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☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30,
2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number:
001-13458
HORIZON KINETICS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
84-0920811
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
470 Park Ave S
.,
New York
,
New York
10016
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (
646
)
291-2300
Securities registered pursuant to Section 12(b) of the Exchange Act.
Title of each class
Trading Symbol
Name of exchange on which registered
None
None
None
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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
As of November 10, 2025, the registrant had
18,635,321
shares of its common stock, $0.10 par value per share, outstanding.
CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, in addition to historical information. All statements, other than statements of historical facts, included in this Report that address activities, events, or developments with respect to our financial condition, results of operations, or economic performance that we expect, believe, or anticipate will or may occur in the future, or that address plans and objectives of management for future operations, are forward-looking statements.
Forward-looking statements can typically be identified by the use of words such as “will,” “may,” “could,” “should,” “assume,” “project,” “believe,” “anticipate,” “expect,” “intend,” “estimate,” “potential,” “plan,” “target,” “is likely,” and other similar words. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
The forward-looking statements contained in this Report are based on management’s current expectations and are subject to uncertainty and changes in circumstances. We cannot assure you that future developments affecting us will be those that we have anticipated. Forward-looking statements and our performance inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to:
•
Unfavorable market conditions could adversely affect our business in many ways, including by reducing the fees revenue and distributions received from its funds.
•
Certain investments represent a material portion of our total assets. If these investments’ operating or market performance deteriorates for any reason, then the Company’s resulting advisory fees and reputation could be negatively impacted.
•
The Company and our employees may invest in other companies or funds in which its clients also invest, which may create conflicts of interest. Conflicts of interest are also present when the Company receives performance fees.
•
The Company, and the funds and SMAs managed by its subsidiary, are exposed to risks relating to cryptocurrencies and related investments, either directly or through cryptocurrency-linked ETFs.
•
Our success depends highly on its senior executives, and the loss of their services would have a material adverse effect on its business, results and financial condition.
•
Poor performance of our funds would cause a decline in its revenue, income and cash flow and could adversely affect its ability to raise capital for future funds.
•
Our investment philosophy makes a rebalancing of portfolios unlikely, which could result in concentrated positions, adversely impacting our business and reputation if those positions decline.
•
The asset management business is intensely competitive.
•
The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a negative impact on our business and operations.
We caution you that forward-looking statements are not guarantees of future performance and that actual results or performance may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this Report speak as of the filing date of this Report. Although we may from time to time voluntarily update our prior forward-looking statements, we undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this Report.
Con
densed Consolidated Statements of Financial Condition
(in thousands)
September 30,
December 31,
2025
2024
(Unaudited)
Assets
Cash and cash equivalents
$
37,723
$
14,446
Fees receivable, net
6,816
8,344
Investments, at fair value
83,060
91,435
Assets of consolidated investment products
Cash and cash equivalents
24,334
44,306
Investments, at fair value
1,891,832
1,746,850
Other assets
23,941
19,247
Other investments
21,776
13,443
Operating lease right-of-use assets
6,952
5,105
Property and equipment, net
95
99
Prepaid expenses and other assets
5,295
1,728
Due from affiliates
28
27
Digital assets
16,198
13,240
Assets of discontinued operations
-
4,364
Intangible assets, net
41,292
42,169
Goodwill
23,373
23,373
Total assets
$
2,182,715
$
2,028,176
Liabilities, Noncontrolling Interests, and Shareholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other
$
16,420
$
21,547
Accrued third party distribution expenses
417
6,522
Deferred revenue
60
222
Liabilities of consolidated investment products
Accounts payable and accrued expenses
3,864
1,486
Other liabilities
426
2,793
Deferred tax liability, net
80,933
95,683
Due to affiliates
7,750
11,597
Liabilities of discontinued operations
-
464
Operating lease liability
8,868
7,379
Total liabilities
118,738
147,693
Commitments and contingencies (Note 11)
Redeemable noncontrolling interests
1,708,580
1,540,312
Shareholders' equity
Preferred stock,
no
par value, authorized
20,000
shares;
no
shares issued and outstanding
-
-
Common stock; $
0.10
par value, authorized
50,000
shares; issued and outstanding
18,635
shares, net of treasury stock;
1
share at September 30, 2025 and December 31, 2024, respectively
1,864
1,864
Additional paid-in capital
39,243
39,243
Retained earnings
314,290
299,064
Total shareholders’ equity
355,397
340,171
Total liabilities, noncontrolling interests, and shareholders’ equity
$
2,182,715
$
2,028,176
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements
3
HORIZON KINETICS HOLDING CORPORATION
Cond
ensed Consolidated Statements of Operations (Unaudited)
(in thousands)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Revenue:
Management and advisory fees
$
17,764
$
13,036
$
55,465
$
37,277
Other income and fees
129
23
345
288
Total revenue
17,893
13,059
55,810
37,565
Operating expenses:
Compensation and related employee benefits
7,685
7,220
24,718
19,903
Sales, distribution and marketing
3,774
2,972
12,048
7,881
Depreciation and amortization
199
455
917
1,374
General and administrative expenses
2,520
2,744
7,728
7,397
Expenses of consolidated investment products
766
590
2,078
1,651
Total operating expenses
14,944
13,981
47,489
38,206
Operating income (loss)
2,949
(
922
)
8,321
(
641
)
Other income (expense):
Equity earnings (losses), net
(
2,033
)
1,617
(
3,543
)
3,683
Interest and dividends
530
891
1,475
1,261
Other income (expense)
(
290
)
(
2,676
)
(
530
)
(
2,857
)
Investment and other income (losses) of consolidated investment products, net
129,399
142,620
184,133
442,469
Interest and dividend income of consolidated investment products
1,627
8,888
6,418
17,494
Unrealized gain (loss) on digital assets, net
1,260
(
95
)
2,908
2,792
Realized gain (loss) on investments, net
32
23
2,229
342
Unrealized gain (loss) on investments net
(
7,046
)
11,321
(
8,734
)
24,942
Total other income, net
123,479
162,589
184,356
490,126
Income (loss) from continuing operations before provision for income taxes
126,428
161,667
192,677
489,485
Income tax (expense) benefit
10,370
(
69,296
)
3,840
(
70,774
)
Income (loss) from continuing operations, net of tax
136,798
92,371
196,517
418,711
Income (loss) from discontinued operations, net of tax
(
63
)
(
147
)
(
1,300
)
(
147
)
Net income
$
136,735
$
92,224
$
195,217
$
418,564
Less: net income attributable to redeemable noncontrolling interests
(
129,500
)
(
130,391
)
(
175,630
)
(
401,852
)
Net (loss) income attributable to Horizon Kinetics Holding Corporation
$
7,235
$
(
38,167
)
$
19,587
$
16,712
Basic and diluted net (loss) income per common share:
Net income (loss) from continuing operations
$
7.34
$
5.02
$
10.55
$
23.10
Net income (loss) from discontinued operations
$
(
0.00
)
$
(
0.01
)
$
(
0.07
)
$
(
0.01
)
Net income (loss) attributable to Horizon Kinetics Holding Corporation
$
0.39
$
(
2.07
)
$
1.05
$
0.92
Weighted average shares outstanding:
Basic and diluted
18,635
18,415
18,635
18,129
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements
4
HORIZON KINETICS HOLDING CORPORATION
Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
(in thousands)
Common Stock
Shares
Amount
Capital in Excess of Par
Retained Earnings
Total
Balance at December 31, 2024
18,635
$
1,864
$
39,243
$
299,064
$
340,171
Dividends
-
-
-
(
1,994
)
(
1,994
)
Net income (loss)
-
-
-
22,841
22,841
Balance at March 31, 2025
18,635
$
1,864
$
39,243
$
319,911
$
361,018
Dividends
-
-
-
(
1,044
)
(
1,044
)
Net income (loss)
-
-
-
(
10,489
)
(
10,489
)
Balance at June 30, 2025
18,635
$
1,864
$
39,243
$
308,378
$
349,485
Dividends
-
-
-
(
1,323
)
(
1,323
)
Net income (loss)
-
-
-
7,235
7,235
Balance at September 30, 2025
18,635
$
1,864
$
39,243
$
314,290
$
355,397
Balance at December 31, 2023
17,984
$
1,798
$
-
$
207,290
$
209,088
Cumulative effect of the adoption of
ASU 2024-08
, net of income taxes
-
$
-
$
-
$
4,369
4,369
Distributions
-
-
-
(
1,700
)
(
1,700
)
Net income (loss)
-
-
-
40,841
40,841
Balance at March 31, 2024
17,984
$
1,798
$
-
$
250,800
$
252,598
Distributions
-
-
-
(
2,379
)
(
2,379
)
Net income (loss)
-
-
-
14,038
14,038
Balance at June 30, 2024
17,984
$
1,798
$
-
$
262,459
$
264,257
Contributions of investment securities, net
-
-
25,512
-
25,512
Shares issued for acquisition, net
650
65
13,705
-
13,770
Net income (loss)
-
-
-
(
38,167
)
(
38,167
)
Balance at September 30, 2024
18,634
$
1,863
$
39,217
$
224,292
$
265,372
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements
5
HORIZON KINETICS HOLDING CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine Months Ended September 30,
2025
2024
Operating activities:
Net cash used in operating activities
$
(
40,274
)
$
(
11,183
)
Investing activities:
Proceeds from sale of investments
33,324
395
Purchases of property and equipment
-
(
43
)
Deconsolidation of a consolidated investment product
(
4,959
)
-
Purchases of investments
(
6,142
)
(
593
)
Cash acquired from acquisition
-
2,823
Receipts from notes from related party
80
-
Issuance of notes to related party
(
160
)
-
Net cash provided by investing activities
22,143
2,582
Financing activities:
Dividends
(
4,361
)
-
Distributions
-
(
4,079
)
Cash contributions from affiliates
-
2,666
Contributions from redeemable noncontrolling interests in consolidated investment products
51,901
15,613
Redemptions of redeemable noncontrolling interests in consolidated investment products
(
26,104
)
(
26,007
)
Net cash provided by (used in) financing activities
21,436
(
11,807
)
Net increase (decrease) in cash and cash equivalents
3,305
(
20,408
)
Cash and cash equivalents of HKHC and consolidated investment products, beginning of year
58,752
69,594
Cash and cash equivalents of HKHC and consolidated investment products, end of period
$
62,057
$
49,186
Supplemental disclosure of cash flow information:
Cash paid during the period for income taxes
$
3,973
$
1,087
Supplemental disclosure of non-cash investing activities:
Net assets acquired in acquisition
$
-
$
10,969
Contributions of investment securities for interest in Other investments
$
11,481
$
-
Supplemental disclosure of non-cash financing activities:
Net contributions of investment securities from affiliates
$
-
$
22,846
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements
6
HORIZON KINETICS HOLDING CORPORATION
N
otes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands, except per share data)
Note 1. General
The accompanying unaudited interim Condensed Consolidated Financial Statements of Horizon Kinetics Holding Corporation, a Delaware Company (along with its wholly-owned subsidiaries, collectively referred to as the “Company”, “HKHC” or in the first-person notations of “we”, “us” and “our”) were prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the interim financial statement rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Condensed Consolidated Financial Statements. The interim operating results are not necessarily indicative of the results for a full year or for any interim period. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The accompanying Condensed Consolidated Statement of Financial Condition has been derived from the Company's Annual Report on Form 10-K for the year ended December 31, 2024. The Condensed Consolidated Financial Statements included herein should be read in conjunction with the audited consolidated Annual Report on Form 10-K.
