Accor Annual Report 2023

Plain-text annual report

Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2023Or☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______ to ______Commission file number 001-37387Associated Capital Group, Inc.(Exact name of registrant as specified in its charter) Delaware 47-3965991(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 191 Mason Street, Greenwich, CT 06830 (203) 629-9595(Address of principal executive offices)(Zip Code) (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:Title of each class Trading Symbol Name of each exchange on which registeredClass A Common Stock, par value $0.001 per share AC New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☐ No ☒. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐ No ☒. 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 thepreceding 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 90days 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, a smaller reporting company or an emerging growthcompany. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2) Yes ☐ No ☒. The aggregate market value of the class A common stock held by non-affiliates of the registrant as of June 30, 2023 (the last business day of the registrant’s mostrecently completed second fiscal quarter) was $105.0 million. As of March 6, 2024, 2,542,605 shares of class A common stock and 18,950,571 shares of class B common stock were outstanding. GGCP, Inc., a private companycontrolled by the Company’s Executive Chair, held 77,165 shares of class A common stock and indirectly held 18,423,741 shares of class B common stock. Otherexecutive officers and directors of GGCP, Inc. held 29,866 and 176,758 shares of class A and class B common stock, respectively. In addition, there are 233,695 PhantomRestricted Stock Awards outstanding as of December 31, 2023. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive proxy statement relating to the 2024 Annual Meeting of Shareholders areincorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this report. Table of Contents Associated Capital Group, Inc. Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023 Part I Item 1Business4 Business Strategy6 Competition6 Intellectual Property7 Regulation7 Employees9 Item 1ARisk Factors10 Item 1BUnresolved Staff Comments10 Item 1CCybersecurity10 Item 2Properties11 Item 3Legal Proceedings11 Item 4Mine Safety Disclosures11Part II Item 5Market For The Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities12 Item 6Selected Financial Data12 Item 7Management’s Discussion And Analysis ("MD&A") Of Financial Condition And Results Of Operations12 Item 7AQuantitative And Qualitative Disclosures About Market Risk19 Item 8Financial Statements And Supplementary Data20 Item 9Changes In And Disagreements With Accountants On Accounting And Financial Disclosure51 Item 9AControls And Procedures51 Item 9BOther Information52 Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections52Part III Item 10Directors, Executive Officers and Corporate Governance52 Item 11Executive Compensation52 Item 12Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters52 Item 13Certain Relationships And Related Transactions, and Director Independence52 Item 14Principal Accountant Fees And Services52Part IV Item 15Exhibits, Financial Statement Schedules52 Item 16Form 10-K Summary53 Signatures54 Power of Attorney55 Exhibit 21.1 - Subsidiaries of Associated Capital Group, Inc. CertificationsExhibit 31.1 Exhibit 31.2 Exhibit 32.1 Exhibit 32.2 2Table of Contents Forward-Looking Statements Our disclosure and analysis in this report and in documents that are incorporated by reference contain some forward-looking statements within the meaning ofSection 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statementsgive our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. Youshould not place undue reliance on these statements. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and otherwords and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relatingto future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our businessand operations, there can be no assurance that our actual results will not differ materially from what we expect or believe. Some of the factors that could cause ouractual results to differ from our expectations or beliefs include, without limitation: the adverse effect from a decline in the securities markets; a decline in theperformance of our products; a general downturn in the economy; changes in government policy or regulation; changes in our ability to attract or retain keyemployees; and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations. We also directyour attention to any more specific discussions of risk contained in our other public filings or in documents incorporated by reference here or in prior filings orreports. We are providing these statements as permitted by the Private Litigation Reform Act of 1995. We do not undertake to update publicly any forward-looking statementsif we subsequently learn that we are unlikely to achieve our expectations or if we receive any additional information relating to the subject matters of our forward-looking statements. Definitions Unless we have indicated otherwise, or the context otherwise requires, references in this report to “Associated Capital Group, Inc.,” “AC Group,” “the Company,”“AC,” “we,” “us” and “our” or similar terms are to Associated Capital Group, Inc., its predecessors and its subsidiaries through which our operations are actuallyconducted. “GAMCO”, “GAMI”, or similar terms refer to our former parent GAMCO Investors, Inc. The information provided in response to Item 7. Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations is provided asa supplement to, and should be read in conjunction with, the Consolidated Financial Statements and the notes thereto included in Item 8 to this report. 3Table of Contents PART 1: OVERVIEW Giving Back to Society We are committed to allow our shareholders to choose the recipients of our charitable contributions. Based on the program created by Warren Buffett at BerkshireHathaway, our corporate charitable giving is unique in that the recipients of AC's charitable contributions are chosen directly by our shareholders, rather than by (y)ourcorporate entity. On August 9, 2023, the Board of Directors approved a $0.20 per share shareholder designated charitable contribution (“SDCC”) for registered shareholders. This was anincrease from last year's $0.15 per share contribution. In the first quarter of 2024, we completed the distribution of approximately $4.0 million to various organizationsselected by our shareholders for our 2023 program. Since our 2015 spin off as a public company, the shareholders of AC have donated approximately $38 million,including the most recent SDCC, to over 190 501(c)(3) organizations that address a broad range of local, national and international concerns. ITEM 1:BUSINESS (Y)our Business We are a Delaware corporation, incorporated in 2015, that provides alternative investment management services and operates a direct investment business to invest andcontrol businesses that fit our criteria over time. Additionally, we derive income from proprietary investments. Alternative Investment Management We conduct our investment management activities through our wholly-owned subsidiary Gabelli & Company Investment Advisers, Inc. (“GCIA”) and its wholly-ownedsubsidiary, Gabelli & Partners, LLC (“Gabelli & Partners”). GCIA is an investment adviser registered with the Securities and Exchange Commission (“SEC”) under theInvestment Advisers Act of 1940, as amended (the “Advisers Act”). GCIA and Gabelli & Partners together serve as general partners or investment managers toinvestment funds including limited partnerships and offshore companies (collectively, “Investment Partnerships”), and separate accounts. We primarily manage assetsacross a range of risk and event arbitrage portfolios and in equity event-driven value strategies. The business earns management and incentive fees from its advisoryactivities. Management fees are largely based on a percentage of assets under management (“AUM”). Incentive fees are based on a percentage of the investmentreturns of certain client portfolios. We manage assets on a discretionary basis and invest in a variety of U.S. and foreign securities mainly in the developed global markets. We primarily employ absolutereturn strategies with the objective of generating positive returns. We serve a wide variety of investors globally, including private wealth management clients,corporations, corporate pension and profit-sharing plans, foundations and endowments. In merger arbitrage, the goal is to earn absolute positive returns. We introduced our first limited partnership, Gabelli Arbitrage (renamed Gabelli Associates Fund), inFebruary 1985. Our typical investment process begins when a deal is announced, buying shares of the target at a discount to the stated deal terms, earning the spreaduntil the deal closes, and reinvesting the proceeds in new deals in a similar manner. By owning a diversified portfolio of transactions, we mitigate the adverse impact ofsingle deal-specific risks. Since inception, we have compounded net annual returns of 7.1% with 37 of 39 positive years, net, overall. As a result, a $10 million investmentby a tax free vehicle in this fund at its inception would be worth more than $140 million as of December 31, 2023. In addition, the value of the investment would haveexhibited significantly less volatility than that of broad equity indices. As the business and investor base expanded, we launched an offshore version in 1989. Building on our strengths in global event-driven value investing, severalinvestment vehicles have been added to balance investors’ geographic, strategic and sector-specific needs. Today, we manage investments in multiple categories,including merger arbitrage, event-driven value and other strategies. The Company is reviewing the launch of new products, including private equity, direct investment and other funds, which leverage and complement our core strengthsin fundamental investing. 4Table of Contents Assets Under Management As of December 31, 2023, we managed approximately $1.59 billion in assets vs. $1.84 billion at December 31, 2022. The following table sets forth total AUM, includinginvestment funds and separately managed accounts, for the dates shown: December 31, ($ in millions) 2023 2022 2021 2020 2019 2018 2017 2016 2015 MergerArbitrage $1,312 $1,588 $1,542 $1,126 $1,525 $1,342 $1,384 $1,076 $869 Long/ShortValue(a) 244 222 195 180 132 118 91 133 145 Other(b) 35 32 44 45 59 60 66 63 66 Total AUM $1,591 $1,842 $1,781 $1,351 $1,716 $1,520 $1,541 $1,272 $1,080 Composition ofAUM (% ofTotal AUM): Domestic Clients 32% 27% 27% 33% 39% 43% 42% 55% 65%InternationalClients 68% 73% 73% 67% 61% 57% 58% 45% 35% (a)Assets under management represent the assets invested in this strategy that are attributable to Associated Capital Group, Inc.(b)Includes investment vehicles focused on private equity, merchant banking, non-investment grade credit and capital structure arbitrage. Proprietary Capital Proprietary capital is earmarked for our direct investment business that invests in new and existing businesses, using a variety of techniques and structures. Welaunched our direct private equity and merchant banking activities in August 2017. The direct investment business is developing along several core pillars: ●Gabelli Private Equity Partners, LLC (“GPEP”), formed in August 2017 with $150 million of authorized capital as a “fund-less” sponsor. ●Gabelli Principal Strategies Group, LLC (“GPS”) was created to pursue strategic operating initiatives broadly. Our direct investing efforts are organized to invest in growth capital, leveraged buyouts and restructurings, with an emphasis on small and mid-sized companies. Ourinvestment sourcing is across a variety of channels, including direct owners, private equity funds, classic agents, and corporate carve outs (which are positioned foraccelerated growth, as businesses seek to enhance shareholder value through financial engineering). The Company’s direct investing vehicles allow us to acquirecompanies and create long-term value with no pre-determined exit timetable. We have a proprietary portfolio of cash and investments which we expect to invest primarily in funds that we manage, provide seed capital for new products, expand ourgeographic presence, develop new markets and pursue strategic acquisitions and alliances. 5Table of Contents Business Strategy Our business strategy targets global growth through leveraging our proven asset management strengths, including the long-term performance record of our alternativeinvestment funds, diverse product offerings and experienced investment, research and client relationship professionals. In order to achieve performance and growth inAUM and profitability, we are pursuing a strategy which includes the following key elements: Continuing an Active Fundamental Investment Approach Since 1985, our results demonstrate our core competence in absolute return, event driven investing through varying market cycles to earn rates of returnindependent of the broad markets’ direction. Our proprietary “Private Market Value (PMV) with a CatalystTM” investing approach remains the principalinvestment philosophy guiding our global research efforts and forms the backbone of our M&A investment activities. The PMV methodology is based oninvesting principles first articulated by Graham & Dodd, and further refined by our Executive Chair, Mario J. Gabelli. Our M&A portfolios provide access toGabelli’s deep history of investing in mergers and is a natural extension of our long standing research-driven investment process oriented toward undervaluedassets based on our PMV methodology. The investment team takes an active approach to merger investing, analyzing the various qualitative and quantitativeaspects of the transaction from announcement to deal completion, coupled with our fundamental understanding of business valuations, building andmonitoring transactions in the portfolio over the deal timeline. Growing our Investment Partnerships Advisory Business We intend to grow our Investment Partnerships advisory operations by gaining share with existing products and introducing new products within our corecompetencies, such as event and merger arbitrage. In addition, we intend to grow internationally. Capitalizing on Acquisitions and Alliances - Direct Investments We intend to leverage our research and investment capabilities by pursuing acquisitions and alliances that will broaden our product offerings and add newsources of distribution. In addition, we may make direct investments in operating businesses using a variety of techniques and structures. Opportunities in Private Equity One of our initiatives is to launch a private equity business to capitalize on the developing opportunities in the capital market place. Pursuing Partnerships and Joint Ventures We plan to pursue partnerships and joint ventures with firms that fit with AC’s product quality and that can provide Asian/European distribution capabilitiesthat would complement our U.S. equity product expertise. We expect to target opportunities for investors interested in non-market correlated returns. Competition The alternative asset management industry is intensely competitive. We face competition in all aspects of our business from other managers in the United States andaround the globe. We compete with alternative investment management firms, insurance companies, banks, brokerage firms and financial institutions that offer productsthat have similar features and investment objectives. Many of these investment management firms are subsidiaries of large diversified financial companies and may haveaccess to greater resources than we do. Many are larger in terms of AUM and revenues and, accordingly, have larger investment and sales organizations and relatedbudgets. Historically, we have competed primarily on the basis of the long-term investment performance of our investment products. We have recently taken steps toincrease our distribution channels, brand awareness and marketing efforts. The market for providing investment management services to institutional and private wealth management clients is also highly competitive. Selection of investmentadvisors by U.S. institutional investors is often subject to a screening process and to favorable recommendations by investment industry consultants. Many of theseinvestors require their investment advisors to have a successful and sustained performance record, often five years or longer, and focus on one-year and three-yearperformance records. Currently, we believe that our investment performance record would be attractive to potential new institutional and private wealth managementclients. While we have significantly increased our AUM from institutional investors since our founding, no assurance can be given that our efforts to obtain newbusiness will be successful. 