difference between its fair value and carrying value. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’'s estimates and assumptions related to the expected revenue growth rates, expected Adjusted EBITDA, and the selection of the discount ~~and long-term growth rates~~rate.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to goodwill impairment included the following, among others:

•We tested the effectiveness of controls over management’'s goodwill impairment evaluation, including those over the determination of the fair value, such as controls related to management’'s forecasts of future revenue and expected Adjusted EBITDA.

•We evaluated management’'s ability to accurately forecast by comparing historical results to management’'s historical forecasts.

•We evaluated the reasonableness of management’'s forecasts of expected revenue and expected growth rates and Adjusted EBITDA by comparing management’'s forecasts with:

–Historical cash flow and trends

–Underlying business strategies and growth plans

–Internal communications to management and the Board of Directors

–External communications, independent industry reports, and forecasted information from selected companies in the reporting unit’'s peer group.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) Company’'s valuation methodologies and (2) discount ~~and~~rate ~~long-term growth rates~~ by:

–Testing the source information underlying the determination of the discount rate and ~~long-term growth rate and~~ the mathematical accuracy of the calculation.

–Developing an independent range of the discount rate and comparing it to the discount rate selected by management.

Income Taxes — Realizability of Deferred Tax Assets Related to Steel Connect Inc. — Refer to ~~Notes~~Note 16 to the consolidated financial statements

Critical Audit Matter Description

~~The~~Deferred ~~Company~~tax ~~recognizes~~assets ~~deferred~~and ~~income~~liabilities ~~taxes~~are ~~for~~measured ~~tax~~using ~~attributes~~enacted ~~and~~tax ~~for~~rates ~~differences~~in ~~between~~effect for the ~~financial~~year ~~statement~~in ~~and~~which ~~tax~~those ~~basis~~temporary ofdifferences ~~assets~~are ~~and~~expected ~~liabilities~~to atbe ~~enacted~~recovered ~~statutory~~or ~~tax~~settled. ~~rates~~The in effect ~~for~~of ~~the~~a ~~years~~change in ~~which~~tax ~~the~~rates on deferred tax ~~liability~~assets orand ~~asset~~liabilities is ~~expected~~recognized toin beincome ~~settled~~in orthe ~~realized.~~period Athat ~~valuation~~includes ~~allowance~~the isenactment ~~provided~~date. toDeferred ~~offset deferred~~ tax assets are reduced by a valuation allowance if, based ~~upon~~on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized. ~~Future~~in ~~realization~~future ofperiods. ~~deferred~~This ~~tax~~methodology ~~assets~~is ~~depends~~subjective onand ~~the~~requires ~~existence~~significant ofestimates ~~sufficient~~and ~~taxable~~judgments ~~income~~in of the ~~appropriate~~determination ~~character. Sources~~ of ~~taxable~~the ~~income~~recoverability ~~include future reversals~~ of deferred tax assets and ~~liabilities, expected future taxable income, taxable income~~ in ~~prior carryback years if permitted under~~ the ~~tax~~calculation ~~law,~~of ~~and~~certain tax ~~planning strategies~~liabilities.

During the year ended December 31, ~~2023~~2024, the Company ~~transferred~~reassessed ~~shares~~the ~~valued~~need atfor ~~$202.7~~a ~~million,~~valuation allowance against deferred tax assets related to the Steel Connect, Inc. intax ~~exchange~~paying ~~for~~entity ~~3,500,000~~by ~~shares~~evaluating ofpre-tax ~~Series~~income Eover ~~Preferred~~the ~~Stock~~prior three years, ~~which~~concluding this resulted in cumulative pre-tax income. In assessing pre-tax income, the Company ~~obtaining~~considered acurrent ~~controlling~~sources ~~interest~~of inrevenue ~~Steel~~and ~~Connect,~~future ~~Inc.~~cash Atflows ~~the~~and ~~time~~after ofconsidering ~~the~~historical ~~transfer~~and ~~there~~projected ~~was~~future antaxable ~~unrealized~~income ~~gain~~and onexisting ~~the~~taxable ~~shares~~temporary ~~for~~differences, ~~which~~management adetermined ~~deferred~~that ~~tax~~it ~~liability~~ was ~~required.~~more ~~Steel~~likely ~~Connect~~than ~~had~~not ~~maintained~~that ~~and~~the ~~continues~~deferred totax ~~maintain~~assets would be realized. As a ~~full~~result, ~~valuation~~during ~~allowance~~the ~~against~~second ~~its~~quarter ~~net~~of ~~deferred~~fiscal ~~tax~~year ~~assets~~2024, asthe ~~they~~Company ~~are~~released ~~not~~substantially ~~more~~all ~~likely~~of ~~than~~the ~~not~~valuation toallowance beon ~~utilized~~the Steel Connect NOLs. ~~However,~~The ~~there~~Company ~~was~~did anot ~~change~~release inthe valuation allowance asrelating ~~part~~to ofapproximately ~~obtaining~~$0.9 ~~control~~million of Steel Connect, ~~Inc.~~state ~~due~~NOLs tothat the ~~deferred~~Company ~~tax~~anticipates ~~liability~~will ~~related~~expire tounutilized. This release of the ~~unrealized~~valuation ~~gain~~allowance onresulted ~~the~~in ~~transferred~~a ~~shares~~non-cash income tax benefit of $73.4 million.

We identified management’'s determination ofthat ~~the~~it ~~amount~~is ofmore ~~the~~likely ~~change~~than innot ~~the~~that ~~valuation~~sufficient ~~allowance~~taxable ~~resulting~~income ~~from~~will be generated in the ~~unrealized~~future ~~gain~~to onrealize ~~the~~deferred ~~transferred~~tax ~~shares~~assets as a critical audit matter because of the significant judgments and estimates management ~~made~~makes related to taxable income ~~of an appropriate character~~. This required a high degree of auditor judgment and an increased extent of effort, including the

~~the~~ need to involve our income tax specialists and assistance of our firm's professionals with expertise in the accounting for income taxes, when performing audit procedures to evaluate the reasonableness of management’'s ~~judgment~~estimates ~~related~~of ~~to that~~ taxable income.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the ~~realizability~~determination ofthat it is more likely than not that sufficient taxable income will be generated in the future to realize deferred tax assets included, ~~among~~the ~~other things~~following, ~~the~~among ~~following~~others:

•We tested the effectiveness of controls over deferred tax assets, including management's controls over the ~~determination~~estimates of ~~deferred~~taxable ~~tax~~income ~~assets~~ and the ~~realizability~~determination of ~~those~~whether it is more likely than not that the deferred tax assets will be realized.

•WeWith the assistance of our firm's professionals with expertise in the accounting for income taxes, we evaluated the reasonableness of the methods, assumptions, and judgments used by management to determine whether the deferred tax assets would be realized in the future.

•WeWith the assistance of our income tax specialists, we evaluated whether the ~~reasonableness~~sources of management's ~~assessment~~estimated future taxable income were of the ~~significance~~appropriate character and ~~weighting~~sufficient ofto ~~negative~~utilize ~~evidence~~the ~~and~~deferred ~~positive~~tax ~~evidence~~assets ~~that~~under isthe ~~objectively~~relevant ~~verifiable~~tax law prior to expiration.

•~~With~~We ~~the~~tested ~~assistance of our income tax specialists, we evaluated whether~~ the ~~sources~~reasonableness of ~~the~~ management’'s ~~estimated~~estimates ~~future~~of taxable income ~~were~~by ofcomparing ~~appropriate character and sufficient to utilize~~ the ~~deferred~~estimates ~~tax assets under the relevant tax law prior~~ to ~~expiration.~~:

~~•We~~–Internal evaluated whether the projections of future taxable income, including evaluating tax opinions of third party specialists regarding such taxable income, were consistent with evidence obtained in other areas of the auditbudgets.

–Historical taxable income, as adjusted for nonrecurring items.

–Internal communications to management and the Board of Directors.

–Forecasted information included in Company press releases as well as in analyst and industry reports for the Company and certain of its peer companies.

•We evaluated whether the estimates of future taxable income were consistent with evidence obtained in other areas of the audit.

/s/ Deloitte & Touche LLP

New York, New York

March 811, ~~2024~~2025

We have served as the Company's auditor since 2018.

STEEL PARTNERS HOLDINGS L.P.

Consolidated Balance Sheets

(in thousands, except common units)

	December 31, 2023		December 31, 2022
	December 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	~~577~~404,~~928~~442	$	~~234~~577,~~448~~928
Trade and other receivables - net of allowance for doubtful accounts of $2,481 and $2,414, respectively	216,429		183,861
Trade and other receivables - net of allowance for doubtful accounts of $1,509 and $2,481, respectively	227,996		216,429
Receivables from related parties	234		961
Loans receivable, including loans held for sale of $739,822 and $868,884, respectively, net	1,566,981		1,582,536
Loans receivable, including loans held for sale of $868,884 and $602,675, respectively, net	1,582,536		1,131,745
Inventories, net	195,617		202,294
Inventories, net	202,294		214,084
Prepaid expenses and other current assets	48,649		48,169
Prepaid expenses and other current assets	47,935		40,129
Total current assets	2,443,685		2,627,356
Total current assets	2,627,356		1,805,228
Long-term loans receivable, net	231,262		386,072
Long-term loans receivable, net	386,072		423,248
Goodwill	145,670		148,838
Goodwill	148,838		125,813
Other intangible assets, net	97,280		114,177
Other intangible assets, net	114,177		94,783
Deferred tax assets	80,273		581
Other non-current assets	~~342~~149,~~046~~429		~~195~~341,~~859~~465
Property, plant and equipment, net	~~253~~275,~~980~~775		~~238~~253,~~510~~980
Operating lease right-of-use assets	76,746		42,711
Pension asset	5,903		—
Long-term investments	41,225		309,697
Operating lease right-of-use assets	66,297		76,746
Total Assets	$	3,990,440	$	3,235,849
Long-term investments	84,693		41,225
Total Assets	$	3,580,267	$	3,990,440
LIABILITIES AND CAPITAL
Current liabilities:
Accounts payable	$	131,~~922~~768	$	~~109~~131,~~572~~922
Accrued liabilities	~~117~~101,~~943~~592		~~112~~117,~~744~~943
Deposits	1,~~711~~483,~~585~~241		1,~~360~~711,~~477~~585
Payables to related parties	2,529		2,881
Other current liabilities	101,768		103,682
Short-term debt	—		685
Total current liabilities	1,818,369		2,065,132
Current portion of long-term debt	67		67
Long-term deposits	173,801		370,107
Other current liabilities	101,086		62,717
Long-term debt	119,588		191,304
Total current liabilities	2,065,132		1,649,143
Other borrowings	1,632		15,065
Long-term deposits	370,107		208,004
Preferred unit liability	155,613		154,925
Long-term debt	191,304		179,572
Accrued pension liabilities	16,447		46,195
Other borrowings	15,065		41,682
Deferred tax liabilities	10,047		18,353
Preferred unit liability	154,925		152,247
Long-term operating lease liabilities	53,134		61,790
Accrued pension liabilities	46,195		84,948
Other non-current liabilities	58,212		62,161
Deferred tax liabilities	18,353		41,055
Total Liabilities	2,406,843		2,985,032
Long-term operating lease liabilities	61,790		35,512
Other non-current liabilities	62,161		42,226
Total Liabilities	2,985,032		2,434,389
Commitments and Contingencies
Capital:
Partners' capital common units: 21,296,067 and 21,605,093 issued and outstanding (after deducting 18,367,307 and 17,904,679 units held in treasury, at cost of $329,297 and $309,257, respectively	1,079,853		952,094
Partners' capital common units: 19,078,201 and 21,296,067 issued and outstanding (after deducting 20,727,941 and 18,367,307 units held in treasury, at cost of $438,708 and $329,297, respectively	1,234,793		1,079,853
Accumulated other comprehensive loss	(~~121~~102,~~223~~381)		(~~151~~121,~~874~~223)
Total Partners' Capital	~~958~~1,~~630~~132,412		~~800~~958,~~220~~630
Noncontrolling interests in consolidated entities	4641,~~778~~012		146,~~240~~778
Total Capital	1,~~005~~173,~~408~~424		~~801~~1,~~460~~005,408
Total Liabilities and Capital	$	3,~~990~~580,~~440~~267	$	3,~~235~~990,~~849~~440

See accompanying Notes to Consolidated Financial Statements

STEEL PARTNERS HOLDINGS L.P.

