Earnings release
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1 For Immediate Release: Ian J. McAdams Chief Financial Officer (914) 921-5078 Associated-Capital-Group.com ASSOCIATED CAPITAL GROUP, INC. Reports Fourth Quarter and Full Year Results - Our merger arbitrage team delivered its strongest results in 25 years, with returns of 16.1% before expenses (12.0% net) in 2025 - Year-end AUM: $1.48 billion at December 31, 2025 (+19% over the last 12 months) - 2025 Net income of $53.0 million (+20% versus 2024) - Returned $20.6 million to shareholders through share repurchases and dividends in 2025 - Book Value was $44.69 per share at year-end 2025 versus $42.14 per share a year ago - Added office in Zurich, Switzerland in January 2026 GREENWICH, Connecticut, February 4, 2026 – Associated Capital Group, Inc. (“AC” or the “Company”), a diversified financial services company, today reported its financial results for the fourth quarter and full year-ended December 31, 2025. Financial Highlights – GAAP basis ($’s in 000’s except AUM and per share data) Fourth Quarter Full Year (Unaudited) 2025 2024 2025 2024 AUM – end of period (in millions) $ 1,482 $ 1,248 $ 1,482 $ 1,248 AUM – average (in millions) 1,430 1,291 1,341 1,410 Revenues 20,074 5,154 26,888 13,175 Income before income taxes 13,595 1,179 68,765 52,735 Net income 11,122 4,280 52,986 44,328 Net income per share - basic and diluted $ 0.54 $ 0.20 $ 2.52 $ 2.08 Shares outstanding (000’s): Class A 1,779 2,234 1,779 2,234 Class B 18,921 18,951 18,921 18,951 Total shares outstanding 20,700 21,185 20,700 21,185 Book Value per share $ 44.69 $ 42.14 $ 44.69 $ 42.14
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2 Fourth Quarter Financial Data - Assets under management ended the quarter at $1. 48 billion versus $1.41 billion at September 30, 2025. - At December 31, 2025, book value per share was $44.69 per share compared to $44.23 per share at September 30, 2025. Fourth Quarter Results Fourth quarter revenues were $20.1 million compared to $5.2 million for the fourth quarter of 2024. The increase in revenues is driven by higher incentive fees in 2025 due to performance. Incentive fees were $17.7 million in the 2025 quarter versus $3.0 million in 2024. As in the past, incentive fees are accrued when earned, typically on an annual basis on December 31. Revenues generated by the GAMCO International SICAV – GAMCO Merger Arbitrage fund (the “SICAV”) were $9.4 million versus $ 1.0 million in the year ago quarter . All other revenues were $ 10.7 million compared to $4.2 million in the year ago quarter. Total operating expenses , excluding management fee expense, were $15.1 million in the fourth quarter 2025 compared to $8.2 million in the comparable 2024 period. The primary driver of the increase in operating expenses was higher variable compensation in the 2025 quarter driven by higher incentive fee revenue. Net investment and other income was $10.1 million for the fourth quarter versus $4.4 million in the year ago quarter. The primary driver of this quarter’s results was the performance of our merger arbitrage investments. The fourth quarter of 2025 includes a management fee expense of $1.5 million versus $0.1 million in the fourth quarter of 2024. Our provision for income taxes was an expense of $2.4 million in 2025 with an effective tax rate of 17.9%. This compares to an income tax benefit of $3.1 million for the prior year quarter driven by deferred tax benefits from the sale of GAMCO shares in 2024. Full Year Results Revenues for the year ended 202 5 were $26.9 million compared to $ 13.2 million in 202 4. Revenues generated by the SICAV were $12.5 million versus $5.0 million in the prior year period. All other revenues were $14.4 million compared to $8.2 million in the year ago period. For 2025, the operating loss before management fee expense was $9.0 million compared to $12.9 million in 2024. The full year 202 5 net investment and other income was $85.2 million versus $ 71.5 million in 2024. The primary driver of 2025’s results was the performance of our merger arbitrage investments. In 2025, management fee expense was $7.4 million compared to $5.9 million in 2024. Our income tax rate for the year was 22.4% compared to 15.8% for the prior year. The higher rate in 2025 is primarily driven by deferred tax benefits from the 2024 sale of GAMCO shares that reduced the prior period’s effective tax rate.