6Table of Contents Intellectual Property Service marks and brand name recognition are important to our business. We have rights to the service marks under which our products are offered. We have rights touse the “Gabelli” name, and the “GAMCO” brand, pursuant to a non-exclusive, royalty-free license agreement we have entered into with GAMCO (the “Service Markand Name License Agreement”). We can use these names with respect to our funds, collective investment vehicles, Investment Partnerships and other investmentproducts pursuant to the Service Mark and Name License Agreement. The Service Mark and Name License Agreement has a perpetual term, subject to termination onlyin the event we are not in compliance with its quality control provisions. Pursuant to a 1999 agreement, Mario J. Gabelli assigned his rights, title and interests in and tothe “Gabelli” name for use in connection with investment management services and institutional research services to GAMCO. In addition, the funds managed by MarioJ. Gabelli outside GAMCO and AC entered into a license agreement with GAMCO permitting them to continue limited use of the “Gabelli” name under specifiedcircumstances. Regulation Virtually all aspects of our businesses are subject to federal, state and foreign laws and regulations. These laws and regulations are primarily intended to protectinvestment advisory clients and investors and the financial markets. Under such laws and regulations, agencies that regulate investment advisors have broad powers,including the power to limit, restrict or prohibit such an advisor from carrying on its business in the event that it fails to comply with such laws and regulations. Possiblesanctions that may be imposed for non-compliance include civil and criminal liability, the suspension of individual employees, injunctions, limitations on engaging incertain lines of business for specified periods of time, revocation of the investment advisor and other registrations, censures and fines. Existing U.S. Regulation Overview AC and certain of its U.S. subsidiaries are currently subject to extensive regulation, primarily at the federal level, by the SEC, the United States Department of Labor, andother regulatory bodies. Certain of our U.S. subsidiaries are also subject to anti-terrorist financing, privacy, and anti-money laundering regulations, as well as economicsanctions laws and regulations established by these agencies. The Advisers Act GCIA is registered with the SEC under the Advisers Act and is regulated by and subject to examination by the SEC. The Advisers Act imposes numerous obligations onregistered investment advisers including fiduciary duties, disclosure obligations and record keeping, operational and marketing requirements. The SEC is authorized toinstitute proceedings and impose sanctions for violations of the Advisers Act, ranging from censure to termination of an investment adviser’s registration. The failureof GCIA to comply with the requirements of the SEC could have a material adverse effect on us. We derive substantially all of our revenues from investment advisory services under investment management agreements. Under the Advisers Act, our investmentmanagement agreements cannot be assigned without the client’s consent. Employee Retirement Income Security Act of 1974 (“ERISA”) GCIA is subject to ERISA and to regulations promulgated thereunder, insofar as it is a “fiduciary” under ERISA with respect to certain of its clients. ERISA andapplicable provisions of the Internal Revenue Code of 1986, as amended, impose certain duties on persons who are fiduciaries under ERISA and prohibit certaintransactions involving ERISA plan clients. Our failure to comply with these requirements could have a material adverse effect on us. Anti-Tax Evasion Legislation Our global business may be impacted by the Foreign Account Tax Compliance Act (“FATCA”), which was enacted in 2010 and introduced expansive new investoronboarding, withholding and reporting rules aimed at ensuring U.S. persons with financial assets outside of the United States pay appropriate taxes. In many instances,however, the precise nature of what needs to be implemented will be governed by bilateral Intergovernmental Agreements (“IGAs”) between the United States and thecountries in which we do business or have accounts. While many of these IGAs have been put into place, others have yet to be concluded. The Organization for Economic Cooperation and Development (“OECD”) has developed the Common Reporting Standard (“CRS”) to address the issue of offshore taxevasion on a global basis. Aimed at maximizing efficiency and reducing cost for financial institutions, the CRS provides a common standard for due diligence, reportingand exchange of information regarding financial accounts. Pursuant to the CRS, participating jurisdictions will obtain from reporting financial institutions, andautomatically exchange with partner jurisdictions on an annual basis, financial information with respect to all reportable accounts identified by financial institutions onthe basis of common due diligence and reporting procedures. As a result, the Investment Partnerships will be required to report information on the investors of thePartnerships to comply with the CRS due diligence and reporting requirements, as adopted by the countries in which the Investment Partnerships are organized. The FATCA and CRS rules will impact both U.S. and non-U.S. Investment Partnerships and separately managed accounts and subject us to extensive additionaladministrative burdens. Our business could also be impacted to the extent there are other changes to tax laws, such as the recent tax reform legislation. Such changescould adversely affect our financial results. 7Table of Contents The Patriot Act The USA Patriot Act of 2001 contains anti-money laundering and financial transparency laws and mandates various regulations applicable to financial servicescompanies, including standards for verifying client identification at account opening, and obligations to monitor client transactions and report suspicious activities.Anti-money laundering laws outside of the United States contain some similar provisions. Our failure to comply with these requirements as applicable to us could have amaterial adverse effect on us. Laws and Other Issues Relating to Taking Significant Equity Stakes in Companies Investments by AC, its affiliates, and those made on behalf of their respective advisory clients and Investment Partnerships often represent a significant equityownership position in an issuer’s equity. This may be due to the fact that AC is deemed to be a member of a “group” that includes GAMCO, an entity under commoncontrol with AC, and, therefore, may be deemed to beneficially own the securities owned by other members of the group under applicable securities regulations. As ofDecember 31, 2023, by virtue of being a member of the group, AC was deemed to hold five percent or more beneficial ownership with respect to approximately 64 equitysecurities. This activity raises frequent regulatory, legal and disclosure issues regarding our aggregate beneficial ownership level with respect to portfolio securities,including issues relating to issuers’ stockholder rights plans or “poison pills”, various federal and state regulatory limitations, including (i) state gaming laws andregulations, (ii) federal communications laws and regulations, (iii) federal and state public utility laws and regulations, (iv) federal proxy rules governing stockholdercommunications, and (v) federal laws and regulations regarding the reporting of beneficial ownership positions. Our failure to comply with these requirements couldhave a material adverse effect on us. Potential Legislation Relating to Private Pools of Capital We manage a variety of private pools of capital, including hedge funds. Congress, regulators, tax authorities and others continue to explore increased regulation relatedto private pools of capital, including changes with respect to: investor eligibility; trading activities, record-keeping and reporting; the scope of anti-fraud protections;safekeeping of client assets; tax treatment; and a variety of other matters. AC may be materially and adversely affected by new legislation, rule-making or changes in theinterpretation or enforcement of existing rules and regulations imposed by various regulators. Existing European Regulation Overview Alternative Investment Fund Managers Directive Our European activities are impacted by the European Union’s (“EU”) Alternative Investment Fund Managers Directive (“AIFMD”). AIFMD regulates managers of, andservice providers to, a broad range of alternative investment funds (“AIFs”) domiciled within and, potentially, outside the EU. AIFMD also regulates the marketing of allAIFs inside the European Economic Area. AIFMD’s requirements restrict AIF marketing and impose additional compliance and disclosure obligations on AC regardingitems such as remuneration, capital requirements, leverage, valuation, stakes in EU companies, depositaries, domicile of custodians and liquidity management. Thesecompliance and disclosure obligations and the associated risk management and reporting requirements will subject us to additional expenses. Undertakings for Collective Investment in Transferable Securities The EU has also adopted directives on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment intransferable securities (“UCITS”) impacting depositary functions, remuneration policies and sanctions. The latest initiative in this area, UCITS V, seeks to align thedepositary regime, remuneration rules and sanctioning powers of regulators under the UCITS Directive with the requirements of AIFMD. Similarly, the European Securities and Markets Authority recently revised its guidelines for exchange-traded and other UCITS funds. These guidelines introduced newcollateral management requirements for UCITS funds concerning collateral received in the context of derivatives using Efficient Portfolio Management (“EPM”)techniques (including securities lending) and over-the-counter derivative transactions. We are following the guidelines with respect to our collateral managementarrangements applicable to the EPM of the UCITS funds for which GCIA acts as a sub-advisor. The costs of complying with increasing regulation in the EU maynegatively impact the net performance of the UCITS fund that GCIA sub advises and therefore may result in decreased remuneration to GCIA for this sub advisoryactivity. 8Table of Contents Markets in Financial Instruments Directive The EU’s revised Markets in Financial Instruments Directive (“MiFID II”), which was fully implemented in 2018, created specific new rules regarding the use of “softdollars” to pay for research. A MiFID licensed investment firm that provides portfolio management services or independent investment advisory services to clients maynot pay for third-party research with soft dollars generated through client trading activity. Research must be paid for either (i) by the investment firm out of its ownresources, or (ii) through a separate research payment account for each client to pay for the research. While currently GCIA is not directly subject to MiFID II: (a) GCIAmay be invoiced separately by any EU brokers from whom it purchases research in the future; and (b) clients may begin to require that GCIA “unbundle” researchpayments from commission trading. The Financial Conduct Authority (“FCA”) currently regulates Gabelli Securities International (UK) Limited (“GSIL UK”), our MiFID licensed entity in the UnitedKingdom. Authorization by the FCA is required to conduct certain financial services-related business in the United Kingdom under the Financial Services and MarketsAct 2000. The FCA’s rules adopted under that Act provide requirements dealing with a firm’s capital resources, senior management arrangements, conduct of business,interaction with clients and systems and controls. The FCA supervises GSIL UK through a combination of proactive engagement, event-driven and reactive supervisionand thematic-based reviews in order to monitor our compliance with regulatory requirements. Breaches of the FCA’s rules may result in a wide range of disciplinaryactions against GSIL UK and/or its employees. Clients whose assets we manage in the EU are additionally subject to EU regulations on OTC derivatives which require (i) the central clearing of standardized OTCderivatives, (ii) the application of risk-mitigation techniques to non-centrally cleared OTC derivatives and (iii) the reporting of all derivative contracts. Regulatory Matters Generally The investment management industry is likely to continue to face a high level of regulatory scrutiny and to become subject to additional rules designed to increasedisclosure, tighten controls and reduce potential conflicts of interest. In addition, the SEC has substantially increased its use of focused inquiries which requestinformation from investment advisors regarding particular practices or provisions of the securities laws. We may be subject to these inquiries in the normal course of ourbusiness. Changes in laws, regulations and administrative practices by regulatory authorities, and the associated compliance costs, have increased our cost structureand could in the future have a material adverse impact. Although we have installed procedures and utilize the services of experienced administrators, accountants andlawyers to assist us in adhering to regulatory guidelines and satisfying these requirements, and maintain insurance to protect ourselves in the case of client losses,there can be no assurance that the precautions and procedures that we have instituted and installed, or the insurance that we maintain to protect ourselves in case ofclient losses, will protect us from all potential liabilities. Employees On March 6, 2024, we had a full-time staff of 25 teammates, of whom 8 served in the portfolio management, research and trading areas, 8 served in the marketing andshareholder servicing areas and 9 served in the finance, legal, operations and administrative areas. We also avail ourselves of services provided by GAMCO, inaccordance with a transitional services agreement that was entered into with GAMCO as part of AC’s spin-off from GAMCO on November 30, 2015, and also haveaccess to their global team of research analysts and industry conferences hosted by Gabelli Funds. 