Consolidated Statements of Operations

(in thousands, except common units and per common unit data)

December 31,

2023

2022

2024

2023

Revenue:

Diversified Industrial net sales

1,~~193~~242,~~964~~970

1,~~285~~193,~~666~~964

Energy net revenue

~~179~~145,~~438~~019

~~181~~179,~~811~~438

Financial Services revenue

~~416~~454,~~911~~225

~~227~~416,~~964~~911

Supply Chain revenue

~~115~~185,~~144~~634

—115,144

Total revenue

12,~~905~~027,~~457~~848

1,~~695~~905,~~441~~457

Costs and expenses:

Cost of goods sold

1,~~103~~152,~~017~~355

1,~~096~~103,~~936~~017

Selling, general and administrative expenses

~~504~~547,~~960~~125

~~383~~504,~~377~~960

Asset impairment charges

~~865~~671

~~3,162~~865

Finance interest expense

8089,~~432~~000

1680,~~907~~432

Provision for credit losses

517,~~824~~740

2351,~~177~~824

Interest expense

188,~~400~~015

2018,~~649~~400

Gains from sales of businesses

~~(58)~~—

(~~85,683~~58)

Realized and unrealized gains on securities, net

(7,074)

(34,791)

Realized and unrealized losses (gains) on securities, net

2,983

(7,074)

Other income, net

(83,~~115~~623)

(38,~~791~~115)

Total costs and expenses

1,~~744~~804,~~251~~266

1,~~419~~744,~~943~~251

Income from operations before income taxes and equity method investments

~~161~~223,~~206~~582

~~275~~161,~~498~~206

Income tax (benefit) provision

(1,674)

73,944

Income tax benefit

(53,255)

(1,674)

Loss (income) of associated companies, net of taxes

8,878

(4,611)

Loss of associated companies, net of taxes

5,615

8,878

Net income

~~154~~271,~~002~~222

~~206~~154,~~165~~002

Net income attributable to noncontrolling interests in consolidated entities

(39,~~173~~660)

(~~193~~3,173)

Net income attributable to common unitholders

~~150~~261,~~829~~562

~~205~~150,~~972~~829

Net income per common unit - basic

Net income attributable to common unitholders

713.0407

97.0304

Net income per common unit - diluted

Net income attributable to common unitholders

611.4338

86.1243

Weighted-average number of common units outstanding - basic

2120,~~433~~006,~~900~~429

2221,~~813~~433,~~588~~900

Weighted-average number of common units outstanding - diluted

2524,~~356~~053,~~796~~388

2625,~~869~~356,~~440~~796

See accompanying Notes to Consolidated Financial Statements

STEEL PARTNERS HOLDINGS L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

	December 31,
	2023		2022
	2024		2023
Net income	$	~~154~~271,~~002~~222	$	~~206~~154,~~165~~002
Other comprehensive income (loss), net of tax:
Currency translation adjustments	2(3,~~120~~650)		(32,~~152)~~120
Changes in pension liabilities and other post-retirement benefit obligations	2822,~~531~~492		~~(16~~28,~~919)~~531
Other comprehensive (loss) income	3018,~~651~~842		~~(20~~30,~~071)~~651
Comprehensive income	~~184~~290,~~653~~064		~~186~~184,~~094~~653
Comprehensive income attributable to noncontrolling interests	(39,~~173~~660)		(~~193~~3,173)
Comprehensive income attributable to common unitholders	$	~~181~~280,~~480~~404	$	~~185~~181,~~901~~480

See accompanying Notes to Consolidated Financial Statements

STEEL PARTNERS HOLDINGS L.P.

Consolidated Statements of Changes in Capital

(in thousands, except common units and treasury units)

	Steel Partners Holdings L.P. Common Unitholders
	Common	Treasury Units			Partners'		Accumulated Other Comprehensive		Total Partners'		Noncontrolling Interests in Consolidated		Total
	Units	Units	Dollars		Capital		(Loss) Income		Capital		Entities		Capital
Balance at December 31, 2021	37,828,941	(16,810,932)	(264,284)		795,140		(131,803)		663,337		5,711		669,048
Balance at December 31, 2022	39,509,772	(17,904,679)	$	(309,257)	$	952,094	$	(151,874)	$	800,220	$	1,240	$	801,460
Net income	—	—	—		205,972		—		205,972		193		206,165
Currency translation adjustments	—	—	—		—		(3,152)		(3,152)		—		(3,152)
Changes in pension liabilities and post-retirement benefit obligations	—	—	—		—		(16,919)		(16,919)		—		(16,919)
Equity compensation - restricted units	1,712,781	—	—		1,280		—		1,280		—		1,280
Tax withholding related to vesting of restricted units	(31,950)	—	—		(1,394)		—		(1,394)		—		(1,394)
Purchases of SPLP common units	—	(1,093,747)	(44,973)		(44,973)		—		(44,973)		—		(44,973)
Purchase of subsidiary shares from noncontrolling interests	—	—	—		(3,942)		—		(3,942)		(4,664)		(8,606)
Other, net	—	—	—		11		—		11		—		11
Balance at December 31, 2022	39,509,772	(17,904,679)	(309,257)		952,094		(151,874)		800,220		1,240		801,460
Net income	—	—	—		150,829		—		150,829		3,173		154,002
Cumulative effect of change in accounting principle for current expected credit losses, net of tax	—	—	—		(3,862)		—		(3,862)		—		(3,862)
Currency translation adjustments	—	—	—		—		2,120		2,120		—		2,120
Changes in pension liabilities and post-retirement benefit obligations	—	—	—		—		28,531		28,531		—		28,531
Equity compensation - restricted units	169,332	—	—		1,617		—		1,617		—		1,617
Tax withholding related to vesting of restricted units	(15,730)	—	—		(605)		—		(605)		—		(605)
Purchases of SPLP common units	—	(462,628)	(20,040)		(20,040)		—		(20,040)		—		(20,040)
Noncontrolling interests assumed upon consolidation of Steel Connect	—	—	—		—		—		—		44,718		44,718
Adjustment to interest in consolidated subsidiaries	—	—	—		(110)		—		(110)		(2,481)		(2,591)
Other, net	—	—	—		(70)		—		(70)		128		58
Balance at December 31, 2023	39,663,374	(18,367,307)	$(329,297)	~~(329,297)~~	$1,079,853	~~1,079,853~~	$(121,223)	~~(121,223)~~	$958,630	~~958,630~~	$	46,778	$1,005,408	~~1,005,408~~
Net income	—	—	—		261,562		—		261,562		9,660		271,222
Currency translation adjustments	—	—	—		—		(3,650)		(3,650)		—		(3,650)
Changes in pension liabilities and post-retirement benefit obligations	—	—	—		—		22,492		22,492		—		22,492
Equity compensation - restricted units	128,355	—	—		2,228		—		2,228		—		2,228
Tax withholding related to vesting of restricted units	(13,125)	—	—		(1,077)		—		(1,077)		—		(1,077)
Share-based long term incentive plan unit awards	27,538	—	—		1,604		—		1,604		—		1,604
Purchases of SPLP common units	—	(2,360,634)	(109,411)		(109,411)		—		(109,411)		—		(109,411)
Adjustment to interest in consolidated subsidiaries	—	—	—		—		—		—		(15,484)		(15,484)
Other, net	—	—	—		34		—		34		58		92
Balance at December 31, 2024	39,806,142	(20,727,941)	$	(438,708)	$	1,234,793	$	(102,381)	$	1,132,412	$	41,012	$	1,173,424

See accompanying Notes to Consolidated Financial Statements

STEEL PARTNERS HOLDINGS L.P.

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended December 31,
	2023		2022
	2024		2023
Cash flows from operating activities:
Net income	$	~~154~~271,~~002~~222	$	~~206~~154,~~165~~002
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	517,~~824~~740		2351,~~177~~824
Loss (income) of associated companies, net of taxes	8,878		(4,611)
Loss of associated companies, net of taxes	5,615		8,878
Realized and unrealized gains on securities, net	(7,074)		(34,791)
Realized and unrealized losses (gains) on securities, net	2,983		(7,074)
Gains from sale of businesses	~~(58)~~—		(~~85,683~~58)
Gain on sale of property, plant and equipment	—		(940)
Derivative gains on economic interests in loans	(5,940)		(4,713)
Derivative gains on economic interests in loans	(4,713)		(5,294)
Non-cash pension expense	5,326		11,806
Non-cash pension expense (income)	11,806		(7,042)
Deferred income taxes	(93,912)		(30,069)
Deferred income taxes	(30,069)		48,546
Depreciation and amortization	59,310		56,565
Depreciation and amortization	56,565		53,755
Non-cash lease expense	23,081		18,377
Non-cash lease expense	18,377		10,461
Equity-based compensation	2,228		1,617
Equity-based compensation	1,617		1,280
Asset impairment charges	671		865
Asset impairment charges	865		3,162
Other	1,351		4,166
Other	4,166		2,843
Net change in operating assets and liabilities:
Trade and other receivables	4(11,~~802~~948)		~~(710)~~4,802
Inventories	196,~~247~~116		~~(41~~19,~~086)~~247
Prepaid expenses and other assets	(74,~~718)~~807		(107,~~431~~718)
Accounts payable, accrued and other liabilities	4(44,~~914~~430)		354,~~012~~914
Net increase in loans held for sale	(266,209)		(404,043)
Net decrease (increase) in loans held for sale	129,062		(266,209)
Net cash provided by (used in) operating activities	21,222		(210,230)
Net cash provided by operating activities	363,282		21,222
Cash flows from investing activities:
Purchases of investments	(~~208~~142,~~836~~412)		(~~310~~208,~~798~~836)
Proceeds from maturities of investments	45263,~~731~~459		~~156~~45,~~050~~731
Proceeds from sales of investments	~~213~~20,~~319~~619		19213,~~828~~319
Principal repayment on Steel Connect Convertible Note	~~1,000~~—		—1,000
Loan originations, net of collections	~~(208~~32,~~571)~~670		(90208,~~030~~571)
Purchases of property, plant and equipment	(5164,~~451~~963)		(4751,~~541~~451)
Proceeds from sale of property, plant and equipment	12,~~846~~093		1,~~241~~846
Proceeds from sale of businesses	—		142,426
Increase in cash upon consolidation of Steel Connect	—		65,896
Acquisitions, net of cash acquired	—		(47,280)
Other	(305)		(1,136)
Increase in cash upon consolidation of Steel Connect	65,896		—
Net cash provided by (used in) investing activities	111,161		(142,202)
Other	(1,136)		(454)
Net cash used in investing activities	(142,202)		(176,558)
Cash flows from financing activities:
Net revolver borrowings (repayments)	11,115		(90,616)
Net revolver (repayments) borrowings	(71,648)		11,115
Repayments of term loans	(6768)		(8267)
Purchases of the Company's common units	(20109,~~040~~411)		(4420,~~973~~040)
Net decrease in other borrowings	(26,486)		(291,117)
Purchases of the Company's preferred units	(1,945)		—
Distribution to preferred unitholders	(9,633)		(9,633)
Net decrease in other borrowings	(11,814)		(26,486)
Purchase of subsidiary shares from noncontrolling interests	(2,934)		(8,606)
Distribution to preferred unitholders	(9,519)		(9,633)
Tax withholding related to vesting of restricted units	(605)		(1,394)
Purchase of subsidiary shares from noncontrolling interests	(16,181)		(2,934)
Net increase in deposits	513,211		743,593
Tax withholding related to vesting of restricted units	(1,077)		(605)
Net cash provided by financing activities	464,561		297,172
Net (decrease) increase in deposits	(424,649)		513,211
Net change for the period	343,581		(89,616)
Net cash (used in) provided by financing activities	(646,312)		464,561
Effect of exchange rate changes on cash and cash equivalents	(101)		(1,299)
Net change for the period	(171,869)		343,581
Cash and cash equivalents at beginning of period	234,448		325,363
Effect of exchange rate changes on cash and cash equivalents	(1,617)		(101)
Cash and cash equivalents at end of period	$	577,928	$	234,448
Cash and cash equivalents at beginning of period	577,928		234,448
Cash and cash equivalents at end of period	$	404,442	$	577,928