The Condensed Consolidated Financial Statements include the accounts of HKHC and all of its wholly-owned subsidiaries (Horizon Kinetics Asset Management LLC, Kinetics Funds Distributor LLC, KBD Securities LLC and SLG Chemicals, Inc.). All intercompany balances and transactions have been eliminated in consolidation.
The Company and its wholly owned subsidiaries manage or control certain entities that have been consolidated in the accompanying financial statements. These entities include our proprietary funds (collectively, “consolidated investment products” or “CIPs”). Including the results of the consolidated investment products significantly increases the reported amounts of the assets, liabilities, revenues, expenses and cash flows within the accompanying consolidated financial statements. However, the consolidated investment products’ results included herein have no direct effect on the net income attributable to HKHC or to its Stockholders’ Equity. Instead, economic ownership of the investors in the consolidated investment products are reflected as redeemable non-controlling interests in consolidated investment products. Further, cash flows allocable to redeemable non-controlling interests in consolidated investment products are specifically identifiable within the Consolidated Statement of Cash Flows.
Note 2. Summary of Significant Accounting Policies
(a) Principles of consolidation
In addition to its wholly-owned subsidiaries, GAAP requires that the assets, liabilities and results of operations of a variable interest entity (“VIE”) be consolidated into the financial statements of the enterprise that has a controlling interest in the VIE. The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity, and therefore certain investment vehicles managed by the Company may qualify as VIEs under the variable interest model, whereas others may qualify as voting interest entities (“VOEs”) under the voting interest model. The Company first evaluates whether it holds a variable interest in an entity. Fees that are customary and commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. The Company factors in all economic interests including proportionate interests through related parties, to determine if such interests are considered a variable interest.
The determination of whether to consolidate a VIE under US GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests. To make these judgments, we conduct an analysis, on a case-by-case basis, of whether we are the primary beneficiary and are therefore required to consolidate an entity. We continually reconsider whether we should consolidate a VIE. Upon the occurrence of certain events, such as modifications to organizational documents and investment management agreements of our products, we will reconsider our conclusion regarding the status of an entity as a VIE. Our judgment when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our consolidated financial statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated. In light of certain direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgment could result in a change in our conclusions to consolidate or not consolidate any VIEs to which we have exposure.
7
(b) Use of estimates
The preparation of the consolidated condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. These estimates include the evaluation of the recoverability of the Company’s ownership interests and advances, the recoverability of deferred tax assets, certain fair value estimates and commitments and contingencies. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances.
(c) Liquidity
The Company believes that its cash and cash equivalents will be sufficient to fund operations past one year from the issuance of these condensed consolidated financial statements.
(d) Digital assets
The Company measures digital assets at fair value with changes recognized in earnings in each reporting period. The Company tracks its cost basis of digital assets in accordance with first-in-first-out method of accounting.
The Company’s digital assets are all Level 1 within the fair value hierarchy, except for certain other assets with a fair value of $
2
that are Level 2.
The following tables present additional information about the Company’s digital assets as of
September 30, 2025 and December 31, 2024, respectively:
September 30, 2025
December 31, 2024
Units Held
Cost Basis
Fair Value
Units Held
Cost Basis
Fair Value
Bitcoin
132
$
1,735
$
15,008
131
$
1,688
$
12,239
Litecoin
1,256
142
134
1,218
138
126
Ethereum
176
53
729
176
53
585
Bitcoin Cash
239
72
134
234
70
101
All others
38
193
39
189
$
2,040
$
16,198
$
1,988
$
13,240
Balance at December 31, 2024
Revenue recognized
Proceeds and in-kind transfers
Unrealized gain (loss)
Balance at September 30, 2025
Bitcoin
Units
131
1
-
-
132
Amount
$
12,239
$
47
$
-
$
2,722
$
15,008
Litecoin
Units
1,218
38
-
-
1,256
Amount
$
126
$
4
$
-
$
4
$
134
Ethereum
Units
176
-
-
-
176
Amount
$
585
$
-
$
-
$
144
$
729
Bitcoin Cash
Units
234
5
-
-
239
Amount
$
101
$
2
$
-
$
31
$
134
All others
Amount
$
189
$
31
$
(
31
)
$
4
$
193
8
The following tables present additional information about digital assets held in CIPs as of
September 30, 2025 and December 31, 2024, respectively:
September 30, 2025
December 31, 2024
Units Held
Cost Basis
Fair Value
Units Held
Cost Basis
Fair Value
Bitcoin
1,922
$
11,242
$
219,240
1,936
$
11,374
$
180,770
Bitcoin Cash
15,120
6,624
8,480
15,120
6,624
6,552
Ethereum
18,923
403
1,314
18,923
403
1,245
Litecoin
45,196
3,569
4,831
45,196
3,569
4,658
Ripple
516,187
240
1,469
516,187
240
1,073
All others
559
352
560
267
$
22,637
$
235,686
$
22,770
$
194,565
Balance at December 31, 2024
Proceeds and in-kind transfers
Unrealized gain (loss)
Balance at September 30, 2025
Bitcoin
Units
1,936
(
14
)
-
1,922
Amount
$
180,770
$
(
132
)
$
38,602
$
219,240
Bitcoin Cash
Units
15,120
-
-
15,120
Amount
$
6,552
$
-
$
1,928
$
8,480
Ethereum
Units
18,923
-
-
18,923
Amount
$
1,245
$
-
$
69
$
1,314
Litecoin
Units
45,196
-
-
45,196
Amount
$
4,658
$
-
$
173
$
4,831
Ripple
Units
516,187
-
-
516,187
Amount
$
1,073
$
-
$
396
$
1,469
All others
Amount
$
267
$
-
$
85
$
352
(e) Discontinued operations
As discussed in Note 3, during 2025 the Company disposed of its consumer products brands, which represented its consumer products segment. Disposal groups that meet the discontinued operations criteria by the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205-20-45 are classified as discontinued operations and are excluded from continuing operations and segment results for all periods presented.
(f) Investments, at fair value
The Company invests in securities which are valued at fair value with unrealized gains and losses included in the condensed consolidated statement of operations. Realized gains and losses are determined on the basis of specific identification.
(g) Other Investments
For investments in entities over which the Company exercises significant influence, but which do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company uses the equity method of accounting, whereby the Company records its share of the underlying income or loss of such entities. The Company’s share of the underlying net income or loss of such entities is recorded in equity in earnings of affiliated investments on the condensed consolidated statement of operations. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies accounted for under ASC Topic 946,
Financial Services - Investment Companies
, which reflect their investments at fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value.
We account for other investments that are not accounted for under the equity method that do not have a readily determinable
9
fair value under the fair value measurement alternative. Under the fair value measurement alternative, these investments are based on our original cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar interests of the same issuer. Under this method, our share of the income or losses of such companies is not included in our Consolidated Statements of Operations, however, the result of observable price changes, if any, are reflected in Other income (loss), net. We include the carrying value of these investments in Investments in proprietary funds on the Condensed Consolidated Balance sheets.
The Company’s other investments consist of the following as of
September 30, 2025 and December 31, 2024, respectively:
September 30, 2025
December 31, 2024
Horizon Kinetics Hard Asset, LLC
$
17,487
$
11,299
Consensus Mining & Seigniorage Corporation
838
737
Other miscellaneous investments
3,451
1,407
$
21,776
$
13,443
(h) Fair value measurements:
The Company values certain of its financial assets and liabilities based on 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. Accounting guidance emphasizes that fair value is a market-based measurement that should be determined based on the assumptions market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, accounting guidance establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). Valuation techniques used to measure fair value shall maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows:
Level 1
Unadjusted quoted prices in active markets for identical instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these investments does not entail a significant degree of judgment.
