10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2025

☐ 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 August 1, 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. You can typically identify forward-looking statements 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.

TABLE OF CONTENTS


		Page
PART I
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Qualitative and Quantitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II
Item 1A.	Risk Factors	33
Item 6.	Exhibits	33

PART I

ITEM 1. FINANCIAL STATEMENTS.

HORIZON KINETICS HOLDING CORPORATION

Condensed Consolidated Statements of Financial Condition

(in thousands)


	June 30,		December 31,
	2025		2024
	(Unaudited)
Assets
Cash and cash equivalents	$	38,854	$	14,446
Fees receivable, net		7,316		8,670
Investments, at fair value		89,963		91,435
Assets of consolidated investment products
Cash and cash equivalents		33,604		44,306
Investments, at fair value		1,749,698		1,746,850
Other assets		26,871		19,247
Other investments		23,775		13,443
Operating lease right-of-use assets		4,122		5,105
Property and equipment, net		112		99
Prepaid expenses and other assets		2,533		2,352
Due from affiliates		11		27
Digital assets		14,919		13,240
Intangible assets, net		43,715		44,531
Goodwill		23,525		24,425
Total assets	$	2,059,018	$	2,028,176

Liabilities, Noncontrolling Interests, and Shareholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other	$	14,902	$	22,011
Accrued third party distribution expenses		607		6,522
Deferred revenue		263		222
Liabilities of consolidated investment products
Accounts payable and accrued expenses		3,828		1,486
Other liabilities		6,600		2,793
Deferred tax liability, net		96,083		95,683
Due to affiliates		7,806		11,597
Operating lease liability		6,112		7,379
Total liabilities		136,201		147,693

Commitments and contingencies (Note 11)

Redeemable noncontrolling interests		1,573,332		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 June 30, 2025 and December 31, 2024, respectively		1,864		1,864
Additional paid-in capital		39,243		39,243
Retained earnings		308,378		299,064
Total shareholders’ equity		349,485		340,171
Total liabilities, noncontrolling interests, and shareholders’ equity	$	2,059,018	$	2,028,176

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements

HORIZON KINETICS HOLDING CORPORATION

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
				As Restated						As Restated
Revenue:
Management and advisory fees	$	18,798		$	11,323		$	37,703		$	23,315
Other income and fees		963			119			1,857			257
Total revenue		19,761			11,442			39,560			23,572

Operating expenses:
Compensation, related employee benefits, and cost of goods sold		8,384			6,338			17,951			12,684
Sales, distribution and marketing		4,441			2,719			8,897			4,909
Depreciation and amortization		342			459			841			919
General and administrative expenses		2,971			2,090			5,850			4,734
Impairment of goodwill		900			-			900			-
Expenses of consolidated investment products		217			501			1,312			1,065
Total operating expenses		17,255			12,107			35,751			24,311

Operating income (loss)		2,506			(665	)		3,809			(739	)

Other income (expense):
Equity earnings (losses), net		(4,561	)		1,711			(1,510	)		2,231
Interest and dividends		454			181			945			370
Other income (expense)		(190	)		(46	)		(241	)		(173	)
Investment and other income (losses) of consolidated investment products, net		(15,533	)		27,949			54,734			299,849
Interest and dividend income of consolidated investment products		1,887			4,780			4,792			8,606
Unrealized gain (loss) on digital assets, net		3,428			(1,296	)		1,649			2,887
Realized gain (loss) on investments, net		(2	)		127			2,197			319
Unrealized gain (loss) on investments net		(15,422	)		8,942			(1,689	)		13,622
Total other income, net		(29,939	)		42,348			60,877			327,711

Income before provision for income taxes		(27,433	)		41,683			64,686			326,972

Income tax (expense) benefit		4,083			(234	)		(6,201	)		(1,478	)

Net income	$	(23,350	)	$	41,449		$	58,485		$	325,494
Less: net income attributable to redeemable noncontrolling interests		12,861			(27,411	)		(46,133	)		(270,615	)

Net (loss) income attributable to Horizon Kinetics Holding Corporation	$	(10,489	)	$	14,038		$	12,352		$	54,879

Basic and diluted net (loss) income per common share:
Net income (loss)	$	(0.56	)	$	0.78		$	0.66		$	3.05

Weighted average shares outstanding:
Basic and diluted		18,635			17,984			18,635			17,984

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements

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		-		-		-		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 loss		-		-		-		(10,489	)		(10,489	)
Balance at June 30, 2025		18,635	$	1,864	$	39,243	$	308,378		$	349,485


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		-		-		-		40,841			40,841
Balance at March 31, 2024		17,984	$	1,798	$	-	$	250,800		$	252,598
Distributions		-		-		-		(2,379	)		(2,379	)
Net income		-		-		-		14,038			14,038
Balance at June 30, 2024		17,984	$	1,798		-	$	262,459		$	264,257

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements

HORIZON KINETICS HOLDING CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Six Months Ended June 30,
	2025			2024
				As Restated
Operating activities:
Net cash used in operating activities	$	(22,326	)	$	(15,376	)

Investing activities:
Proceeds from sale of investments		32,313			276
Deconsolidation of a consolidated investment product		(4,959	)		-
Purchases of investments		(3,475	)		(394	)
Receipts from notes from related party		80			-
Issuance of notes to related party		(160	)		-
Net cash provided by (used in) investing activities		23,799			(118	)