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3 Charitable Contributions Since our inception as a public company in 2015, the shareholders of AC have donated approximately $42 million to over 200 501(c)(3) organizations that address a broad range of local, national and international concerns through the shareholder designated c haritable contribution program. Our charitable giving program continues today with the Associated Capital Foundation, a private foundation, establish ed in October 2025. In November 2025, the Company contributed approximately $4 million to the private foundation. Assets Under Management (AUM) Assets under management ended the year at $1.48 billion, $234 million higher than year-end 2024, reflecting market performance of $154 million, net inflows of $51 million and the positive impact of currency fluctuations in non-US dollar denominated classes of investment funds of $29 million. December 31, ($ in millions) 2025 2024 2020 2015 Merger Arbitrage $ 1,156 $ 1,003 $ 1,126 $ 869 Long/Short Value(a) 289 209 180 145 Other 37 36 45 66 Total AUM $ 1,482 $ 1,248 $ 1,351 $ 1,080 (a) Assets under management represent the assets invested in this strategy that are attributable to AC. Alternative Investment Management Our alternative investment offerings center around our merger arbitrage strategy, which seeks absolute return independent of the broad equity and fixed income markets through a proven strategy of investing in global announced corporate mergers and acquisit ions. We also manage funds using strategies focused on fundamental, active, event -driven and special situations investing. Merger Arbitrage
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4 Since its inception in 1985, our longest continuously offered fund in the merger arbitrage strategy has consistently outperformed the return on 90-day T-Bills. The summary historical performance is as follows: Merger Arbitrage (1) Percent Return (%) Year Gross Return Net Return 90 Day T-Bills 2025 16.10 11.97 4.40 2024 5.83 3.82 5.45 2023 5.49 3.56 5.26 2022 4.47 2.75 1.50 2021 10.81 7.78 0.05 2020 9.45 6.70 0.58 2019 8.55 5.98 2.25 2018 4.35 2.65 1.86 2017 4.69 2.92 0.84 2016 9.13 6.44 0.27 2015 5.33 3.43 0.03 2014 3.89 2.29 0.03 2013 5.33 3.43 0.05 2012 4.32 2.63 0.07 2011 4.89 3.07 0.08 2010 9.07 6.35 0.13 2009 12.40 9.15 0.16 2008 0.06 -0.94 1.80 2007 6.39 4.26 4.74 2006 12.39 8.96 4.76 2005 9.40 6.63 3.00 2004 5.49 3.69 1.24 2003 8.90 6.26 1.07 2002 4.56 2.45 1.70 2001 7.11 4.56 4.09 2000 18.10 13.57 5.96 1999 16.61 12.31 4.74 1998 10.10 7.21 5.06 1997 12.69 9.21 5.25 1996 12.14 8.84 5.25 1995 14.06 10.27 5.75 1994 7.90 5.53 4.24 1993 12.29 8.91 3.09 1992 7.05 4.78 3.62 1991 12.00 8.76 5.75 1990 9.43 6.67 7.92 1989 23.00 17.55 8.63 1988 45.84 35.66 6.76 1987(2) -13.67 -14.54 5.90 1986(2) 33.40 26.14 6.24 1985(2) 30.47 22.64 7.82 Average 10.48 7.42 3.35 (1) The performance above refers to our longest continuously offered fund in the merger arbitrage strategy (net and gross returns). Net returns are net of management and incentive fees. Individual investment returns may differ due to timing of investment and other factors. Past performance is not indicative of future results. (2) The fiscal year end for each of 1985 through 1987 was October 31st. The returns for these years have been calculated on a calendar year basis to conform with the subsequent years in this chart.
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5 For the fourth quarter of 2025, our longest continuously offered fund in the merger arbitrage strategy generated gross returns of 2.02% (1.45% net of fees). For the full year, gross returns were 16.10% (11.97% net of fees), adding to its historical record of positive net returns in 39 of the last 41 years. A summary of the performance is as follows: Full Year Performance%(a) 4Q '25 4Q '24 2025 2024 2023 2022 2021 5 Year(b) Since 1985(b)(c) Merger Arb Gross 2.02 0.95 16.10 5.83 5.49 4.47 10.81 8.45 10.13 Net 1.45 0.57 11.97 3.82 3.56 2.75 7.78 5.92 7.17 (a) Net performance is net of fees and expenses, unless otherwise noted. Performance shown is for an actual fund in this strategy. The performance of other funds in this strategy may vary. Past performance is no guarantee of future results. (b) Represents annualized returns through December 31, 2025 (c) Inception Date: February 1985 M&A activity remained vibrant in December, and propelled deal activity to $4.6 trillion for 2025, an increase of 49% compared to $3. 2 trillion in 2024. The U.S. remained the preferred venue for dealmaking with $2.3 trillion of deals, an increase of 57% versus 2024 volume of $1.4 trillion, and US targets represented 50% of all dealmaking in 2025. Private Equity accounted for 20% of dealmaking in 2025, a decline from 23% during 2024. However, the dollar volume of PE deals increased from $706 billion in 2024 to $920 billion in 2025, an increase of 30%. Technology was the most active sector with $843 billion of deals, accounting for 18% of total deal volume, followed by Industrials and Financials. Meanwhile, cross -border M&A increased 40% to $1.4 trillion. It appears dealmaking momentum will continue in 2026 driven by a more accommodative global regulatory environment, increased CEO optimism and confidence, AI-driven dealmaking, resilient economic growth and record levels of private equity dry powder. Furthermore, a more accommodative antitrust environment and pent -up demand from acquirers should be supportive of ongoing M&A activity. Furthermore, recent regulatory shifts both in the U.S. and abroad should provide a more favorable environment for merger arbitrage investing. Strategy Availability The merger arbitrage strategy is available across multiple vehicles tailored to client type and mandate, including partnerships and offshore corporations serving both accredited as well as institutional investors. The strategy is also offered in separately managed accounts, a Luxembourg UCITS (Undertaking for Collective Investment in Transferrable Securities) and a London Stock Exchange-listed investment company, Gabelli Merchant Partners Plc (GMP-LN), formerly known as Gabelli Merger Plus+ Trust Plc.
