DEF 14A of Ridgepost Capital, Inc., Apr 30, 2026

DEF 14A of Ridgepost Capital, Inc.

Filed Apr 30, 2026 · FY20250001193125-26-194014

Open on EDGAR

  1. Nominees for Election as Class II Directors at the Annual Meeting

    Nominees for Election as Class II Directors at the Annual Meeting

  2. Nominees for Election as Class II Directors at the Annual Meeting

    | Tracey Benford | | | Independent Director Age: 57 Director Since: 2024 Committees: • Audit • Compensation (Chair) • Nominating and Corporate Governance | Ms. Benford was appointed to the Board in April 2024. Ms. Benford is a retired partner and advisory director of Goldman Sachs & Co., where she was a partner since 2010 and spent over 25 years of her career. Ms. Benford has held senior leadership positions at Goldman Sachs including as head of the Global Markets Division in the Midwest, Canada and the Southern Region, and served on the Global Executive Committee for Global Markets and the Partnership committee. Ms. Benford holds a MBA from the Stanford University Graduate School of Business and a BA, with honors, in Mathematical Methods and Economics from Northwestern University. |

  3. Nominees for Election as Class II Directors at the Annual Meeting

    | David M. McCoy | | | Director Age: 52 Director Since: 2023 | Mr. McCoy is the director designated by the RCP Group. Mr. McCoy is a Managing Partner and portfolio manager for the Firm’s co-investment funds and maintains broader activities throughout the investment function. Mr. McCoy is also on the Investment Committee and active as an Advisory Board member of various underlying funds and portfolio companies. He has been involved in the private equity industry since 1998. Prior to joining RCP, Mr. McCoy was a Partner at National City Equity Partners, the private equity/mezzanine arm of PNC Financial Services Group, Inc. He has prior private equity experience at Thayer Capital Partners, operational experience at Suntron Corporation, an electronics contract manufacturer, and investment banking experience at BT Alex Brown. Mr. McCoy holds a MBA from The Wharton School at the University of Pennsylvania and a BA in Economics from Princeton University. |

  4. Nominees for Election as Class II Directors at the Annual Meeting

    | Robert B. Stewart, Jr. | | | Independent Director Age: 60 Director Since: 2021 Committees: • Audit • Compensation • Nominating and Corporate Governance | Mr. Stewart brings to the Board extensive experience in intellectual property, patent licensing, financial and public markets. Mr. Stewart is the former President of Acacia Research Corporation, an industry leader in patent licensing. Mr. Stewart was an executive at Acacia for over two decades, helping to deliver hundreds of millions of dollars of value to Acacia’s patent partners. Mr. Stewart holds a BS from the University of Colorado at Boulder. |

  5. Continuing Class III Directors (Term Expires 2027)

    Continuing Class III Directors (Term Expires 2027)

  6. Continuing Class III Directors (Term Expires 2027)

    | Travis Barnes | | | Independent Director Age: 50 Director Since: 2021 Committees: • Audit • Compensation | Mr. Barnes brings to the Board extensive experience in financial services and impact lending. Mr. Barnes is a Managing Director and Global Co-Head of Capital Markets, serving on the Investment Banking Management Team at Barclays, a multinational universal bank. Previously, he was the global head of Debt Capital Markets and Risk Solutions Group, which also included Securitized Products Origination, Sustainable Capital Markets, Loan Capital Markets and Global Finance Advisory. Mr. Barnes is the Chair of Barclays’ Americas Citizenship Council. He has worked at Barclays since 2006. He started his career at Morgan Stanley and worked in Debt Capital Markets, Corporate Finance and Mergers & Acquisitions, based in New York and Hong Kong. Mr. Barnes holds a BA, summa cum laude, in Economics and English from Lafayette College. |

  7. Continuing Class III Directors (Term Expires 2027)

    | Stephen Blewitt | | | Independent Director Age: 66 Director Since: 2025 Committees: • Compensation | Mr. Blewitt is the co-founder of Youth.Work.Connect, LLC, a mission-based organization created to help high school youth from underserved communities build social capital to promote economic mobility founded in September 2024. Mr. Blewitt served as the Chief Investment Officer (Private Markets) and Head of Private Markets at Manulife Investment Management from October 2018 to June 2023, where he was responsible for leading global investment teams across a wide range of asset classes, including private equity and credit, real estate, infrastructure, timber, and agriculture. Prior to that, Mr. Blewitt led Manulife’s private equity and credit business in the U.S. for almost 20 years. Mr. Blewitt holds a MBA from Boston University and a BA from the University of Chicago. |

  8. Continuing Class III Directors (Term Expires 2027)

    | Luke A. Sarsfield III | | | Chief Executive Officer and Chairman of the Board Age: 52 Director Since: 2023 | Mr. Sarsfield is the Company’s Chief Executive Officer, a position he has served in since October 2023, and Chairman of the Board, a position he has served in since June 2024. Prior to joining Ridgepost, Mr. Sarsfield worked at Goldman Sachs for over 23 years, where he held numerous senior leadership roles in asset management, including: Global Co-Head of Goldman Sachs Asset Management, Chief Commercial Officer of Asset and Wealth Management, and Global Co-Head of the Client Business within Goldman Sachs Asset Management. Previously, Mr. Sarsfield was a senior leader in Goldman Sachs’ Investment Banking Division, where he served as Global Head of the Financial Institutions Group, Global Chief Operating Officer of Investment Banking, and Co-Head of the Healthcare Group in the Americas. Additionally, he served as a member of the firm’s Management Committee and Partnership Committee. Mr. Sarsfield currently serves as Co-Chair of the Board of Safe Horizon, the largest victim services agency in the United States. Mr. Sarsfield holds a MBA from Harvard Business School and a BA, magna cum laude, from Harvard College. |

