Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The table below presents the Company’s treatment for basic and diluted earnings (loss) per share for instruments outstanding of the Company. Potentially dilutive instruments are only considered in the calculation to the extent they would be dilutive.

	For the Three Months Ended
	September 30, 2024		September 30, 2023
	Basic	Diluted	Basic	Diluted
Class A Shares	Included	Included	Included	Included
Class B Shares (1)	Excluded	If-converted method	Excluded	If-converted method
Series A Preferred Shares (2)	Two-class method	More dilutive of two-class method or if-converted method	—	—
Series C Preferred Shares (3)	Two-class method	More dilutive of two-class method or if-converted method	—	—
Allianz Tranche Right (4)	Excluded	If-converted method	—	—
Warrants (5)	Excluded	Treasury stock method	None outstanding	None outstanding
Earn-Out Shares (6)	Excluded	Treasury stock method	Excluded	Excluded
Unvested RSUs	Excluded	Treasury stock method	Excluded	Treasury stock method
Unvested PRSUs (7)	Excluded	Treasury stock method	—	—
Holbein Earn-In Shares (8)	Excluded	Treasury stock method	Excluded	Treasury stock method

	For the Nine Months Ended
	September 30, 2024		September 30, 2023
	Basic	Diluted	Basic	Diluted
Class A Shares	Included	Included	Included	Included
Class B Shares (1)	Excluded	If-converted method	Excluded	If-converted method
Series A Preferred Shares (2)	Two-class method	More dilutive of two-class method or if-converted method	—	—
Series C Preferred Shares (3)	Two-class method	More dilutive of two-class method or if-converted method	—	—
Allianz Tranche Right (4)	Excluded	If-converted method	—	—
Warrants (5)	Excluded	Treasury stock method	Excluded	Treasury stock method
Earn-Out Shares(6)	Excluded	Treasury stock method	Excluded	Excluded
Unvested RSUs	Excluded	Treasury stock method	Excluded	Treasury stock method
Unvested PRSUs (7)	Excluded	Treasury stock method	—	—
Holbein Earn-In Shares (8)	Excluded	Treasury stock method	Excluded	Treasury stock method

(1) The if-converted method for these instruments includes adding back to the numerator any related income or loss allocations to noncontrolling interest, as well as any incremental tax expense had the instruments converted into Class A Shares as of the beginning of the period.

(2) On July 31, 2024, the Company issued Series A Preferred Shares and Warrants for Class A Shares. The Series A Preferred Shares are entitled to participate in dividends declared on common stock on an as-converted basis. This participation right requires application of the two-class method to calculate basic earnings per share. The two-class method requires income available to common stockholders for the period to be allocated between all participating instruments based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic earnings per share is calculated using the proportion of net income available to be distributed to the common shareholders. Dilutive earnings per share is calculated using the more dilutive of the two-class method or the if-converted method.

(3) During the first quarter ended March 31, 2024, the Company issued Series C Preferred Shares and Warrants for Class A Shares. The Series C Preferred Shares are entitled to participate in dividends declared on common stock on an as-converted basis. This participation right requires application of the two-class method to calculate basic earnings per share. The two-class method requires income available to common stockholders for the period to be allocated between all participating instruments based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic earnings per share is calculated using the proportion of net income available to be distributed to the common shareholders. Dilutive earnings per share is calculated using the more dilutive of the two-class method or the if-converted method.

(4) The Allianz Tranche Right was issued as part of the Allianz Transaction, which grants Allianz the right, but not the obligation, to purchase up to 50,000 additional shares of Series A Preferred Shares at an aggregate purchase price of up to $50 million. Any additional Series A Preferred Shares issued to Allianz will abide under the same conditions and terms as under the Investment as described in Note 1 (Description of the Business). The Allianz Tranche Right is classified as a contingently convertible instrument and will be included in our diluted earnings per share if the right has been exercised within the reporting period. As of September 30, 2024, no shares under the Allianz Tranche Right had been issued.