9Table of Contents Status as a Smaller Reporting Company We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K. As a result, we are eligible to take advantageof certain exemptions from various reporting requirements that are not available to other public companies that are not “smaller reporting companies”. Our website address is www.associated-capital-group.com. Information on our website is not incorporated by reference herein and is not part of this report. We providea link on our website to the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our annual report on Form10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). All such filings on our website are available free of charge. In addition, these reports and the otherdocuments we file with the SEC are available at www.sec.gov. ITEM 1A:RISK FACTORS Smaller reporting companies are not required to provide the information required by this item. ITEM 1B:UNRESOLVED STAFF COMMENTS None. ITEM 1C.CYBERSECURITY Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systemsand information. Our cybersecurity risk management program is aligned with the Company’s business strategy. It shares common methodologies, reporting channels and governanceprocesses that apply to other areas of enterprise risk, including legal, compliance, strategic, operational, and financial risk. Key elements of our cybersecurity riskmanagement program include: ●risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterpriseinformation technology environment; ●a security team principally responsible for managing our cybersecurity risk assessment processes, our security controls, and our response to cybersecurityincidents; ●the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; ●training and risk awareness programs for team members that include periodic and ongoing assessments to drive adoption and awareness of cybersecurityprocesses and controls; ●a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and ●a third-party risk management process for service providers, suppliers, and vendors. In the last three years, the Company has not experienced any material cybersecurity incidents, and expenses incurred from cybersecurity incidents were immaterial. The operations of the Company are dependent on technology information and communications systems. A failure of any such system, or a security breach orcyberattack related thereto, could significantly disrupt the Company’s operations. The service providers of the Company are also subject to cybersecurity threats. Ifthe Company and/or any service provider of the Company fails to adopt, implement or adhere to adequate cybersecurity measures, or in the event of a breach of anynetwork, information relating to the Company or the Company’s operations, as well as personal information relating to the Company’s clients, may be lost, damaged orcorrupted, or improperly accessed, used or disclosed. 10Table of Contents Any system failure, security breach or cyberattack on the Company and/or any service provider of the Company could cause the Company to suffer financial loss,disruption to its business, including its trading capabilities and its ability to transfer payments, increased operating costs, liability to third parties, regulatoryintervention and reputational damage, among other things, any one or all of which could have a material adverse effect on the Company. Cybersecurity Governance Our Board of Directors is responsible for overseeing cybersecurity threats, among other things. Our Chief Technology Officer, who reports to our Chief Executive Officerand President, provides our senior management and our Board of Directors periodic reports on our cybersecurity risks and any material cybersecurity incidents. Our cybersecurity risk management team, in conjunction with various information technology, internal audit, legal and compliance personnel, has primary responsibilityfor our overall cybersecurity risk management program. Our team of cybersecurity professionals, led by our Chief Technology Officer, who has over 20 years of experience in the cybersecurity space and advanced training inthe field of cybersecurity and technology, has primary responsibility for our internal cybersecurity personnel and our retained external cybersecurity consultants. Our information technology team also monitors the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents through various means, whichmay include briefings with internal personnel, threat intelligence and other information obtained from governmental, public or private sources, including externalconsultants engaged by us, and alerts and reports produced by security tools deployed in the information technology environment. ITEM 2:PROPERTIES Our offices are owned by a wholly-owned subsidiary of AC and are located at 191 Mason Street, Greenwich, CT 06830. A portion of the space is leased to affiliates. ACreceived $133.8 thousand and $116.4 thousand from affiliates (primarily GAMCO) pursuant to lease agreements for this property for 2023 and 2022, respectively. Theseamounts are included in other revenues in the consolidated statements of income. AC acquired 3 St. James Place, London, UK on March 3, 2020, which was fully leased to GAMCO commencing 2021. For the years ended December 31, 2023 and 2022,the Company received $227.1 thousand and $309.8 thousand, respectively, under the lease agreement. These amounts are included in other revenues in the consolidatedstatements of income. During 2023 and 2022, AC paid $74.0 thousand and $72.1 thousand, respectively, to GAMCO pursuant to a sublease based on the percentage of square footageoccupied by several AC teammates (including pro rata allocation of common space). These amounts are included in other operating expenses in the consolidatedstatements of income. ITEM 3:LEGAL PROCEEDINGS From time to time, we may be named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages orinjunctive relief. We are also subject to governmental or regulatory examinations or investigations. Examinations or investigations can result in adverse judgments,settlements, fines, injunctions, restitutions or other relief. For any such matters, the consolidated financial statements include the necessary provisions for losses thatwe believe are probable and estimable. Furthermore, we evaluate whether there exist losses which may be reasonably possible and, if material, make the necessarydisclosures. Management is not aware of any probable or reasonably possible losses at December 31, 2023. See also Note 12, Guarantees, Contingencies andCommitments, to the consolidated financial statements in Part II, Item 8 of this Form 10-K. ITEM 4:MINE SAFETY DISCLOSURES Not applicable. 11Table of Contents PART II ITEM 5:MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES Market for our Stock, Dividends and Stock Repurchase Program Shares of our Class A common stock are traded on the New York Stock Exchange ("NYSE") under the symbol AC. As of March 6, 2024, there were 114 and 18 holders of record of the Company’s Class A and Class B common stock, respectively. These figures do not include beneficialholders of Class A shares held in “street” name at various brokerage firms. In December 2015, the Board of Directors established a stock repurchase program authorizing the Company to repurchase up to 500,000 shares. On February 7, 2017, theBoard of Directors reset the available number of shares to be purchased under the stock repurchase program to 500,000 shares. On August 3, 2017 and May 8, 2018, theBoard of Directors authorized the repurchase of an additional 1 million and 500,000 shares, respectively. Our stock repurchase program is not subject to an expirationdate. Shares may be purchased from time to time in the future, however share repurchase amounts and prices may vary after considering a variety of factors, includingthe Company's financial position, earnings, other alternative uses of cash, macroeconomic issues, and market conditions. The following table provides information for our repurchase of our Class A common stock during the quarter ended December 31, 2023: Total Number of Maximum Total Average Shares Repurchased as Number of Shares Number of Price Paid Per Part of Publicly That May Yet Be Shares Share, net of Announced Plans Purchased Under Period Repurchased Commissions or Programs the Plans or Programs 10/01/23 - 10/31/23 31,201 $34.95 31,201 210,805 11/01/23 - 11/30/23 25,477 33.84 25,477 185,328 12/01/23 - 12/31/23 28,664 34.60 28,664 156,664 (1)Totals 85,342 $34.50 85,342 (1): On February 6, 2024, the Board of Directors authorized the repurchase of an additional 350,000 shares. We have adopted the 2015 Stock Award and Incentive Plan (the “Equity Compensation Plan”). A maximum of 2.0 million shares of Class A Stock have been reserved forissuance as approved by the Company’s stockholders at the annual meeting of stockholders held on May 3, 2016. The Company withdrew the registration statementcovering the issuance of those shares as of December 29, 2017. The number of shares remaining available for future issuance under equity compensation plans is 1.1 million. ITEM 6:SELECTED FINANCIAL DATA Smaller reporting companies are not required to provide the information required by this item. ITEM 7:MANAGEMENT’S DISCUSSION AND ANALYSIS (“MD&A”) OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Associated Capital Group, Inc. (NYSE: AC), a company incorporated under the laws of Delaware, provides alternative investment management services and operates adirect investment business. Our revenues are based primarily on the Company’s level of assets under management (“AUM”). 12Table of Contents Financial Highlights Financial Performance The following is a summary of the Company’s financial performance for the quarters and years ended December 31, 2023 and 2022: Fourth Quarter Full Year 2023 2022 2023 2022 AUM - end of period (in millions) $1,591 $1,842 $1,591 $1,842 AUM - average (in millions) 1,581 1,811 1,659 1,817 Net income/(loss) per share-diluted $0.76 $0.62 $1.72 $(2.22)Book value per share at December 31 $42.11 $40.48 $42.11 $40.48 Financial Condition Overview The Company consolidates certain investment partnerships for which it has a controlling financial interest. The following table reflects the net impact of theconsolidated investment partnerships (“Consolidated Entities”) on the consolidated statements of financial condition (in thousands): December 31, 2023 Prior to Consolidated Assets Consolidation Entities As Reported Cash and cash equivalents $299,508 $17,979 $317,487 Investments 573,735 (18,272) 555,463 Other 63,184 7,663 70,847 Total assets $936,427 $7,370 $943,797 Liabilities, redeemable noncontrolling interests and equity Total liabilities $29,452 $1,267 $30,719 Redeemable noncontrolling interests - 6,103 6,103 Total equity 906,975 - 906,975 Total liabilities, redeemable noncontrolling interests and equity $936,427 $7,370 $943,797 December 31, 2022 Prior to Consolidated Assets Consolidation Entities As Reported Cash and cash equivalents $209,941 $8,521 $218,462 Investments 660,445 (2,151) 658,294 Other 42,861 8,073 50,934 Total assets $913,247 $14,443 $927,690 Liabilities, redeemable noncontrolling interests and equity Total liabilities $23,051 $4,250 $27,301 Redeemable noncontrolling interests - 10,193 10,193 Total equity 890,196 - 890,196 Total liabilities, redeemable noncontrolling interests and equity $913,247 $14,443 $927,690 13Table of Contents Consolidated Statements of Income Investment advisory and incentive fees, which are based on the amount and composition of AUM in our funds and accounts, represent our largest source of revenues.Growth in revenues depends on good investment performance, which influences the value of existing AUM as well as contributes to higher investment and lowerredemption rates and attracts additional investors while maintaining current fee levels. Growth in AUM is also dependent on being able to access various distributionchannels, which is usually based on several factors, including performance and service. In light of the ongoing dynamics created by the conflict in the Middle East andthe Russian invasion of Ukraine and their impact on the global economy and markets, we could experience higher volatility in short-term returns of our funds. Incentive fees generally consist of an incentive allocation on the absolute gain in a portfolio generally equating to 20% of the economic profit, as defined in theagreements governing the investment vehicle or account. We recognize such revenue only when the measurement period has been completed or at the time of aninvestor redemption. Compensation includes variable and fixed compensation and related expenses paid to officers, portfolio managers, sales, trading, research and all other professionalstaff. Variable compensation is paid to sales personnel and portfolio management and may represent up to approximately 55% of revenues. Management fee expense is incentive-based equal to 10% of income before management fee and income taxes and excludes the impact of consolidating entities andis paid to the Executive Chair or his designees for his services pursuant to an employment agreement. Other operating expenses include general and administrative operating costs. Other income and expense includes net gains and losses from investments (which include both realized and unrealized gains and losses from securities and equity inearnings of investments in partnerships), interest and dividend income, and interest expense. Net gains and losses from investments are derived from our proprietaryinvestment portfolio consisting of various public and private investments and from consolidated investment funds. Net income attributable to noncontrolling interests represents the share of net income attributable to third-party limited partners of certain investment partnerships weconsolidate. Please refer to Notes 1 and 5 in our consolidated financial statements included elsewhere in this report. Consolidated Statements of Financial Condition We ended 2023 with approximately $867.1 million in cash and investments, net of securities sold, not yet purchased of $5.9 million. This includes $317.5 million of cashand cash equivalents; $89.2 million of short-term U.S. Treasury obligations; $190.7 million of securities, net of securities sold, not yet purchased, including shares ofGAMCO with a market value of $45.6 million; and $269.7 million invested in affiliated and third-party funds and partnerships, including investments in closed end fundsmanaged by affiliates (primarily GAMCO) which have a value of $53.0 million and more limited liquidity. Our financial resources provide flexibility to pursue strategicobjectives that may include acquisitions, lift-outs, seeding new investment strategies, and co-investing, as well as shareholder compensation in the form of sharerepurchases and dividends. Total equity attributable to shareholders of the Company was $907.0 million or $42.11 per share as of December 31, 2023, compared to $890.2 million or $40.48 per share asof the prior year-end. Shareholders’ equity per share is calculated by dividing the total Associated Capital Group, Inc. equity by the number of common sharesoutstanding. Assets Under Management Highlights We reported assets under management as follows (dollars in millions): December 31, December 31, 2023 2022 % Change Merger Arbitrage (a) $1,312 $1,588 (17.4)Long/Short Value 244 222 9.9 Other 35 32 9.4 Total AUM (b) $1,591 $1,842 (13.6) (a) Includes $621 and $856 of sub-advisory AUM related to GAMCO International SICAV - GAMCO Merger Arbitrage, $69 and $70 of sub-advisory AUM related toGabelli Merger Plus+ Trust Plc and $240 and $206 of 100% U.S. Treasury Fund managed by GAMCO at December 31, 2023 and 2022, respectively.