See accompanying Notes to Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

All amounts used in the Notes to Consolidated Financial Statements are in thousands, except common and preferred units, per common and preferred unit, share, per share data or as otherwise noted.

1. NATURE OF THE BUSINESS AND BASIS OF PRESENTATION

Nature of the Business

Steel Partners Holdings L.P. ("SPLP" or "Company") is a diversified global holding company that engages in multiple businesses through consolidated subsidiaries and other interests. It owns and operates businesses and has significant interests in various companies, including diversified industrial products, energy, banking, defense, supply chain management and logistics and youth sports. SPLP operates through the following segments: Diversified Industrial, Energy, Financial Services and Supply Chain, which are managed separately and offer different products and services. For additional details related to the Company's reportable segments see Note 21 - "Segment Information." Steel Partners Holdings GP Inc. ("SPH GP"), a Delaware corporation, is the general partner of SPLP and is wholly-owned by SPLP. The Company is managed by SP General Services LLC ("Manager"), pursuant to the terms of an amended and restated management agreement ("Management Agreement") discussed in further detail in Note 20 - "Related Party Transactions."

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its majority or wholly-owned subsidiaries. All material inter-company accounts and transactions have been eliminated in consolidation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in Preparation of Consolidated Financial Statements

The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP"). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses, and related disclosure of contingent assets and liabilities during the reporting period. The more significant estimates include: (1) revenue recognition; (2) the valuation allowances for trade and other receivables, loans receivable and inventories; (3) the valuation of goodwill, indefinite-lived intangible assets, long-lived assets and associated companies; (4) the valuation of deferred tax assets; (5) contingencies, including legal and environmental liabilities; (6) fair value of derivatives; (7) post-employment benefit liabilities; (8) estimates and assumptions used in the determination of fair value of certain securities; and (9) estimates of loan losses. Actual results may differ from the estimates used in preparing the consolidated financial statements; and, due to substantial holdings in and/or restrictions on certain investments, the value that may be realized could differ from the estimated fair value.

Cash and Cash Equivalents

Cash and cash equivalents include cash and deposits in depository institutions and financial institutions, and includes WebBank cash at the Federal Reserve Bank. The Company considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include qualifying money market funds and exclude amounts where availability is restricted by loan agreements or other contractual provisions. Cash equivalents are stated at cost, which approximates market value.

Marketable Securities and Long-Term Investments

Marketable securities consist of short-term deposits, corporate debt and equity instruments, and mutual funds. The Company classifies its marketable securities as current assets based on the nature of the securities and their availability for use in current operations. Long-term investments consist of equity securities and certain associated company investments. Held-to-maturity securities are classified in Other non-current assets. SPLP determines the appropriate classifications of its investments at the acquisition date and re-evaluates the classifications at each balance sheet date.

•Available-for-sale equity securities are reported at fair value, with unrealized gains and losses recognized in Realized and unrealized gains on securities, net in the consolidated statements of operations.

•Available-for-sale debt securities are reported at fair value, with unrealized gains and losses recognized in accumulated other comprehensive income or loss ("AOCI") as a separate component of SPLP's Partners' capital in both ~~2023~~2024 and ~~2022~~2023.

•Associated companies represent equity method investments in companies where the Company's ownership is generally between 20% and 50% of the outstanding equity and it has the ability to exercise significant influence, but not control, over the investee. For equity method investments where the fair value option has been elected, unrealized gains and losses are reported in the Company's consolidated statements of operations as part of Loss of associated companies, net of taxes. For the equity method investments where the fair value option has not been elected, SPLP records the investment at cost and subsequently increases or decreases the investment by its proportionate share of the net income or loss and other comprehensive income or loss of the investee.

•Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts.

Dividend and interest income is recognized when earned. Realized gains and losses on marketable securities and long-term investments are included in earnings and are derived using the specific-identification method. Commission expense is recorded as a reduction of sales proceeds on investment sales. Commission expense on purchases is included in the cost of investments on the Company's consolidated balance sheets.

Other Than Temporary Impairment

If the Company believes a decline in the market value of any available-for-sale debt security, equity method or held-to-maturity security below cost is other than temporary, a loss is charged to earnings, which establishes a new cost basis for the security. Impairment losses are included in Asset impairment charges in the Company's consolidated statements of operations. SPLP's determination of whether a security is other than temporarily impaired incorporates both quantitative and qualitative information. The Company considers a number of factors including, but not limited to, the length of time and the extent to which the fair value has been less than cost, the length of time expected for recovery, the financial condition of the issuer, the reason for the decline in fair value, changes in fair value subsequent to the balance sheet date, the ability and intent to hold investments to maturity, and other factors specific to the individual investment.

Specifically, for held-to-maturity securities, the Company considers whether it plans to sell the security or it is more-likely-than-not that it will be required to sell the security before recovery of its amortized cost. The credit component of an other-than-temporary impairment loss is recognized in earnings and the non-credit component is recognized in AOCI in situations where the Company does not intend to sell the security and it is more likely-than-not that the Company will not be required to sell the security prior to recovery. SPLP's assessment involves a high degree of judgment and accordingly, actual results may differ materially from those estimates and judgments.

Trade Receivables, Net

Trade receivables, net, include amounts billed and due from customers. The Company maintains an allowance for credit losses to provide for the estimated amount that will not be collected. The allowance for credit losses is based on current and historical information and reasonable and supportable forecasts of future events and circumstances and includes a combination of factors including management's evaluation of the financial condition of the customer, historical experience, credit quality, whether any amounts are currently past due, the length of time accounts may be past due and management's determination of a customer's current ability to pay its obligations. Trade receivable balances are charged off against the allowance when it is determined that the receivables will not be recovered, and payments subsequently received on such receivables are credited to recovery of accounts written off. The Company believes that the credit risk with respect to trade receivables is limited due to this credit evaluation process. As of December 31, ~~2023~~2024, the top 10 of the Company's largest customer balances accounted for 2730% of the Company's trade receivables. The Company's allowance for doubtful accounts for trade receivables was $21,~~481~~509 and $2,~~414~~481 as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively. The Company recorded charges of $~~419~~381 to the allowance offset by recoveries of $~~352~~1,353 for the year ended December 31, ~~2023~~2024 and charges of $~~525~~419 to the allowance offset by recoveries of $~~1,621~~352 for the year ended December 31, ~~2022~~2023.

Loans Receivable, Including Loans Held for Sale

WebBank's loan activities include several lending arrangements with companies where it originates credit card and other loans for consumers and small businesses. These loans are classified as Loans receivable and are typically sold after origination. As part of these arrangements, WebBank earns fees that are recorded in non-interest income. Fees earned from these

lending arrangements are recorded as fee income. WebBank also purchases participations in commercial and industrial loans through loan syndications. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for credit losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield over the estimated life of the loan.

Loans held for sale are carried at the lower of amortized cost basis or fair value. Gains and losses are recorded in noninterest income based on the difference between sales proceeds and amortized cost.

Loans that are collateral-dependent are measured at the lower of amortized cost or the fair value of the collateral less the cost to sell.

Loans are reported as past due when either principal or interest is due and unpaid for a period of 30 days or more. The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent for commercial loans, 120 days for consumer loans and 180 days for small business loans unless the loan is well-secured and in process of collection. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Credit Losses

The Allowance for Credit Losses ("ACL"), which consist of the allowance for loan losses, reserves for unfunded loan commitments, and the allowance on held to maturity debt securities, represents management's estimate of current expected credit losses over the contractual term of WebBank’s loan portfolio, unfunded lending commitments, and held to maturity debt securities as of the balance sheet date.

The reserves for unfunded lending commitments is included in other current liabilities on the consolidated balance sheets. The allowance for held to maturity debt securities is estimated separately from loans and carried at net amortized cost included in other non-current assets on the consolidated balance sheets. The ACL for WebBank's held to maturity debt securities ~~debt~~ ~~securities~~ portfolio is not presented separately on the consolidated balance sheet due to immateriality.

The ACL is a valuation account that is deducted from the loan's amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged against the ACL and recognized in the consolidated statements of operations when management believes the recorded loan balance is confirmed as uncollectible.

Management estimates the allowance balance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. Specific reserves cover impaired loans, or loans individually valuated for impairment, and are primarily measured based on the fair value of collateral. Adjustments to the fair value of collateral are made for anticipated selling costs. A specific reserve may be zero if the fair value of collateral on the measurement date is greater than the carrying balance of the impaired loan. Additionally, the present value of expected future cash flows discounted at the original contractual interest rate may also be used, when practical. WebBank leverages economic projections from a third-party provider on a quarterly basis to generate macroeconomic factors for a two-year reasonable and supportable timeframe, before reverting to the baseline loss-curve implied loss expectations.