Financing activities:
Dividends		(3,038	)		-
Distributions		-			(4,079	)
Contributions from redeemable noncontrolling interests in consolidated investment products		36,568			10,074
Redemptions of redeemable noncontrolling interests in consolidated investment products		(21,297	)		(18,209	)
Net cash provided by (used in) financing activities		12,233			(12,214	)

Net increase (decrease) in cash and cash equivalents		13,706			(27,708	)

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	$	72,458		$	41,886

Supplemental disclosure of non-cash investing activities:
Contributions of investment securities for interest in Other investments	$	11,481		$	-

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements

HORIZON KINETICS HOLDING CORPORATION

Notes 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 accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America 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. Restatement of Prior Period Financial Statements and Information

The Company has determined certain proprietary funds should be consolidated pursuant to ASC 810, Consolidation, as a result of our evaluation of these funds following the variable interest entity (“VIE”) model. With this restatement, the assets and liabilities of the consolidated funds are now presented on the Company’s consolidated balance sheet. Additionally, an amount that represents client interests in these consolidated funds is presented as the redeemable noncontrolling interests on the Company’s consolidated balance sheet. The investment income (losses) and other income (expenses) of the consolidated investment products are now presented within the Company’s statement of operations. Additionally, an amount that represents the net income attributable to redeemable noncontrolling interests as well as the net income (loss) attributable to Horizon Kinetics Holding Corporation is also presented on the Company’s statement of operations.

The following presents a reconciliation of the impacted financial statement line items as previously presented for the three and six months ended June 30, 2024. The previously presented amounts were reflected in the financial statements of Horizon Kinetics LLC and Subsidiaries (a private company), which were filed as Exhibit 99.1 within a Current Report on Form 8-K with the SEC on August 28, 2024. These amounts are labeled as “As previously presented” in the tables below. The amounts labeled “Restatement Adjustments” represent the effects of this restatement due to the consolidation of certain proprietary funds.


	Three Months Ended June 30, 2024
	As Previously Presented		Restatement Adjustments			As Restated
Consolidated Statements of Operations
Revenue:
Management and advisory fees	$	12,886	$	(1,563	)	$	11,323
Total revenue		13,005		(1,563	)		11,442

Operating expenses:
General and administrative expenses		2,030		60			2,090
Expenses of consolidated investment products		-		501			501
Total operating expenses		11,547		560			12,107

Operating income (loss)		1,458		(2,123	)		(665	)

Equity earnings, net		4,906		(3,195	)		1,711
Investment and other income (losses) of consolidated investment products, net		-		27,949			27,949
Interest and dividend income of consolidated investment products		-		4,780			4,780
Total other income (expense), net		12,814		29,534			42,348

Income (loss) before provision for income taxes		14,272		27,411			41,683

Net income		14,038		27,411			41,449
Less: net income attributable to redeemable noncontrolling interests		-		(27,411	)		(27,411	)

Net income (loss) attributable to Horizon Kinetics Holding Corporation	$	14,038	$	-		$	14,038


	Six Months Ended June 30, 2024
	As Previously Presented		Restatement Adjustments			As Restated
Consolidated Statements of Operations
Revenue:
Management and advisory fees	$	26,801	$	(3,486	)	$	23,315
Other income and fees		264		(7	)		257
Total revenue		27,065		(3,493	)		23,572

Operating expenses:
General and administrative expenses		4,690		44			4,734
Expenses of consolidated investment products		-		1,065			1,065
Total operating expenses		23,202		1,109			24,311

Operating income (loss)		3,863		(4,602	)		(739	)

Equity earnings (losses), net		35,476		(33,245	)		2,231
Investment and other income (losses) of consolidated investment products, net		-		299,849			299,849
Interest and dividend income of consolidated investment products		-		8,606			8,606
Unrealized (loss) gain on digital assets, net		2,707		180			2,887
Other income (expense)		-		(173	)		(173	)
Total other income (expense), net		52,494		275,217			327,711

Income before provision for income taxes		56,357		270,615			326,972

Net income		54,879		270,615			325,494
Less: net income attributable to redeemable noncontrolling interests		-		(270,615	)		(270,615	)

Net income (loss) attributable to Horizon Kinetics Holding Corporation	$	54,879	$	-		$	54,879

Note 3. Summary of Significant Accounting Policies

(a) Principles of consolidation

In addition to its wholly-owned subsidiaries, generally accepted accounting principles in the United States of America (“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.

(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.