  9. Continuing Class I Directors (Term Expires 2028)

    Continuing Class I Directors (Term Expires 2028)

  10. Continuing Class I Directors (Term Expires 2028)

    | Jennifer Glassman | | | Independent Director Age: 55 Director Since: 2025 Committees: • Audit (Chair) | Ms. Glassman is the Chief Financial Officer of Towerbrook Capital Partners, a position she has held since 2005. Ms. Glassman was previously a partner and CFO at Soros Private Equity, and she also served in a variety of financial control and reporting roles for Soros Fund Management LLC. Prior to joining Soros, Ms. Glassman was a senior manager at PricewaterhouseCoopers, LLP, where she worked in the Financial Services Business Assurance practice for over seven years. Ms. Glassman is a certified public accountant and holds a MBA from Columbia Business School and a BS from the Wharton School of the University of Pennsylvania. |

  11. Continuing Class I Directors (Term Expires 2028)

    | Scott Gwilliam | | | Independent Director Age: 56 Director Since: 2021 Committees: • Nominating and Corporate Governance (Chair) | Mr. Gwilliam brings to the Board extensive investment and industry experience. Mr. Gwilliam is a co-founder of Keystone Capital Management, a Chicago-based investment firm, where he has served as the Managing Partner since 2017. Prior to founding Keystone Capital, Mr. Gwilliam was with Madison Dearborn Partners, a leading middle market private equity firm, and Kidder, Peabody & Company, a New York-based Investment Banking firm. Mr. Gwilliam holds a MBA from Northwestern University and a BS in finance from the University of Virginia. |

  12. Continuing Class I Directors (Term Expires 2028)

    | Edwin Poston | | | Director Age: 59 Director Since: 2021 | Mr. Poston brings to the Board extensive private equity experience. He has served as the director designated by TrueBridge Capital Partners LLC and certain of its affiliates since October 2021. He is a Co-Founder and Senior Advisor of TrueBridge Capital Partners LLC, a principal operating brand of the Company. Prior to founding TrueBridge Capital Partners LLC, he was a Managing Director and Head of Private Equity at The Rockefeller Foundation, where he had responsibilities across the portfolio, including the oversight of its venture portfolio. Prior to The Rockefeller Foundation, Mr. Poston was at Brandywine Trust Company, a multi-family office. Prior to starting his career in private equity investing, Mr. Poston worked as an investment banker at NationsBanc Montgomery Securities (Bank of America Securities) and as an opportunistic real estate investor in Washington, D.C. Mr. Poston holds a JD and MBA from Emory University and a BA from the University of North Carolina at Chapel Hill. |

  13. Director Compensation

    Director Compensation The Compensation Committee has primary responsibility for reviewing the form and amounts of non-employee director compensation arrangements. In considering director compensation, the Compensation Committee is guided by the following principles: • compensation should fairly pay directors for work required consistent with a company of our size and scope; • compensation should align directors' interests with the long-term interests of stockholders; and • the forms and amounts of director compensation should fairly reflect the contributions of the directors to the performance of the Company. Arrangements in effect during 2025 provided that each non-employee director receive an award of Ridgepost Capital restricted stock on the date of our annual meeting of stockholders with a value (based on the closing price of our common stock on the grant date) calculated as follows: (i) $185,000 for each non-employee member of the Board; (ii) an additional $50,000 for the lead independent director; and (iii) an additional $15,000 for each Committee Chair (each, a “Director Restricted Stock Award”). Director Restricted Stock Awards vest and become nonforfeitable in full on the earlier of (i) the first anniversary of the grant date and (ii) the date of the Company’s next annual meeting of stockholders that is at least 50 weeks after the grant date. The terms of Director Restricted Stock Awards also provide for (i) cancellation and forfeiture of unvested shares of restricted stock in their entirety upon termination of service as a non-employee director for any reason other than death or disability and (ii) full acceleration of vesting upon death or disability. We also reimburse non-employee directors for all reasonable expenses incurred in connection with attendance at Board and Board committee meetings. Our policy is to not pay director compensation to directors who are also our employees. The following table sets forth information regarding the compensation earned or received by each of our non-employee directors during fiscal year 2025.