After applying historic loss experience, the quantitatively derived level of ACL is reviewed for each segment using qualitative criteria. Various risk factors are tracked that influence our judgment regarding the level of the ACL across the portfolio segments. Primary qualitative factors that may be reflected in the quantitative models include:

•Asset quality trends

•Risk management and loan administration practices

•Portfolio management and controls

•Effect of changes in the nature and volume of the portfolio

•Changes in lending policies and underwriting policies

•Existence and effect of any portfolio concentrations

•National economic business conditions and other macroeconomic adjustments

•Regional and local economic and business conditions

•Data availability and applicability

•Industry monitoring

•Value of underlying collateral

Changes in the level of the ACL reflect changes in these factors. The magnitude of the impact of each of these factors on the qualitative assessment of the ACL changes from quarter to quarter according to the extent these factors are already reflected in historic loss rates and according to the extent these factors diverge from one another. Also considered is the uncertainty inherent in the estimation process when evaluating the ACL.

Inventories

Inventories are generally stated at the lower of cost (determined by the first-in, first-out method or average cost method) and net realizable value. Cost is determined by the last-in, first-out ("LIFO") method for certain precious metal inventory held in the U.S., and remaining precious metal inventory is primarily carried at fair value. For precious metal inventory, no segregation among raw materials, work in process and finished products is practicable. For other inventory, the cost of work in process and finished products comprises the cost of raw materials, direct labor and overhead costs attributable to the production of inventory.

Non-precious metal inventories are evaluated for estimated excess and obsolescence based upon assumptions about future demand and market conditions, and are adjusted accordingly. If actual market conditions are less favorable than those projected, future write-downs may be required.

Goodwill and Other Intangible Assets, Net

Goodwill, which is not amortized, represents the difference between the purchase price and the fair value of identifiable net assets acquired in a business combination. Goodwill is tested for impairment at a reporting unit level, and all of the Company’s goodwill is assigned to its reporting units. Reporting units are determined based upon the Company’s organizational structure in place at the date of the goodwill impairment testing and are generally one level below the operating segment level. The Company tests goodwill annually for impairment as of December 1st, and additionally on an interim basis, if events occur or circumstances change that would indicate the carrying amount may be impaired. Examples of such events would include pertinent macroeconomic conditions, industry and market considerations, overall financial performance and other factors. An entity can choose between using a qualitative impairment test often referred to as “Step 0” or a quantitative impairment test often referred to as “Step 1”.

For the Step 0 approach, an entity may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the Step 0 assessment for any reporting unit in any period and proceed directly to performing a Step 1 of the goodwill impairment test. An entity may resume performing the Step 0 assessment in any subsequent period. For the Step 1 approach, which is a quantitative approach, the Company will calculate the fair value of a reporting unit and compare it to its carrying amount. There are several methods that may be used to estimate a reporting unit's fair value, including the income approach, the market approach and/or the cost approach. The amount of impairment, if any, is determined by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge based on the amount that the carrying amount exceeds the reporting unit's fair value. The loss recognized should not exceed the total goodwill allocated to the reporting unit.

For finite-lived intangible assets, the Company evaluates the carrying amount of such assets when circumstances indicate the carrying amount may not be recoverable. Conditions that could have an adverse impact on the cash flows and fair value of the long-lived assets are deteriorating business climate, condition of the asset or plans to dispose of the asset before the end of its useful life. If the assets' carrying amounts exceed the sum of the undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amounts exceeds their fair values. The Company performs such assessments at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, which is generally at the plant level, operating company level or the reporting unit level, depending on the level of interdependencies in the Company's operations.

Indefinite-lived intangible assets are tested for impairment at least annually, or when events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Companies can use the same two testing approaches for indefinite-lived intangibles as for goodwill. There were no impairments of goodwill or other intangible assets in ~~2023~~2024 and ~~2022~~2023.

Derivatives

The Company uses various hedging instruments to reduce the impact of changes in precious metal prices ~~and the effect of foreign currency fluctuations~~. These instruments are recorded as either fair value hedges, economic hedges, cash flow hedges or derivatives with no hedging designation.

Precious Metals

The Company's precious metal and commodity inventories are subject to market price fluctuations. The Company enters into commodity futures and forward contracts to mitigate the impact of price fluctuations on its precious and certain non-precious metal inventories that are not subject to fixed price contracts. The Company's hedging strategy is designed to protect it against normal volatility; therefore, abnormal price changes in these commodities or markets could negatively impact the Company's earnings.

Fair Value Hedges. The fair values of these derivatives are recognized as derivative assets and liabilities on the Company's consolidated balance sheets. The net change in fair value of the derivative assets and liabilities, and the change in the fair value of the underlying hedged inventory, are recognized in the Company's consolidated statements of operations, and such amounts principally offset each other due to the effectiveness of the hedges. The fair value hedges are associated primarily with the Company's precious metal inventory carried at fair value.

Economic Hedges. As these derivatives are not designated as accounting hedges under U.S. GAAP, they are accounted for as derivatives with no hedge designation. The derivatives are marked to market, and both realized and unrealized gains and losses are recorded in current period earnings in the Company's consolidated statements of operations. The economic hedges are associated primarily with the Company's precious metal inventory valued using the LIFO method.

WebBank - Economic Interests in Loans

WebBank's derivative financial instruments represent on-going economic interests in loans made after they are sold. These derivatives are carried at fair value on a gross basis in Other non-current assets on the Company's consolidated balance sheets and are classified within Level 3 in the fair value hierarchy (see Note 18 - "Fair Value Measurements"). At December 31, ~~2023~~2024, outstanding derivatives mature within 3 to 5 years. Gains and losses resulting from changes in fair value of derivative instruments are accounted for in the Company's consolidated statements of operations in Financial Services revenue. Fair value represents the estimated amounts that WebBank would receive at the reporting date based on a discounted cash flow model for the same or similar instruments. WebBank does not enter into derivative contracts for speculative or trading purposes.

Property, Plant and Equipment, Net

Property, plant and equipment is recorded at cost. Depreciation of property, plant and equipment is recorded principally on the straight line method over the estimated useful lives of the assets, which range as follows: machinery and equipment 3 to 15 years and buildings and improvements 10 to 30 years. Leasehold improvements are amortized over the shorter of the terms of the related leases or the estimated useful lives of the improvements. Interest cost is capitalized for qualifying assets during the assets' acquisition period. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized. Gains or losses on dispositions is recorded in Other income, net.

The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. If the carrying amounts of the long-lived assets exceed the sum of the undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amounts exceeds their fair values, which is generally determined using a discounted cash flow methodology. The Company performs such assessments at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, which is generally at the plant level, operating company level or the reporting unit level, depending on the level of interdependencies in the Company's operations. The Company considers various factors in determining whether an impairment test is necessary, including among other things: a significant or prolonged deterioration in operating results and projected cash flows; significant changes in the extent or manner in which assets are used; technological advances with respect to assets which would potentially render them obsolete; the Company's strategy and capital planning; and the economic climate in the markets it serves. When estimating future cash flows and if necessary, fair value, the Company makes judgments as to the expected utilization of assets and estimated future cash flows related to those assets. The Company considers historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and other information available at the

time the estimates are made. The Company believes these estimates are reasonable; however, changes in circumstances or conditions could have a significant impact on its estimates, which might result in material impairment charges in the future.

Leases

The Company determines if an agreement qualifies as a lease or contains a lease in the period that the agreement is executed. An agreement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used.

Right of use ("ROU") assets represent the Company’'s right to use an underlying asset during the reasonably certain lease term. Lease liabilities represent the Company's obligation to make payments over the life of the lease. A ROU asset and a lease liability are recognized at commencement of the lease based on the present value of the lease payments over the life of the lease. Since the interest rate implicit in a lease is generally not readily determinable, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease term to obtain an asset of similar value. Our lease terms may include options to extend or terminate the lease when the Company is reasonably certain that we will exercise that option.

Initial direct costs are included as part of the ROU asset upon commencement of the lease. The Company has applied the practical expedient available for lessees in which lease and non-lease components are accounted for as a single lease component for all of our asset classes. An ROU asset and corresponding lease liability are not recorded for leases with an initial term of 12 months or less (short-term leases), and the Company recognizes lease expense for these leases as incurred over the lease term.

Deferred Debt Issue Costs

Costs to issue debt are capitalized and deferred when incurred and subsequently amortized to interest expense over the expected life of the revolving credit facility. Deferred debt issuance costs for line-of-credit arrangements are presented in the Company's consolidated balance sheets in other assets.

Business Combinations

Business combinations are accounted for using the purchase method of accounting. The purchase price of an acquisition is measured as the aggregate of the fair value of the consideration transferred at the acquisition date. The purchase price is allocated to the fair values of the tangible and intangible assets acquired and liabilities assumed at date of acquisition, with any excess recorded as goodwill. These fair value determinations require management to make estimates which are based on all available information and may involve the use of assumptions with respect to the timing and amount of future revenues and expenses, the weighted average cost of capital, and royalty rates associated with the transaction and the assets or liabilities acquired. In addition to using management estimates the Company uses a variety of information sources to determine the estimated fair values of acquired assets and liabilities including third-party appraisals for the estimated value and lives of identifiable intangible assets and property, plant and equipment. This judgment and determination affect the amount of consideration paid that is allocable to assets and liabilities acquired in the business purchase transaction. The purchase price allocation may be provisional during a measurement period of up to one year to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. Any such measurement period adjustments are recognized in the period in which the adjustment amount is determined. Transaction costs associated with the acquisition are expensed as incurred.

Revenue Recognition

General

The Company accounts for a contract when it has approval and commitment from all parties, the rights and payment terms of the parties can be identified, the contract has commercial substance and the collectability of the consideration, or transaction price, is probable. At the inception of each contract, the Company evaluates the promised goods and services to determine whether the contract should be accounted for as having one or more performance obligations. A performance obligation is a promise to transfer a distinct good or service to a customer and represents the unit of accounting for revenue

recognition. Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company records all shipping and handling fees billed to customers as revenue. The Company has elected to account for shipping and handling activities that are performed after the customer obtains control of a good as activities to fulfill the promise to transfer the good. If revenue is recognized for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities are accrued.

Sales and usage-based taxes are excluded from revenues. The Company does not have any material service-type warranty arrangements. The expected costs associated with the Company's assurance warranties are recognized as expense when the products are sold. The Company does not have any material significant financing arrangements as payment is received shortly after the goods are sold or services are performed. Cash received from customers prior to shipment of goods, or otherwise not yet earned, is recorded as deferred revenue.

The Company determines the transaction for each contract based on the best estimate of the consideration the Company expects to receive, which includes assumptions regarding variable consideration. The Company includes such estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Variable consideration is primarily estimated using the most likely amount method.

Generally, the Company's sales contracts with customers contain only one performance obligation. In certain circumstances, contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines the standalone selling price based on the prices charged to similar customers or by using the expected cost plus margin approach. The Company's performance obligations are generally part of contracts with customers that have a duration of less than one year, and therefore, the Company has not provided disclosures with respect to remaining performance obligations.

The Company recognizes revenue for each performance obligation when (or as) the performance obligation is satisfied by transferring control of the promised goods or services underlying the performance obligation to the customer. The transfer of control can occur over time or at a point in time. Performance obligations are satisfied at a point in time unless they meet at least one of the following criteria, in which case they are satisfied over time:

•The ~~custom~~customer simultaneously receives and consumes the benefits provided by the Company's performance as it performs;

•The Company's performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced; or

•The Company's performance does not create an asset with an alternative use to us and the Company has an enforceable right to payment for performance completed to date.

Given the typical duration of the Company's contracts with customers, as noted directly above, is less than one year, the Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within Selling, general and administrative expenses.