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 June 30, 2025 and December 31, 2024, respectively:


	June 30, 2025						December 31, 2024
	Units Held		Cost Basis		Fair Value		Units Held		Cost Basis		Fair Value
Bitcoin		131	$	1,718	$	14,084		131	$	1,688	$	12,239
Litecoin		1,243		141		107		1,218		138		126
Ethereum		176		53		437		176		53		585
Bitcoin Cash		239		72		121		234		70		101
All others				37		170				39		189
			$	2,021	$	14,919			$	1,988	$	13,240


	Balance at December 31, 2024		Revenue recognized		Proceeds and in-kind transfers			Unrealized gain (loss)			Balance at June 30, 2025
Bitcoin
Units		131		-		-			-			131
Amount	$	12,239	$	30	$	-		$	1,815		$	14,084
Litecoin
Units		1,218		25		-			-			1,243
Amount	$	126	$	2	$	-		$	(21	)	$	107
Ethereum
Units		176		-		-			-			176
Amount	$	585	$	-	$	-		$	(148	)	$	437
Bitcoin Cash
Units		234		5		-			-			239
Amount	$	101	$	2	$	-		$	18		$	121
All others
Amount	$	189	$	20	$	(20	)	$	(19	)	$	170

The following tables present additional information about digital assets held in CIPs as of June 30, 2025 and December 31, 2024, respectively:


	June 30, 2025						December 31, 2024
	Units Held		Cost Basis		Fair Value		Units Held		Cost Basis		Fair Value
Bitcoin		1,926	$	11,295	$	206,396		1,936	$	11,374	$	180,770
Bitcoin Cash		15,120		6,624		7,648		15,120		6,624		6,552
Ethereum		18,923		403		891		18,923		403		1,245
Litecoin		45,196		3,569		3,888		45,196		3,569		4,658
Ripple		516,187		240		1,155		516,187		240		1,073
All others				559		181				560		267
			$	22,690	$	220,159			$	22,770	$	194,565


	Balance at December 31, 2024		Proceeds and in-kind transfers			Unrealized gain (loss)			Balance at June 30, 2025
Bitcoin
Units		1,936		(10	)		-			1,926
Amount	$	180,770	$	(987	)	$	26,613		$	206,396
Bitcoin Cash
Units		15,120		-			-			15,120
Amount	$	6,552	$	-		$	1,096		$	7,648
Ethereum
Units		18,923		-			-			18,923
Amount	$	1,245	$	-		$	(354	)	$	891
Litecoin
Units		45,196		-			-			45,196
Amount	$	4,658	$	-		$	(770	)	$	3,888
Ripple
Units		516,187		-			-			516,187
Amount	$	1,073	$	-		$	82		$	1,155
All others
Amount	$	267	$	-		$	(86	)	$	181

(e) 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.

(f) 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 Accounting Standards Codification (“ASC”) Topic 946 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 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 June 30, 2025 and December 31, 2024, respectively:


	June 30, 2025		December 31, 2024
Horizon Kinetics Hard Asset, LLC	$	19,554	$	11,299
Consensus Mining & Seigniorage Corporation		803		737
Other miscellaneous investments		3,418		1,407
	$	23,775	$	13,443

(g) 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.

(h) 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 $0.3 of Incentive Fees for the three and six months ended June 30, 2025, respectively, and from proprietary funds that were eliminated as a result of the consolidation of the respective funds.

The following table disaggregates our management services revenue by type:


	Three months ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
			As Restated				As Restated
Mutual fund management fees	$	9,904	$	5,467	$	19,792	$	10,370
ETF management fees		2,743		1,544		5,208		2,940
Separately managed account management fees		5,585		4,182		11,330		9,775
Proprietary fund management fees & other		566		130		1,373		230
Total management and advisory fees	$	18,798	$	11,323	$	37,703	$	23,315

The following table presents balances of management fees receivable by type:


	June 30, 2025		December 31, 2024
Mutual fund management fees	$	3,141	$	3,233
ETF management fees		954		830
Separately managed account management fees		2,346		2,220
Proprietary fund management fees		227		1,866
Other		648		521
	$	7,316	$	8,670

(i) Other revenue

The Company generates revenue from sales of consumer products. Consumer product revenue contracts are identified when purchase orders are received and accepted from customers and represent a single performance obligation to sell our products to a customer, and are recorded net of expected customer allowances and promotional programs. Net revenues are recorded at the time that control of the products is transferred to customers.

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.

(j) 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.

(k) 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.

(l) 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 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 4. Investments, at Fair Value

As of June 30, 2025 the Company owned investments in marketable securities with a fair value of $90.0 million.

The following summarizes the Company’s investments accounted for at fair value at June 30, 2025 using the fair value hierarchy:


	June 30, 2025
	Total			Level 1			Level 2		Level 3
Money market cash equivalents	$	18,134		$	18,134		$	-	$	-

Investments:
Texas Pacific Land Corporation	$	60,949		$	60,949		$	-	$	-
Kinetics Market Opportunities Fund		8,794			-			8,794		-
Kinetics Mutual Funds and ETFs		2,555			-			2,555		-
Kinetics Spin-Off and Corporate Restructuring Fund-Institutional Class		3,623			-			3,623		-
Kinetics Global Fund No Load Class		2,597			-			2,597		-
All other market traded equity securities		2,881			2,881			-		-
CBOE Global Markets		2,295			2,295			-		-
FRMO Corporation		1,657			-			1,657		-
SPAC Active ETF		1,946			-			1,946		-
Grayscale Bitcoin Trust		2,717			2,717			-		-
Totals	$	90,014		$	68,842		$	21,172	$	-
Liabilities:
Market traded equity securities - sold short	$	(51	)	$	(51	)	$	-	$	-
Total Liabilities	$	(51	)	$	(51	)	$	-	$	-
Total	$	89,963		$	68,791		$	21,172	$	-