  14. Director Compensation

    | Name | Stock Awards ($) (1) | Total | | Travis Barnes | $185,001 | $185,001 | | Tracey Benford | $250,001 | $250,001 | | Stephen Blewitt | $185,001 | $185,001 | | Jennifer Glassman | $185,001 | $185,001 | | Scott Gwilliam | $200,003 | $200,003 | | Robert B. Stewart, Jr. | $200,003 | $200,003 |

  15. Director Compensation

    (1) Reflects the grant date fair value of each of the Director Restricted Stock Awards, computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation, excluding the effect of estimated forfeitures. The grant date fair value of the Director Restricted Stock Awards is calculated by multiplying the number of shares of restricted stock by the closing market price of our common stock on the grant date. As of December 31, 2025, our non-employee directors serving as of such date held the following number of shares of restricted stock in the aggregate:

  16. Director Compensation

    | Name | Outstanding Shares (#) | | Travis Barnes | 19,744 | | Tracey Benford | 26,681 | | Stephen Blewitt | 19,744 | | Jennifer Glassman | 19,744 | | Scott Gwilliam | 21,345 | | Robert B. Stewart, Jr. | 21,345 |

  17. Compensation-Setting Process

    Compensation-Setting Process When establishing initial compensation packages upon an executive’s hire or promotion, we follow a flexible approach and make decisions based on a variety of factors particular to a given executive’s situation, including our firsthand experience with the competition for recruiting and retaining executives, negotiation and discussion with the individual executive, comparative market data, internal equity considerations, the location of the executive, compensation levels available to the individual in alternative opportunities, and other factors we deem relevant at the time. Each individual component of a given NEO’s compensation is evaluated independently and in relation to the package as a whole. Prior earning histories and outstanding long-term compensation holdings are also considered. We do not follow a strictly arithmetic approach to establishing compensation levels and measuring and rewarding performance, as we believe these approaches often fail to adequately take into account the multiple factors that contribute to success at the individual executive and business level. In any given period, we may have multiple objectives, and these objectives, and their relative importance, often change as the competitive and strategic landscapes shift, even within a given compensation cycle. As a result, formulaic approaches often over-compensate or under-compensate a given performance level. Accordingly, we have historically avoided the use of strict formulas in our compensation practices and rely primarily on a discretionary approach. In its annual review of each NEO’s pay package, prior to making specific decisions related to any particular element of compensation, the Committee typically considers the following factors: • historical compensation levels for each of our NEOs, evaluating the NEO's total near-term and long-term compensation in aggregate; • our historical and projected future performance against Company business plans and financial and operational objectives; • each individual NEO's performance against the expectations of the Committee, our Board and our Chief Executive Officer (for other NEOs); • the compensation practices among our competitors and broad-based compensation surveys; • the recommendations provided by our Chief Executive Officer with respect to the compensation of our other NEOs; and • the competitive state of the labor market generally, including any need to strengthen the retentiveness of our compensation packages. For purposes of comparing our executive compensation program against the competitive market, the Committee evaluates the compensation of our NEOs against those in similar positions at comparable companies. The Committee does not use a single method or measure in making its compensation decisions, nor does it position compensation levels based upon a specific level relative to a peer group or other companies. Nonetheless, the pay practices at comparable companies are an important factor that the Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. Roles and Responsibilities The Committee has primary responsibility for establishing the compensation of our NEOs. For each of our NEOs, all compensation decisions referred to throughout this CD&A have been made by the Committee, based in part on recommendations from our Chief Executive Officer (except with respect to his own compensation). Our Chief Executive Officer participates in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools. In early 2025, Mr. Sarsfield met with the Committee and reviewed projections for aggregate 2025 compensation, including salary levels, target bonus levels and target equity and carried interest award values. In late 2025 and early 2026, Mr. Sarsfield met with the Committee and discussed his views of corporate and individual executive officer performance for 2025 for Mses. Coussens and Jairath and Messrs. Hood and Jensen, and his recommendations for annual bonuses and equity and carried interest awards for those NEOs. Following these discussions, the Committee met in executive session to discuss their views of corporate and individual performance for 2025 for Mr. Sarsfield and Mr. Sarsfield’s recommendations for the other NEOs. After consideration of the recommendations and their own evaluations, the Committee ultimately approved annual bonus and equity and carried interest award amounts for each NEO. In establishing a given executive officer’s compensation package, each individual component is evaluated independently and in relation to the package as a whole. Prior earning histories, outstanding carried interest holdings and applicable executive employment agreement terms are also reviewed and taken into account. Each individual executive’s situation is evaluated on a case-by-case basis each year, considering a variety of relevant factors at that time. In addition, in 2025, the Committee engaged Johnson Associates, Inc. (“JA”) to provide comparative market data in connection with the Committee’s own analysis of its compensation practices, but neither JA nor any other compensation consultant had any material role in determining or recommending the amount or form of executive compensation for 2025.