Level 2
Valuations based on quoted prices for similar or identical instruments in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3
Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The fair value hierarchy guidance gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.
(i) Revenue Recognition
The Company recognizes revenue under Financial Accounting Standards Board's (“FASB”) Accounting Standards Update (“ASU”) 2014-09, Revenue From Contracts With Customers (Topic 606). The Company recognizes revenue when the performance obligation is satisfied, which is the point at which control of the promised goods or services are transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services.
Management fees, which are generally calculated as a percentage of assets under management, are recognized when earned and collection is probable. Certain contracts for management services also provide for performance-based fees (“Incentive Fees”).
Incentive Fee revenue is recorded when earned by the fund managers of those managed funds to the extent that Return Thresholds have been met and it is probable that a significant reversal of revenue will not occur. These customer contracts require the Company to provide investment management services over a period of time, which represents a performance obligation that the Company satisfies over time. Management fees are a form of variable consideration because the fees that the Company is entitled to vary based on fluctuations in the basis for the management fee. The amount recorded as revenue is generally determined at the end of the period because these management fees are payable on a regular basis (typically monthly) and are not subject to claw back once paid. Management and advisory fees, including Incentive Fees, from consolidated proprietary funds are eliminated in consolidation. The Company earned
$
0.1
million and $
0.5
million of In
centive Fees for the three and nine months ended September 30, 2025, respectively, and from proprietary funds that were eliminated as a result of the consolidation of the respective funds.
10
The following table disaggregates our management services revenue by type:
Three months ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Mutual fund management fees
$
8,755
$
6,378
$
28,547
$
16,748
ETF management fees
2,925
1,877
8,133
4,817
Separately managed account management fees
5,631
4,739
16,961
14,737
Proprietary fund management fees & other
453
42
1,824
975
Total management and advisory fees
$
17,764
$
13,036
$
55,465
$
37,277
The following table presents balances of management fees receivable by type:
September 30, 2025
December 31, 2024
Mutual fund management fees
$
2,845
$
3,233
ETF management fees
976
830
Separately managed account management fees
2,357
2,220
Proprietary fund management fees
224
1,866
Other
414
195
$
6,816
$
8,344
(j) Other revenue
The Company produces investment research reports for individual and institutional research clients. In addition, the Company retains a third-party marketing firm to market and distribute its research reports. Clients subscribe at a monthly, annual or multi-annual level. Income is accrued monthly based on current subscription base.
(k) Third party distribution
The Company has agreements in place with several third-party distribution firms and individual marketers (“Marketers”). Generally, each party to the agreement may terminate the agreement in a short notice period. Third party distribution expenses are earned by the Marketers based on revenue earned from some of the Company’s investment products generated by the respective Marketers. Accrued third party distribution expenses represent expenses that have been accrued but not paid. In the event that related fees receivable are deemed uncollectible, both related fees receivable and accrued third party distribution expenses will be written off.
(l) Income taxes
Income taxes reflect the tax effects of transactions reported in the Condensed Consolidated Financial Statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. A valuation allowance is established when it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which related temporary differences become deductible. Deferred tax assets and 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.
Taxes are reported based on tax positions that meet a more-likely-than-not standard and that are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits or expense. We classify penalty and interest expense related to income tax liabilities as an income tax expense. There are no significant interest and penalties recognized in the Consolidated Statements of Operations or accrued on the Consolidated Balance Sheets.
(m) Recently issued accounting pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU No. 2023-09 establishes incremental disaggregation of income tax disclosures pertaining to the effective tax rate reconciliation and income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024, and requires
11
prospective application with the option to apply it retrospectively. We intend to adopt this standard in our Annual Report on Form 10-K for the year ending December 31, 2025. We are currently evaluating the potential impact of adopting this standard on our disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses: Clarifying the Effective Date. ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the potential impact of adopting this standard on our disclosures.
Note 3. Discontinued Operations
During the third quarter of 2025, the Company entered into and consummated an asset purchase agreement with a buyer, pursuant to which we agreed to sell our right, title and interest in and to certain assets related to the Company’s consumer brands. Cash consideration paid on the date of the agreement was $
0.4
million, which related to product inventories. Additional consideration for inventories is expected to be received during the fourth quarter. The Company will also receive royalty payments related to net sales ranging between
5
% to
15
% for all net sales of the brands through the year 2035 (“Consumer Products Royalties”). Consumer Products Royalties payments are subject to a minimum amount of $
1.5
million and maximum amount of $
5.25
million, notwithstanding any other clawbacks or indemnity claims.
In determining the amount of the variable consideration related to Consumer Products Royalties, the Company used the ‘expected value’ method for estimating the variable consideration due to the Company due to the large number of possible scenarios. The Company has estimated the fair value of the variable consideration at $
2.5
million. The variable consideration amount will be reduced as royalty payments are received over the term of the agreement and subject to other adjustments to reflect the financing element and other estimates within the transaction. The Company has reflected the assets, liabilities, and results of operations of the consumer products as discontinued operations.
Our Condensed Consolidated Statements of Financial Position and Condensed Consolidated Statements of Operations report discontinued operations separate from continuing operations. Our Condensed Consolidated Statements of Equity and Statements of Cash Flows combine the results of continuing and discontinued operations. A summary of financial information related to discontinued operations is as follows:
Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Condensed Consolidated Statements of Financial Position as of:
December 31,
2024
Fees receivable, net
$
326
Prepaid expenses and other assets
624
Intangible assets, net
2,362
Goodwill
1,052
Assets of discontinued operations
$
4,364
Accounts payable, accrued expenses and other
$
464
Liabilities of discontinued operations
$
464
There were
no
assets or liabilities of discontinued operations as of
September 30, 2025.
Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss from Discontinued Operations in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30:
12
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Other income and fees
$
530
$
512
$
2,171
$
512
Operating expenses
Compensation, related employee benefits, and cost of goods sold
353
396
1,271
396
Sales, distribution and marketing
176
125
799
125
Depreciation and amortization
41
41
164
41
General and administrative expenses
254
136
896
136
Impairment of goodwill
-
-
900
-
Total operating expenses
824
698
4,030
698
Operating income (loss) from discontinued operations
(
294
)
(
186
)
(
1,859
)
(
186
)
Gain on sale of discontinued operations
214
-
214
-
Income (loss) from discontinued operations before provision for income taxes
(
80
)
(
186
)
(
1,645
)
(
186
)
Income tax (expense) benefit
17
39
345
39
Income (loss) from discontinued operations, net of tax
$
(
63
)
$
(
147
)
$
(
1,300
)
$
(
147
)
Net cash used in operating activities from discontinued operations were
$
277
and
$
52
for the
nine months ended September 30, 2025 and 2024, respectively. There were no capital expenditures, depreciation expense, or significant operating investing noncash items related to discontinued operations during the nine months ended September 30, 2025 and 2024
, respectively.
Note 4. Investments, at Fair Value
As of September 30, 2025
the Company owned investments in marketable securities with a fair value of $
83.1
million.