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 June 30, 2025 using the fair value hierarchy:


	June 30, 2025
	Total			Level 1			Level 2		Level 3		NAV as a practical expedient
Money market cash equivalents	$	25,352		$	25,352		$	-	$	-	$	-

Investments:
Common stocks	$	758,063		$	758,063		$	-	$	-	$	-
Debt securities		1,891			-			-		1,891		-
Digital asset related exchange-traded and mutual funds		564,459			562,114			2,345		-		-
Preferred stocks		4,242			4,242			-		-		-
Private equity funds		235			-			-		-		235
Private placements		201,139			-			1,862		199,275		2
Digital assets		220,159			220,159			-		-		-
Total investments	$	1,750,188		$	1,544,578		$	4,207	$	201,166	$	237

Liabilities:
Securities sold short	$	(490	)	$	(490	)	$	-	$	-	$	-
Total liabilities	$	(490	)	$	(490	)	$	-	$	-	$	-
Total investments, at fair value	$	1,749,698		$	1,544,088		$	4,207	$	201,166	$	237

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:


	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 six months ended June 30, 2025	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		242		-			(11,226	)		(10,984	)
Deconsolidation		-		(22,471	)		-			(22,471	)
Purchases		-		-			30,749			30,749
Sales		-		-			-			-
Balance at June 30, 2025	$	1,891	$	-		$	199,275		$	201,166

Change in unrealized gains included in net income relating to assets held at end of period	$	242	$	-		$	(11,226	)	$	(10,984	)

Valuation techniques and significant unobservable inputs used in Level 3 fair value measurements were as follows:


as of June 30, 2025	Fair Value		Valuation Technique	Significant Unobservable Inputs
Debt securities	$	1,891	Market Approach
Private placements	$	199,275
		128,594	Market Approach - Most recent transaction price	Latest projected unit price/cost
		30,637	Subject Company Transaction Method	Subject company transaction price per unit
		40,044	Market Approach - Most recent transaction price	Unit price/cost of latest round of financing


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 4.0x - 6.8x) Cost of Capital 13.5%
		25,517	Discounted Cash Flow Method, Market Approach and Subject Company Transaction Method	Projected Future Cash Flows Revenue Multiples (range 3.8x - 5.5X) EBITDA Multiples (range 12.5x - 14.5x) Discount Rate (13.5%)
		8,682	Market Approach - Most recent transaction price	Unit price/cost of latest round of financing

1 Based on the relative fair value of the investments

Note 5. Consolidated Investment Products

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.

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 June 30, 2025 and December 31, 2024, respectively, and for the six months ended June 30, 2025 and 2024, respectively:


	June 30, 2025
	Consolidated Company Entities		Consolidated Investment Products		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	38,854	$	-	$	-		$	38,854
Fees receivable		8,982		-		(1,666	)		7,316
Investments, at fair value		89,963		-		-			89,963
Assets of consolidated investment products
Cash and cash equivalents		-		33,604		-			33,604
Investments, at fair value		-		1,782,188		(32,490	)		1,749,698
Other assets		-		26,871		-			26,871
Other investments		248,520		-		(224,745	)		23,775
Digital assets		14,919		-		-			14,919
Intangible assets, net		43,715		-		-			43,715
Goodwill		23,525		-		-			23,525
Other assets		6,780		-		(2	)		6,778
Total assets	$	475,258	$	1,842,663	$	(258,903	)	$	2,059,018

Liabilities, Noncontrolling Interests, and Shareholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other	$	14,902	$	-	$	-		$	14,902
Accrued third party distribution expenses		607		-		-			607
Deferred revenue		263		-		-			263
Liabilities of consolidated investment products
Accounts payable and accrued expenses		-		3,830		(2	)		3,828
Due to affiliates		-		1,731		(1,731	)		-
Other liabilities		-		7,840		(1,240	)		6,600
Deferred tax liability, net		96,083		-		-			96,083
Due to affiliates		7,806		-		-			7,806
Operating lease liability		6,112		-		-			6,112
Total liabilities		125,773		13,401		(2,973	)		136,201
Commitments and contingencies

Redeemable noncontrolling interests		-		1,641,826		(68,494	)		1,573,332

Equity interests		349,485		187,436		(187,436	)		349,485
Total liabilities, noncontrolling interests, and shareholders’ equity	$	475,258	$	1,842,663	$	(258,903	)	$	2,059,018


	Six Months Ended June 30, 2025
	Consolidated Company Entities			Consolidated Investment Products			Eliminations			Consolidated
Revenue:
Management and advisory fees	$	41,679		$	-		$	(3,976	)	$	37,703
Other income and fees		1,857			-						1,857
Total revenue		43,536			-			(3,976	)		39,560

Operating expenses:
Compensation, related employee benefits, and cost of goods sold		17,951			-			-			17,951
Sales, distribution and marketing		8,897			-			-			8,897
Depreciation and amortization		841			-			-			841
General and administrative expenses		5,894			-			(44	)		5,850
Impairment of goodwill		900			-			-			900
Expenses of consolidated investment products		-			1,268			44			1,312
Total operating expenses		34,483			1,268			-			35,751