For certain of the services that the Company's Diversified Industrial and Energy segments provide, the Company has determined that it has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company's performance completed to date, and therefore, the Company recognizes revenue in the amount to which the entity has a right to invoice when that amount corresponds directly with the value of the Company’s performance to date.

The Company has also entered into rebate agreements with certain customers. These programs are typically structured to incentivize the customers to increase their annual purchases from the Company. The rebates are usually calculated as a percentage of the purchase amount, and such percentages may increase as the customer's level of purchases rise. Rebates are recorded as a reduction of net sales in the Company's consolidated statements of operations. As of December 31, ~~2023~~2024 and ~~2022~~2023, accrued rebates payable totaled $1615,~~109~~231 and $2116,~~815~~109, respectively, and are included in Accrued liabilities on the Company's consolidated balance sheets.

Diversified Industrial Segment

The Diversified Industrial segment is comprised of manufacturers of engineered niche industrial products. The majority of revenues recognized are for the sale of manufactured goods in the U.S. Other revenue recognized is for repair and maintenance services. Customer contracts are generally short-term in nature and are based on individual customer purchase orders. The terms and conditions of the customer purchase orders are dictated by either the Company's standard terms and conditions or by a master service agreement.

Diversified Industrial revenues related to product sales are recognized when control of the promised goods is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods. This condition is usually met at a point-in-time when the product has been shipped to the customer, or in certain circumstances when the product has been delivered to the customer, depending on the terms of the contract. However, revenues for certain custom manufactured goods are recognized over time as the customer order is fulfilled (for example, contracts for sale of custom manufactured goods that do not have an alternative use and for which the Company has an enforceable right to payment). Generally, a cost incurred input method is used to determine the timing of revenue recognition for over time arrangements. Service revenues are primarily recognized in the amount to which the entity has a right to invoice.

Certain customers may receive sales incentives, such as right of return, rebates, volume discounts and early payment discounts, which are accounted for as variable consideration. The Company estimates these amounts based on the expected incentive amount to be provided to customers and reduces revenues, and these estimates are typically constrained. The Company adjusts its estimate of revenue at the earlier of when the expected value or most likely amount of consideration we expect to receive changes or when the consideration becomes fixed.

Diversified Industrials' service revenues are generated primarily by repair and maintenance work performed on equipment used at mass merchants, supermarkets and restaurants. Service revenues are primarily recognized in the amount to which the entity has a right to invoice.

Energy Segment

The Energy segment provides drilling and production services to the oil and gas industry in the U.S. The services provided include well completion and recompletion, well maintenance and workover, flow testing, down hole pumping, plug and abatement, well logging and perforating wireline services. Service revenues are recognized in the amount to which the entity has a right to invoice. Consideration for Energy contracts is generally fixed.

An immaterial portion of Energy revenues are service revenues related to Energy's youth sports business. These service revenues are recognized when services are provided to the customer, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those services. Consideration for the Energy's sports business contracts is generally fixed.

Financial Services Segment

WebBank generates revenue through a combination of interest income and non-interest income. Interest income is derived from interest and fees earned on loans and investments. Interest income is accrued on the unpaid principal balance, including amortization of premiums and accretion of discounts. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield over the estimated life of the loan. Non-interest income is primarily derived from premiums on the sale of loans, loan servicing fees, origination fees earned on certain loans and fee income on contractual lending arrangements.

Supply Chain Segment

The Supply Chain segment recognizes revenue from its contracts with customers primarily from the sale of supply chain management services. Revenue is recognized when control of the promised goods or services transferred to a customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Amounts billed to customers under supply chain management services arrangements include revenue attributable to the services performed as well as for materials procured on the customer's behalf as part of its service to them. The majority of these arrangements consist of two distinct performance obligations (i.e. warehousing/inventory management service and a separate kitting/packaging/assembly service), revenue related to each of which is recognized over time as services are performed using an input method based on the level of efforts expended.

Principal Versus Agent Revenue Recognition

For revenue generated from contracts with customers involving another party, the Company evaluates whether it is acting as the principal or the agent in the transaction. This determination requires significant judgment and impacts the amount and timing of revenue recognized. The Company determines whether it is a principal or an agent, which is dependent on whether the Company has control of the specified goods or services before they are transferred to the customer, whether the Company is primarily responsible for fulfillment, whether the Company has inventory risk and whether the Company has latitude in establishing price. Revenues are recognized on a gross basis if the Company is acting in the capacity of a principal and on a net basis if it’s acting in the capacity of an agent.

Concentration of Revenue

No single customer accounted for 10% or more of the Company's consolidated revenues in ~~2023~~2024 or ~~2022~~2023.

Fair Value Measurements

The Company measures certain assets and liabilities at fair value (see Note 18 - "Fair Value Measurements"). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values of assets and liabilities are determined based on a three-level measurement input hierarchy. Level 1 inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date. Level 2 inputs are other than quoted market prices that are observable, either directly or indirectly, for an asset or liability. Level 2 inputs can include quoted prices in active markets for similar assets or liabilities, quoted prices in a market that is not active for identical assets or liabilities, or other inputs that can be corroborated by observable market data. Level 3 inputs are unobservable for the asset or liability when there is little, if any, market activity for the asset or liability. Level 3 inputs are based on the best information available and may include data developed by the Company.

Pension Plans

The Company sponsors qualified and non-qualified pension and other post-retirement benefit plans covering certain of its current or former employees. In accordance with accounting standards for employee pension benefits, the Company recognizes on a plan-by-plan basis the unfunded status of its pension and post-retirement benefit plans in the consolidated financial statements and measures its pension plan assets and benefit obligations as of December 31, except for Steel Connect’s employee benefit plans which are measured as of its fiscal year end, July 31 (and approximates the value at December 31). The obligation for the Company's pension and post-retirement benefit plans and the related annual costs of employee benefits are calculated based on several long-term assumptions, including discount rates and expected mortality for employee benefit liabilities, rates of return on plan assets and expected annual rates for salary increases for employee participants.

Equity-Based Compensation

The Company accounts for restricted stock units granted to employees and non-employee directors as compensation expense, which is recognized in exchange for the services received. The compensation expense is based on the fair value of the equity instruments on the grant-date and is recognized as an expense over the service period of the recipients. The Company accounts for forfeitures in the period in which they occur.

Income Taxes

SPLP and certain of its subsidiaries, as limited partnerships, are generally not responsible for federal and state income taxes, and their profits and losses are passed directly to their partners for inclusion in their respective income tax returns. SPLP's subsidiaries that are corporate entities are subject to federal and state income taxes and file corporate income tax returns.

SPLP's subsidiaries that are subject to income taxes use the liability method of accounting for such taxes. Under the liability method, deferred tax assets and deferred tax liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and deferred tax liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Such subsidiaries evaluate the recoverability of deferred tax assets and establish a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized.

When tax returns are filed, it is highly certain that most positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the Company's consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is provided

~~for~~includes ~~and~~the ~~reflected~~enactment asdate. aSuch ~~liability~~subsidiaries ~~for~~evaluate ~~unrecognized~~the ~~tax~~recoverability ~~benefits~~of ondeferred ~~the~~tax ~~Company's~~assets ~~consolidated~~and ~~balance~~establish ~~sheets,~~a ~~along~~valuation ~~with~~allowance ~~any~~when ~~associated~~it ~~interest~~is ~~and~~more ~~penalties~~likely ~~that~~than ~~would~~not bethat ~~payable~~some toportion of the ~~taxing~~deferred ~~authorities~~tax ~~upon~~assets ~~examination~~will not be realized.

When tax returns are filed, it is highly certain that most positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the Company's consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is provided for and reflected as a liability for unrecognized tax benefits on the Company's consolidated balance sheets, along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

SPLP's policy is to record estimated interest and penalties related to the underpayment of income taxes as income tax provision in its consolidated statements of operations.

The Company does not release income tax effects from AOCI until the underlying asset or liability to which the income tax relates has been derecognized from the balance sheet or otherwise terminated.

Foreign Currency Translation

Assets and liabilities of SPLP's foreign subsidiaries are translated at current exchange rates and related revenues and expenses are translated at average rates of exchange in effect during the year. Resulting cumulative translation adjustments are recorded as a separate component of other comprehensive income or loss. Gains and losses arising from transactions denominated in a currency other than the functional currency of the reporting entity are included in earnings.

Legal Contingencies

The Company is subject to litigation, proceedings, claims or assessments and various contingent liabilities incidental to its business or assumed in connection with certain business acquisitions. The Company accrues a charge for a loss contingency when it believe it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If the loss is within a range of specified amounts, the most likely amount is accrued, and the Company accrues the minimum amount in the range if no amount within the range represents a better estimate. Generally, the Company records the loss contingency at the amount we expect to pay to resolve the contingency, and the amount is generally not discounted to the present value. Amounts recoverable under insurance contracts are recorded as assets when recovery is deemed probable. Contingencies that might result in a gain are not recognized until realizable. Changes to the amount of the estimated loss or resolution of one or more contingencies could have a material impact on our results of operations, financial position and cash flows.

Environmental Liabilities

The Company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Accruals for environmental liabilities are included in Accrued liabilities and Other non-current liabilities. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study.

These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. The actual settlement of the Company’s liability for environmental matters could materially differ from its estimates due to a number of uncertainties such as the extent of contamination, changes in environmental laws and regulations, potential improvements in remediation technologies and the participation of other responsible parties.

Adoption of New Accounting Standards

In June ~~2016~~2022, the FASB issued Accounting Standards Update ("ASU") ~~2016~~2022-1303, ~~Financial~~Fair ~~Instruments-Credit~~Value ~~Losses~~Measurement (Topic ~~326~~820): ~~Measurement~~Fair ofValue ~~Credit~~Measurement Losses on Financial Instruments. This new standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities recognize estimated credit losses over the entire contractual term of ~~the~~Equity ~~instrument~~Securities ~~rather~~Subject than delaying recognition of credit losses until it is probable the loss has been incurred. The Company adopted ASU 2016-13 on January 1, 2023. The guidance was applied on a modified-retrospective basis, with the cumulative-effect adjustment recorded to ~~partners'~~Contractual ~~capital~~Sale ~~on the adoption date~~Restrictions. The ~~adoption~~new ~~did~~standard ~~not~~clarifies ~~have~~that a ~~material~~contractual ~~effect~~restriction on the ~~Company's~~sale ~~trade receivables and other financial assets~~ of ~~its Diversified Industrial and Energy segments. The Company's Financial Services segment recognized~~ an ~~increase~~equity ofsecurity ~~$5,248~~should tonot ~~its~~be ~~Allowance~~considered ~~for~~in ~~Credit~~measuring ~~Losses and a decrease of $3,862, net of tax cumulative effect adjustment to~~ the ~~beginning~~fair ~~balance~~value of ~~partners' capital from~~ the ~~adoption of ASU 2016-13~~security. Steel Connect, which comprise the Company's Supply Chain segment, elected to early adopt ASU 2016-13 as of the date of the Exchange Transaction, or May 1, 2023, in order to confirm with our accounting policies. The ~~adoption did not have a material effect on the trade receivables and other financial assets of the Company's Supply Chain segment.~~

~~WebBank~~new ~~analyzed~~standard ~~the~~also ~~portfolio~~requires ~~segments~~certain ~~and~~disclosures ~~classes~~related ofto ~~financing~~equity ~~receivables~~securities ~~based~~with oncontractual ~~the~~sale ~~implementation~~restrictions. ofThe ~~the~~Company ~~new~~adopted ~~standard~~ASU 2022-03 on January 1, 2024. ~~There~~The ~~were~~adoption nodid ~~necessary~~not ~~changes~~have inany ~~the~~impact ~~portfolio~~on ~~segments~~the orCompany's ~~classes~~consolidated offinancial ~~financing~~statements ~~receivables.~~and disclosures.