  18. Compensation Elements

    | Name | Annual Bonus | Cash | RSUs | Target | | Luke Sarsfield | $1,800,000 | $1,625,500 | $200,676 | $1,500,000 | | Amanda Coussens | $400,000 | $300,000 | $115,000 | $300,000 | | Mark Hood | $350,000 | $250,000 | $115,000 | $300,000 | | Sarita Jairath | $400,000 | $300,000 | $115,000 | $400,000 | | Richard J. (Arjay) Jensen | $350,000 | $250,000 | $115,000 | $300,000 |

  19. Compensation Elements

    Long-Term Incentive Compensation Our NEOs are each eligible to receive long-term incentive compensation consisting of awards under our 2021 Stock Incentive Plan, and carried interest awards in investment vehicles controlled by the Company. The target long-term incentive compensation payable to each of our NEOs is set forth in their respective employment agreements. Equity Incentive Awards. We believe that stock ownership shapes behavior and that providing a meaningful portion of an executive officer's compensation in stock-based awards aligns their incentives with stockholder interests in a manner that drives better performance over time. Prior to 2025, the Committee utilized a mix of stock options and RSUs as the principal form of equity compensation. During 2025, after considering various factors, including the current prevalence among public company equity compensation programs of RSUs over stock options, the Committee determined to utilize primarily RSUs as the form of equity compensation for the NEOs and other employees generally for 2025 compensation and subsequent years. In February 2026, the Committee approved grants of RSUs to our NEOs in respect of Company and individual performance in 2025. The annual long-term equity compensation awards for each NEO were based on the same factors as the annual incentive awards, as well as the Committee's view of market compensation generally, and the dilutive impact of equity awards. The following table sets forth the value of the RSUs granted to our NEOs (based on the closing price of our common stock on the grant date), and the annual target values set forth in their respective employment agreements. The RSUs will vest, for Mr. Sarsfield, ratably on the first, second, third, and fourth anniversaries of the grant date, and for the other NEOs, on the first anniversary of the grant date. Each equity award is subject to accelerated vesting in connection with certain qualifying terminations, as described in the section titled “Potential Payments Upon Termination or Change in Control”.

  20. Compensation Elements

    | Name | RSUs | Target | | Luke Sarsfield | $1,500,000 | $1,500,000 | | Amanda Coussens | $600,000 | $600,000 | | Mark Hood | $500,000 | $500,000 | | Sarita Jairath | $1,000,000 | $1,000,000 | | Richard J. (Arjay) Jensen | $600,000 | $600,000 |

  21. Compensation Elements

    While the RSU awards granted to our NEOs in February 2026 related to performance in 2025, in accordance with SEC disclosure rules, the grant date values of these awards have not been included in the “Summary Compensation Table for 2025” or the “Grants of Plan Based Awards in 2025” in this proxy statement; we expect to include them in the respective tables in our proxy statement filed in 2027. We have adopted a dividend equivalent bonus program which provides that holders of RSUs that do not by their terms provide for dividend equivalent rights are eligible to receive a cash bonus in an amount equal to the dividends that are paid on the shares of our common stock underlying the outstanding RSUs, whether or not vested. Payment of this cash bonus is made on or after the date on which a dividend is paid to holders of our Class A common stock, provided that the recipient remains in employment or other service on the date of payment. Carried Interest Awards. The Company and/or certain executives and employees receive an allocation of performance-based fees, commonly referred to as “carried interest,” from limited partners in certain investment funds and separately managed accounts for which certain of our affiliates act as investment adviser and/or general partner or managing member. The carried interest may be allocated to certain employees from time to time, including our NEOs, as a form of long-term incentive compensation, fostering alignment of interest with our clients and investors, which contributes to our overall company performance and growth. Carried interest awards held by our NEOs may be subject to a range of vesting conditions, including continued employment (generally, over 4 years), thus serving as an important employment retention mechanism, and may include forfeiture upon occurrence of certain specified events post-termination, thus serving as a mechanism to enforce post-employment restrictive covenants. Each carried interest award is subject to accelerated vesting upon retirement and in connection with certain qualifying terminations, as described in the section titled “Potential Payments Upon Termination or Change in Control”. In February 2026, the Committee approved annual carried interest awards to our NEOs in respect of Company and individual performance in 2025. The annual carried interest awards for each NEO were based on the same factors as the annual incentive awards, as well as the Committee’s consideration of the appropriate mix between stock-based and carried interest awards, and the aggregate value of carried interest then available for allocation to the Company’s employees. The following table sets forth the estimated targeted future value of carried interest awarded to each NEO for 2025, and the annual target value set forth in their respective employment agreements.

  22. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned for the periods indicated by our named executive officers.

  23. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(1)(2) | Option Awards(3) | All Other Compensation(4) | Total | | Luke A. Sarsfield III | 2025 | $1,000,000 | $1,800,000 | $1,526,175 | $467,624 | $402,359 | $5,196,158 | | Chief Executive Officer and Chairman of the Board | 2024 | $1,000,000 | $2,000,000 | $30,000 | $— | $117,907 | $3,147,907 | | | 2023 | $190,972 | $— | $7,000,005 | $— | $94,673 | $7,285,651 | | Amanda Coussens | 2025 | $500,000 | $400,000 | $615,012 | $93,523 | $147,256 | $1,755,791 | | Executive Vice President and Chief Financial Officer | 2024 | $500,000 | $500,000 | $515,006 | $61,484 | $195,109 | $1,771,599 | | | 2023 | $400,000 | $167,492 | $320,526 | $236,040 | $86,968 | $1,211,026 | | Mark Hood | 2025 | $500,000 | $350,000 | $615,012 | $— | $141,733 | $1,606,745 | | Executive Vice President and Chief Administrative Officer | 2024 | $500,000 | $500,000 | $— | $153,709 | $107,999 | $1,261,708 | | | 2023 | $300,000 | $117,492 | $143,745 | $136,526 | $33,630 | $731,393 | | Sarita Jairath | 2025 | $600,000 | $400,000 | $407,363 | $— | $96,686 | $1,504,049 | | Executive Vice President and Global Head of Client Solutions | | | | | | | | | Richard J. (Arjay) Jensen | 2025 | $500,000 | $350,000 | $615,012 | $93,523 | $154,284 | $1,712,819 | | Executive Vice President and Head of Strategy and M&A | | | | | | | |