Operating income		9,053			(1,268	)		(3,976	)		3,809

Other income (expense):
Equity in earnings of proprietary funds, net		6,639			-			(8,149	)		(1,510	)
Interest and dividends		945			-			-			945
Other income (expense)		(241	)		-			-			(241	)
Investment and other income (losses) of consolidated investment products, net		-			54,734			-			54,734
Interest and dividend income of consolidated investment products		-			4,792			-			4,792
Management fees of consolidated investment products		-			3,758			(3,758	)		-
Unrealized (loss) gain on digital assets, net		1,649			-			-			1,649
Realized gain on investments, net		2,197			-			-			2,197
Unrealized gain (loss) on investments net		(1,689	)		-			-			(1,689	)
Total other income (expense), net		9,500			63,284			(11,907	)		60,877

Income (loss) before provision for income taxes		18,553			62,016			(15,883	)		64,686

Income tax (expense) benefit		(6,201	)		-			-			(6,201	)

Net income (loss)	$	12,352		$	62,016		$	(15,883	)	$	58,485
Less: net income attributable to redeemable noncontrolling interests		-			(47,514	)		1,381			(46,133	)

Net income (loss) attributable to Horizon Kinetics Holding Corporation	$	12,352		$	14,502		$	(14,502	)	$	12,352


	December 31, 2024
	Consolidated Company Entities		Consolidated Investment Products		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	14,446	$	-	$	-		$	14,446
Fees receivable		59,047		-		(50,377	)		8,670
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		44,531		-		-			44,531
Goodwill		24,425		-		-			24,425
Other assets		7,591		-		(8	)		7,583
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	$	22,011	$	-	$	-		$	22,011
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
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


	Six Months Ended June 30, 2024
	Consolidated Company Entities			Consolidated Investment Products			Eliminations			Consolidated
Revenue:
Management and advisory fees	$	26,801		$	-		$	(3,486	)	$	23,315
Other income and fees		257			-			-			257
Total revenue		27,058			-			(3,486	)		23,572

Operating expenses:
Compensation, related employee benefits, and cost of goods sold		12,684			-			-			12,684
Sales, distribution and marketing		4,909			-			-			4,909
Depreciation and amortization		919			-			-			919
General and administrative expenses		4,691			-			43			4,734
Expenses of consolidated investment products		-			1,022			43			1,065
Total operating expenses		23,203			1,022			86			24,311

Operating income (loss)		3,855			(1,022	)		(3,572	)		(739	)

Other income (expense):
Equity in earnings of proprietary funds, net		35,477			-			(33,246	)		2,231
Interest and dividends		370			-			-			370
Other income (expense)		(173	)		-			-			(173	)
Investment and other income (losses) of consolidated investment products, net		-			299,849			-			299,849
Interest and dividend income of consolidated investment products		-			8,606			-			8,606
Management fees of consolidated investment products		-			2,998			(2,998	)		-
Unrealized gain (loss) on digital assets, net		2,887			-			-			2,887
Realized gain on investments, net		319			-			-			319
Unrealized gain (loss) on investments net		13,622			-			-			13,622
Total other income (expense), net		52,502			311,453			(36,244	)		327,711

Income (loss) before provision for income taxes		56,357			310,431			(39,816	)		326,972

Income tax (expense) benefit		(1,478	)		-			-			(1,478	)

Net income (loss)	$	54,879		$	310,431		$	(39,816	)	$	325,494
Less: net income attributable to redeemable noncontrolling interests		-			(272,387	)		1,772			(270,615	)

Net income (loss) attributable to Horizon Kinetics Holding Corporation	$	54,879		$	38,044		$	(38,044	)	$	54,879

Note 6. Related Party Transactions

As of June 30, 2025 and December 31, 2024, amounts due to or due from the Company to related party affiliates is summarized as follows:


	June 30, 2025				December 31, 2024
	Receivable		Payable		Receivable		Payable
Horizon Common Inc.	$	-	$	6,906	$	-	$	6,948
Proprietary funds		1		-		27		-
FRMO Corporation		3		900		-		4,649
Other affiliated entities		7		-		-		-
	$	11	$	7,806	$	27	$	11,597

For the three and six months ended June 30, 2025 and 2024, amounts recognized from related party affiliates is summarized as follows:


	Three Months Ended June 30,								Six Months Ended June 30,
	2025				2024				2025				2024
	Revenues		Expenses		Revenues		Expenses		Revenues		Expenses		Revenues		Expenses
Proprietary funds	$	12,861	$	-	$	8,616	$	-	$	25,420	$	-	$	16,803	$	-
FRMO Corporation		2		898		2		617		6		1,820		4		1,160
Consensus Mining & Seigniorage Corp		3		-		3		-		6		-		6		-
HM Tech		-		2		-		4		-		5		-		7
	$	12,866	$	900	$	8,621	$	621	$	25,432	$	1,825	$	16,813	$	1,167

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 Shareholders’ and their direct families, 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 six months ended June 30, 2025 and 2024, respectively, and have no impact on diluted earnings per share.

Note 8. Segment Information

We operate in two operating segments: asset management and consumer products. We have chosen 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 3. We evaluate segment performance based on several factors, including income or loss before the provision for income taxes.