~~The~~In ~~amortized~~November ~~cost~~2023, ~~basis~~the ~~for~~FASB ~~loans~~issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is ~~the~~intended ~~combination~~to ofimprove ~~the~~reportable ~~balance~~segment disclosure requirements, ~~deferred~~primarily ~~fees~~through ~~and~~enhanced ~~costs~~disclosures about significant segment expenses, ~~and~~allowing ~~premium~~financial statement users to better understand the components of a segment's profit or ~~discount~~loss to assess potential future cash flows for each reportable segment and the entity as a whole. ~~WebBank~~The ~~does~~new ~~not~~guidance ~~generally~~requires ~~record~~a anpublic ~~allowance~~entity ~~for~~to ~~credit~~disclose ~~losses~~significant expenses and other segment items that are regularly reported to the chief operating decision maker ("~~ACL~~CODM") ~~for~~and ~~accrued~~the ~~interest~~nature ~~because~~of ~~uncollectible~~segment ~~accrued~~expense ~~interest~~information isused ~~reversed~~to ~~through~~manage ~~interest~~operations. ~~income~~Additionally, init requires a ~~timely~~public ~~manner~~entity into ~~line~~disclose ~~with~~ the ~~nonaccrual~~title and ~~past~~position ~~due~~of ~~policies~~the ~~for~~CODM. ~~loans~~The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. ~~Accrued~~During ~~interest~~the isyear ~~included~~ended December 31, 2024, the amendments in ASU ~~other~~2023-07 were ~~assets~~adopted retrospectively. See Note 21 - "Segment Information" for the updated disclosure. This ASU did not have any impact on the Company's consolidated balance sheets or statements of operations.

Accounting Standards Not Yet Effective

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903, Income Statement-Reporting Comprehensive Income-Expense ~~Taxes~~Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40):, which requires ~~Improvements~~a public business entity to ~~Income~~disclose ~~Tax~~specific ~~Disclosures,~~information ~~which~~about iscertain ~~intended~~costs toand ~~enhance~~expenses in the ~~transparency,~~notes ~~decision~~to ~~usefulness~~its financial statements for interim and ~~effectiveness~~annual ofreporting ~~income~~periods. ~~tax~~Additionally, ~~disclosures~~in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The ~~new~~objective ~~guidance~~of ~~requires~~the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors: (a) better understand the ~~effective~~entity's ~~tax~~performance, ~~rate~~(b) ~~reconciliation~~better assess the entity's prospects for future cash flows, and ~~additional~~(c) ~~information~~compare onan ~~taxes~~entity's ~~paid~~performance over time and with that ~~meet~~of aother ~~quantitative~~entities. ~~threshold~~Early adoption is permitted. The new guidance ismay be applied either on a prospective or retrospective basis. The amendments in this update are effective for annual reporting periods beginning after December 15, ~~2024~~2026, ~~with~~and ~~early~~interim ~~adoption~~reporting ~~and~~periods ~~retrospective~~beginning ~~application~~after ~~permitted~~December 15, 2027. The Company is currently evaluating ~~this guidance to determine~~ the impact itof ~~may~~this ~~have~~guidance on ~~its~~the Company's consolidated financial statement disclosures; however, adoption ~~will~~is not expected to impact its consolidated balance sheets or ~~income~~ statements of operations.

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, which is intended to ~~improve~~enhance ~~reportable~~the ~~segment disclosure requirements~~transparency, ~~primarily~~decision ~~through~~usefulness ~~enhanced~~and ~~disclosures~~effectiveness ~~about significant segment expenses, allowing financial statement users to better understand the components~~ of aincome ~~segment's~~tax ~~profit or loss to assess potential future cash flows for each reportable segment and the entity as a whole~~disclosures. The new guidance requires adisaggregated ~~public~~information ~~entity~~about ~~to disclose significant expenses and other segment items that are regularly reported to~~ the ~~chief~~effective ~~operating~~tax ~~decision~~rate ~~maker~~reconciliation ~~("CODM")~~ and ~~the~~additional ~~nature of segment expense~~ information ~~used~~on totaxes ~~manage~~paid ~~operations.~~that ~~Additionally,~~meet ~~it requires~~ a ~~public entity to disclose the title and position of the CODM. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the~~ quantitative ~~thresholds to determine its reportable segments~~threshold. The new guidance is effective for annual reporting periods beginning after December 15, ~~2023~~2024, ~~and~~with ~~interim~~early ~~periods~~adoption ~~within~~and ~~fiscal~~retrospective ~~years~~application ~~beginning after December 15, 2024~~permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures; however, adoption will not impact its consolidated balance sheets or ~~income~~ statements of operations.

In August 2023, the FASB issued ASU 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement ~~("ASU 2023-05")~~. ASU 2023-05 applies to the formation of a "joint venture" or a "corporate joint venture" and requires a joint venture to initially measure all contributions received upon its formation at fair value. The new guidance is applicable to joint venture entities with a formation date on or after January 1, 2025, on a prospective basis. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact of this accounting standard; however, adoption is not expected to have a material impact on its consolidated balance sheets or ~~income~~ statements of operations.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The new standard clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring the fair value of the security. The new standard also requires certain disclosures related to equity securities with contractual sale restrictions. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption is not expected to have a material impact on the Company's consolidated balance sheets or income statements.

3. REVENUES

Disaggregation of Revenues

Revenues are disaggregated at the Company's segment level since the segment categories depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. For additional details related to the Company's reportable segments see Note 21 - "Segment Information."

The following table presents the Company's revenues disaggregated by geography for the years ended December 31, ~~2023~~2024 and ~~2022~~2023. The Company's revenues are primarily derived domestically. Foreign revenues are based on the country in which the legal subsidiary generating the revenue is domiciled. Revenue from any single foreign country was not material to the Company's consolidated financial statements.

	Year Ended December 31,
	2023		2022
	2024		2023
United States	$	1,~~744~~811,~~076~~906	$	1,~~613~~744,~~438~~076
Foreign	~~161~~215,~~381~~942		82161,~~003~~381
Total revenue	$	12,~~905~~027,~~457~~848	$	1,~~695~~905,~~441~~457

Contract Balances

Differences in the timing of revenue recognition, billings and cash collections result in billed trade receivables, unbilled receivables (contract assets) and deferred revenue (contract liabilities) on the consolidated balance sheets.

Contract Assets

Unbilled receivables arise when the timing of billings to customers differs from the timing of revenue recognition, such as when the Company recognizes revenue over time before a customer can be billed. Contract assets are classified as Prepaid expenses and other current assets on the consolidated balance sheets. The balances of contract assets as of December 31, ~~2023~~2024 and ~~2022~~2023 were $53,~~317~~409 and $115,~~937~~317, respectively. As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company's return assets account was not material.

Contract Liabilities

The Company records deferred revenues when cash payments are received or due in advance of the Company's performance, including amounts that are refundable, which are recorded as contract liabilities. Contract liabilities are classified as Other current liabilities on the consolidated balance sheets based on the timing of when the Company expects to recognize revenue.

	Contract Liabilities
Balance at December 31, 2023	$	7,388
Deferral of revenue	19,655
Recognition of unearned revenue	(21,033)
Balance at December 31, 2024	$	6,010
Balance at December 31, 2022	$	4,380
Deferral of revenue	23,004
Recognition of unearned revenue	(19,996)
Balance at December 31, 2023	$	7,388
Balance at December 31, 2021	$	3,396
Deferral of revenue	10,894
Recognition of unearned revenue	(9,910)
Balance at December 31, 2022	$	4,380

4. LEASES

The Company has operating and finance leases for operating plants, warehouses, corporate offices, housing facilities, vehicles and equipment. The Company's leases have remaining lease terms of up to 1817 years.

The components of lease cost are as follows:

	Year Ended December 31,
	2023		2022
	2024		2023
Operating lease cost	$	1722,~~497~~451	$	917,~~669~~497
Short-term lease cost	$	~~880~~630	$	~~792~~880
Finance lease cost:
Amortization of right-of-use assets	$	12,~~782~~002	$	1,~~521~~782
Interest on lease liabilities	~~227~~282		~~220~~227
Total finance lease cost	$	2,~~009~~284	$	12,~~741~~009

Supplemental cash flow information related to leases is as follows:

	Year Ended December 31,
	2023		2022
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1521,~~401~~438	$	1015,~~110~~401
Operating cash flows from finance leases	$	~~221~~212	$	~~216~~221
Financing cash flows from finance leases	$	2,~~342~~467	$	12,~~995~~342
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	1510,~~068~~634	$	1915,~~567~~068
Finance leases	$	12,~~795~~394	$	1,~~863~~795

Supplemental balance sheet information related to leases is as follows:

December 31, 2023

December 31, 2022

Location onConsolidated Balance Sheet

December 31, 2024

December 31, 2023

Location onConsolidated Balance Sheet

Operating leases

Operating lease right-of-use assets

7666,~~746~~297

4276,~~711~~746

Operating lease right-of-use assets

Current operating lease liabilities

1716,~~770~~995

717,~~733~~770

Other current liabilities

Non-current operating lease liabilities

6153,~~790~~134

3561,~~512~~790

Long-term operating lease liabilities

Total operating lease liabilities

7970,~~560~~129

4379,~~245~~560

Finance leases

Finance lease assets

75,~~344~~472

7,~~296~~344

Property, plant and equipment, net

Current finance lease liabilities

21,~~086~~823

2,~~111~~086

Other current liabilities

Non-current finance lease liabilities

2,~~631~~785

32,~~125~~631

Other non-current liabilities

Total finance lease liabilities

4,~~717~~608

54,~~236~~717

	Year Ended December 31,
	2023		2022
	2024		2023
Weighted-average remaining lease term (years)
Operating leases	6.6896 years		76.3068 years
Finance leases	2.6489 years		2.8564 years
Weighted-average discount rate
Operating leases	5.3163	%	45.5231	%
Finance leases	56.4346	%	45.1043	%

Maturities of lease liabilities, as of December 31, ~~2023~~2024, are as follows:

	Operating Leases		Finance Leases
2024	$	21,071	$	2,285
2025	$	20,680	$	2,089
2025	17,215		1,488
2026	16,370		1,572
2026	13,417		948
2027	12,838		1,014
2027	10,632		361
2028	9,240		391
2028	7,824		12
2029	6,362		66
Thereafter	2529,~~694~~337		—7
Total lease payments	9594,~~853~~827		5,~~094~~139
Present value of current lease liabilities	1716,~~770~~995		21,~~086~~823
Present value of long-term lease liabilities	6153,~~790~~134		2,~~631~~785
Total present value of lease liabilities	7970,~~560~~129		4,~~717~~608
Difference between undiscounted cash flows and discounted cash flows	$	1624,~~293~~698	$	~~377~~531