  24. Summary Compensation Table

    (1) As described above under Compensation Discussion and Analysis—Annual Incentive Bonus, we offer our NEOs and certain other employees the option to elect to receive RSUs in the first quarter of each year in lieu of a portion of their cash bonus for that year (RSU awards in respect of 2025 bonus elections are reported in the Grants of Plan-Based Awards Table). RSUs granted pursuant to these elections have a grant date value equal to 1.15 times the amount of cash bonus foregone. In accordance with SEC rules, RSUs having a value equal to the amount of foregone cash bonus are included with the amount of bonus paid in cash under the “Bonus” column in this Summary Compensation Table, and RSUs having a value in excess of that amount (i.e., 0.15 times the foregone bonus amount) are included under the “Stock Awards” column. The table below provides information regarding these amounts for each of our NEOs:

  25. Summary Compensation Table

    | Reconciliation of Bonus Compensation | | | | | | Name | Year | Cash (Bonus Column) | RSUs (Bonus Column) | RSUs (Stock Awards Column) | | Luke A. Sarsfield III | 2025 | $1,625,500 | $174,500 | $26,175 | | | 2024 | $1,800,000 | $200,000 | $30,000 | | | 2023 | $- | $- | $- | | Amanda Coussens | 2025 | $300,000 | $100,000 | $15,003 | | | 2024 | $400,000 | $100,000 | $15,003 | | | 2023 | $167,492 | $- | $- | | Mark Hood | 2025 | $250,000 | $100,000 | $15,003 | | | 2024 | $500,000 | $- | $- | | | 2023 | $117,492 | $- | $- | | Sarita Jairath | 2025 | $300,000 | $100,000 | $15,003 | | Richard J. (Arjay) Jensen | 2025 | $250,000 | $100,000 | $15,003 |

  26. Summary Compensation Table

    (2) Reflects the grant date fair value of RSU awards, computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, excluding the effect of estimated forfeitures. See "Stock-Based Compensation Expense" in Note 2, "Significant Accounting Policies" to our consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025. (3) Reflects the grant date fair value of stock options, computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, excluding the effect of estimated forfeitures. See "Stock-Based Compensation Expense" in Note 2, "Significant Accounting Policies" to our consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025. (4) All other compensation in 2025 includes (i) cash distributions in respect of carried interest awards, (ii) cash payments in respect of dividends attributable to outstanding RSUs, and (iii) company 401(k) plan contributions as set forth below:

  27. Summary Compensation Table

    | Name | Carried Interest Distributions | RSU Dividend Payments | 401(k) Plan Contributions | | Luke A. Sarsfield III | $314,797 | $77,062 | $10,500 | | Amanda Coussens | $125,698 | $11,058 | $10,500 | | Mark Hood | $122,870 | $8,364 | $10,500 | | Sarita Jairath | $71,960 | $14,225 | $10,500 | | Richard (Arjay) Jensen | $134,917 | $8,867 | $10,500 |

  28. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding grants of plan-based awards to each of our named executive officers during the year ended December 31, 2025.

  29. Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Luke A. Sarsfield III | | | | | | | | Stock Options | 2/14/2025 | 2/11/2025 | | 89,767 | 12.61 | 467,624 | | Restricted Stock Units | 2/14/2025 | 2/11/2025 | 118,954 | | | 1,500,010 | | Restricted Stock Units | 2/14/2025 | 2/11/2025 | 15,914 | | | 200,676 | | Amanda Coussens | | | | | | | | Stock Options | 2/14/2025 | 2/11/2025 | | 17,953 | 12.61 | 93,523 | | Restricted Stock Units | 2/14/2025 | 2/11/2025 | 47,582 | | | 600,009 | | Restricted Stock Units | 2/14/2025 | 2/11/2025 | 9,120 | | | 115,003 | | Mark Hood | | | | | | | | Restricted Stock Units | 2/14/2025 | 2/11/2025 | 47,582 | | | 600,009 | | Restricted Stock Units | 2/14/2025 | 2/11/2025 | 9,120 | | | 115,003 | | Sarita Jairath | | | | | | | | Restricted Stock Units | 2/14/2025 | 2/11/2025 | 31,115 | | | 392,360 | | Restricted Stock Units | 2/14/2025 | 2/11/2025 | 9,120 | | | 115,003 | | Richard J. (Arjay) Jensen | | | | | | | | Stock Options | 2/14/2025 | 2/11/2025 | | 17,953 | 12.61 | 93,523 | | Restricted Stock Units | 2/14/2025 | 2/11/2025 | 47,582 | | | 600,009 | | Restricted Stock Units | 2/14/2025 | 2/11/2025 | 9,120 | | | 115,003 |

  30. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information regarding outstanding stock options and RSU awards held by our named executive officers at December 31, 2025. The market value of RSU awards is based on the closing market price for our common stock ($9.81) on December 31, 2025, the last business day of our fiscal year.