The following provides information on our segments for the three and six months ended June 30:


	Three Months Ended June 30, 2025										Three Months Ended June 30, 2024
	Asset Management		Consumer Products			Reconciling Amounts			Total		Asset Management		Consumer Products		Reconciling Amounts			Total
Revenue	$	20,624	$	872		$	(1,735	)	$	19,761	$	13,005	$	-	$	(1,563	)	$	11,442
Significant segment expense		7,924		460			-			8,384		6,338		-		-			6,338
Depreciation and amortization		280		62			-			342		459		-		-			459
Impairment of goodwill		-		900			-			900		-		-		-			-
All other segment expenses		6,830		592			207			7,629		4,750		-		560			5,310
Operating income (loss)		5,591		(1,142	)		(1,943	)		2,506		1,457		-		(2,122	)		(665	)

Identifiable assets		475,258		11,836			1,571,924			2,059,018		288,345		-		1,146,638			1,434,983


	Six Months Ended June 30, 2025										Six Months Ended June 30, 2024
	Asset Management		Consumer Products			Reconciling Amounts			Total		Asset Management		Consumer Products		Reconciling Amounts			Total
Revenue	$	41,679	$	1,674		$	(3,793	)	$	39,560	$	26,801	$	-	$	(3,229	)	$	23,572
Significant segment expense		17,032		919			-			17,951		12,684		-					12,684
Depreciation and amortization		718		123			-			841		919		-					919
Impairment of goodwill		-		900			-			900		-		-		-			-
All other segment expenses		13,485		1,305			1,269			16,059		9,599		-		1,109			10,708
Operating income (loss)		10,624		(1,573	)		(5,242	)		3,809		919		-		(1,658	)		(739	)

Identifiable assets		475,258		11,836			1,571,924			2,059,018		288,345		-		1,146,638			1,434,983

During the three months ended June 30, 2025, the Company identified a triggering event in the Consumer Products segment and, accordingly, performed an interim quantitative impairment test. A non-cash goodwill impairment charge of $0.9 million was recorded, which is included within the segment’s operating results for the period. The fair value was determined using an income approach based on estimated discounted future cash flows. After the impairment, the remaining goodwill balance in the Consumer Products reporting unit was $0.1 million.

As of June 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 June 30, 2025 and 2024 was $4,083 and $(234), respectively. Income tax (expense) benefit for the six months ended June 30, 2025 and 2024 was $6,201 and $1,478, 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. 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 six months ended June 30, 2025 and 2024, the Company recorded its interim income tax provision utilizing the estimated annual effective tax rate.

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 June 30, 2025 and December 31, 2024, the Company recorded a net deferred tax liability of $96.1 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 four locations, principally the company’s corporate headquarters. The Company’s operating leases have remaining lease terms of one to six years.

The Company’s expected future minimum annual lease payments are as follows:


2025 (remainder)	$	1,423
2026		2,831
2027		994
2028		441
2029		448
Thereafter		417
Total minimum lease payments	$	6,554
Less: imputed interest		(442	)

Total operating lease liability	$	6,112

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 the second quarter of 2025, the Company entered into two non-cancelable operating leases for replacement and additional office space for seven to 11 years. The table above excludes $7.0 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 Kinetics Fund 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 memorandums 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 June 30, 2025 and 2024, the Company reimbursed to the Kinetics Funds $462 and $345, respectively. For the six months ended June 30, 2025 and 2024, the Company reimbursed to the Kinetics Funds $776 and $689, 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 August 8, 2025, the Company's Board of Directors declared a cash dividend of $0.071 per share, payable on September 15, 2025 to shareholders of record as of the close of business on August 21, 2025.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 June 30, 2025, the Company had regulatory assets under management ("AUM") of $10.5 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 June 30, 2025, we held investment securities (at fair value) of $90.0 million, which represented 4.4% of total assets. In addition, we have devoted capital to a variety of the proprietary alternative investment funds managed by the Company. As of June 30, 2025, HKHC’s investments in these proprietary funds are approximately $249 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.

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 six months ended June 30, 2025 are approximately $9.8 million. These unearned incentive 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.

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.

As a result of our merger transaction in August 2024, the Company also earned revenues of $1.7 million from sales of consumer products during the six months ended June 30, 2025.

Business Highlights in the second 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.

Assets under management

•

AUM for the three months ended June 30, 2025 decreased by approximately $0.3 billion, or 3%, to $10.5 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 20.3% during the quarter and 4.5% 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 30% during the quarter and 15% year-to-date.

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 June 30, 2025 there was a decrease of $15.4 million in the fair value of this portfolio primarily due to the 5% 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 June 30, 2025, HKHC’s equity in earnings (losses) in proprietary funds was a $4.6 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 second quarter of 2025. Specifically, the Horizon Kinetics Equity Opportunities Fund, which includes a variety of investments related to GBTC or Bitcoin, was the largest contributor collectively representing approximately $107 million of net income for the three months ended June 30, 2025. However, those gains were partially offset by the Polestar funds, which incurred net loss of approximately $79 million due to their concentration in TPL, as well as a net decrease in the fair value of certain private placement investments (level 3 securities).

Results of Operations for the three months ended June 30, 2025

Revenues

Management and advisory fees

The Company’s total management and advisory fees increased approximately $7.5 million, or 66%, for the three months ended June 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 and positive investment performance.