(b) Includes $236 million and $239 million of proprietary capital, respectively. 14Table of Contents Changes in our AUM during 2023 were as follows (dollars in millions): December 31, Investment Foreign December 31, 2022 Inflows Outflows Return Currency(1) 2023 Merger Arbitrage $1,588 $373 $(703) $48 $6 $1,312 Long/Short Value 222 5 - 17 - 244 Other 32 1 (1) 3 - 35 Total AUM $1,842 $379 $(704) $68 $6 $1,591 (1) Reflects the impact of currency fluctuations in non-US dollar denominated classes of investment funds. The majority of our AUM have calendar year-end measurement periods, and our incentive fees are primarily recognized in the fourth quarter. Assets undermanagement decreased on a net basis by $251 million for the year ended December 31, 2023 due to net investor outflows of $325 million, offset partially bymarket appreciation of $68 million and the impact of currency fluctuations of $6 million from non-US dollar classes of investment funds. In the merger arbitrage strategy,most of the outflows ($265 million) were tied to GAMCO Merger Arbitrage UCITS (a Luxembourg entity organized as an Undertaking for Collective Investment inTransferrable Securities). These outflows were generally from reallocations to other asset classes as a merger arbitrage fund’s nominal expected return is partly afunction of the risk free rate, which increased from less than 1% at the end of 2021 to over 4% by the end of 2022 and was sustained at or above 5% for the entirety of2023. Operating Results for the Year Ended December 31, 2023 as Compared to the Year Ended December 31, 2022 Revenues Total revenues were $12.7 million for the year ended December 31, 2023, $2.5 million lower than total revenues of $15.2 million for the year ended December 31, 2022. Totalrevenues by type were as follows (dollars in thousands): Year Ended December 31, Change 2023 2022 $ % Investment advisory and incentive fees $12,324 $14,801 (2,477) (16.7)Other revenues 359 427 (68) (15.9)Total revenues $12,683 $15,228 (2,545) (16.7) Investment advisory and incentive fees: We earn advisory fees based on our AUM. Investment advisory fees are directly influenced by the amount of average AUMand the fee rates applicable to various accounts. Advisory and incentive fees were $12.3 million for 2023 compared to $14.8 million for 2022, a decrease of $2.5 million. This decrease is the result of lower performance-based incentive fees and lower average AUM in 2023. Incentive fees are directly related to the gains generated for our clients’ accounts. We earn a percentage, usually 20%, of such gains. Incentive fees were $3.5 million in2023, down $1.6 million from $5.1 million in 2022. Other revenues: Other revenues were $0.4 million in 2023 and $0.4 million in 2022. Expenses Compensation: Compensation, which includes variable compensation, salaries, bonuses and benefits, was $17.2 million for the year ended December 31, 2023, a decreaseof $1.7 million from $18.9 million for the year ended December 31, 2022. Fixed compensation expense, which includes salaries, stock-based compensation, bonuses andbenefits, decreased to $10.9 million in 2023 from $11.5 million in 2022. The remainder of compensation expense represents variable compensation that fluctuates withmanagement and incentive fee revenues as well as the investment results of certain proprietary accounts. Variable payouts are also impacted by the mix of productsupon which performance fees are earned and the extent to which they may exceed their allocated costs. For 2023, these variable payouts (based on the investmentperformance of the products with incentive fees) were $6.3 million, a decrease of $1.1 million from $7.4 million in 2022 driven by lower revenues. Management fees: Management fee expense is incentive-based and entirely variable compensation equal to 10% of income before management fee and income taxes andexcludes the impact of consolidating entities, and is paid to the Executive Chair or his designees pursuant to his employment agreement with AC. In 2023 ACrecorded management fee expense of $5.4 million compared to no management fee expense in 2022 due to pre-tax losses. Other operating expenses: Our other operating expenses were $6.9 million in 2023 compared to $7.6 million in 2022. 15Table of Contents Investment and other non-operating income/(expense), net Net gain/(loss) from investments: Net gain/(loss) from investments is directly related to the performance of our proprietary portfolio. For the year ended December 31,2023, net gains from investments were $43.0 million compared to losses of $56.5 million in 2022, reflecting partial recovery from 2022's volatility. In 2022, market volatilitybrought on by rising interest rates, geo-political factors, and accelerating inflation impacted AC's investments, other than investments in merger arbitrage funds, on amark-to-market basis. Interest and dividend income: Interest and dividend income increased to $25.3 million in 2023 from $10.7 million in 2022, primarily due to higher interest income as a resultof higher nominal interest rates in 2023. Income Taxes In 2023, we recorded income tax expense of $9.1 million resulting in an effective tax rate (“ETR”) of 19.5%. In 2022, we recorded an income tax benefit of $14.9 millionresulting in an ETR of 24.7%. The decrease in rate from 2022 is primarily driven by deferred tax benefits from a foreign investment which reduced the 2023 rate. Noncontrolling Interests Net income attributable to noncontrolling interests was $0.3 million in 2023 compared to $3.4 million in 2022. The decrease was driven primarily by the deconsolidation ofThe PMV Entities (as defined in Note 1) in Q3 2022 and the Gabelli Merger Plus+ Trust tender offers in Q3 2022 and Q1 2023, which resulted in redemptions ofredeemable noncontrolling interests. Net Income/(Loss) Net income for the year ended December 31, 2023 was $37.5 million compared to net loss of $48.9 million for the prior year. The change was primarily driven by marketuncertainty in 2022, as described in Net gain/(loss) from investments. Also contributing was higher interest income in 2023 reflecting higher nominal interest rates in2023. Liquidity and Capital Resources Our principal assets consist of cash and cash equivalents; short-term treasury securities; marketable securities, primarily equities, including 2.4 million shares ofGAMCO; and interests in affiliated and third-party funds and partnerships. Although Investment Partnerships may be subject to restrictions as to the timing ofdistributions, the underlying investments of such Investment Partnerships are generally liquid, and the valuations of these products reflect that underlying liquidity. Summary cash flow data is as follows (in thousands): Year Ended December 31, 2023 2022 Cash flows provided by/(used in): Operating activities $145,075 $(70,552)Investing activities 5,752 402 Financing activities (25,039) (37,175)Net increase/(decrease) in cash, cash equivalents and restricted cash 125,788 (107,325)Cash, cash equivalents and restricted cash at beginning of period 221,269 328,594 Cash, cash equivalents and restricted cash at end of period $347,057 $221,269 We require relatively low levels of capital expenditures and have a highly variable cost structure where costs increase and decrease based on the level of revenues wereceive. Our revenues, in turn, are highly correlated to the level of AUM and to investment performance. We anticipate that our available liquid assets should besufficient to meet our cash requirements as we build out our operating business. At December 31, 2023, we had cash and cash equivalents of $317.5 million, investmentsin U.S. Treasury Bills of $89.2 million and $190.7 million of investments, net of securities sold, not yet purchased of $5.9 million. Included in cash and cash equivalentsis $18.0 million as of December 31, 2023 which is held by consolidated investment funds and may not be readily available for the Company to access. Net cash provided by operating activities was $145.1 million in 2023. Operating cash flows in 2023 are driven by $125.9 million of net decreases in securities primarily theresult of rolling investments into less than 90-day treasury bills, our net income of $37.7 million, $13.0 million of net distributions from investment partnerships and $7.8million change in net receivables/payables. These increases were partially offset by $39.3 million of adjustments for noncash items, primarily unrealized gains oninvestment securities, partnership investments and deferred taxes. 16Table of Contents Net cash used in operating activities was $70.6 million in 2022 due to $89.4 million of net increases driven by increases of securities less net distributions frominvestment partnerships and our net loss of $45.5 million, partially offset by $43.6 million of adjustments for noncash items, primarily unrealized losses oninvestment securities and partnership investments and deferred taxes, and $20.7 million in net receivables/payables. Net cash provided by investing activities was $5.8 million in 2023 due to proceeds from sales of securities of $6.0 million and return of capital on securities of $1.3 million,partially offset by purchases of securities of $1.5 million. Net cash provided by investing activities was $0.4 million in 2022 due to proceeds from maturities of debt securities held to maturity of $5.1 million, proceeds from salesof securities of $2.9 million, return of capital on securities of $2.3 million, partially offset by purchases of securities of $8.5 million and the impact of deconsolidation ofour subsidiary of $1.4 million. Net cash used in financing activities was $25.0 million in 2023 resulting from stock buyback payments of $16.3 million, redemptions of redeemable noncontrollinginterests of $4.4 million and dividends paid of $4.3 million. Net cash used in financing activities was $37.2 million in 2022 resulting from redemptions of redeemable noncontrolling interests of $30.2 million, dividends paid of $4.4million and stock buyback payments of $2.6 million. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements. Critical Accounting Policies In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in thepreparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We baseour estimates on historical experience, when available, and on other various assumptions that are believed to be reasonable under the circumstances. Actual resultscould differ significantly from those estimates under different assumptions and conditions. We believe that the following critical accounting policies require management to exercise significant judgment: Major Revenue-Generating Services and Revenue Recognition The Company’s revenues are derived primarily from investment advisory and incentive fees. Investment advisory and incentive fees are directly influenced by the level and mix of AUM as fees are derived from a contractually-determined percentage of thebalance of each account, as well as a percentage of the investment performance of certain accounts. Management fees from Investment Partnerships and offshore fundsare computed either monthly or quarterly, and amounts receivable are included in investment advisory fees receivable on the consolidated statements of financialcondition. These revenues vary depending upon the level of capital flows, financial market conditions, investment performance and the fee rates applicable to eachaccount. Incentive allocations or fees are generally recognized at the end of an annual measurement period and amounts receivable are included in investment advisory feesreceivable on the consolidated statements of financial condition. See Note 2, Significant Accounting Policies, in the consolidated financial statements for additional information. Investments in Securities Investments in securities are recorded at fair value in the consolidated statements of financial condition in accordance with U.S. GAAP. Securities transactions and anyrelated gains and losses are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the specific identified cost basis andare included in net gain/(loss) from investments on the consolidated statements of income. 17Table of Contents Management determines the appropriate classification of securities at the time of purchase. Government debt with maturities of greater than three months at the time ofpurchase are considered investments in debt securities. The Company's investments in debt securities are classified as trading securities. Securities sold, but not yet purchased are recorded on the trade date, and are stated at fair value and represent obligations of AC to purchase the securities at prevailingmarket prices. Therefore, the future satisfaction of such obligations may be for an amount greater or less than the amounts recorded on the consolidated statements offinancial condition. The ultimate gains or losses recognized are dependent upon the prices at which these securities are purchased to settle the obligations under thesales commitments. Unrealized gains and losses and realized gains and losses from covers of securities sold, not yet purchased transactions are included in netgain/(loss) from investments on the consolidated statements of income. Consolidation The Company assesses all entities with which it is involved for consolidation on a case by case basis depending on the specific facts and circumstances surroundingeach entity. Pursuant to the accounting guidance, the Company first evaluates whether it holds a variable interest in an entity. The Company considers all economicinterests, including proportionate interests through related parties, to determine if such interests are to be considered a variable interest. Fees paid to the Company thatare customary and commensurate with the level of services provided from entities in which the Company does not hold other economic interests in the entity are notconsidered as a variable interest. For any entity in which the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether it qualifies as avariable interest entity (“VIE”). A VIE is an entity in which either the equity investment at risk is not sufficient to permit the entity to finance its own activities withoutadditional financial support or the group of holders of the equity investment at risk lack certain characteristics of a controlling financial interest. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entityshould be consolidated. The Company evaluates consolidation on a case by case basis for those VIEs in which substantive kick-out rights have been granted to theunaffiliated investors to either dissolve the fund or remove the general partner. Under the variable interest entity model, the Company consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. TheCompany is determined to be the primary beneficiary when it has a controlling financial interest in the VIE, which is defined as possessing both (a) the power to directthe activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses of the VIE or the right to receive benefitsfrom the VIE that could potentially be significant to the VIE. If the Company alone is not considered to have a controlling financial interest in the VIE but the Companyand its related parties under common control in the aggregate have a controlling financial interest in the VIE, the Company will be deemed to be the primary beneficiary ifit is the party that is most closely associated with the VIE. When the Company and its related parties not under common control in the aggregate have a controllingfinancial interest in a VIE, the Company would be deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of theCompany. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion as required.Investments and redemptions (either by the Company, related parties of the Company or third parties) or amendments to the governing documents of the respectiveentity may affect an entity’s status as a VIE or the determination of the primary beneficiary. Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities (“VOEs”) under the voting interest model. The Company evaluates whetherthe entity should be evaluated under the guidance for partnerships and similar entities, or corporations, and consolidates those entities it controls through a majorityvoting interest or other means. If the Company is the general partner or managing member it generally will not be required to consolidate a VOE. The Company records noncontrolling interests in consolidated Investment Partnerships for which the Company’s ownership is less than 100%. See Note 5, Investment Partnerships and Other Entities in the consolidated financial statements for additional information. Investments in Partnerships and Affiliates The Company is general partner or co-general partner of various managed funds. We also have investments in unaffiliated partnerships, offshore funds and otherentities (collectively, “investments in partnerships and affiliates”). The Company accounts for its investments in partnerships and affiliates under the equity method.Substantially all of the Company’s equity method investees are entities that record their underlying investments at fair value and are included in investments inpartnerships in the consolidated statements of financial condition. Therefore, under the equity method of accounting, the Company’s share of the investee’s underlyingnet income predominantly represents fair value adjustments in the investments held by the equity method investees. The Company’s share of the investee’s underlyingnet income or loss is based upon the most currently available information and is recorded in net gain/(loss) from investments on the consolidated statements of income.Capital contributions are recorded as an increase in investments when payable, and withdrawals and distributions are recorded as reductions of the investments whenreceivable. Depending on the terms of the investment, the Company may be restricted as to the timing and amounts of withdrawals. 18Table of Contents Income Taxes For purposes of the preparation of the consolidated financial statements, the provision for income taxes is computed using the asset and liability method, which requiresthe recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements.Under this method deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and the reported amounts onthe consolidated financial statements using the statutory tax rates in effect for the year when the reported amount of the asset or liability is expected to be recovered orsettled, respectively. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes theenactment date. A valuation allowance is recorded to reduce the carrying values of deferred tax assets to the amount that is more likely than not to be realized. For eachtax position taken or expected to be taken in a tax return, the Company determines whether it is more likely than not that the position will be sustained upon examinationbased on the technical merits of the position, including resolution of any related appeals or litigation. A tax position that meets the more likely than not recognitionthreshold is measured to determine the amount of benefit to recognize. The tax position is measured at the largest amount of benefit that is greater than 50% likely ofbeing realized upon settlement. To the extent uncertain tax positions exist, the Company recognizes the accrual of interest on uncertain tax positions and penalties in theincome tax provision on the consolidated statements of income. Recent Accounting Developments See Note 2, Significant Accounting Policies – Recent Accounting Developments, in the consolidated financial statements. Seasonality and Inflation We do not believe that our operations are subject to significant seasonal fluctuations. We do not believe inflation will significantly affect our compensation costs, asthey are substantially variable in nature. The rate of inflation may affect certain other expenses, however, such as information technology and occupancy costs. To theextent inflation results in rising interest rates and has other effects upon the securities markets, it may adversely affect our financial position and results of operations byreducing our AUM, revenues or otherwise. ITEM 7A:QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Smaller reporting companies are not required to provide the information required by this item. 19Table of Contents ITEM 8:FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIESINDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID #34)21 Consolidated Financial Statements: Consolidated Statements of Income for the years ended December 31, 2023 and 202222Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 202223Consolidated Statements of Financial Condition at December 31, 2023 and 202224Consolidated Statements of Equity and Redeemable Noncontrolling Interests for the years ended December 31, 2023 and 202225Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 202227Notes to Consolidated Financial Statements: 1. Organization292. Significant Accounting Policies303. Revenue374. Investments in Securities375. Investments in Partnerships and Other Entities386. Fair Value427. Income Taxes448. Earnings per Share469. Related Party Transactions4610. Equity4811. Retirement Plan4912. Guarantees, Contingencies, and Commitments4913. Shareholder Designated Contribution Plan5014. Subsequent Events50 All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission that are not required under the relatedinstructions or are inapplicable have been omitted. 20Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Associated Capital Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial condition of Associated Capital Group, Inc. and subsidiaries (the "Company") as of December31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows, for each of the two years in the periodended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in allmaterial respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two yearsin the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statementsbased on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to beindependent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and ExchangeCommission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged toperform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financialreporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express nosuch opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performingprocedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financialstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overallpresentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the auditcommittee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complexjudgments. We determined that there are no critical audit matters. /s/ Deloitte & Touche, LLP Stamford, Connecticut March 21, 2024We have served as the Company’s auditor since 2015. 21Table of Contents ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME(Dollars in thousands, except per share data) Year Ended December 31, 2023 2022 Revenues Investment advisory and incentive fees $12,324 $14,801 Other revenues 359 427 Total revenues 12,683 15,228 Expenses Compensation 17,246 18,883 Management fee 5,446 - Other operating expenses 6,938 7,607 Total expenses 29,630 26,490 Operating loss (16,947) (11,262)Other income/(expense) Net gain/(loss) from investments 43,033 (56,513)Interest and dividend income 25,258 10,653 Interest expense (462) (216)Shareholder-designated contribution (4,017) (3,127)Total other income/(expense), net 63,812 (49,203)Income/(loss) before income taxes 46,865 (60,465)Income tax expense/(benefit) 9,137 (14,943)Income/(loss) before noncontrolling interests 37,728 (45,522)Income attributable to noncontrolling interests 277 3,385 Net income/(loss) attributable to Associated Capital Group, Inc.'s shareholders $37,451 $(48,907) Net income/(loss) per share attributable to Associated Capital Group, Inc.'s shareholders: Basic $1.72 $(2.22)Diluted $1.72 $(2.22) Weighted average shares outstanding: Basic 21,771 22,024 Diluted 21,771 22,024 Actual shares outstanding 21,538 21,990 See accompanying notes. 22Table of Contents ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Dollars in thousands) Year Ended December 31, 2023 2022 Net income/(loss) before noncontrolling interests $37,728 $(45,522)Less: Comprehensive income attributable to noncontrolling interests 277 3,385 Comprehensive income/(loss) attributable to Associated Capital Group, Inc. $37,451 $(48,907) See accompanying notes. 23Table of Contents ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF FINANCIAL CONDITION(Dollars in thousands, except per share data) December 31, December 31, ASSETS 2023 2022 Cash and cash equivalents (includes U.S. Treasury Bills with maturities of 3 months or less) $317,487 $218,462 Investments in U.S. Treasury Bills with maturities greater than 3 months 89,155 186,001 Investments in equity securities (includes GAMCO stock with a value of $45.6 million and $36.7 million, respectively) 196,583 195,585 Investments in affiliated registered investment companies 126,751 126,210 Investments in partnerships 142,974 150,498 Receivable from brokers 16,005 12,072 Receivable from brokers (cash held for real estate purchase) 14,263 - Investment advisory fees receivable 4,711 3,807 Receivable from affiliates 876 2,517 Income taxes receivable, including deferred tax assets, net 8,474 10,320 Goodwill 3,519 3,519 Other assets 22,999 18,699 Total assets $943,797 $927,690 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY Payable to brokers $4,459 $7,784 Compensation payable 15,169 13,936 Securities sold, not yet purchased 5,918 2,874 Accrued expenses and other liabilities 5,173 2,707 Total liabilities 30,719 27,301 Redeemable noncontrolling interests 6,103 10,193 Commitments and contingencies (Note 12) Equity: Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding - - Class A Common Stock, $0.001 par value; 100,000,000 shares authorized; 6,641,601 and 6,629,254 shares issued;2,587,036 and 3,027,541 shares outstanding, respectively 6 6 Class B Common Stock, $0.001 par value; 100,000,000 shares authorized; 19,196,792 shares issued; 18,950,571 and18,962,754 outstanding, respectively 19 19 Additional paid-in capital 999,047 999,047 Retained earnings 48,231 15,126 Treasury stock, at cost (4,054,565 and 3,601,877 shares, respectively) (140,328) (124,002)Total equity 906,975 890,196 Total liabilities, redeemable noncontrolling interests and equity $943,797 $927,690 As of December 31, 2023 and 2022, certain balances include amounts related to a consolidated variable interest entity (“VIE”) and voting interest entity ("VOE"), seeNote 5. See accompanying notes. 24Table of Contents ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Dollars in thousands)For the year ended December 31, 2023 Additional Redeemable Common Retained Paid-in Treasury Total Noncontrolling Stock Earnings Capital Stock Equity Interests Balance at December 31, 2022 $25 $15,126 $999,047 $(124,002) $890,196 $10,193 Redemptions of noncontrolling interests - - - - - (3,228)Net income/(loss) - 17,754 - - 17,754 268 Purchases of treasury stock - - - (1,949) (1,949) - Balance at March 31, 2023 $25 $32,880 $999,047 $(125,951) $906,001 $7,233 Redemptions of noncontrolling interests - - - - - (76)Net income/(loss) - 3,371 - - 3,371 (71)Dividends declared ($0.10 per share) - (2,188) - - (2,188) - Purchases of treasury stock - - - (7,617) (7,617) - Balance at June 30, 2023 $25 $34,063 $999,047 $(133,568) $899,567 $7,086 Redemptions of noncontrolling interests - - - - - (76)Net income/(loss) - (16) - - (16) 123 Purchases of treasury stock - - - (3,815) (3,815) - Balance at September 30, 2023 $25 $34,047 $999,047 $(137,383) $895,736 $7,133 Redemptions of noncontrolling interests - - - - - (987)Net income/(loss) - 16,342 - - 16,342 (43)Dividends declared ($0.10 per share) - (2,158) - - (2,158) - Purchases of treasury stock - - - (2,945) (2,945) - Balance at December 31, 2023 $25 $48,231 $999,047 $(140,328) $906,975 $6,103 See accompanying notes. 