(5) As mentioned in footnote 2 above, during the first quarter ended March 31, 2024, the Company issued Series C Preferred Shares and Warrants for Class A Shares. The Warrants do not participate in dividends declared on common stock and are excluded from the calculation of basic earnings per share. Since the Warrants are classified as liabilities and remeasured at fair value each period, application of the treasury stock method for calculation of diluted earnings per share includes reversing the income statement effect of the fair value remeasurement for the period.

(6) Earn-Out Shares are the portion of estimated contingent consideration related to our acquisitions that could be paid out in Class A Common Stock. Earn-Out Shares are excluded from the calculation of basic earnings per share if it’s determined that the contingency period has not been completed as of the current reporting period. The treasury stock method is applied for calculating diluted earnings per share since our Earn-Outs are classified as liabilities and remeasured at fair value each period and includes reversing the income statement effect of the fair value remeasurement for the period. See Note 3 (Business Combinations and Divestitures) for additional information related to our Earn-Outs.

(7) During the second quarter ended June 30, 2024, the Company granted PRSUs to selected members of AlTi’s executive team. Vesting of the PRSUs is based on meeting certain market conditions and the requisite service period. Unvested PRSUs would be excluded from Basic EPS calculation, but once vested, they would be included in the Basic EPS calculation. The PRSUs would be included in the computation of diluted EPS using the treasury stock method. Assumed proceeds under the treasury stock method consist of unamortized compensation cost. If dilutive, the unvested restricted stock would be considered outstanding as of the later of the beginning of the period or the grant date for diluted EPS computation purposes. If anti-dilutive, it should be excluded from the diluted EPS computation. See discussion of PRSUs in Note 5 (Equity-Based Compensation).

(8) During the third quarter ended September 30, 2023, the Company modified the Holbein Earn-In shares arrangement such that the settlement of the Earn-In shares would be in shares at each service period. As of September 30, 2024, the service periods related to the Holbein Earn-In shares had not been completed, and therefore such shares have not been included in the calculation of basic earnings (loss) per share for the three and nine months ended September 30, 2024 and September 30, 2023. However, in calculating the Company’s diluted earnings (loss) per share, the Company utilized the treasury stock method to determine the potential number of dilutive shares for the three and nine months ended September 30, 2024 and September 30, 2023. For the three and nine months ended September 30, 2024 and September 30, 2023, the Holbein Earn-In shares were excluded from the Company’s diluted earnings per share calculation as the Earn-In shares were classified as contingently issuable common shares. The key terms of the Holbein Earn-Ins are discussed in Note 5 (Equity-Based Compensation).

Basic earnings per share is computed by dividing income attributable to controlling interest by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per common share excludes potentially dilutive instruments which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share:

	For the Three Months Ended				For the Nine Months Ended
(Dollars in Thousands, except share data)	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net income (loss) attributable to controlling interest - basic and diluted	$	(76,053)	$	(89,671)	$	(63,340)	$	(115,671)
Net income (loss) available to the Company - diluted	$	(76,053)	$	(89,671)	$	(63,340)	$	(115,671)
Weighted-average shares of Class A Common Stock outstanding - basic	86,399,551		63,568,646		74,993,835		60,174,678
Weighted-average shares of Class A Common Stock outstanding - diluted	86,399,551		63,568,646		74,993,835		60,174,678
Income (loss) per Class A Common Stock - basic	$	(0.88)	$	(1.41)	$	(0.84)	$	(1.92)
Income (loss) per Class A Common Stock - diluted	$	(0.88)	$	(1.41)	$	(0.84)	$	(1.92)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potentially dilutive instruments were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive:

	For the Three Months Ended		For the Nine Months Ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
Class B Common Stock and Class B Units	—	54,421,975	—	36,484,979
Warrants	7,000,000	—	7,000,000	6,657,084
Earn-Outs	12,847,052	10,396,318	12,909,938	10,396,318
Stock Awards	3,098,308	4,594,486	2,887,249	3,067,192