Other income and fees

Other income and fees during the three months ended June 30, 2025 includes primarily revenue from product sales resulting from the acquisition of Scott’s Liquid Gold. The quarter included three months of revenue from these product sales as opposed to none in the second quarter of 2024, which accounted for all of the quarterly revenue increase. Other income and fees also 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 as well as cost of goods sold for consumer products acquired in the Merger with SLGD. HKHC’s compensation costs for the three months ended June 30, 2025 increased by approximately $2.0 million, or 32%, compared to the prior year, due to higher internal commissions, additional personnel, and $0.5 million of cost of products sold during the quarter.

Sales, distribution and marketing expenses

For the three months ended June 30, 2025, sales, distribution and marketing expenses increased $1.7 million, or 63%, compared to the prior quarter, as the result of higher amounts of $0.3 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 increased slightly for the three months ended June 30, 2025 as compared to the prior year due to additional amortization expense of intangible assets from the Merger with SLGD. The Company also recorded an impairment of $0.9 million related to the consumer products segment based on estimate of the fair value of the reporting unit as compared to our carrying value.

General and administrative expenses

For the three months ended June 30, 2025, general and administrative expenses increased by $0.9 million, or 42%, compared to the prior quarter. The Company continued to experience certain higher accounting, professional, and legal fees during the three months ended June 30, 2025 as a result of the Merger with SLGD. The Company also began incurring director fees of $0.1 million and included a full quarter of the consumer product segment’s general and administrative expenses subsequent to the Merger date of $0.3 million.

Equity income, net

Equity earnings (losses), net was a $4.6 million loss for the three months ended June 30, 2025 as compared to a $1.7 million income in the prior year. The decrease 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 increased by $0.3 million for the three months ended June 30, 2025 as compared to the prior year as a result of higher average cash and money market balances during the period.

Unrealized gain on digital assets, net

Unrealized gain on digital assets, net increased by $4.7 million for the three months ended June 30, 2025, compared to the prior year, primarily due to increases in the value of bitcoin.

Unrealized gain (loss) on investments, net

For the three months ended June 30, 2025, unrealized gains (losses) on investments decreased by $24.4 million compared to the prior year. This decrease was due primarily to the unrealized gain on TPL stock during the three months ended June 30, 2025 resulting from its approximately 5% decrease in its fair value as compared to the 27% increase in the second 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 the quarter ended 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 of these changes the Company recorded a tax benefit in the three month period ending June 30, 2025, primarily related to deferred income taxes.

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 second 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 June 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 June 30,
	2025			2024
Expenses of consolidated investment products	$	(2,027	)	$	(2,281	)
Investment and other income (losses) of consolidated investment products, net		(15,533	)		27,949
Interest and dividend income of consolidated investment products		1,887			4,780
Net income (loss) of consolidated investment products		(15,673	)		30,448

Less: Incentive fees allocated to Horizon Kinetics Holding Corporation		83			158
Less: Amount attributable to Horizon Kinetics Holding Corporation economic interests		2,729			(3,195	)
Net income attributable to redeemable non-controlling interests in consolidated funds	$	(12,861	)	$	27,411

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 six months ended June 30, 2025

Revenues

Management and advisory fees

HKHC’s total management and advisory fees increased approximately $14.4 million, or 62%, for the six months ended June 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 and positive investment performance.

Other income and fees

Other income and fees for the six months ended June 30, 2025 includes primarily revenue from product sales resulting from the acquisition of our consumer products group in August 2024. The period included six months of revenue from these product sales, which accounted for all of the revenue increase as the prior year did not include any amounts related to the consumer products group. Other income and fees also 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 as well as cost of goods sold for consumer products acquired in the Merger in August 2024. The Company’s compensation costs for the six months ended June 30, 2025 increased by approximately $5.3 million, or 42%, compared to the prior year due to $0.9 million of costs related to the consumer products group that did not exist during the prior year period, and 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 six months ended June 30, 2025, sales, distribution and marketing expenses increased $4.0 million, or 81%, compared to the prior year, principally the result of lower external commissions with respect to separately managed accounts. The Company also experienced higher mutual fund platform fees of $0.1 million during the period as the company changed certain funds to ETFs during 2023 and a lower residual commission expenses. These decreases were partially offset by increased sub-advisory and marketing expenses at various mutual funds and ETFs managed by HKHC and certain commissions payable for incentive fees earned during the period and fulfillment costs associated with sales of consumer products.

Depreciation, amortization and impairment

Depreciation and amortization increased slightly for the six months ended June 30, 2025 as compared to the prior year due to additional amortization expense of intangible assets from the Merger with SLGD. The Company also recorded an impairment of $0.9 million related to the consumer products segment based on an estimate of the fair value of the reporting unit as compared to our carrying value

General and administrative expenses

For the six months ended June 30, 2025, general and administrative expenses increased by $1.1 million, or 24%, compared to the prior year, as a result of certain legal and professional fees associated with the audit, which increased in periods subsequent to the August 2024 merger. These increases were offset related to $0.1 million of legal fees specifically related to the August 2024 merger. The Company also began incurring Director fee costs of $0.2 million for the six month period that did not exist in the prior comparable period. The six month period also included $0.7 million of the consumer product segment’s general and administrative expenses post-merger as compared to none in the comparable prior period which was prior to the merger.