5. ACQUISITIONS AND DIVESTITURES

STCN Transfer and Exchange Agreement

On April 30, 2023, the Company and Steel Connect, executed a series of agreements, in which the Steel Partners Group transferred an aggregate of 3,597,744 shares of common stock, par value $0.10 per share, of Aerojet ~~Rocketdyne Holdings, Inc. ("Aerojet")~~ held by the Steel Partners Group to Steel Connect in exchange for 3,500,000 shares of newly created Series E Convertible Preferred Stock ~~of Steel Connect (the “Series E Convertible Preferred Stock” and such transfer and related transactions, the "Exchange Transaction")~~. ~~Following approval on June 6, 2023 by the Steel Connect stockholders pursuant to the rules of~~ The ~~Nasdaq Stock Market LLC, the~~ Series E Convertible Preferred Stock iswas convertible into an aggregate of 184.9 million shares (19.8 million shares post June 21, 2023 reverse/forward stock split) of Steel Connect common stock, par value $0.01 per share (the “"common stock”" or “"Common Stock”"), and ~~will~~voted ~~vote~~ together with the Steel Connect common stock and ~~participate~~participated in any dividends paid on the Steel Connect common stock, in each case on an as-converted basis. Upon conversion of the Series E Convertible Preferred Stock, when combined with STCN common stock, STCN convertible debt, if converted, and STCN Series C preferred shares, also if converted, owned by the Company, would result in the Steel Partners Group holding approximately 84.0% of the outstanding equity interests of Steel Connect as of the Exchange Transaction closing date. The Exchange Transaction closed on May 1, 2023, the date that the consideration was exchanged between the Company and Steel Connect and as of that date Steel Connect became a consolidated subsidiary for financial reporting purposes. Steel Connect iswas not consolidated for ~~Federal~~federal income tax purposes as of the Exchange Transaction because the ownership in Steel Connect iswas dispersed between different federal tax consolidation groups. Steel Connect's assets and liabilities have been included in the Company's consolidated balance sheet, with a related noncontrolling interest of 16.0% of STCN's common stock as of the Exchange Transaction closing date. Prior to May 1, 2023, the Company held a 49.6% ownership interest in Steel Connect and accounted for its investment in Steel Connect in accordance with the equity method of accounting. The Company remeasured the previously held equity method investment to its fair value based upon a valuation of Steel Connect, as of the date of the Exchange Transaction. The Exchange Transaction accomplishes the Company's objective, which is to increase ownership in Steel Connect in order to benefit from future earnings and growth and strengthens Steel Connect’s balance sheet to permit it to do acquisitions.

The Exchange Transaction was accounted for in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations, and, accordingly, Steel Connect’s results of operations have been consolidated in our financial statements since the date of the Exchange Transaction. The Company recorded a preliminary allocation of the Exchange Transaction to assets acquired and liabilities assumed based on their estimated fair values as of May 1, 2023. The purchase price and purchase price allocation of the Exchange Transaction were finalized as of December 31, 2023, with no significant changes to preliminary amounts. The transaction costs associated with the Exchange Transaction were approximately $4,678 and were expensed as incurred within selling, general and administrative expenses for the year ended December 31, 2023.

The following table summarizes the total Exchange Transaction consideration:


(in thousands)	May 1, 2023
Fair value of Aerojet common stock	$	202,733

Fair value of previously held interests in Steel Connect:
Steel Connect common stock	19,010
Steel Connect Series C Preferred Stock	35,000
Steel Connect Convertible Note	13,006

Noncontrolling interest ("NCI") at fair value	44,800

Less cash acquired	(65,896)

Total estimated consideration, less cash acquired	$	248,653

The Company remeasured the fair value of STCN common stock using the quoted market price available on the date immediately prior to when the Exchange Transaction was executed, which was the closing market price as of Friday, April 28, 2023, as that represented the information known and knowable at the time of the Exchange Transaction. The Company notes that the change in the calculation resulted in aother ~~measurement~~adjustments ~~period adjustment~~ which reallocated the components of total estimated consideration between the fair value of previously held STCN common stock and NCI, with no change to the overall consideration transferred. The other adjustments were recorded as of December 31, 2023, and did not result in any other changes to assets or liabilities recognized by the Company.

consideration transferred. This measurement period adjustment was recorded as of December 31, 2023 and did not result in any other changes to assets or liabilities recognized by the Company.

The Company's fair value estimates of the assets acquired and the liabilities assumed in the Exchange Transaction, as well as final fair value allocations reflecting adjustments made during the measurement period to date, are as follows:

(in thousands)	Initial Estimate		Measurement Period Adjustments		Final Allocation
Trade and other receivables	$	36,900	$	—	$	36,900
Inventories, net	6,900		—		6,900
Prepaid expenses and other current assets	5,000		—		5,000
Identifiable intangible assets	36,000		(500)		35,500
Other non-current assets	3,900		—		3,900
Property, plant and equipment, net	3,400		—		3,400
Operating lease right-of-use assets	29,250		—		29,250
Investments	202,733		—		202,733
Total assets acquired	324,083		(500)		323,583
Accounts payable	26,300		—		26,300
Accrued liabilities	29,100		—		29,100
Other current liabilities	15,230		—		15,230
Long-term operating lease liabilities	21,300		—		21,300
Other non-current liabilities	5,500		300		5,800
Total liabilities assumed	97,430		300		97,730
Goodwill	22,000		800		22,800
Net assets acquired at fair value	$	248,653	$	—	$	248,653


(in thousands)	Initial Estimate		Other Adjustments		Final Allocation

Trade and other receivables	$	36,900	$	—	$	36,900
Inventories, net	6,900		—		6,900
Prepaid expenses and other current assets	5,000		—		5,000
Identifiable intangible assets	36,000		(500)		35,500
Other non-current assets	3,900		—		3,900
Property, plant and equipment, net	3,400		—		3,400
Operating lease right-of-use assets	29,250		—		29,250
Investments	202,733		—		202,733
Total assets acquired	324,083		(500)		323,583

Accounts payable	26,300		—		26,300
Accrued liabilities	29,100		(3,082)		26,018
Other current liabilities	15,230		—		15,230
Long-term operating lease liabilities	21,300		—		21,300
Other non-current liabilities	5,500		300		5,800
Total liabilities assumed	97,430		(2,782)		94,648

Goodwill	22,000		(2,282)		19,718
Net assets acquired at fair value	$	248,653	$	—	$	248,653

The excess of the Exchange Transaction consideration over the fair value of net identifiable assets acquired and liabilities assumed was recorded as goodwill, which was primarily attributed to expected synergies and the assembled workforce of Steel Connect and will not be deductible for income tax purposes. The fair values assigned to the net identifiable assets and liabilities assumed were based on management’s estimates and assumptions.

Identifiable intangible assets were recognized at their estimated acquisition date fair values. The fair value of the trade name asset was determined using the relief-from-royalty method and the fair value of the customer relationships asset was determined using the excess earnings method. These income-based approaches included assumptions such as the amount and timing of projected cash flows, growth rates, customer attrition rates, discount rates, and the assessment of the asset’s life cycle. The estimated fair value and estimated remaining useful lives of identifiable intangible assets as of the Exchange Transaction closing date were as follows:


(in thousands)	Useful Life (Years)	Amount
Customer relationships	7	$	25,000
Trade name	Indefinite	10,500
Estimated fair value of identifiable intangible assets		$	35,500

The operating results of Steel Connect have been included in ~~our~~the Company's consolidated financial statements since the date of the Exchange Transaction.

(Unaudited) Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations for the fiscal year ended December 31, 2022, has been prepared as if the Exchange Transaction had occurred on January 1, 2021.

(in thousands, except per share data)	As reported		Pro Forma
Total revenue	$	1,695,441	$	1,902,177
Income from operations before income taxes and equity method investments	$	275,498	$	284,111
Net income	$	206,165	$	271,215
Net income per common unit - basic	$	9.03	$	11.62
Net income per common unit - diluted	$	8.12	$	10.33

The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time, nor is it intended to be a projection of future results.

WebBank Acquisition of Security Premium Finance

On August 2, 2022, the Company, through its wholly-owned subsidiary, WebBank, completed the acquisition of Security Premium Finance Company, LLC ("Security Premium Finance"), based in Coral Gables, Florida for a total purchase price of $47,280 which was financed with cash on hand. The purchase price contains a profit share interest valued at approximately $1,440, of which $190 was unpaid as of December 31, 2022. Security Premium Finance provides insurance premium financing services for commercial and consumer clients to purchase property and casualty insurance products. Security Premium Finance is included with WebBank in the Company's Financial Services segment. In connection with the acquisition, the Company recorded premium finance receivables, other intangible assets and goodwill associated with the acquisition, totaling approximately $43,124, $1,370 and $2,959, respectively, as well as other assets and liabilities. Other intangible assets primarily consist of agent relationships. The goodwill from the acquisition consists largely of the synergies expected from combining the operations of the two businesses. The goodwill of $2,959 is amortizable for income tax purposes.

The purchase price and purchase price allocation of Security Premium Finance were finalized as of March 31, 2023, with no significant changes to preliminary amounts. The results of operations of Security Premium Finance are included with WebBank in the Company's Financial Services segment.

2022 Noncontrolling Interest Acquisition

On January 7, 2022, the Company entered into stock purchase agreements with certain stockholders of iGo, Inc. ("iGo") to purchase such stockholders' shares of iGo common stock at $5.50 per share in cash. Following the acquisition of such shares, the Company owned more than 90% of iGo's outstanding shares. On January 14, 2022, iGo merged with a subsidiary of the Company ("Merger") without a vote or meeting of iGo's stockholders pursuant to the short-form merger provisions under the Delaware General Corporation Law. All remaining shares of iGo common stock not owned by the Company immediately prior to the Merger were converted into the right to receive $5.50 per share in cash, and the Company acquired all iGo shares it previously did not own for approximately $8,606. Upon completion of the Merger, iGo became a wholly-owned subsidiary of the Company.

2022 Investment in Nonconsolidated Affiliate

On April 1, 2022, the Company acquired an interest in PCS-Mosaic Co-Invest L.P. ("PCS-Mosaic"), a private investment fund for a purchase price of approximately $23,600. The fund is primarily invested in specialized software development and training services. The Company accounts for its investment as an equity method investment as the Company does not have a controlling financial interest. The Company has not elected the fair value option to account for PCS-Mosaic which will be carried at cost, plus or minus the Company's share of net earnings or losses of the investment, subject to certain other adjustments. The Company's share of net earnings or losses of the investment is included in Loss (income) of associated companies, net of taxes, on the Company's consolidated statements of operations. Dividends received from the investee reduce the carrying amount of the investment. Due to the timing of receiving financial information from PCS-Mosaic, the Company will record its share of net earnings or losses on a three month lag basis. For additional details, see Note 10 – "Investments."