The following summarizes the Company’s investments accounted for at fair value at
September 30, 2025 using the fair value hierarchy:
September 30, 2025
Total
Level 1
Level 2
Level 3
Money market cash equivalents
$
16,984
$
16,984
$
-
$
-
Investments:
Texas Pacific Land Corporation
$
53,867
$
53,867
$
-
$
-
Kinetics Market Opportunities Fund
8,714
-
8,714
-
Kinetics Mutual Funds and ETFs
2,497
-
2,497
-
Kinetics Spin-Off and Corporate Restructuring Fund-Institutional Class
3,240
-
3,240
-
Kinetics Global Fund No Load Class
2,643
-
2,643
-
All other market traded equity securities
3,225
3,225
-
-
CBOE Global Markets
2,378
2,378
-
-
FRMO Corporation
1,726
-
1,726
-
Horizon Kinetics SPAC Active ETF
1,934
-
1,934
-
Grayscale Bitcoin Trust
2,875
2,875
-
-
Totals
$
83,099
$
62,345
$
20,754
$
-
Liabilities:
Market traded equity securities - sold short
$
(
39
)
$
(
39
)
$
-
$
-
Total Liabilities
$
(
39
)
$
(
39
)
$
-
$
-
Total
$
83,060
$
62,306
$
20,754
$
-
13
The following summarizes the Company’s investments accounted for at fair value at December 31, 2024 using the fair value hierarchy:
December 31, 2024
Total
Level 1
Level 2
Level 3
Money market cash equivalents
$
7,561
$
7,561
$
-
$
-
Investments:
Texas Pacific Land Corporation
$
63,797
$
63,797
$
-
$
-
Kinetics Market Opportunities Fund
8,302
-
8,302
-
Kinetics Spin-Off and Corporate Restructuring Fund-Institutional Class
3,598
-
3,598
-
All other market traded equity securities
2,900
2,900
-
-
Kinetics Global Fund No Load Class
2,416
-
2,416
-
FRMO Corporation
1,916
-
1,916
-
Horizon Kinetics SPAC Active ETF
1,828
-
1,828
-
Grayscale Bitcoin Trust
2,370
2,370
-
-
CBOE Global Markets
1,921
1,921
-
-
Kinetics Mutual Funds and ETFs
2,419
-
2,419
-
Totals
$
91,467
$
70,988
$
20,479
$
-
Liabilities:
Market traded equity securities - sold short
$
(
32
)
$
(
32
)
$
-
$
-
Total Liabilities
$
(
32
)
$
(
32
)
$
-
$
-
Total
$
91,435
$
70,956
$
20,479
$
-
The following summarizes CIPs measured at fair value on a recurring basis were as follows as of
September 30, 2025 using the fair value hierarchy:
September 30, 2025
Total
Level 1
Level 2
Level 3
NAV as a practical expedient
Money market cash equivalents
$
22,742
$
22,742
$
-
$
-
$
-
Investments:
Common stocks
$
714,056
$
714,056
$
-
$
-
$
-
Debt securities
2,010
-
-
2,010
-
Digital asset related exchange-traded and mutual funds
596,322
596,322
-
-
-
Preferred stocks
5,347
5,347
-
-
-
Private equity funds
378
-
-
-
378
Private placements
338,427
252,078
8,325
78,022
2
Digital assets
235,686
235,686
-
-
-
Total investments
$
1,892,226
$
1,803,489
$
8,325
$
80,032
$
380
Liabilities:
Securities sold short
$
(
394
)
$
(
394
)
$
-
$
-
$
-
Total liabilities
$
(
394
)
$
(
394
)
$
-
$
-
$
-
Total investments, at fair value
$
1,891,832
$
1,803,095
$
8,325
$
80,032
$
380
The following summarizes CIPs measured at fair value on a recurring basis were as follows as of December 31, 2024 using the fair value hierarchy:
14
December 31, 2024
Total
Level 1
Level 2
Level 3
NAV as a practical expedient
Money market cash equivalents
$
28,466
$
28,466
$
-
$
-
$
-
Investments:
Common stocks
$
803,626
$
803,626
$
-
$
-
$
-
Debt securities
1,649
-
-
1,649
-
Digital asset related exchange-traded and mutual funds
541,346
533,435
7,911
-
-
Preferred stocks
3,785
3,785
-
-
-
Preferred equity and other private investments
22,471
-
-
22,471
-
Private equity funds
220
-
-
-
220
Private placements
179,754
-
-
179,752
2
Digital assets
194,565
194,565
-
-
-
Total investments
$
1,747,416
$
1,535,411
$
7,911
$
203,872
$
222
Liabilities:
Securities sold short
$
(
566
)
$
(
566
)
$
-
$
-
$
-
Total liabilities
$
(
566
)
$
(
566
)
$
-
$
-
$
-
Total investments, at fair value
$
1,746,850
$
1,534,845
$
7,911
$
203,872
$
222
Changes in Level 3 Assets were as follows:
For the Nine Months Ended September 30,
Debt securities
Preferred equity and other private investments
Private placements
Total Level 3 Assets
Balance at December 31, 2024
$
1,649
$
22,471
$
179,752
$
203,872
Change in unrealized appreciation (depreciation), net
361
-
19,511
19,872
Deconsolidation
-
(
22,471
)
-
(
22,471
)
Purchases
-
-
44,192
44,192
Sales
-
-
-
-
Change in Level Classification*
-
-
(
165,433
)
(
165,433
)
Balance at September 30, 2025
$
2,010
$
-
$
78,022
$
80,032
Change in unrealized gains included in net income relating to assets held at end of period
$
361
$
-
$
19,511
$
19,872
*Miami International Holdings, Inc., previously a private company held as a Level 3 private placement, went public in August 2025.
Valuation techniques and significant unobservable inputs used in Level 3 fair value measurements were as follows:
as of September 30, 2025
Fair Value
Valuation Technique
Significant Unobservable Inputs
Debt securities
$
2,010
Market Approach
Probability of Recovery (
21
%)
Private placements
$
78,022
36,202
Subject Company Transaction Method
Subject company transaction price per unit
18,170
Market Approach - Most recent transaction price
Unit price/cost of latest round of financing
23,650
Market Approach - Most recent transaction price
Unit price/cost of latest round of financing
15
as of December 31, 2024
Fair Value
Valuation Technique
Significant Unobservable Inputs
Debt securities
$
1,649
Market Approach
Preferred equity and other private investments
$
22,471
15,236
Market Approach
7,078
Market Approach
Offered quotes
157
Income Approach
Capitalization rate range (
7.3
% -
7.5
%)
Private placements
$
179,752
145,553
Discounted Cash Flow Method and Market Approach
Projected Future Cash Flows
Revenue Multiples (range
4.0
x -
6.8
x)
Cost of Capital
13.5
%
25,517
Discounted Cash Flow Method, Market Approach and Subject Company Transaction Method
Consolidated Investment Products (“CIPs”) consist primarily of private proprietary investment funds which are sponsored by the Company. The Company has no right to the CIPs assets, other than its direct equity investments in them and investment management and other fees earned from them. The liabilities of the CIPs have no recourse to the Company’s assets beyond the level of its direct investment; therefore the Company bears no other risks associated with the CIPs liabilities.
16
The following supplemental condensed financial information illustrates the consolidating effects of the CIPs on the Company’s financial condition and results of operations as of September 30, 2025 and December 31, 2024, respectively, and for the nine months ended September 30, 2025 and 2024, respectively:
September 30, 2025
Consolidated Company Entities
Consolidated Investment Products
Eliminations
Consolidated
Assets
Cash and cash equivalents
$
37,723
$
-
$
-
$
37,723
Fees receivable
8,345
-
(
1,529
)
6,816
Investments, at fair value
83,060
-
-
83,060
Assets of consolidated investment products
Cash and cash equivalents
-
24,334
-
24,334
Investments, at fair value
-
1,891,832
-
1,891,832
Other assets
-
23,941
-
23,941
Other investments
247,484
-
(
225,708
)
21,776
Digital assets
16,198
-
-
16,198
Intangible assets, net
41,292
-
-
41,292
Goodwill
23,373
-
-
23,373
Other assets
12,370
-
-
12,370
Total assets
$
469,845
$
1,940,107
$
(
227,237
)
$
2,182,715
Liabilities, Noncontrolling Interests, and Shareholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other
$
16,420
$
-
$
-
$
16,420
Accrued third party distribution expenses
417
-
-
417
Deferred revenue
60
-
-
60
Liabilities of consolidated investment products
Accounts payable and accrued expenses
-
3,864
-
3,864
Due to affiliates
-
1,575
(
1,575
)
-
Other liabilities
-
426
-
426
Deferred tax liability, net
80,933
-
-
80,933
Due to affiliates
7,750
-
-
7,750
Operating lease liability
8,868
-
-
8,868
Total liabilities
114,448
5,865
(
1,575
)
118,738
Commitments and contingencies
Redeemable noncontrolling interests
-
1,750,408
(
41,828
)
1,708,580
Equity interests
355,397
183,834
(
183,834
)
355,397
Total liabilities, noncontrolling interests, and shareholders’ equity
$
469,845
$
1,940,107
$
(
227,237
)
$
2,182,715
17
Nine Months Ended September 30, 2025
Consolidated Company Entities
Consolidated Investment Products
Eliminations
Consolidated
Revenue:
Management and advisory fees
$
61,240
$
-
$
(
5,775
)
$
55,465
Other income and fees
345
-
345
Total revenue
61,585
-
(
5,775
)
55,810
Operating expenses:
Compensation, related employee benefits, and cost of goods sold
24,718
-
-
24,718
Sales, distribution and marketing
12,048
-
-
12,048
Depreciation and amortization
917
-
-
917
General and administrative expenses
7,792
-
(
64
)
7,728
Expenses of consolidated investment products
-
2,014
64
2,078
Total operating expenses
45,475
2,014
-
47,489
Operating income (loss)
16,110
(
2,014
)
(
5,775
)
8,321
Other income (expense):
Equity in earnings of proprietary funds, net
3,589
-
(
7,132
)
(
3,543
)
Interest and dividends
1,475
-
-
1,475
Other income (expense)
(
530
)
-
-
(
530
)
Investment and other income (losses) of consolidated investment products, net
-
184,133
-
184,133
Interest and dividend income of consolidated investment products
-
6,418
-
6,418
Management fees of consolidated investment products
-
(
5,498
)
5,498
-
Unrealized (loss) gain on digital assets, net
2,908
-
-
2,908
Realized gain on investments, net
2,229
-
-
2,229
Unrealized gain (loss) on investments net
(
8,734
)
-
-
(
8,734
)
Total other income (expense), net
937
185,053
(
1,634
)
184,356
Income (loss) from continuing operations before provision for income taxes
17,047
183,039
(
7,409
)
192,677
Income tax (expense) benefit
3,840
-
-
3,840
Net income (loss) from continuing operations, net of tax
20,887
183,039
(
7,409
)
196,517
Net Income (loss) from discontinued operations, net of tax
(
1,300
)
-
-
(
1,300
)
Net income (loss)
$
19,587
$
183,039
$
(
7,409
)
$
195,217
Less: net income (loss) attributable to redeemable noncontrolling interests
-
(
149,487
)
(
26,143
)
(
175,630
)
Net income (loss) attributable to Horizon Kinetics Holding Corporation
$
19,587