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6 Acquisitions Associated Capital Group's plan is to accelerate the use of its capital. We intend to leverage our research and investment capabilities by pursuing acquisitions and alliances that will broaden our product offerings and add new sources of distribution. In a ddition, we may make direct investments in operating businesses using a variety of techniques and structures to accomplish our objectives. Gabelli Private Equity Partners was created in 2017 to launch a private equity business, somewhat akin to the success of a related predecessor PE firm had in the 1980s. We will continue our outreach initiatives with business owners, corporate management, and various financial sponsors. We are activating our program of buying privately owned, family started businesses, controlled and operated by the founding family. Shareholder Compensation Since our inception in 2015, AC has returned $ 200.6 million to shareholders through share repurchases, exchange offers and dividends of $87.4 million. On February 3, 2026, the Board of Directors declared a quarterly dividend of $0.10 per share which will be paid on March 19, 2026 to shareholders of record on March 5, 2026 . As previously announced, in November 2025 the Boad of Directors approved a 100% increase in the Company’s regular cash dividend whereby the quarterly dividend rate will be set at $0.10 per share, compared to the historical semi-annual rate of $0.10 per share paid semi-annually. During the fourth quarter of 2025, AC repurchased 63,306 Class A shares, for $2.3 million, at an average price of $36.56 per share. For the full year 2025, AC repurchased 484,866 Class A shares, for $16.4 million, at an average price of $33.76 per share. Shares may be purchased from time to time in the future, however share repurchase amounts and prices may vary after considering a variety of factors, including the Company's financial position, earnings, other alternative uses of cash, macroeconomic issues, and market conditions. At December 31, 2025, there were 20.700 million shares outstanding, consisting of 1.779 million Class A shares and 18.921 million Class B shares outstanding. About Associated Capital Group, Inc. Associated Capital Group, Inc. (OTCQX:ACGP), based in Greenwich, Connecticut, is a diversified global financial services company that provides alternative investment management through Gabelli & Company Investment Advisers, Inc. (“GCIA”). We have also earm arked proprietary capital for our direct investment business that invests in new and existing businesses. The direct investment business is developing along several core pillars including Gabelli Private Equity Partners, LLC (“GPEP”), formed in August 2017 with $150 million of authorized capital as a “fund -less” sponsor. We also created Gabelli Principal Strategies Group, LLC (“GPS”) in December 2015 to pursue strategic operating initiatives.
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7 Operating Income/(Loss) Before Management Fee Operating income/(loss) before management fee represents a non -GAAP financial measure. We believe this measure is useful in illustrating the operating results of the Company, as management fee expense is based on pre -tax income before management fee expense, which includes non - operating items including investment gains and losses from the Company’s proprietary investment portfolio and interest expense. Three Months Ended Year Ended December 31, December 31, ($ in 000's) 2025 2024 2025 2024 Operating income/(loss) - GAAP $ 3,467 $ (3,193 ) $ (16,457 ) $ (18,753 ) Add: management fee expense (1) 1,476 134 7,449 5,870 Operating income/(loss) before management fee - Non-GAAP $ 4,943 $ (3,059 ) $ (9,008 ) $ (12,883 ) (1) Management fee expense is incentive-based and is equal to 10% of Income before management fee and income taxes and excludes the impact of consolidating entities. For the three months ended December 31, 2025 and 2024, Income before management fee, incom e taxes and excluding consolidated entities was income of $14,757 and $1,340, respectively. As a result, $1,476 and $134 was accrued for the 10% management fee expense in the 2025 and 2024 periods, respectively. For the year ended December 31, 2025 and 2024, Income before management fee, income taxes and excluding consolidated entities was income of $74,488 and $58,699, respectively. As a result, $7,449 and $5,870 was accrued for the 10% management fee expense in 2025 and 2024, respectively.