  31. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options – Exercisable | Number of Securities Underlying Unexercised Options – Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares of Stock That Have Not Vested | Market Value of Shares of Stock That Have Not Vested | | Luke A. Sarsfield III | 2/14/2025 | — | 89,767(1) | $12.61 | 2/14/2035 | — | $— | | | 2/14/2025 | — | — | $— | — | 118,954(2) | $1,166,939 | | | 2/14/2025 | — | — | $— | — | 15,914(3) | $156,116 | | | 10/23/2023 | — | — | $— | — | 218,102(4) | $2,139,581 | | Amanda Coussens | 2/14/2025 | — | 17,953(5) | $12.61 | 2/14/2035 | — | $— | | | 2/14/2025 | — | — | $— | — | 47,582(3) | $466,779 | | | 2/14/2025 | — | — | $— | — | 9,120(3) | $89,467 | | | 3/4/2024 | — | 20,000(5) | $7.99 | 3/4/2034 | — | — | | | 3/9/2023 | — | 55,325(6) | $9.93 | 3/9/2033 | — | — | | | 3/2/2022 | — | 39,713(6) | $12.30 | 3/2/2032 | — | — | | | 2/2/2021 | 6,650 | 63,350(6) | $8.07 | 3/2/2031 | — | — | | Mark Hood | 2/14/2025 | — | — | $— | — | 47,582(3) | $466,779 | | | 2/14/2025 | — | — | $— | — | 9,120(3) | $89,467 | | | 3/4/2024 | — | 50,000(5) | $7.99 | 3/4/2034 | — | — | | | 3/9/2023 | — | 32,000(6) | $9.93 | 3/9/2033 | — | — | | | 3/2/2022 | — | 9,928(6) | $12.30 | 3/2/2032 | — | — | | | 10/7/2021 | — | 17,500(6) | $15.87 | 10/7/2031 | — | — | | Sarita Jairath | 2/14/2025 | — | — | $— | — | 31,115(3) | $305,238 | | | 2/14/2025 | — | — | $— | — | 9,120(3) | $89,467 | | | 9/16/2024 | — | — | $— | — | 40,942(7) | 401,641 | | Richard J. (Arjay) Jensen | 2/14/2025 | — | 17,953(5) | $12.61 | 2/14/2035 | — | $— | | | 2/14/2025 | — | — | $— | — | 47,582(3) | $466,779 | | | 2/14/2025 | — | — | $— | — | 9,120(3) | $89,467 |

  32. Outstanding Equity Awards at December 31, 2025

    (1) Represents stock options that vest ratably on the first, second, third and fourth anniversaries of the grant date, subject to continued service. (2) Represents RSUs that vest ratably on the first, second, third and fourth anniversaries of the grant date, subject to continued service. (3) Represents RSUs that vest on the first anniversary of the grant date, subject to continued service. (4) Represents RSUs that vest on the third anniversary of the grant date, subject to continued service. (5) Represents stock options that vest ratably on the second, third, fourth and fifth anniversaries of the grant date, subject to continued service. (6) Represents stock options that vest on the fifth anniversary of the grant date, subject to continued service. (7) Represents RSUs that vest ratably on the second and third anniversaries of the grant date, subject to continued service. In connection with Mr. Sarsfield’s appointment as Chief Executive Officer, pursuant to the terms of his employment agreement, Mr. Sarsfield is entitled to receive up to five additional RSU awards in an amount of $8,000,000 each, subject to the achievement of specified stock price targets.

  33. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding the exercise of stock options and vesting of RSUs for our named executive officers in 2025.

  34. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Luke A. Sarsfield III | — | — | 246,889 | 2,806,792 | | Amanda Coussens | — | — | 76,972 | 970,617 | | Mark Hood | — | — | — | - | | Sarita Jairath | — | — | 20,471 | 244,833 | | Richard J. (Arjay) Jensen | — | — | 14,393 | 181,496 |

  35. Option Exercises and Stock Vested

    The value realized on vesting of RSUs is calculated as the number of shares acquired on vesting multiplied by the closing price of our common stock on the vesting date (or the immediately preceding trading day if the vesting date is not a trading day).

  36. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  37. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The amounts that would have become payable to our named executive officers upon the events described above, assuming a termination and, if applicable, change in control date of December 31, 2025 (the last business day of 2025), are described and quantified in the table below. These amounts, which exclude the effect of any applicable taxes, are based on the named executive officer’s annual base salary, target annual bonus amount, the number of equity awards outstanding, and the closing price of our common stock ($9.81), on December 31, 2025. Carried interest is paid based on the price at which the Company can sell or otherwise realize value from its investments. It is inherently uncertain and any yet unrealized carried interest amounts may not be paid for several years after carried interest is fully vested, if at all. Because of this uncertainty, we do not provide a calculation of carried interest payment amounts that would have become payable upon the applicable event on December 31, 2025.