$
33,552
$
(
33,552
)
$
19,587
18
December 31, 2024
Consolidated Company Entities
Consolidated Investment Products
Eliminations
Consolidated
Assets
Cash and cash equivalents
$
14,446
$
-
$
-
$
14,446
Fees receivable
58,721
-
(
50,377
)
8,344
Investments, at fair value
91,435
-
-
91,435
Assets of consolidated investment products
Cash and cash equivalents
-
44,306
-
44,306
Investments, at fair value
-
1,746,850
-
1,746,850
Other assets
-
19,247
-
19,247
Other investments
228,870
-
(
215,427
)
13,443
Digital assets
13,240
-
-
13,240
Intangible assets, net
42,169
-
-
42,169
Goodwill
23,373
-
-
23,373
Assets of discontinued operations
4,364
-
-
4,364
Other assets
6,967
-
(
8
)
6,959
Total assets
$
483,585
$
1,810,403
$
(
265,812
)
$
2,028,176
Liabilities, Noncontrolling Interests, and Shareholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other
$
21,547
$
-
$
-
$
21,547
Accrued third party distribution expenses
6,522
-
-
6,522
Deferred revenue
222
-
-
222
Liabilities of consolidated investment products
Accounts payable and accrued expenses
-
1,494
(
8
)
1,486
Due to affiliates
-
50,375
(
50,375
)
-
Other liabilities
-
2,793
-
2,793
Deferred tax liability, net
95,683
-
-
95,683
Due to affiliates
11,597
-
-
11,597
Liabilities of discontinued operations
464
-
-
464
Operating lease liability
7,379
-
-
7,379
Total liabilities
143,414
54,662
(
50,383
)
147,693
Commitments and contingencies
Redeemable noncontrolling interests
-
1,574,414
(
34,102
)
1,540,312
Equity interests
340,171
181,327
(
181,327
)
340,171
Total liabilities, noncontrolling interests, and shareholders’ equity
$
483,585
$
1,810,403
$
(
265,812
)
$
2,028,176
19
Nine Months Ended September 30, 2024
Consolidated Company Entities
Consolidated Investment Products
Eliminations
Consolidated
Revenue:
Management and advisory fees
$
41,735
$
-
$
(
4,458
)
$
37,277
Other income and fees
288
-
-
288
Total revenue
42,023
-
(
4,458
)
37,565
Operating expenses:
Compensation, related employee benefits, and cost of goods sold
19,903
-
-
19,903
Sales, distribution and marketing
7,881
-
-
7,881
Depreciation and amortization
1,374
-
-
1,374
General and administrative expenses
7,464
-
(
67
)
7,397
Expenses of consolidated investment products
-
1,584
67
1,651
Total operating expenses
36,622
1,584
-
38,206
Operating income (loss)
5,401
(
1,584
)
(
4,458
)
(
641
)
Other income (expense):
Equity in earnings of proprietary funds, net
55,752
-
(
52,069
)
3,683
Interest and dividends
1,261
-
-
1,261
Other income (expense)
(
2,857
)
-
-
(
2,857
)
Investment and other income (losses) of consolidated investment products, net
-
442,469
-
442,469
Interest and dividend income of consolidated investment products
-
17,494
-
17,494
Management fees of consolidated investment products
-
-
-
-
Unrealized gain (loss) on digital assets, net
2,792
-
-
2,792
Realized gain on investments, net
342
-
-
342
Unrealized gain (loss) on investments net
24,942
-
-
24,942
Total other income (expense), net
82,232
459,963
(
52,069
)
490,126
Income (loss) from continuing operations before provision for income taxes
87,633
458,379
(
56,527
)
489,485
Income tax (expense) benefit
(
70,774
)
-
-
(
70,774
)
Net income (loss) from continuing operations, net of tax
16,859
458,379
(
56,527
)
418,711
Net Income (loss) from discontinued operations, net of tax
(
147
)
-
-
(
147
)
Net income (loss)
$
16,712
$
458,379
$
(
56,527
)
$
418,564
Less: net income (loss) attributable to redeemable noncontrolling interests
-
(
401,852
)
-
(
401,852
)
Net income (loss) attributable to Horizon Kinetics Holding Corporation
$
16,712
$
56,527
$
(
56,527
)
$
16,712
Note 6. Related Party Transactions
As of
September 30, 2025 and December 31, 2024, amounts due to or due from the Company to related party affiliates is summarized as follows:
September 30, 2025
December 31, 2024
Receivable
Payable
Receivable
Payable
Horizon Common Inc.
$
-
$
6,902
$
-
$
6,948
Proprietary funds
16
-
27
-
FRMO Corporation
12
848
-
4,649
Other affiliated entities
-
-
-
-
$
28
$
7,750
$
27
$
11,597
20
For the
three and nine months ended September 30, 2025 and 2024, amounts recognized from related party affiliates is summarized as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Revenues
Expenses
Revenues
Expenses
Revenues
Expenses
Revenues
Expenses
Proprietary funds
$
13,720
$
-
$
10,194
$
-
$
43,258
$
-
$
26,997
$
-
FRMO Corporation
2
849
2
642
8
2,671
9
1,802
Consensus Mining & Seigniorage Corp
3
-
3
-
9
-
9
-
HM Tech
-
1
-
3
-
6
-
10
$
13,725
$
850
$
10,199
$
645
$
43,275
$
2,677
$
27,015
$
1,812
Certain co-founders of the Company are also shareholders of FRMO Corporation (“FRMO”). FRMO has a right to a
4.2
% share of the Company’s gross revenue (prior to any commission sharing agreements) and a
4.4
% ownership interest. The Company’s expenses under this agreement are included with Sales, distribution and marketing expenses in the condensed consolidated statement of operations.
The Company has waived, or provides discounted management and advisory fees, for assets under management in proprietary funds or separately managed accounts for FRMO, Horizon Common Inc., Kinetics Holding Corporation and employees of the Company.
The Company owns an equity interest and has advanced funds in exchange for notes receivable to HM Tech, a service provider for digital asset mining operations. The Company has also agreed to guarantee a $
0.3
million Promissory Note receivable from HM Tech LLC issued to Consensus Mining & Seigniorage Corporation in the event of default.
Note 7. Earnings per Share
Per share data is determined by using the weighted average number of common shares outstanding. Common equivalent shares are considered only for diluted earnings per share, unless considered anti-dilutive. Common equivalent shares, determined using the treasury stock method, result from stock options with exercise prices that are below the average market price of the common stock.
Basic earnings per share include no dilution and are computed by dividing income available to common shareholders by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflect the potential of securities that could share in our earnings.
Common stock equivalents that have been excluded from the calculation of earnings per share because they would have been anti-dilutive are de minimis for the nine months ended September 30, 2025 and 2024
, respectively, and have no impact on diluted earnings per share.
Note 8. Segment Information
We previously operated in
two
operating segments: asset management and consumer products. We chose to organize our business around these segments based on 1) differences in the products and services sold, 2) the availability of discrete financial information, and 3) the reports that are regularly reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources. Accounting policies for our segments are the same as those described in Note 2. We evaluated segment performance based on several factors, including income or loss before the provision for income taxes.
In the third quarter of 2025, in conjunction with the divestiture of our consumer products, the Company determined that it has one reportable segment. The divestiture of consumer products is described in Note 3.
21
The following provides information on our segment
for the three and nine months ended September 30:
Three Months Ended September 30, 2025
Three Months Ended September 30, 2024
Asset Management
Reconciling Amounts
Total
Asset Management
Reconciling Amounts
Total
Revenue
$
19,690
$
(
1,797
)
$
17,893
$
14,956
$
(
1,897
)
$
13,059
Significant segment expense
7,685
-
7,685
7,220
-
7,220
Depreciation and amortization
199
-
199
455
-
455
All other segment expenses
6,314
(
20
)
6,294
5,745
561
6,306
Operating income (loss)
5,492
(
2,543
)
2,949
1,536
(
2,458
)
(
922
)
Identifiable assets
469,845
1,712,870
2,182,715
360,660
1,259,477
1,620,137
Nine Months Ended September 30, 2025
Nine Months Ended September 30, 2024
Asset Management
Reconciling Amounts
Total
Asset Management
Reconciling Amounts
Total
Revenue
$
61,585
$
(
5,775
)
$
55,810
$
42,023
$
(
4,458
)
$
37,565
Significant segment expense
24,718
-
24,718
19,903
-
19,903
Depreciation and amortization
917
-
917
1,374
-
1,374
All other segment expenses
19,840
(
64
)
19,776
15,345
1,584
16,929
Operating income (loss)
16,110
(
7,789
)
8,321
5,401
(
6,042
)
(
641
)
Identifiable assets
469,845
1,712,870
2,182,715
360,660
1,259,477
1,620,137
As of September 30, 2025 and December 31, 2024
, all of the Company’s assets were located in the United States of America.
Note 9. Income Taxes
The Company’s income tax provision includes corporate income taxes and other entity level income taxes, as well as income taxes incurred by certain affiliated funds that are consolidated in these financial statements. Income tax (expense) benefit for the three months ended September 30, 2025 and 2024 was
$
10,370
and
$(
69,296
)
, respectively. Income tax (expense) benefit for the nine months ended September 30, 2025 and 2024 was
$
3,840
and
$(
70,774
)
, respectively.
The Company’s effective income tax rate is dependent on many factors, including the estimated nature and amounts of income and expenses allocated to the non-controlling interests without being subject to federal, state and local income taxes at the corporate level, and other state apportionment factors. Additionally, the Company’s effective tax rate is influenced by the amount of income tax provision recorded for any affiliated funds and co-investment vehicles that are consolidated in the Company’s unaudited condensed consolidated financial statements. For the three and nine months ended September 30, 2025 and 2024, the Company recorded its interim income tax provision utilizing the estimated annual effective tax rate and estimated amounts related to the value of deferred taxes, which can be impacted by state apportionment factors.