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8 Table I ASSOCIATED CAPITAL GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Amounts in thousands, except share data) December 31, 2025 2024 ASSETS Cash, cash equivalents and US Treasury Bills $ 365,342 $ 367,850 Investments in securities and partnerships 520,788 487,623 Investment in GAMCO stock 8,566 16,920 Receivable from brokers 22,954 27,634 Income taxes receivable, including deferred tax assets, net 4,967 6,021 Other receivables 19,983 4,778 Property and equipment, net 23,352 16,158 Other assets 12,727 8,305 Total assets $ 978,679 $ 935,289 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY Payable to brokers $ 7,567 $ 5,491 Income taxes payable, including deferred tax liabilities, net 6,400 - Compensation payable 24,302 17,747 Securities sold short, not yet purchased 6,029 8,436 Accrued expenses and other liabilities 3,334 5,317 Total liabilities 47,632 36,991 Redeemable noncontrolling interests 5,908 5,592 Total Associated Capital Group, Inc. equity 925,139 892,706 Total liabilities, redeemable noncontrolling interests and equity $ 978,679 $ 935,289 Notes: (1) Certain captions include amounts related to a consolidated variable interest entity ("VIE") and voting interest entity ("VOE"). Refer to the Consolidated Financial Statements included in the annual report to be filed for the year ended December 31, 2025 for more details on the impact of consolidating these entities. (2) Investment in GAMCO stock: 351,648 and 699,749 shares, respectively.
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9 Table II ASSOCIATED CAPITAL GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except share and per share data) Three Months Ended December 31, Year Ended December 31, 2025 2024 2025 2024 Investment advisory and incentive fees $ 20,009 $ 5,049 $ 26,445 $ 12,755 Other 65 105 443 420 Total revenues 20,074 5,154 26,888 13,175 Compensation 12,912 6,316 27,774 18,293 Operating expenses 2,219 1,897 8,122 7,765 Total expenses 15,131 8,213 35,896 26,058 Operating income/(loss) before management fee 4,943 (3,059 ) (9,008 ) (12,883 ) Net investment gain/(loss) 7,501 (41 ) 65,239 42,767 Dividend income from GAMCO 60 92 218 5,454 Interest and dividend income, net 6,947 7,384 24,176 26,779 Charitable contributions (4,380 ) (3,063 ) (4,411 ) (3,512 ) Investment and other income, net 10,128 4,372 85,222 71,488 Income before management fee and income taxes 15,071 1,313 76,214 58,605 Management fee 1,476 134 7,449 5,870 Income before income taxes 13,595 1,179 68,765 52,735 Income tax expense/(benefit) 2,435 (3,108 ) 15,403 8,307 Income before noncontrolling interests 11,160 4,287 53,362 44,428 Income attributable to noncontrolling interests 38 7 376 100 Net income attributable to AC’s shareholders $ 11,122 $ 4,280 $ 52,986 $ 44,328 Net income per share attributable to AC’s shareholders: Basic and diluted $ 0.54 $ 0.20 $ 2.52 $ 2.08 Weighted average shares outstanding: Basic and diluted 20,714 21,222 21,005 21,347 Total shares outstanding – end of period 20,700 21,185 20,700 21,185
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10 SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION The financial results set forth in this press release are preliminary. Our disclosure and analysis in this press release, which do not present historical information, contain “forward -looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements convey our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as “anticipate, ” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, the economy and other conditions, there can be no assurance that our actual results will not differ materially from what we expect or believe. Therefore, you should proceed with caution in relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, some of which are listed below, that are difficult to predict and could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward- looking statements. Some of the factors that could cause our actual results to differ from our expectations or beliefs include a decline in the securities markets that adversely affect our assets u nder management, negative performance of our products, the failure to perform as required under our investment management agreements, and a general downturn in the economy that negatively impacts our operations. We also direct your attention to the more sp ecific discussions of these and other risks, uncertainties and other important factors contained in our Form 10 and other public filings. Other factors that could cause our actual results to differ may emerge from time to time, and it is not possible for u s to predict all of them. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations whether as a result of new information, future developments or otherwise, except as may be required by law.