25Table of Contents ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Dollars in thousands)For the year ended December 31, 2022 Associated Capital Group, Inc. shareholders Additional Redeemable Common Retained Paid-in Treasury Noncontrolling Total Noncontrolling Stock Earnings Capital Stock Total Interests Equity Interests Balance at December 31, 2021 $25 $68,435 $990,069 $(121,427) $937,102 $(1,756) $935,346 $202,456 Redemptions of noncontrollinginterests - - - - - - - (486)Net income/(loss) - (16,186) - - (16,186) 197 (15,989) 2,484 Purchases of treasury stock - - - (293) (293) - (293) - Accretion of redeemablenoncontrolling interest - - (584) - (584) (292) (876) 876 Other changes to redeemablenoncontrolling interests - - - - - - - (10)Balance at March 31, 2022 $25 $52,249 $989,485 $(121,720) $920,039 $(1,851) $918,188 $205,320 Redemptions of noncontrollinginterests - - - - - - - (486)Net income/(loss) - (29,887) - - (29,887) 83 (29,804) (288)Dividends declared ($0.10 per share) - (2,203) - - (2,203) - (2,203) - Purchases of treasury stock - - - (1,317) (1,317) - (1,317) - Accretion of redeemablenoncontrolling interest - - 662 - 662 331 993 (993)Other changes to redeemablenoncontrolling interests - - - - - - - (226)Balance at June 30, 2022 $25 $20,159 $990,147 $(123,037) $887,294 $(1,437) $885,857 $203,327 Redemptions of noncontrollinginterests - - - - - - - (29,001)Net income/(loss) - (16,498) - - (16,498) - (16,498) 494 Purchases of treasury stock - - - (441) (441) - (441) - Reversal of accretion of redeemablenoncontrolling interest - - 8,900 - 8,900 4,305 13,205 (13,205)Effect of deconsolidation - - - - - (2,868) (2,868) (152,100)Other changes to redeemablenoncontrolling interests - - - - - - - 263 Balance at September 30, 2022 $25 $3,661 $999,047 $(123,478) $879,255 $- $879,255 $9,778 Net income/(loss) - 13,664 - - 13,664 - 13,664 415 Dividends declared ($0.10 per share) - (2,199) - - (2,199) - (2,199) - Purchases of treasury stock - - - (524) (524) - (524) - Balance at December 31, 2022 $25 $15,126 $999,047 $(124,002) $890,196 $- $890,196 $10,193 See accompanying notes. 26Table of Contents ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars in thousands) Year Ended December 31, 2023 2022 Operating activities Net income/(loss) $37,728 $(45,522)Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: Equity in net (gains)/losses from partnerships (5,502) 1,895 Depreciation and amortization 360 341 Deferred income taxes (914) (14,211)Donated securities 1,158 711 Unrealized (gains)/losses on securities (30,494) 64,078 Loss on deconsolidation of subsidiary - 3,634 Realized gains on sales of securities (3,964) (12,846)(Increase)/decrease in assets: Investments in trading securities 125,899 (92,484)Investments in partnerships: Contributions to partnerships (3,590) (7,510)Distributions from partnerships 16,616 10,643 Receivable from affiliates 1,641 2,511 Receivable from brokers 8,567 23,667 Investment advisory fees receivable (904) 4,462 Income taxes receivable 2,760 (2,644)Other assets (4,660) 2,609 Increase/(decrease) in liabilities: Payable to brokers (3,325) (1,555)Income taxes payable - (2,040)Compensation payable 1,233 (5,794)Accrued expenses and other liabilities 2,466 (497)Total adjustments 107,347 (25,030)Net cash provided by/(used in) operating activities 145,075 (70,552) Investing activities Purchases of securities (1,486) (8,462)Proceeds from sales of securities 5,975 2,940 Return of capital on securities 1,263 2,329 Deconsolidation of subsidiary cash - (1,471)Proceeds from maturities of debt securities held to maturity - 5,066 Net cash provided by investing activities $5,752 $402 27Table of Contents ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS (continued)(Dollars in thousands) Year Ended December 31, 2023 2022 Financing activities Dividends paid $(4,346) $(4,402)Purchases of treasury stock (16,326) (2,575)Redemptions of redeemable noncontrolling interests (4,367) (30,198)Net cash used in financing activities (25,039) (37,175)Net increase/(decrease) in cash, cash equivalents and restricted cash 125,788 (107,325)Cash, cash equivalents and restricted cash at beginning of period 221,269 328,594 Cash, cash equivalents and restricted cash at end of period $347,057 $221,269 Supplemental disclosures of cash flow information: Cash paid for interest $462 $216 Cash paid for taxes $7,200 $4,024 Reconciliation of Cash, cash equivalents and restricted cash at end of period: Cash and cash equivalents $317,487 $218,462 Cash held for real estate purchase included in receivable from brokers 14,263 - Restricted cash included in receivable from brokers 7,866 2,807 Cash included in receivable from brokers 7,441 - Cash, cash equivalents and restricted cash $347,057 $221,269 Non-cash activity: -For 2022, the Company deconsolidated certain subsidiaries which resulted in a reduction of $176.9 million of assets, $7.4 million of liabilities and $165.0 millionof Redeemable noncontrolling interests. The deconsolidated assets are almost entirely attributable to $175.4 million of Investments in marketable securities heldin trust and $1.5 million of cash held by The PMV Entities (as defined in Note 1), the latter of which is reflected as an Investing outflow. The deconsolidatedliabilities are almost entirely attributable to $6.1 million Deferred underwriting fee payable, and $0.9 million of PMV warrant liability. As a result ofdeconsolidation, $9.9 million of Investments in securities and $1.0 million of Investments in partnerships, which were previously eliminated in consolidation,were recognized in the consolidated statement of financial condition (see Note 5). See accompanying notes. 28Table of Contents 1. Organization Unless we have indicated otherwise, or the context otherwise requires, references in this report to “Associated Capital Group, Inc.,” “AC Group,” “the Company,” “AC,”“we,” “us” and “our” or similar terms are to Associated Capital Group, Inc., its predecessors and its subsidiaries. We are a Delaware corporation that provides alternative investment management, and we derive investment income/(loss) from proprietary investment of cash and otherassets in our operating business. Our proprietary portfolio of cash and investments will be used to invest primarily in funds that we will manage, provide seed capital fornew products, expand our geographic presence, develop new markets and pursue strategic acquisitions and alliances. GCIA and its wholly-owned subsidiary, Gabelli & Partners, LLC (“Gabelli & Partners”), collectively serve as general partners or investment managers to investmentfunds, including limited partnerships and offshore companies (collectively, “Investment Partnerships”), and separate accounts. We primarily manage assets across arange of risk and event arbitrage portfolios and in equity event-driven value strategies. The businesses earn management and incentive fees from their advisoryactivities. Management fees are largely based on a percentage of assets under management. Incentive fees are based on a percentage of the investment returns ofcertain clients’ portfolios. GCIA is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, asamended (the “Advisers Act”). PMV Consumer Acquisition Corp. PMV Consumer Acquisition Corp. (“PMV”, or “PMV SPAC”), a special purpose acquisition corporation, and its sponsor, PMV Consumer Acquisition HoldingCompany, LLC ("Sponsor", collectively "The PMV Entities") were previously consolidated in the financial statements of AC because AC had a controlling financialinterest in these entities through AC's 100% ownership of the manager of the Sponsor. Commencing in August 2022, as a result of management and organizationalrestructuring negotiations at the Sponsor to extend the life of PMV, AC no longer controlled the manager of the Sponsor and thus no longer controlled The PMVEntities. As a result, The PMV Entities were deconsolidated from the financial statements in August 2022, see Note 5 for further discussion. AC Spin-off On November 30, 2015, GAMCO Investors, Inc. (“GAMCO” or “GAMI”) distributed all the outstanding shares of each class of AC common stock on a pro rata one-for-one basis to the holders of each class of GAMCO’s common stock (the “Spin-off”). As part of the Spin-off, AC received 4,393,055 shares of GAMCO Class A common stock for $150 million. The Company held 2,386,295 and 2,407,000 shares as ofDecember 31, 2023 and 2022, respectively. 29Table of Contents 2. Significant Accounting Policies Consolidated Financial Statements All intercompany transactions and balances have been eliminated. Subsidiaries are fully consolidated from the date the Company obtains control and continue to beconsolidated until the date that such control ceases. The Company’s principal market is in the United States. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requiresmanagement to make estimates and assumptions that affect the amounts reported on the consolidated financial statements and accompanying notes. Actual resultscould differ from those estimates. Cash Equivalents Cash equivalents primarily consist of an affiliated money market mutual fund which is highly liquid. U.S. Treasury Bills with maturities of three months or less at the timeof purchase are also considered cash equivalents. Investments in Securities Securities owned are recorded at fair value in the statements of financial condition with any unrealized gains or losses reported in current period earnings in netgain/(loss) from investments on the consolidated statements of income. Securities transactions and any related gains and losses are recorded on a trade date basis.Realized gains and losses from securities transactions are recorded on the specific identified cost basis and are included in net gain/(loss) from investments on theconsolidated statements of income. Management determines the appropriate classification of debt securities at the time of purchase. Government debt securities with maturities of greater than three monthsat the time of purchase are considered investments in debt securities. The Company's investments in debt securities are classified as trading securities. Investments in securities are reflected in U.S. Treasury Bills, investments in equity securities and investments in affiliated registered investment companies on theconsolidated statements of financial condition. Securities sold, but not yet purchased are recorded on the trade date, and are stated at fair value and represent obligations of AC to purchase the securities at prevailingmarket prices. Therefore, the future satisfaction of such obligations may be for an amount greater or less than the amounts recorded on the consolidated statements offinancial condition. The ultimate gains or losses recognized are dependent upon the prices at which these securities are purchased to settle the obligations under thesales commitments. Unrealized gains and losses and realized gains and losses from covers of securities sold, not yet purchased transactions are included in netgain/(loss) from investments on the consolidated statements of income. Fair Value of Financial Instruments The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with the guidance on fair valuemeasurement. The levels of the fair value hierarchy and their applicability to the Company are described below: •Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the reporting date. Level 1 assets include cash equivalents,government obligations, open-end mutual funds, closed-end funds and equities. •Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputsinclude quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities that are not active and inputsother than quoted prices that are observable for the asset or liability such as interest rates and yield curves that are observable at commonly-quoted intervals.Assets included in this category are over-the-counter derivatives that have valuation inputs that can generally be corroborated by observable market data. •Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Assetsin this category generally include equities that trade infrequently and direct private equity investments. 30Table of Contents In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy in whichthe fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. TheCompany’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the assetor liability. The availability of observable inputs can vary from instrument to instrument and is affected by a wide variety of factors, including, for example, the type of instrument,whether the instrument is new and not yet established in the marketplace, and other characteristics particular to the instrument. To the extent that valuation is based onmodels or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgmentexercised by the Company in determining fair value is greatest for instruments categorized as Level 3. In the absence of a closing price, an average of the bid and ask price is used. Bid prices reflect the highest price that market participants are willing to pay for an asset.Ask prices represent the lowest price that market participants are willing to accept for an asset. Cash equivalents—Cash equivalents primarily consist of short-term Treasury Bills with maturities of three months or less at the time of purchase and an affiliated moneymarket mutual fund, which is invested solely in U.S. Treasury securities and is highly liquid. Other cash equivalents are valued using unadjusted quoted market prices.Accordingly, cash equivalents are categorized in Level 1 of the fair value hierarchy. Investments in securities—Investments in securities and securities sold, not yet purchased are generally valued based on quoted prices from an exchange or anactive dealer market. To the extent these securities are actively traded, valuation adjustments are not applied, and they are categorized in Level 1 of the fair valuehierarchy. Securities categorized as Level 2 investments are valued using other observable inputs. Nonpublic and infrequently traded investments are included in Level3 of the fair value hierarchy because significant inputs to measure fair value are unobservable. Receivables from Affiliates and Payables to Affiliates Receivables from affiliates consist primarily of sub-advisory fees due from Gabelli Funds, LLC, a subsidiary of GAMCO. Payables to affiliates primarily consist ofexpenses paid by affiliates on behalf of the Company pursuant to a transitional services agreement with GAMCO entered into in connection with the AC Spin-off. Receivables from and Payables to Brokers Receivables from and payables to brokers consist of amounts related to purchases and sales of securities, restricted cash held on deposit, cash held at broker inanticipation of a real estate purchase and cash amounts held in anticipation of investment. 