The income tax effects of temporary differences give rise to significant portions of deferred tax assets and liabilities, which are presented on a net basis. As of September 30, 2025 and December 31, 2024, the Company recorded a net deferred tax liability of
$
80.9
million and
$
95.7
million, respectively, within the Condensed Consolidated Statements of Financial Condition.
The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by U.S. federal, state, and local tax authorities. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s unaudited condensed consolidated financial statements.
Note 10. Lease Liabilities
The Company leases office space in primarily five locations, principally the company’s corporate headquarters. The Company’s operating leases have remaining lease terms of
one
to
eleven years
.
22
The Company’s expected future minimum annual lease payments are as follows:
2025 (remainder)
$
718
2026
3,124
2027
1,393
2028
850
2029
867
Thereafter
3,408
Total minimum lease payments
$
10,360
Less: imputed interest
(
1,492
)
Total operating lease liability
$
8,868
As part of the merger in 2024, the Company acquired an operating lease with annual cash outflows of approximately $
0.4
million through
2030
and a sublease agreement with annual expected cash inflows of approximately $
0.3
million though
2027
. During 2025, the Company entered into two non-cancelable operating leases that have not yet commenced for replacement and additional office space for
seven
to
15 years
. The table above excludes $
27.3
million of legally binding lease payments for these leases signed but not yet commenced.
Note 11. Commitments and Contingencies
Mutual and proprietary fund expense reimbursement
The Company has voluntarily agreed to certain expense reimbursement agreements in place with Kinetics Mutual Funds Inc. (“Kinetics Funds”) that are renewed annually by the Investment Adviser at its discretion. Each of the Kinetics Funds has an agreed upon expense percentage cap (“Cap”) with the Company. When the overall expenses of the Kinetics Funds for the month reach an agreed upon level, any expenses incurred above the Cap are reimbursed by the Company to the Kinetics Funds. In accordance with the private placement memoranda of certain hedge funds the Company manages (the “Funds”), the Investment Adviser has agreed to reimburse any expenses incurred above a predetermined Cap to the Funds. For the three months ended September 30, 2025 and 2024, the Company reimbursed to the Kinetics Funds
$
351
and
$
488
, respectively. For the nine months ended September 30, 2025 and 2024, the Company reimbursed to the Kinetics Funds
$
1,127
and
$
1,181
, respectively. These reimbursements are included on the condensed consolidated statement of operations as a reduction of revenue.
Contingencies
The Company and the companies in which it holds ownership interests may be involved in various claims and legal actions in the ordinary course of business. Currently there are no material pending claims or legal actions against the Company or the companies in which it holds ownership interests. The Company records the costs associated with legal fees as such services are rendered.
Note 12. Subsequent events
On
November 11, 2025
, the Company's Board of Directors declared a cash dividend of $
0.106
per share, payable on
December 17, 2025
to shareholders of record as of the close of business on
November 25, 2025
.
23
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERA
TIONS
The following discussion and analysis should be read in conjunction with the historical consolidated financial statements of HKHC and the related notes included elsewhere in this current report. The historical consolidated financial data discussed below reflect its historical results of operations and financial position. The following discussion and analysis contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the section entitled “Risk Factors” contained elsewhere in this current report describing key risks associated with the business, operations and industry of HKHC. Amounts and percentages presented throughout this section may reflect rounding adjustments and consequently totals may not appear to sum. The items discussed below have had significant effects on many items within HKHC’s consolidated financial statements and affect the comparison of the current period’s activity with those of prior periods.
Overview
HKHC is a research driven, fundamentals-oriented asset manager serving institutions, individuals and financial professionals. It provides investment management services through its wholly-owned subsidiary and registered investment adviser, Horizon Kinetics Asset Management LLC. Through this subsidiary, it manages a number of strategies, most of which are focused on publicly-traded equity securities, but also private investments and digital assets. To accommodate different investing preferences, HKHC’s offerings can be accessed in a variety of ways, including through mutual funds, ETFs, a closed end fund, separately managed accounts that can be customized to the unique investment objectives and risk tolerances of individual clients, and, for qualified investors, via private proprietary partnerships typically known as alternative investments. HKHC raises capital for and manages these strategies, and it earns a management fee that varies among products. In certain instances, the fee it earns is tied to the performance of the account. HKHC also produces a number of research reports and compendia that are sold mainly to institutions, as it believes that the discipline required to produce written research encourages thorough qualitative and quantitative analysis. As of September 30, 2025, the Company had regulatory assets under management ("AUM") of $10.4 billion.
HKHC also manages a portfolio of investment securities for its own benefit, which has historically impacted and is expected to impact future results of operations, often significantly so. As of September 30, 2025, we held investment securities (at fair value) of $83.1 million, which represented 3.8% of total assets. In addition, we have invested alongside our clients and devoted capital to a variety of the proprietary alternative investment funds managed by the Company. As of September 30, 2025, HKHC’s investments in these proprietary funds are approximately $248 million.
In addition to investment management and research activities, HKHC operates two wholly-owned, limited purpose broker-dealers, KBD Securities LLC and Kinetics Funds Distributor LLC, both of which are only used for the marketing and promotion of its investment products. We pay a portion of the fee it earns to these and other third-party firms who assist it in marketing.
Along with investing on behalf of clients, HKHC also uses its own capital to invest along with its clients in many of its proprietary products and makes direct investments in public and private instruments including digital assets. Certain employees do, from time to time, serve as management or as a member of the board of directors of the companies in which we invest.
Primary Sources of Revenue
Management or advisory fees are our primary source of revenue, most of which are based on a specified percentage of clients’ average assets under management. A majority of our expenses, including most of our compensation expense, vary directly with changes in revenue.
The management fees for separately managed accounts are generally calculated on the basis of a percentage of the value of each client’s assets (assets under management) and are charged using either an average daily balance or monthly or quarterly ending balance, and either in arrears or advance.
The Company also earns management fees in its mutual funds, ETFs, closed-end funds and proprietary partnerships as compensation for internal fund management and advisory services. The management fees for the proprietary funds vary by fund and investment strategy and are typically approximately between 0.25% and 2.00% of the net asset value of the funds’ underlying investments.
24
The Company is also entitled to receive incentive fees on proprietary partnerships if certain performance returns have been achieved as stipulated in the governing documents of the applicable fund. Incentive fees are generated when certain returns exceed a previously established high water mark. The incentive fees are calculated as a percentage of the gains experienced, typically 20%, based on the agreement with each partner in the respective fund. Incentive fees are not subject to claw back as a result of performance declines in subsequent periods to the most recent measurement date. Incentive fees, if earned, are recognized upon completion of the contractually determined measurement period, which are generally annually, or when a client redeems their interest. Incentive fees are subject to the uncertainty of market volatility, and as a result, the entire amount of the variable consideration related to incentive fees is constrained until the end of each measurement period when the uncertainty has been resolved. Management and incentive fees earned from consolidated investment products are eliminated from revenue upon consolidation, however the economic benefit to the HKHC shareholders’ is retained through lower amounts attributable to the redeemable noncontrolling interests. Unearned incentive fees resulting from the performance of the Company’s proprietary funds for the nine months ended September 30, 2025 were approximately $26.9 million. These unearned incentive fees are subject to change based on market prices and are generally expected to be resolved once it is probable that a significant reversal of revenue will not occur. Certain funds with aggregate unearned incentive fees of $18.2 million are not expected to be resolved until the first quarter of 2026, or later.
A small number of clients with certain separately managed accounts may pay incentive fees in addition to or in lieu of management fees, if their portfolio achieves positive investment returns, in certain cases, in excess of an agreed benchmark or hurdle rate. Typically, such fees are paid annually upon crystallization or when a client closes their investment and are not accrued prior to being earned. These unearned performance fees are subject to change based on market prices and generally expected to be resolved during the fourth quarter of 2025, once it is probable that a significant reversal of revenue will not occur.
Business Highlights in the third quarter of 2025
Total revenue
•
HKHC’s quarterly and year-to-date revenues were favorable comparisons to the prior year as a result of increasing AUM at our mutual funds, ETFs, separately managed accounts and proprietary funds due to their favorable performance.
•
The Company completed a disposal transaction of our consumer product group brands. While this disposal will reduce product revenues, the transaction proceeds are expected to provide the Company with royalties through 2035.
Assets under management
•
AUM for the three months ended September 30, 2025 decreased by approximately $0.1 billion, or 1%, to $10.4 billion, due primarily to market value changes of certain key holdings across the Company’s mutual funds, ETFs and separately managed accounts (SMAs). The market value of Texas Pacific Land Corporation (“TPL”), which is widely held across HKHC’s proprietary funds and SMAs, decreased 11.6% during the quarter and 15.6% year-to-date. Those decreases were partially offset by increases in Grayscale Bitcoin Trust (“GBTC”), which is also widely held across HKHC’s proprietary funds, of 5.8% during the quarter and 21.3% year-to-date.
•
The Company has launched investment products during 2025, including private funds as well as an actively managed ETF focused on companies domiciled in Japan, with locally driven revenues that are specifically operated by individuals who have significant ownership in the company (ticker: JAPN).
Investment performance
•
HKHC maintains a portfolio for investment purposes and has also invested substantial capital in its proprietary funds alongside client investors. For the three months ended September 30, 2025 there was a decrease of $7.0 million in the fair value of this portfolio primarily due to the decrease in the TPL securities held directly by HKHC. The change in the fair value of HKHC’s investments is reported in unrealized gain (loss) on investments, net in the accompanying Consolidated Statement of Operations. For the three months ended September 30, 2025, HKHC’s equity in earnings (losses) in proprietary funds was a $2.0 million loss. This equity loss is primarily the result of several proprietary funds holding primarily TPL assets (Polestar, Horizon Kinetics Hard Assets, Kinetics Institutional Partners and Kinetics Partners). This performance was partially offset by proprietary funds holding Bitcoin or related assets (Horizon Kinetics Equity Fund Opportunities and Horizon Kinetics Multi-Strategy funds).