Equity earnings (losses), net

Equity earnings (losses), net decreased by $3.7 million for the six months ended June 30, 2025 compared to the prior year. The decrease was due primarily to decreases in the fair value of holdings at Horizon Kinetics Hard Assets, LLC as compared to the prior year that had declines in fair value.

Interest and dividend income

Interest and dividend income increased by $0.6 million for the six months ended June 30, 2025 as a result of higher average cash and money market balances during the period.

Unrealized gain on digital assets, net

Unrealized gain on digital assets, net decreased by $1.2 million for the six months ended June 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 six months ended June 30, 2025, unrealized gains (losses) on investments decreased by $15.3 million compared to the prior year. This increase was due primarily to the 5% unrealized loss on TPL stock during the six months ended June 30, 2025 as compared to its unrealized gain of 40% during the six months ended June 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 the quarter ended 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 of these changes the Company recorded a tax expense during the six month period ending June 30, 2025, primarily related to deferred income taxes.

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 six months ended June 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 June 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.

The following table presents the results of operations of the consolidated investment products:


	Six Months Ended June 30,
	2025			2024
Expenses of consolidated investment products	$	(5,027	)	$	(4,105	)
Investment and other income (losses) of consolidated investment products, net		54,734			299,849
Interest and dividend income of consolidated investment products		4,792			8,606
Net income (loss) of consolidated investment products		54,499			304,350

Less: Incentive fees allocated to Horizon Kinetics Holding Corporation		(217	)		(490	)
Less: Amount attributable to Horizon Kinetics Holding Corporation economic interests		(8,149	)		(33,245	)
Net income attributable to redeemable non-controlling interests in consolidated funds	$	46,133		$	270,615

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 June 30, 2025, the Company had $38.9 million of cash and cash equivalents. We believe that our cash and cash equivalents at June 30, 2025 will be sufficient to fund operations for at least one year from the date of this report.

The Company also had $90.0 million of investments, at fair value. These investments include $61 million held in a single security, approximately 57,696 shares of TPL. During the six months ended June 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 4.5% year-to-date decrease 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 August 8, 2025, the Company's Board of Directors declared a cash dividend of $0.071 per share, payable on September 15, 2025 to shareholders of record as of the close of business on August 21, 2025.

The following table and discussion summarize our Condensed Consolidated Statement of Cash Flows:


	Six Months Ended June 30,
	2025			2024			Variance
				As Restated
Net cash used in operating activities	$	(22,326	)	$	(15,376	)	$	(6,950	)
Net cash provided by (used in) investing activities		23,799			(118	)		23,917
Net cash provided by (used in) financing activities		12,233			(12,214	)		24,447
	$	13,706		$	(27,708	)	$	41,414

Operating cash flows

Net cash provided by operating activities decreased by $7.0 million for the six months ended June 30, 2025 compared to the prior year. The decrease was primarily the result of earnings, net of and working capital changes during the period. Operating activities of the consolidated investment products, which include purchases and sales of investment securities.

Investing cash flows

Net cash provided by investment activities increased by $23.9 million for the six months ended June 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 six months ended June 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	$	6,554	$	1,423	$	3,825	$	889	$	417
Total contractual obligations	$	6,554	$	1,423	$	3,825	$	889	$	417

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of June 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. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2025 due to the material weaknesses in our internal control over financial reporting described below.

Notwithstanding the material weaknesses, which still existed as of June 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. The material weakness that was previously reported at Scott’s Liquid Gold was identified as of June 30, 2023 related to our finance department lacking a sufficient number of trained professionals with technical accounting expertise to process and account for complex, non-routine transactions in accordance with GAAP. The material weakness was detailed in Item 4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. During 2024, management identified a material weakness with respect to the review and consolidation in the financial statements of certain proprietary funds that represent variable interest entities. In addition, Horizon Kinetics has previously identified material weaknesses related to (a) producing timely account reconciliations and valuations of certain significant accounts, including certain intercompany and related party accounts and related elimination entries, (b) a lack of segregation of duties in certain areas of the financial reporting process, including a lack of adequate supervisory review of technical accounting implementations, lack of IT general controls over certain third-party systems, conclusions over critical accounting estimates, and review of the consolidated financial statements, and (c) insufficient supervisory review and approval of key controls over disbursements and accounts payable. These material weaknesses still existed as of June 30, 2025.

During 2025, the Company hired additional other 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.

Changes in Internal Control over Financial Reporting

During the second quarter, management has implemented additional reviews and account reconciliation internal controls over significant accounts.

PART 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.

ITEM 6. EXHIBITS


Exhibit Number		Document
31.1		Rule 13a-14(a) Certification of the Chief Executive Officer.
31.2		Rule 13a-14(a) Certification of the Chief Financial Officer.
32.1*		Certification of Murray Stahl pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Mark Herndon pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		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		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished, not filed.

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.


			HORIZON KINETICS HOLDING CORPORATION

Date:	August 12, 2025	By:	/s/ Murray Stahl
			Murray Stahl Chief Executive Officer

Date:	August 12, 2025	By:	/s/ Mark A. Herndon
			Mark A. Herndon Chief Financial Officer