2022 Divestiture of SLPE Business

On April 25, 2022, the Company completed the sale of its subsidiary, SL Power Electronics Corporation ("SLPE"), to AEI US Subsidiary LLC, a subsidiary of Advanced Energy Industries, Inc. for a sales price of $144,500, consisting entirely of cash, subject to customary closing net working capital adjustments. The Company recognized a pre-tax gain from operations of $86,507 which is presented in Gains from sales of businesses in the consolidated statement of operations for the year ended December 31, 2022. SLPE designed, manufactured, and marketed power conversion solutions for original equipment manufacturers in the medical, lighting, audio-visual, controls, and industrial sectors and comprised the Company's Electrical Products business in the Diversified Industrial segment. SLPE recognized net sales of $19,408 and income before taxes of $72 for the year ended December 31, 2022.

6. LOANS RECEIVABLE, INCLUDING LOANS HELD FOR SALE

Major classifications of Loans receivable, including loans held for sale, held by WebBank at December 31, ~~2023~~2024 and ~~2022~~2023 are as follows:

Total

Current

Non-current

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

Loans held for sale

~~868~~739,~~884~~822

~~602~~868,~~675~~884

~~868~~739,~~884~~822

~~602~~868,~~675~~884

—

Commercial real estate loans

24,~~078~~485

—

~~987~~2,078

—

24,~~078~~485

~~987~~2,078

Commercial and industrial

~~980~~969,~~722~~702

8790

~~857~~980,~~817~~722

~~646~~760,~~890~~125

~~472~~646,~~934~~890

~~333~~209,~~832~~577

~~384~~333,~~883~~832

Consumer loans

~~142~~110,~~410~~697

1310

~~123~~142,~~204~~410

9288,~~248~~350

8592,~~826~~248

5022,~~162~~347

3750,~~378~~162

Total loans

1,~~125~~084,~~210~~884

100

~~982~~1,~~008~~125,210

100

~~739~~848,~~138~~475

~~558~~739,~~760~~138

~~386~~236,~~072~~409

~~423~~386,~~248~~072

Less:

Allowance for credit losses

(2526,~~486~~463)

(2925,~~690~~486)

(2521,~~486~~316)

(2925,~~690~~486)

—(5,147)

—

Total loans receivable, net

1,~~099~~058,~~724~~421

~~952~~1,~~318~~099,724

~~713~~827,~~652~~159

~~529~~713,~~070~~652

~~386~~231,~~072~~262

~~423~~386,~~248~~072

Loans receivable, including loans held for sale (a)

1,~~582~~566,~~536~~981

1,~~131~~582,~~745~~536

~~386~~231,~~072~~262

~~423~~386,~~248~~072

(a) The amortized cost of loans receivable, including loans held for sale, is considered to be representative of fair value because the rates of interest are not significantly different from market interest rates for instruments with similar maturities. The fair value of loans receivable, including loans held for sale, was $1,~~967~~798,~~021~~486 and $1,~~548~~967,~~035~~021 at December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

Loans with an amortized cost of approximately $~~381~~225,~~256~~601 and $~~323~~381,~~740~~256 were pledged as collateral for potential borrowings at December 31, ~~2023~~2024 and ~~2022~~2023, respectively. WebBank serviced $1,~~744~~699 and $21,~~700~~744 in loans for others at December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

WebBank sold loans classified as loans held for sale of $1929,~~907~~767,~~907~~668 and $1619,~~249~~907,~~021~~907 during the year ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively. The sold loans were derecognized from the consolidated balance sheets. Loans classified as loans held for sale primarily consist of consumer and small business loans. Amounts added to loans held for sale were $2029,~~356~~886,~~321~~737 and $1620,~~744~~356,~~182~~321 during the year ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

WebBank's allowance for credit losses ("ACL") ~~decreased~~increased $4977,~~204,~~ or 144%, during the year ended December 31, ~~2023~~2024, as compared to the year ended December 31, ~~2022~~2023. ~~The~~Changes ~~decrease~~ in ~~ACL during~~ the ~~year~~ACL ~~ended~~are ~~December 31,~~summarized ~~2023~~as ~~was driven by a shift to lower risk loan balances, partially offset by an increase related to the adoption of CECL.~~follows:

Changes in the ACL are summarized as follows:


	Commercial Real Estate Loans		Commercial & Industrial		Consumer Loans		Total












December 31, 2022	$	28	$	18,493	$	11,169	$	29,690
Impact of adopting ASC 326	1		1,144		3,597		4,742
Charge-offs	—		(51,691)		(9,262)		(60,953)
Recoveries	59		1,479		425		1,963
Provision	(13)		45,319		4,738		50,044
December 31, 2023	$	75	$	14,744	$	10,667	25,486

Charge-offs	—		(10,576)		(5,909)		(16,485)
Recoveries	—		8,425		404		8,829
Provision	177		5,212		3,244		8,633
December 31, 2024	$	252	$	17,805	$	8,406	$	26,463

7372

	Commercial Real Estate Loans		Commercial & Industrial		Consumer Loans		Total
December 31, 2021	$	23	$	9,205	$	4,697	$	13,925
Charge-offs	—		(6,095)		(4,011)		(10,106)
Recoveries	27		1,534		1,133		2,694
Provision	(22)		13,849		9,350		23,177
December 31, 2022	$	28	$	18,493	$	11,169	29,690
Impact of adopting ASC 326	1		1,144		3,597		4,742
Charge-offs	—		(51,691)		(9,262)		(60,953)
Recoveries	59		1,479		425		1,963
Provision	(13)		45,319		4,738		50,044
December 31, 2023	$	75	$	14,744	$	10,667	$	25,486

The ACL and outstanding loan balances are summarized as follows:


December 31, 2024	Commercial Real Estate Loans		Commercial & Industrial		Consumer Loans		Total
Allowance for credit losses:
Individually evaluated for impairment	$	—	$	6,360	$	—	$	6,360
Collectively evaluated for impairment	252		11,445		8,406		20,103
Total	$	252	$	17,805	$	8,406	$	26,463
Outstanding loan balances:
Individually evaluated for impairment	$	—	$	27,798	$	—	$	27,798
Collectively evaluated for impairment	4,485		941,904		110,697		1,057,086
Total	$	4,485	$	969,702	$	110,697	$	1,084,884


December 31, 2023	Commercial Real Estate Loans		Commercial & Industrial		Consumer Loans		Total
Allowance for credit losses:
Individually evaluated for impairment	$	8	$	1,000	$	—	$	1,008
Collectively evaluated for impairment	67		13,744		10,667		24,478
Total	$	75	$	14,744	$	10,667	$	25,486
Outstanding loan balances:
Individually evaluated for impairment	$	8	$	3,095	$	—	$	3,103
Collectively evaluated for impairment	2,070		977,627		142,410		1,122,107
Total	$	2,078	$	980,722	$	142,410	$	1,125,210

December 31, 2022	Commercial Real Estate Loans		Commercial & Industrial		Consumer Loans		Total
Allowance for credit losses:
Individually evaluated for impairment	$	8	$	825	$	—	$	833
Collectively evaluated for impairment	20		17,668		11,169		28,857
Total	$	28	$	18,493	$	11,169	$	29,690
Outstanding loan balances:
Individually evaluated for impairment	$	8	$	4,357	$	—	$	4,365
Collectively evaluated for impairment	979		853,460		123,204		977,643
Total	$	987	$	857,817	$	123,204	$	982,008

Nonaccrual and Past Due Loans

Commercial and industrial loans past due 90 days or more and still accruing interest were $108,~~270~~140 and $1110,~~260~~270 at December 31, ~~2023~~2024 and ~~2022~~2023, respectively. Consumer loans past due 90 days or more and still accruing interest were $41,~~790~~100 and $4,~~680~~790 at December 31, ~~2023~~2024 and ~~2022~~2023, respectively. The Company had nonaccrual loans of $~~814~~26,342 and $~~788~~814 at December 31, ~~2023~~2024 and December 31, ~~2022~~2023, respectively.

Past due loans (accruing and nonaccruing) are summarized as follows:


December 31, 2024	Current		30-89 Days Past Due		90+ Days Past Due		Total Past Due		Total Loans		Recorded Investment In Accruing Loans 90+ Days Past Due		Nonaccrual Loans That Are Current (a)
Commercial real estate loans	$	4,485	$	—	$	—	$	—	$	4,485	$	—	$	—
Commercial and industrial	949,692		11,870		8,140		20,010		969,702		8,140		26,342
Consumer loans	107,327		2,270		1,100		3,370		110,697		1,100		—
Total loans	$	1,061,504	$	14,140	$	9,240	$	23,380	$	1,084,884	$	9,240	$	26,342

(a) Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.


December 31, 2023	Current		30-89 Days Past Due		90+ Days Past Due		Total Past Due		Total Loans		Recorded Investment In Accruing Loans 90+ Days Past Due		Nonaccrual Loans That Are Current (a)
Commercial real estate loans	$	2,078	$	—	$	—	$	—	$	2,078	$	—	$	—
Commercial and industrial	959,852		10,600		10,270		20,870		980,722		10,270		814
Consumer loans	132,570		5,050		4,790		9,840		142,410		4,790		—
Total loans	$	1,094,500	$	15,650	$	15,060	$	30,710	$	1,125,210	$	15,060	$	814

(a) Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.

December 31, 2022	Current		30-89 Days Past Due		90+ Days Past Due		Total Past Due		Total Loans		Recorded Investment In Accruing Loans 90+ Days Past Due		Nonaccrual Loans That Are Current (a)
Commercial real estate loans	$	987	$	—	$	—	$	—	$	987	$	—	$	—
Commercial and industrial	832,757		13,800		11,260		25,060		857,817		11,260		788
Consumer loans	115,054		3,470		4,680		8,150		123,204		4,680		—
Total loans	$	948,798	$	17,270	$	15,940	$	33,210	$	982,008	$	15,940	$	788

(a) Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.

Credit Quality Indicators

In addition to the past due and nonaccrual criteria, loans are analyzed using a loan grading system. Generally, internal grades are assigned to commercial loans based on the performance of the loans, financial/statistical models and loan officer judgment. For consumer loans and some commercial and industrial loans, the primary credit quality indicator is payment status. Reviews and grading of loans with unpaid principal balances of $100 or more is performed once per year. Grades follow definitions of Pass, Special Mention, Substandard and Doubtful, which are consistent with published definitions of regulatory risk classifications. The definitions of Pass, Special Mention, Substandard and Doubtful are summarized as follows:

Reviews and grading of loans with unpaid principal balances of $100 or more are performed once per year. Grades follow definitions of Pass, Special Mention, Substandard and Doubtful, which are consistent with published definitions of regulatory risk classifications. The definitions of Pass, Special Mention, Substandard and Doubtful are summarized as follows:

•Pass: An asset in this category is a higher quality asset and does not fit any of the other categories described below. The likelihood of loss is considered remote.

•Special Mention: An asset in this category has a specific weakness or problem but does not currently present a significant risk of loss or default as to any material term of the loan or financing agreement.

•Substandard: An asset in this category has a developing or minor weakness or weaknesses that could result in loss or default if deficiencies are not corrected or adverse conditions arise.

•Doubtful: An asset in this category has an existing weakness or weaknesses that have developed into a serious risk of significant loss or default with regard to a material term of the financing agreement.

Outstanding loan balances (accruing and nonaccruing) categorized by these credit quality indicators are summarized as follows:

December 31, 2024

Non - Graded

Pass

Special
Mention

Sub-
standard

Doubtful

Total Loans

Commercial real estate loans

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