•
The Company’s consolidated investment products experienced mixed performance during the third quarter of 2025. Specifically, the Horizon Kinetics Equity Opportunities Fund and South Lasalle Partnership were the largest contributors collectively representing approximately $178 million of net income for the three months ended September 30, 2025, which includes the impact of private funds holding the MIAX security that completed an initial public offering during the
25
period as well as a variety of GBTC and related investments. However, those gains were partially offset by the Polestar funds, which incurred net loss of approximately $40 million due to their concentration in TPL.
Results of Operations for the three months ended September 30, 2025
Revenues
Management and advisory fees
The Company’s total management and advisory fees increased approximately $4.7 million, or 36%, for the three months ended September 30, 2025 compared to the prior year. This increase is primarily the result of higher management fees resulting from our mutual funds and ETFs due to higher AUM during the quarter as both experienced net cash inflows.
Other income and fees
Other income and fees includes revenues resulting from the Company’s research services and digital asset mining activities.
Operating Expenses
Compensation, employee benefits, and cost of goods sold
The Company’s operating expenses include employee compensation for investment professionals and other management personnel. HKHC’s compensation costs for the three months ended September 30, 2025 increased by approximately $0.5 million, or 6%, compared to the prior year due to higher internal commissions and additional personnel joining the Company during 2025.
Sales, distribution and marketing expenses
For the three months ended September 30, 2025, sales, distribution and marketing expenses increased $0.8 million, or 27%, compared to the prior quarter, as the result of higher amounts of $0.2 million due to FRMO pursuant to its revenue sharing agreement with HKHC, higher platform fees, incentive fee commissions and other management fee commissions earned due to generally increasing AUM and management fees during the quarter, and fulfillment costs associated with sales of consumer products.
Depreciation, amortization and impairment
Depreciation and amortization decreased for the three months ended September 30, 2025 as compared to the prior year due certain intangible assets becoming fully amortized during the year.
General and administrative expenses
For the three months ended September 30, 2025, general and administrative expenses decreased by $0.2 million, or 8%, compared to the prior quarter. The Company experienced certain lower accounting, professional, and legal fees during the three months ended September 30, 2025 as a result of the prior year’s merger transaction.
Equity earnings (losses), net
Equity earnings (losses), net was a $2.0 million loss for the three months ended September 30, 2025, compared to $1.6 million of earnings in the prior year. The change was due primarily to decreases in the fair value of holdings at Horizon Kinetics Hard Assets, LLC as compared to the prior year.
Interest and dividend income
Interest and dividend income decreased by $0.4 million for the three months ended September 30, 2025 as compared to the prior year due to a special dividend received from TPL during the three months ended September 30, 2024.
Unrealized gain on digital assets, net
Unrealized gain on digital assets, net increased by $1.4 million for the three months ended September 30, 2025, compared to the prior year, primarily due to increases in the value of Bitcoin.
26
Unrealized gain (loss) on investments, net
For the three months ended September 30, 2025, unrealized gains (losses) on investments decreased by $18.4 million compared to the prior year. This decrease was due primarily to the unrealized losses on TPL stock during the three months ended September 30, 2025 resulting from its approximately 12% decrease in its fair value as compared to the 21% increase in the third quarter of 2024.
Income tax benefit (expense)
The Company recognizes deferred income taxes related to the tax basis differences for certain assets, principally unrealized gains in various investments, digital assets and indefinite lived intangible assets from the Company’s 2011 merger transaction. During periods prior to June 30, 2024, the Company was an LLC and was generally not subject to federal or state income taxes as its income and losses are included in the tax returns of its members. On July 1, 2024, the Company filed to convert from an LLC to a C-Corp for federal and state income taxes. As a result, the Company recognized a deferred income tax expense of $59.7 million related to the tax basis differences. Due to additional unrealized gains of investment securities and proprietary funds during the third quarter of 2024, the Company recorded an additional $8.9 million of deferred tax expense. During the third quarter of 2025, the Company adjusted our estimated income tax rate used to value deferred income taxes due to certain state apportionment factors, which resulted in the recording of a non-cash deferred income tax benefit during the period of $8.7 million.
The Company has paid $4.0 million and $11.1 million, respectively, in federal and various state and local income taxes during nine months ended September 30, 2025 and year ended December 31, 2024, respectively, subsequent to the conversion to a C-Corp.
Redeemable Non-Controlling Interests
Net income attributable to redeemable non-controlling interests in Consolidated Investment Products represents the income attributable to ownership interests that third parties hold in entities that are consolidated within our consolidated financial statements. During the third quarter of 2025 the amounts attributable to noncontrolling interests changed correspondingly to the performance of our proprietary funds.
Consolidated Investment Products
Consolidated Investment Products represented a significant portion of our AUM as of September 30, 2025. The activity of the consolidated investment products is reflected within the consolidated financial statement line items indicated by reference thereto. The impact of consolidation will typically decrease management fees and incentive fees, if any, reported under GAAP to the extent these amounts are eliminated upon consolidation. The assets and liabilities of our Consolidated Investment Products are held within separate legal entities and, as a result, the liabilities of our consolidated investment products are typically non-recourse to us. Generally, the consolidation of our consolidated investment products has a significant gross-up effect on our assets, liabilities and cash flows but has no net effect on the net income attributable to us or our stockholders’ equity.
The following table presents the results of operations of the consolidated investment products:
Three Months Ended September 30,
2025
2024
Expenses of consolidated investment products
$
(2,486
)
$
(2,626
)
Investment and other income (losses) of consolidated investment products, net
129,399
142,620
Interest and dividend income of consolidated investment products
1,627
8,888
Net income (loss) of consolidated investment products
128,540
148,882
Less: Incentive fees allocated to Horizon Kinetics Holding Corporation
(57
)
-
Less: Amount attributable to Horizon Kinetics Holding Corporation economic interests
1,017
(18,491
)
Net income attributable to redeemable non-controlling interests in consolidated funds
$
129,500
$
130,391
27
The results of operations of the consolidated investment products primarily represent activities from certain funds that we are deemed to control. When a fund is consolidated, we reflect the revenues and expenses of the entity on a gross basis, subject to eliminations from consolidation. Substantially all of our results of operations related to the consolidated investment products are attributable to ownership interests that third parties hold in those funds. The consolidated investment products may not necessarily be the same funds in each year presented due to changes in ownership, changes in limited partners’ rights, and the creation or termination of funds and entities. Accordingly, such amounts may not be comparable for the periods presented, and in any event have no material impact on net income attributable to Horizon Kinetics Holding Corporation.
Segment Analysis
For segment reporting purposes, revenues and expenses are presented before giving effect to the results of our consolidated investment products and the results attributable to non-controlling interests that we consolidate. As a result, segment revenues from management fees, incentive fees and investment income are different than those presented on a consolidated basis in accordance with generally accepted accounting principles. Revenues recognized from consolidated investment products are eliminated in consolidation and those attributable to the non-controlling interests of joint ventures have been excluded by us. Furthermore, expenses and the effects of other income (expense) are different than related amounts presented on a consolidated basis in accordance with GAAP due to the exclusion of the results of consolidated investment products and the non-controlling interests.
Results of Operations for the nine months ended September 30, 2025
Revenues
Management and advisory fees
HKHC’s total management and advisory fees increased approximately $18.2 million, or 49%, for the nine months ended September 30, 2025 compared to the prior year. This increase is primarily the result of higher management fees resulting from our mutual funds, ETFs and separately managed accounts due to higher AUM during the quarter as both experienced net cash inflows.
Other income and fees
Other income and fees for the nine months ended September 30, 2025 includes revenues resulting from the Company’s research services and digital asset mining activities.
Operating Expenses
Compensation, employee benefits, and cost of goods sold
The Company’s operating expenses include employee compensation for investment professionals and other management personnel. The Company’s compensation costs for the nine months ended September 30, 2025 increased by approximately $4.8 million, or 24%, compared to the prior year due to higher internal commissions as well as higher costs for certain non-commissioned employees and additional hiring that occurred during 2025.
Sales, distribution and marketing expenses
For the nine months ended September 30, 2025, sales, distribution and marketing expenses increased $4.2 million, or 53%, compared to the prior year, principally the result of higher commissions with respect to separately managed accounts, higher amounts of $0.9 million due to FRMO pursuant to its revenue sharing agreement with HKHC and higher mutual fund platform fees of $2.0 million during the period.
Depreciation, amortization and impairment
Depreciation and amortization decreased for the nine months ended September 30, 2025 as compared to the prior year due certain intangible assets becoming fully amortized during the year.
General and administrative expenses
For the nine months ended September 30, 2025, general and administrative expenses increased by $0.3 million, or 4%, compared to the prior year, as a result of certain legal and professional fees associated with the audit as well as the impact of certain
28
new franchise taxes. The Company also began incurring Director fee costs of $0.3 million for the nine month period that did not exist for a portion of the prior comparable period.
Equity earnings (losses), net
Equity earnings (losses), net decreased by $7.2 million for the nine months ended September 30, 2025 compared to the prior year. The change was due primarily to decreases in the fair value of holdings at Horizon Kinetics Hard Assets, LLC as compared to the prior year which declined in fair value.