  38. Potential Payments Upon Termination or Change in Control Table

    | | | | Acceleration of Equity Awards | | | | | Name and Event | Cash Severance ($) | COBRA Reimbursement ($)(1) | RSUs ($)(2) | Stock Options ($)(3) | Payment in lieu of RSUs ($)(4) | Total ($) | | Luke Sarsfield | | | | | | | | Qualifying Termination (not including non-renewal) | 3,750,000 | — | 3,462,636 | 237,433 | — | 7,450,069 | | Change in Control | — | — | 3,462,636 | 237,433 | 669,238 | 4,369,307 | | Qualifying Termination in connection with Change in Control | 3,750,000 | — | 3,462,636 | 237,433 | 669,238 | 8,119,307 | | Death or Disability | — | — | 3,462,636 | 237,433 | — | 3,700,069 | | Amanda Coussens | | | | | | | | Qualifying Termination | 800,000 | 17,804 | 556,246 | 589,190 | — | 1,963,240 | | Qualifying Termination in connection with Change in Control | 1,200,000 | 26,705 | 556,246 | 589,190 | — | 2,372,141 | | Death or Disability | — | — | 556,246 | 589,190 | — | 1,145,436 | | Mark Hood | | | | | | | | Qualifying Termination | 800,000 | 22,177 | 556,247 | 340,167 | — | 1,718,591 | | Qualifying Termination in connection with Change in Control | 1,200,000 | 33,266 | 556,247 | 340,167 | — | 2,129,680 | | Death or Disability | — | — | 556,247 | 340,167 | — | 896,414 | | Sarita Jairath | | | | | | | | Qualifying Termination | 1,000,000 | 19,559 | 796,346 | — | — | 1,815,905 | | Qualifying Termination in connection with Change in Control | 1,500,000 | 29,339 | 796,346 | — | — | 2,325,685 | | Death or Disability | — | — | 796,346 | — | — | 796,346 | | Richard J. (Arjay) Jensen | | | | | | | | Qualifying Termination | 800,000 | 23,107 | 556,247 | 50,268 | — | 1,429,622 | | Qualifying Termination in connection with Change in Control | 1,200,000 | 34,660 | 556,247 | 50,268 | — | 1,841,175 | | Death or Disability | — | — | 556,247 | 50,268 | — | 606,515 |

  39. Potential Payments Upon Termination or Change in Control Table

    (1) Represents aggregate reimbursement of COBRA premiums for the maximum applicable period and applying COBRA rates reflecting the named executive officer’s coverage level elections as of December 31, 2025. (2) Represents the closing price of our common stock ($9.81) on December 31, 2025, multiplied by the number of RSUs accelerated upon the occurrence of the relevant event. (3) Represents the difference between the closing price of our common stock ($9.81) on December 31, 2025 and the exercise prices of in-the-money stock options accelerated upon the occurrence of the relevant event, multiplied by the number of stock options so accelerated. (4) Based on a 30-day volume-weighted average price of our common stock ($9.65) on December 31, 2025 and calculated as set forth in Mr. Sarsfield’s employment agreement. On March 17, 2026, Mr. Hood notified the Company that he will be retiring as the Company’s Executive Vice President and Chief Administrative Officer effective as of May 31, 2026. On March 19, 2026, in connection with his retirement, the Company and Mr. Hood entered into a separation and release agreement (the “Separation Agreement”), pursuant to which Mr. Hood will receive a one-time separation payment of $125,000, subject to execution and non-revocation of a release and compliance with customary post-termination covenants as further described below. In connection with his retirement, on March 19, 2026, the Company also entered into a consulting agreement (the “Consulting Agreement”) with Mr. Hood, pursuant to which he will be engaged by the Company during the period from June 1, 2026 through March 31, 2027 to provide certain transition and other advisory services to the Company and will receive (i) a monthly advisory fee of $15,000, and (ii) reimbursement or direct payment of COBRA premiums during the consulting period. In addition, Mr. Hood's outstanding equity and carried interest awards will continue to vest and remain exercisable, as his service will continue uninterrupted pursuant to the Consulting Agreement. The Separation Agreement and Consulting Agreement also contain customary confidentiality, non-solicitation and non-competition covenants.

  40. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Securities Act, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, see the “Compensation Discussion and Analysis” above.

  41. Pay Versus Performance

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based on Stockholder Return | | | | | Year | Summary Compensation Table (SCT) Total for CEO 1 | SCT Total for CEO 2 | SCT Total for CEO 3 | Compensation Actually Paid to CEO 1(1) | Compensation Actually Paid to CEO 2(1) | Compensation Actually Paid to CEO 3(1) | Average Summary Compensation Table Total for Other NEOs(2) | Average Compensation Actually Paid to Other NEOs(3) | Total Stockholder Return(4) | Peer Group Total Stockholder Return(5) | Net Income (6) | Fee Related Earnings (Company Selected Measure)(7) | | 2025 | 5,196,158 | — | — | 3,707,232 | — | — | 1,644,851 | 1,362,110 | 81.21 | 124.52 | 22,963,000 | 141,100,000 | | 2024 | 3,147,907 | — | — | 4,752,436 | — | — | 1,516,654 | 2,018,871 | 104.39 | 121.38 | 19,667,000 | 142,118,000 | | 2023 | 7,285,651 | 9,966,991 | 10,868,392 | 7,972,674 | 11,740,626 | 12,731,059 | 971,210 | 933,576 | 84.60 | 90.06 | (7,772,000) | 123,097,000 |

