11. EQUITY

SLP has historically made, and will continue to make, distributions of its net income to the holders of its partnership units for income tax purposes as required under the terms of its Second Amended and Restated Limited Partnership Agreement and also made, and will continue to make, additional distributions of net income under the terms of its Second Amended and Restated Limited Partnership Agreement. Partnership distributions totaled $1,479 and $1,419, for the three months ended September 30, 2024 and 2023, respectively. Partnership distributions totaled $6,395 and $7,759, for the nine months ended September 30, 2024 and 2023, respectively.

Pursuant to SLP’s Second Amended and Restated Limited Partnership Agreement, partner incentive allocations are treated as distributions of net income. The remaining net income or loss after partner incentive allocations was generally allocated to the partners based on their pro rata ownership. Net income allocation is subject to the recovery of the allocated losses of prior periods. Distributions of partner incentive allocations of net income for the nine months ended September 30, 2024 and 2023 amounted to $30,008 and $32,262, respectively. The distributions are included in non-controlling interests in the Condensed Consolidated Statements of Financial Condition and Condensed Consolidated Statement of Changes in Equity for the nine months ended September 30, 2024 and 2023. The Company treats SLP’s partner incentive allocations as compensation expense and accrues such amounts when earned. During the three months ended September 30, 2024 and 2023, SLP accrued partner incentive allocations of $7,222 and $6,983, respectively. During the nine months ended September 30, 2024 and 2023, SLP accrued partner incentive allocations of $21,713 and $20,476, respectively.

Silvercrest—Equity

Silvercrest is dependent on cash generated by SLP to fund any dividends. Generally, SLP will distribute its profits to all of its partners, including Silvercrest, based on the proportionate ownership each holds in SLP. Silvercrest will fund dividends to its stockholders from its proportionate share of those distributions after provision for its income taxes and other obligations.

In March 2024, the Company redeemed 3,025 shares of Class B common stock from certain existing partners, in connection with the exchange of 3,025 Class B units to Class A common stock pursuant to the Resale and Registration Rights Agreement.

In April 2024, the Company issued 25,298 shares of Class B common stock upon the vesting of restricted stock units.

In April 2024, the Company issued 456 shares of Class B common stock upon the exercise of non-qualified options.

In May 2024, the Company issued 11,635 shares of Class A common stock upon the vesting of restricted stock units.

In May 2024, the Company issued 41,484 shares of Class B common stock upon the vesting of restricted stock units.

In May 2024, the Company redeemed 25,002 shares of Class B common stock from certain existing partners, in connection with the exchange of 25,002 Class B units to Class A common stock pursuant to the Resale and Registration Rights Agreement.

In June 2024, in connection with the Neosho Acquisition, the Company issued 1,580 shares of Class B common stock.

In June 2024, the Company redeemed 28,737 shares of Class B common stock from certain existing partners, in connection with the exchange of 28,737 Class B units to Class A common stock pursuant to the Resale and Registration Rights Agreement.

In August 2024, the Company redeemed 15,459 shares of Class B common stock from certain existing partners, in connection with the exchange of 15,459 Class B units to Class A common stock pursuant to the Resale and Registration Rights Agreement.

In September 2024, the Company redeemed 21,405 shares of Class B common stock from certain existing partners, in connection with the exchange of 21,405 Class B units to Class A common stock pursuant to the Resale and Registration Rights Agreement.

On July 29, 2021, the Company announced that its Board of Directors had approved a share repurchase program authorizing the Company to repurchase up to $15,000 of the Company’s outstanding Class A common stock (the “2021 Repurchase Program”). Repurchases under the 2021 Repurchase Program may be made using either cash on hand, borrowings under the Company’s existing credit facilities or other sources, or (a) one or more 10b5-1 share trading plans, to be established with one or more banks or brokers (the “Trading Plans”), (b) pursuant to accelerated share repurchase programs with one or more investment banks or other financial intermediaries (the “ASR Programs”), or (c) through repurchases to be made outside of the Trading Plans or ASR Programs but in compliance with all applicable requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the safe harbor provided by Exchange Act Rule 10b-18, and consummated during an open trading window under the Company’s insider trading policy. The program may be amended, suspended, or discontinued at any time and does not commit the Company to repurchase any shares of Common Stock.

As of December 31, 2023, the Company had purchased 808,455 shares of Class A common stock for an aggregate price of approximately $15,057.

On August 16, 2024, the Company announced that its Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $12,000,000 of the Company’s outstanding Class A common stock (the “2024 Repurchase Program”). Repurchases under the 2024 Repurchase Program may be made using either cash on hand, borrowings under the Company’s existing credit facilities or other sources, or (a) through one or more Trading plans, (b) pursuant to ASR Programs or (c) through repurchases to be made outside of the Trading Plans or ASR Programs but in compliance with all applicable requirements under the Exchange Act, including the safe harbor provided by Exchange Act Rule 10b-18, and consummated during an open trading window under the Company’s insider trading policy. The program may be amended, suspended, or discontinued at any time and does not commit the Company to repurchase any shares of Class A common stock.

As of September 30, 2024, the Company had purchased 82,677 shares of Class A common stock for an aggregate price of approximately $1,364.

Treasury stock is accounted for under the cost method and is included as a deduction from equity in the Company’s Equity section of the Condensed Consolidated Statement of Financial Condition. Upon any subsequent retirement or resale, the treasury stock account is reduced by the cost of such stock.

The total amount of shares of Class B common stock outstanding and held by principals equals the number of Class B units those individuals hold in SLP. Shares of Silvercrest’s Class B common stock are issuable only in connection with the issuance of Class B units of SLP. When a vested or unvested Class B unit is issued by SLP, Silvercrest will issue to the holder one share of its Class B common stock in exchange for the payment of its par value. Each share of Silvercrest’s Class B common stock will be redeemed for its par value and cancelled by Silvercrest if the holder of the corresponding Class B unit exchanges or forfeits its Class B unit pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of SLP, the terms of the 2012 Equity Incentive Plan of Silvercrest, or otherwise.