Interest and dividend income
Interest and dividend income increased by $0.2 million for the nine months ended September 30, 2025 as a result of higher average cash and money market balances during the period. This increase was partially offset by a special dividend received from TPL during the nine months ended September 30, 2024.
Unrealized gain on digital assets, net
Unrealized gain on digital assets, net increased by $0.1 million for the nine months ended September 30, 2025, compared to the prior year, primarily due to
the relatively smaller increase in the fair value of Bitcoin.
Unrealized gain (loss) on investments, net
For the nine months ended September 30, 2025, unrealized gains (losses) on investments decreased by $33.7 million compared to the prior year. This increase was due primarily to the 15.6% unrealized loss on TPL stock during the nine months ended September 30, 2025 as compared to its unrealized gain of 69% during the nine months ended September 30, 2024.
Income tax benefit (expense)
The Company recognizes deferred income taxes related to the tax basis differences for certain assets, principally unrealized gains in various investments, digital assets and indefinite lived intangible assets from the Company’s 2011 merger transaction. During periods prior to June 30, 2024, the Company was an LLC and was generally not subject to federal or state income taxes as its income and losses are included in the tax returns of its members. On July 1, 2024, the Company filed to convert from an LLC to a C-Corp for federal and state income taxes. As a result, the Company recognized a deferred income tax expense of $59.7 million related to the tax basis differences. Due to additional unrealized gains of investment securities and proprietary funds during the third quarter of 2024, the Company recorded an additional $8.9 million of deferred tax expense. During the third quarter of 2025, the Company adjusted our estimated income tax rate used to value deferred income taxes due to certain state apportionment factors, which resulted in the recording of a non-cash deferred income tax benefit during the period of $8.7 million.
The Company has paid $4.0 million and $11.1 million, respectively, in federal and various state and local income taxes during nine months ended September 30, 2025 and year ended December 31, 2024, respectively, subsequent to the conversion to a C-Corp.
Redeemable Non-Controlling Interests
Net income attributable to redeemable non-controlling interests in Consolidated Investment Products represents the income attributable to ownership interests that third parties hold in entities that are consolidated within our consolidated financial statements. During the nine months ended September 30, 2025 the amounts attributable to noncontrolling interests changed correspondingly to the performance of our proprietary funds.
Consolidated Investment Products
Consolidated Investment Products represented a significant portion of our AUM as of September 30, 2025. The activity of the consolidated investment products is reflected within the consolidated financial statement line items indicated by reference thereto. The impact of consolidation also typically will decrease management fees and incentive fees reported under GAAP to the extent these amounts are eliminated upon consolidation. The assets and liabilities of our Consolidated Investment Products are held within separate legal entities and, as a result, the liabilities of our consolidated investment products are typically non-recourse to us. Generally, the consolidation of our consolidated investment products has a significant gross-up effect on our assets, liabilities and cash flows but has no net effect on the net income attributable to us or our stockholders’ equity.
29
The following table presents the results of operations of the consolidated investment products:
Nine Months Ended September 30,
2025
2024
Expenses of consolidated investment products
$
(7,511
)
$
(6,617
)
Investment and other income (losses) of consolidated investment products, net
184,133
442,469
Interest and dividend income of consolidated investment products
6,418
17,494
Net income (loss) of consolidated investment products
183,040
453,346
Less: Incentive fees allocated to Horizon Kinetics Holding Corporation
(277
)
-
Less: Amount attributable to Horizon Kinetics Holding Corporation economic interests
(7,133
)
(51,494
)
Net income attributable to redeemable non-controlling interests in consolidated funds
$
175,630
$
401,852
Regulated Subsidiaries
Many of our principal subsidiaries are subject to extensive regulation in the United States and elsewhere. Horizon Kinetics Asset Management LLC, a registered U.S. investment advisor, is regulated by the SEC. Kinetics Funds Distributors LLC and KBD Securities LLC, registered U.S. limited purpose broker dealers, are regulated by the Financial Industry Regulatory Authority. The Company may also be subject to regulation in other jurisdictions where it operates.
Liquidity and Capital Resources
At September 30, 2025, the Company had $37.7 million of cash and cash equivalents. We believe that our cash and cash equivalents at September 30, 2025 will be sufficient to fund operations for at least one year from the date of this report.
The Company also had $83.1 million of investments, at fair value. These investments include $54 million held in a single security, approximately 57,696 shares of TPL. During the nine months ended September 30, 2025 the fair value of HKHC’s TPL holdings increased due to the capital contribution on July 1 that included shares of TPL and due to the approximately year-to-date changes in the fair value of TPL common shares. The Company may be limited in its ability to sell this security due to our status as an affiliate of TPL.
In the normal course of business, we may engage in off-balance sheet arrangements, including transactions in derivatives, guarantees, commitments, indemnifications, and potential contingent repayment obligations. We do not have any off-financial position arrangements that would require us to fund losses or guarantee target returns to clients.
The Company’s Board of Directors has determined an expected quarterly dividend policy that is based on the Company’s quarterly performance. The Board of Director’s may consider other relevant factors that are relevant to the final determination of a quarterly dividend, if any. On November 11, 2025, the Company's Board of Directors declared a cash dividend of $0.106 per share, payable on December 17, 2025 to shareholders of record as of the close of business on November 25, 2025.
The following table and discussion summarize our Condensed Consolidated Statement of Cash Flows:
Nine Months Ended September 30,
2025
2024
Variance
Net cash used in operating activities
$
(40,274
)
$
(11,183
)
$
(29,091
)
Net cash provided by investing activities
22,143
2,582
19,561
Net cash provided by (used in) financing activities
21,436
(11,807
)
33,243
$
3,305
$
(20,408
)
$
23,713
Operating cash flows
Net cash used in operating activities increased by $29.1 million for the nine months ended September 30, 2025 compared to the prior year. The increase was primarily the result of earnings, net of and working capital changes during the period. Operating activities of the consolidated investment products include purchases and sales of investment securities.
30
Investing cash flows
Net cash provided by investment activities increased by $19.6 million for the nine months ended September 30, 2025 as compared to the prior year. The Company sold certain securities that were received as incentive fee payments related to the 2024 performance. The Company also contributed certain investment securities of $11.5 million to obtain additional equity interests in Horizon Kinetics Hard Assets, LLC (a non-cash investment activity). The Company also deconsolidated a consolidated investment product that resulted in a $5.0 million decrease in cash and cash equivalents.
Financing cash flows
The Company’s cash flows from financing activities included $3.0 million of dividend payments as compared to $4.1 million of distributions paid to members of Horizon Kinetics in the prior year period. The Company ceased payment of distributions subsequent to the closing of the merger in August 2024. During the nine months ended September 30, 2025 the Company had net inflows from contributions to the consolidated investment products, primarily from the launch of new products, as compared to net redemptions in the comparable prior period.
Contractual Cash Obligations and Other Commercial Commitments
The Company’s contractual cash obligations and other commercial commitments is limited to certain operating leases for office space as summarized below:
Payments Due by Period
Total
2025 (remainder)
2026 and 2027
2028 and 2029
Thereafter
(dollars in thousands)
Contractual Cash Obligations:
Operating leases
$
10,360
$
718
$
4,517
$
1,717
$
3,408
Total contractual obligations
$
10,360
$
718
$
4,517
$
1,717
$
3,408
31
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of September 30, 2025, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025 due to a material weakness in our internal control over financial reporting described below.
Notwithstanding the material weakness, which still existed as of September 30, 2025, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the condensed consolidated financial statements included in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with accounting principles generally accepted in the United States.
Material Weaknesses
A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s financial statements will not be prevented or detected on a timely basis. During 2024, management identified a material weakness with respect to a lack of IT general controls over certain third-party systems. This material weakness still existed as of September 30, 2025.
During 2025, the Company hired additional trained professionals to our finance department, who have technical accounting expertise perform additional account control procedures. The process of remediating these material weaknesses will continue until these staff and other internal control procedures operate for a period of time, our controls are tested, and the Company is able to conclude that such internal controls are operating effectively. The Company cannot provide assurance that these procedures will be successful in identifying material errors that may exist in the financial statements. The Company cannot make assurances that it will not identify additional material weaknesses in its internal control over financial reporting in the future.
During the third quarter of 2025, management completed the implementation of additional supervisory review procedures of account reconciliations and valuations of certain significant accounts, including certain intercompany and related party accounts and related elimination entries, and have addressed design elements related to the segregation of duties in certain areas of the financial reporting process, including the review of technical accounting implementations and conclusions over critical accounting estimates, the review of the consolidated financial statements, and the review and approval over disbursements and accounts payable. These procedures implemented also included the review of the consolidation in the financial statements of certain proprietary funds related to variable interest entity funds.
We have performed testing to evaluate the operating effectiveness of these remediation measures. Based on the results of our testing, we have concluded that the aforementioned material weaknesses related to the ineffective design or implementation of certain account reconciliations over significant accounts have been remediated as of September 30, 2025.
Changes in Internal Control over Financial Reporting
Other than the changes in connection with our implementation of the material weakness remediation plan discussed above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the third quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
32
P
ART II
ITEM 1A.
RISK FACTORS
In addition to the other information set forth in this Report, including the “
Cautionary Note on Forward-Looking Information
,” you should carefully consider the factors discussed in Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent quarterly reports on Form 10-Q.
All of the factors referenced above could materially affect our, or the combined company’s, business, financial condition, or future results.
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRLtags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
104
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* Furnished, not filed.
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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