  42. Pay Versus Performance

    (1) The dollar amounts reported in this column represent the “compensation actually paid” to Mr. Sarsfield (CEO 1), Mr. Alpert (CEO 2), and Mr. Webb (CEO 3) as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Sarsfield, Mr. Alpert, and Mr. Webb. In accordance with these rules, these amounts reflect total compensation as reported in the Summary Compensation Table for each fiscal year, subject to certain adjustments. The following table shows the adjustments for fiscal years 2025, 2024, and 2023. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  43. Pay Versus Performance

    | | 2025 | 2024 | 2023 | | Summary Compensation Table Total | $5,196,158 | $3,147,907 | $7,285,651 | | Less, value of “Stock Awards” and "Option Awards" reported in Summary Compensation Table | $(1,993,799) | $(30,000) | $(7,000,005) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $1,560,489 | $362,991 | $6,687,028 | | Plus, fair value as of the vesting date for vested awards | $— | $— | $1,000,001 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(610,686) | $1,042,530 | $— | | Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year | $(444,930) | $229,008 | $— | | Compensation Actually Paid to Mr. Sarsfield (CEO 1) | $3,707,232 | $4,752,436 | $7,972,674 |

  44. Pay Versus Performance

    | | 2023 | | Summary Compensation Table Total | $9,966,991 | | Less, value of “Stock Awards” and "Option Awards" reported in Summary Compensation Table | $(4,928,538) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $— | | Plus, fair value as of the vesting date for vested awards | $6,697,142 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $— | | Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year | $5,031 | | Compensation Actually Paid to Mr. Alpert (CEO 2) | $11,740,626 |

  45. Pay Versus Performance

    | | 2023 | | Summary Compensation Table Total | $10,868,392 | | Less, value of “Stock Awards” and "Option Awards" reported in Summary Compensation Table | $(5,828,537) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $— | | Plus, fair value as of the vesting date for vested awards | $7,686,173 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $— | | Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year | $5,031 | | Compensation Actually Paid to Mr. Webb (CEO 3) | $12,731,059 |

  46. Pay Versus Performance

    The dollar amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Sarsfield) as total compensation in our Summary Compensation Table for each of the corresponding fiscal years. The NEOs included for this purpose are as follows: (i) for fiscal 2025, Mses. Coussens and Jairath and Messrs. Hood and Jensen, and (ii) for fiscal 2023-2024, Ms. Coussens and Mr. Hood. (3) The dollar amounts reported in this column represent the “compensation actually paid” to the NEOs as a group (excluding Mr. Sarsfield), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect total compensation as reported in the Summary Compensation Table for each fiscal year, subject to certain adjustments. The following table shows the adjustments for fiscal 2025. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  47. Pay Versus Performance

    | | 2025 | 2024 | 2023 | | Average Summary Compensation Table Total | $1,644,851 | $1,516,654 | $971,210 | | Less, value of “Stock Awards” and "Option Awards" reported in Summary Compensation Table | $(609,861) | $(365,100) | $(418,419) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | $540,995 | $718,671 | $426,210 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(210,549) | $157,512 | $(46,682) | | Plus (less), average change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year | $(3,327) | $(8,866) | $1,258 | | Average Compensation Actually Paid to Non-CEO NEOs | $1,362,110 | $2,018,871 | $933,576 |

  48. Pay Versus Performance

    (4) Reflects the cumulative total stockholder return of the Company for the year ended December 31, 2023, the two years ended December 31, 2024, and the three years ended December 31, 2025, assuming a $100 investment at the closing stock price on December 31, 2022 and the reinvestment of all dividends. (5) The peer group used for this purpose is the: Dow Jones US Asset Managers Index. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (7) For purposes of Item 402(v)(2)(iii) of Regulation S-K and as further described below in “Tabular List of Most Important Performance Measures”, we have identified Fee Related Earnings (“FRE”) as our Company-Selected Measure. FRE is described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”—“Non-GAAP Financial Measures” of our Annual Report on Form 10-K for the year ended December 31, 2025. For an explanation of how we calculate FRE, please see Appendix A.

  49. Description of Relationship Between Financial Metrics and Compensation Actually Paid

    Description of Relationship Between Financial Metrics and Compensation Actually Paid In accordance with SEC rules, the graphs below depict the relationships between PEO and non-PEO compensation actually paid and the financial metrics included in the table above. For purposes of the charts below, we have combined the CAP of the CEO serving as of the end of each year (Mr. Sarsfield in 2023) with the CAP of any other CEO that served in that role during each such year (Mr. Alpert and Mr. Webb in 2023). Compensation Actually Paid, Ridgepost TSR & Peer Group TSR Compensation Actually Paid & Net Income Compensation Actually Paid & Fee Related Earnings

  50. Fee-Related Revenue

    Fee-Related Revenue Fee-Related Revenue is calculated as total revenues less non-Fee Related Revenue.