31Table of Contents Consolidation The Company assesses all entities with which it is involved for consolidation on a case by case basis depending on the specific facts and circumstances surroundingeach entity. Pursuant to the accounting guidance, the Company first evaluates whether it holds a variable interest in an entity. The Company considers all economicinterests, including proportionate interests through related parties, to determine if such interests are considered a variable interest. Fees paid to the Company that arecustomary and commensurate with the level of services provided from entities in which the Company does not hold more than an insignificant economic interest are notconsidered as a variable interest. For any entity in which the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether it qualifies as avariable interest entity (“VIE”). A VIE is an entity in which either the equity investment at risk is not sufficient to permit the entity to finance its own activities withoutadditional financial support or the group of holders of the equity investment at risk lack certain characteristics of a controlling financial interest. The granting ofsubstantive kick-out or participating rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entityshould be consolidated. The Company evaluates for consolidation on a case by case basis those entities in which substantive kick-out or participating rights have beengranted to the unaffiliated investors to either dissolve the fund or remove the general partner. Under the variable interest entity model, the Company consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. TheCompany is determined to be the primary beneficiary when it has a controlling financial interest in the VIE, which is defined as possessing both (i) the power to directthe activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefitsfrom the VIE that could potentially be significant to the VIE. When the Company alone is not considered to have a controlling financial interest in the VIE but theCompany and its related parties under common control in the aggregate have a controlling financial interest in the VIE, the Company will be deemed the primarybeneficiary if it is the party that is most closely associated with the VIE. When the Company and its related parties not under common control in the aggregate have acontrolling financial interest in the VIE, the Company would be deemed to be the primary beneficiary if substantially all the activities of the entity are performed onbehalf of the Company. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion as required.Investments and redemptions (either by the Company, related parties or third parties) or amendments to the governing documents of the respective entity may affect anentity’s status as a VIE or the determination of the primary beneficiary. Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities (“VOEs”) under the voting interest model. The Company evaluates whetherthe entity should be evaluated under the guidance for partnerships and similar entities, or corporations, and consolidates those entities it controls through a majorityvoting interest or other means. If the Company is the general partner or managing member it generally will not be required to consolidate a VOE. The Company records noncontrolling interests in consolidated entities for which the Company’s ownership is less than 100%. Refer to Noncontrolling Interests belowfor additional information. Investments in Partnerships The Company is general partner or co-general partner of various affiliated entities. We also have investments in unaffiliated partnerships, offshore funds and otherentities (collectively, “unaffiliated entities”). Given that we are not a general partner or investment manager in any unaffiliated entity, we neither earn any management orincentive fees nor have a controlling financial interest in such entity. We do not consolidate any unaffiliated entity. The financial statement caption investments in partnerships, in the consolidated statements of financial condition, includes investments in both affiliated andunaffiliated entities. The Company accounts for its investments in partnerships and affiliates under the equity method. Substantially all of the Company’s equity method investees areentities that record their underlying investments at fair value. Therefore, under the equity method of accounting, the Company’s share of the investee’s underlying netincome predominantly represents fair value adjustments in the investments held by the equity method investees. The Company’s share of the investee’s underlying netincome or loss is based upon the most currently available information and is recorded in net gain/(loss) from investments on the consolidated statements of income.Capital contributions are recorded as an increase in investments when payable, and withdrawals and distributions are recorded as reductions of the investments whenreceivable. Prepaid capital contributions and distributions receivable are included in other assets in the consolidated statements of financial condition. Depending onthe terms of the investment, the Company may be restricted as to the timing and amounts of withdrawals. Derivative Financial Instruments The Company recognizes all derivatives as either assets or liabilities measured at fair value and includes such derivatives in either investments in securities or securitiessold, not yet purchased on the consolidated statements of financial condition. From time to time, the Company will enter into hedging transactions to manage itsexposure to foreign currencies or equity prices related to its proprietary investments. These transactions are not designated as hedges for accounting purposes, andchanges in fair values of these derivatives are included in net gain/(loss) from investments on the consolidated statements of income. 32Table of Contents Major Revenue-Generating Services and Revenue Recognition The Company’s revenues are derived primarily from investment advisory and incentive fees. Investment advisory and incentive fees are directly influenced by the level and mix of AUM as fees are derived from a contractually-determined percentage of thebalance of each account as well as a percentage of the investment performance of certain accounts. Management fees from Investment Partnerships and offshore fundsare computed either monthly or quarterly, and amounts receivable are included in investment advisory fees receivable on the consolidated statements of financialcondition. These revenues vary depending upon the level of capital flows, financial market conditions, investment performance and the fee rates applicable to eachaccount. Incentive allocations or fees are generally recognized at the end of an annual measurement period and amounts receivable are included in investment advisory feesreceivable on the consolidated statements of financial condition. The Company’s major revenue sources are as follows: Investment advisory and incentive fees. The Company and its subsidiaries act as general partner, investment manager or sub-advisor to investment funds and/orseparately managed accounts of institutional investors (e.g., corporate pension plans). The fees that are paid to the Company are set forth in the offering documents forthe investment fund or the separately managed account agreement. Investment advisory and incentive fee revenue consists of: a)Asset-based advisory fees – The Company receives a management fee, payable monthly in advance based on value of the net assets of the client. It isgenerally set at a rate of 1%-1.5% per annum. Asset-based management fee revenue is recognized as the services are performed over the period. b)Performance-based advisory fees – Certain client contracts call for additional fees and or allocations of income tied to a certain percentage, generally 15%-20%,of the investment performance of the account over a measurement period, typically the calendar year. In addition, the contracts provide that performance-basedfees or allocations become fixed in the event of an investor redemption prior to the end of the measurement period. In the event that an account suffers a loss inone period, it must be recovered before incentive fees are earned by the Company; this is commonly referred to as a “high water mark” provision. While theCompany’s performance obligation is satisfied over time, the Company does not recognize performance-based fees until the end of the measurement period orthe time of the investor redemption when the uncertainty surrounding the amount of the variable consideration is resolved. c)Sub-advisory fees – Pursuant to agreements with other investment advisors, the Company receives a percentage of advisory fees received by such advisorsfrom certain of their investment fund clients. These fees may be either asset- or performance-based. In addition, they may be subject to reduction by certainexpenses as set forth in the respective agreements. Sub-advisory fee revenue which is asset-based is recognized ratably as the services are performed over therelevant contractual performance period. Sub-advisory fee revenue which is performance-based is recognized only when it becomes fixed and not subject toadjustment. Amounts receivable are included in receivable from affiliates in the consolidated statements of financial condition. The Company reserves the right to waive or reduce asset-based and performance-based fees with respect to certain investors in the investment funds, which mayinclude investments by employees and other related parties. Advisory and incentive fees payable by investment funds are typically approved by third-partyadministrators and paid directly from the accounts’ assets. Such fees attributable to separate accounts may be subject to review and approval by the client and may bepaid either from the accounts’ assets or directly by the client. Our advisory fee revenues are influenced by both the amount of AUM and the investment performance of our products. An overall decline in the prices of securitiesmay cause our advisory fees to decline by either causing the value of our AUM to decrease or causing our clients to withdraw funds in favor of investments theyperceive to offer greater opportunity or lower risk. Similarly, success in the investment management business is dependent on investment performance as well asdistribution and client services. Good performance can stimulate sales of our investment products and tends to keep withdrawals and redemptions low, which generateshigher asset-based management fees. Conversely, poor performance, both in absolute terms and/or relative to peers and industry benchmarks, tends to result indecreased sales, increased withdrawals and redemptions and in the loss of clients, with corresponding decreases in revenues to us. 33Table of Contents Fixed Assets and Depreciation Fixed assets are recorded at cost and depreciated using the straight-line method over their estimated useful lives of four to thirty-nine years and are included in otherassets on the consolidated statements of financial condition. Fixed assets as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Buildings $17,748 $17,748 Equipment 217 207 Total 17,965 17,955 Less: accumulated depreciation (1,462) (1,102)Net book value $16,503 $16,853 Allocated Expenses The Company is charged or incurs certain overhead expenses that are paid by, or paid on our behalf by, other affiliates and are included in other operating expenses onthe consolidated statements of income. These overhead expenses primarily relate to centralized functions, including finance and accounting, legal, compliance, treasury,tax, internal audit, information technology, human resources and risk management. These overhead expenses are allocated to the Company by other affiliates (primarilyGAMCO) or allocated by the Company to other affiliates as the expenses are incurred, based upon direct usage when identifiable, or by revenue, headcount, space orother allocation methodologies periodically reviewed by the management of the Company and the affiliates. The compensation expense and related payroll taxes and benefits of certain employees that provide services to both AC and affiliates are allocated based upon therelative time each employee devotes to each affiliate. These allocated compensation expenses are included in compensation on the consolidated statements of income. All of the allocations and estimates in the financial statements are based on assumptions that management of AC believes are reasonable. However, these allocationsmay not be indicative of the actual expenses we would have incurred or may incur in the future. Management Fee Management fee expense in the amount of 10% of the aggregate pre-tax profits, before consideration of this fee and before consideration of the income attributable toconsolidated funds and partnerships, is paid to the Executive Chair or his designees in accordance with his employment agreement. Stock-Based Compensation From time to time, the Company’s Board of Directors approves grants of Phantom Restricted Stock awards (“Phantom RSAs”). The Phantom RSAs are settled by a cashpayment, net of applicable withholding tax, on the vesting dates. In addition, an amount equivalent to the cumulative dividends declared on shares of the Company’sClass A common stock during the vesting period will be paid to participants on vesting. The Phantom RSAs are accounted for as a liability because cash settlement is required and compensation will be recognized over the vesting period. The Companyamortizes each award based on the applicable vesting period. In determining the compensation expense to be recognized each period, the Company will remeasure thefair value of the liability at each reporting date taking into account the remaining vesting period attributable to each award and the current market value of theCompany’s Class A stock. In making these determinations, the Company will consider the impact of Phantom RSAs that have been forfeited prior to vesting (e.g., due toan employee termination). The Company has elected to consider forfeitures as they occur. Goodwill Goodwill is initially measured as the excess of the cost of an acquired business over the sum of the fair value assigned to assets acquired less the liabilities assumed.Goodwill is tested for impairment at least annually on November 30th and whenever certain triggering events are met. In assessing the recoverability of goodwill as ofNovember 30, 2023 and 2022, we performed a qualitative assessment of whether it was more likely than not that an impairment had occurred and concluded that aquantitative analysis was not required. As such, no impairment was recorded during 2023 or 2022. 34Table of Contents Income Taxes For purposes of the preparation of the consolidated financial statements, the provision for income taxes is computed using the asset and liability method, which requiresthe recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements.Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities usingenacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities isrecognized in income tax expense/benefit in the period that includes the enactment date of the change in tax rate. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. A valuation allowance would berecorded to reduce the carrying value of deferred tax assets to the amount that is more likely than not to be realized. In making such a determination of whether avaluation allowance is necessary, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporarydifferences, projected future taxable income, tax-planning strategies, and results of recent operations. In the event the Company were to determine that the Companywould be able to realize the Company’s deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to thedeferred tax asset valuation allowance, which would reduce the provision for income taxes. For uncertain tax positions the Company first determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of theposition. For those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes the accrual of interest on uncertain tax positions and penaltiesin income tax provision on the consolidated statements of income. Uncertain tax positions and accrued interest and penalties on those uncertain tax positions, if any, areincluded within accrued expenses and other liabilities on the consolidated statements of financial condition. Redeemable Noncontrolling Interests Noncontrolling interests in Investment Partnerships or other entities that are redeemable at the option of the holder are classified as redeemable noncontrolling interestsin the mezzanine section of the consolidated statements of financial condition between liabilities and equity and are measured at their redemption values at the end ofeach period. For the years ended December 31, 2023 and 2022, net income attributable to noncontrolling interests on the consolidated statements of income represents the share ofnet income/(loss) attributable to third-party investors in consolidated entities based on relative ownership. 35Table of Contents Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and receivables from brokers.The Company maintains cash and cash equivalents primarily in the Gabelli U.S. Treasury Money Market Fund, which invests fully in instruments issued by the U.S.government. Receivables from brokers and financial institutions can exceed the federally insured limit. The concentration of credit risk with respect to advisory fees andincentive fees, which are included in investment advisory fees receivable and receivables from affiliates on the consolidated statements of financial condition, isgenerally limited due to the short payment terms extended to clients by the Company. All investments in securities are held at third party brokers or custodians. Business Segment The Company operates in one business segment. The Company’s chief operating decision maker reviews the Company’s financial performance at an aggregate level. Recent Accounting Developments In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require disclosure of specificcategories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of incometaxes paid for individually significant jurisdictions. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We arecurrently evaluating the impact that this guidance will have on the disclosures within our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements. The new standard willrequire enhanced disclosures about a public company's significant segment expenses and more timely and detailed segment information reporting throughout the fiscalperiod, including for companies with a single reportable segment. The standard is effective for annual periods beginning after December 15, 2023 and interim periodsbeginning after December 15, 2024, and early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statementsand related disclosures. In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which requires an organization tomeasure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportableforecasts. Previously U.S. GAAP required an “incurred loss” methodology that delayed recognition until it was probable a loss had been incurred. Under ASU 2016-13,the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected. The Statement ofIncome will reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses thathave taken place during the period. In November 2019, the FASB issued ASU 2019-10, which deferred the effective date of this guidance for smaller reporting companiesfor three years. This guidance was effective for the Company on January 1, 2023. We adopted this standard on January 1, 2023 and the adoption of this standard did nothave a material impact on our financial condition or results of operations. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other, to simplify the process used to test for impairment of goodwill. Under the newstandard, an impairment loss must be recognized in an amount equal to the excess of the carrying amount of a reporting unit over its fair value, limited to the totalamount of goodwill allocated to that reporting unit. As a smaller reporting company pursuant to ASU 2019-10, the ASU was effective for the Company on January 1,2023. We adopted this standard on January 1, 2023 and the adoption of this standard did not have a material impact on our financial condition or results of operations. 36Table of Contents 3. Revenue The Company’s revenue is accounted for as contracts with customers, and the timing of revenue recognition is based on the Company’s analysis of the provisions ofeach respective contract. Depending upon the specific terms, revenue may be recognized over time or at a point in time. Modifications to contracts may affect the timingof the satisfaction of performance obligations, the determination of the transaction price, and the allocation of the price to performance obligations, any of which mayimpact the timing of the recognition of the related revenue. Total revenues by type were as follows for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Investment advisory and incentive fees Asset-based advisory fees $5,120 $5,178 Performance-based advisory fees 3,462 2,544 Sub-advisory fees 3,742 7,079 Sub-total 12,324 14,801 Other Miscellaneous 359 427 Total $12,683 $15,228 4. Investments in Securities Investments in securities at December 31, 2023 and 2022, consisted of the following (in thousands): December 31, 2023 December 31, 2022 Cost Fair Value Cost Fair Value Debt - Trading Securities: U.S. Treasury Bills $88,300 $89,155 $184,636 $186,001 Equity Securities: Common stocks 198,269 191,346 221,794 189,977 Mutual funds 566 1,186 539 906 Other investments 5,166 4,051 6,364 4,702 Total investments in equity securities 204,001 196,583 228,697 195,585 Total investments in securities $292,301 $285,738 $413,333 $381,586 During the year ended December 31, 2022, the Company received proceeds of $5.1 million from the exercise of a put option on its investment in 2-Year Puttable andCallable Subordinated Notes due 2023 issued as part of a 2021 special dividend from on GAMCO's Class A Common Stock and Class B Common Stock. The exercise ofthe put option was determined to occur at the instrument's maturity date and no gain or loss was recognized. 37Table of Contents Securities sold, not yet purchased at December 31, 2023 and 2022, consisted of the following (in thousands): December 31, 2023 December 31, 2022 Cost Fair Value Cost Fair Value Common stocks $5,227 $5,035 $2,918 $2,509 Other investments 631 883 499 365 Total securities sold, not yet purchased $5,858 $5,918 $3,417 $2,874 Investments in affiliated registered investment companies at December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 December 31, 2022 Cost Fair Value Cost Fair Value Closed-end funds $39,680 $53,048 $45,029 $56,772 Mutual funds 50,136 73,703 50,224 69,438 Total investments in affiliated registered investment companies $89,816 $126,751 $95,253 $126,210 5. Investment Partnerships and Other Entities The Company is general partner or co-general partner of various affiliated entities whose underlying assets consist primarily of marketable securities (“AffiliatedEntities”). The Company had investments in Affiliated Entities totaling $107.4 million and $114.7 million at December 31, 2023 and 2022, respectively. We also hadinvestments in unaffiliated partnerships, offshore funds and other entities of $35.6 and $35.8 million at December 31, 2023 and 2022, respectively (“Unaffiliated Entities”).We evaluate each entity to determine its appropriate accounting treatment and disclosure. Certain of the Affiliated Entities, and none of the Unaffiliated Entities, areconsolidated. Investments in partnerships that are not required to be consolidated are accounted for using the equity method and are included in investments in partnerships on theconsolidated statements of financial condition. The Company reflects the equity in earnings of these Affiliated Entities and Unaffiliated Entities as net gain/(loss) frominvestments on the consolidated statements of income. Capital may generally be redeemed from Affiliated Entities on a monthly basis upon adequate notice as determined in the sole discretion of each entity’s investmentmanager. Capital invested in Unaffiliated Entities may generally be redeemed at various intervals ranging from monthly to annually upon notice of 30 to 95 days. CertainUnaffiliated Entities and Affiliated Entities may require a minimum investment period before capital can be voluntarily redeemed (a “Lockup Period”). No investment inan Unaffiliated Entity has an unexpired Lockup Period. The Company has no outstanding capital commitments to any Affiliated or Unaffiliated Entity. 38Table of Contents PMV Consumer Acquisition Corp. Commencing in August 2022, as a result of management and organizational restructuring negotiations at the Sponsor to extend the life of PMV, AC no longer controlledthe manager of the Sponsor and thus no longer controlled The PMV Entities. As a result, The PMV Entities were deconsolidated from the financial statements and a lossof $3.6 million was recognized and recorded in Net gain/(loss) from investments in the consolidated statements of income. The loss represents the difference betweenthe carrying value and fair value of our remaining interest as of the transaction date. We accounted for our remaining interest in PMV (comprising 1 million shares of Class A common stock and 500,000 public warrants) at fair value. The initial fair value ofthese investments was $9.9 million based on the respective closing prices of both instruments on the transaction date. Our investments in Class A common stock andpublic warrants were recorded in Investments in equity securities in the condensed consolidated statements of financial condition and related earnings or loss fromsubsequent changes in fair value recognized in Net gain/(loss) from investments in the consolidated statements of income. On December 27, 2022, our 1 million shares ofClass A common stock were redeemed in full at $10.10 per share. We have continuing involvement with PMV through our ownership of the 500,000 public warrants. We accounted for our remaining interest in the Sponsor (comprising our original $4.0 million investment) under the equity method. The initial fair value was $1.0 millionwhich was valued using the market approach. Our investment is recorded in Investments in partnerships in the consolidated statements of financial condition andrelated earnings or loss from our share of the underlying net income or loss will be recognized in Net gain/(loss) from investments in the consolidated statements ofincome. We have continuing involvement with the Sponsor through our ownership interest. Prior to August 2022, AC consolidated the assets, liabilities and the results of operations of both PMV and Sponsor because AC had a controlling financial interest inthese entities through AC's 100% ownership of the manager of the Sponsor. AC determined that the Sponsor was a variable interest entity (VIE) and that AC was theprimary beneficiary and therefore consolidated the assets and liabilities and results of operations of the Sponsor. In addition, AC determined that PMV was a VIE due tothe lack of equity at risk and therefore was consolidated by the Sponsor, who was deemed to be the primary beneficiary. Neither AC nor PMV had a right to the benefitsfrom nor did it bear the risks associated with the marketable securities held in trust assets held by PMV. Consolidated Entities The following table reflects the net impact of the consolidated investment partnerships (“Consolidated Entities”) on the consolidated statements of financial condition(in thousands): December 31, 2023 Prior to Consolidated Assets Consolidation Entities As Reported Cash and cash equivalents $299,508 $17,979 $317,487 Investments in U.S. Treasury Bills 79,714 9,441 89,155 Investments in equity securities 149,154 47,429 196,583 Investments in affiliated registered investment companies 181,641 (54,890) 126,751 Investments in partnerships 163,226 (20,252) 142,974 Receivable from brokers(1) 25,026 5,242 30,268 Investment advisory fees receivable 4,714 (3) 4,711 Other assets(1) 33,444 2,424 35,868 Total assets $936,427 $7,370 $943,797 Liabilities, redeemable noncontrolling interests and equity Securities sold, not yet purchased $5,639 $279 $5,918 Payable to brokers and other liabilities(1) 23,813 988 24,801 Redeemable noncontrolling interests - 6,103 6,103 Total equity 906,975 - 906,975 Total liabilities, redeemable noncontrolling interests and equity $936,427 $7,370 $943,797 39Table of Contents December 31, 2022 Prior to Consolidated Assets Consolidation Entities As Reported Cash and cash equivalents $209,941 $8,521 $218,462 Investments in U.S. Treasury Bills 183,528 2,473 186,001 Investments in equity securities 129,942 65,643 195,585 Investments in affiliated registered investment companies 178,689 (52,479) 126,210 Investments in partnerships 168,286 (17,788) 150,498 Receivable from brokers 4,002 8,070 12,072 Investment advisory fees receivable 3,814 (7) 3,807 Other assets(1) 35,045 10 35,055 Total assets $913,247 $14,443 $927,690 Liabilities, redeemable noncontrolling interests and equity Securities sold, not yet purchased $2,678 $196 $2,874 Payable to brokers and other liabilities(1) 20,373 4,054 24,427 Redeemable noncontrolling interests - 10,193 10,193 Total equity 890,196 - 890,196 Total liabilities, redeemable noncontrolling interests and equity $913,247 $14,443 $927,690 (1) Represents the summation of multiple captions from the consolidated statements of financial condition. The following table reflects the net impact of the Consolidated Entities on the consolidated statements of income (in thousands): Year Ended December 31, 2023 Prior to Consolidated Consolidation Entities As Reported Total revenues $13,125 $(442) $12,683 Total expenses 28,566 1,064 29,630 Operating loss (15,441) (1,506) (16,947)Total other income/(expense), net 64,452 (640) 63,812 Income before income taxes 49,011 (2,146) 46,865 Income tax expense 11,560 (2,423) 9,137 Income/(loss) before noncontrolling interests 37,451 277 37,728 Income attributable to noncontrolling interests, net of taxes - 277 277 Net income/(loss) $37,451 $- $37,451 Year Ended December 31, 2022 Prior to Consolidated Consolidation Entities As Reported Total revenues $15,884 $(656) $15,228 Total expenses 24,538 1,952 26,490 Operating loss (8,654) (2,608) (11,262)Total other income/(expense), net (55,196) 5,993 (49,203)Income before income taxes (63,850) 3,385 (60,465)Income tax expense (14,943) - (14,943)Income/(loss) before noncontrolling interests (48,907) 3,385 (45,522)Income attributable to noncontrolling interests, net of taxes - 3,385 3,385 Net income/(loss) $(48,907) $- $(48,907) 40Table of Contents Variable Interest Entity With respect to the consolidated VIE, its assets may only be used to satisfy its obligations. The investors and creditors of the consolidated VIE have no recourse to theCompany’s general assets. In addition, the Company neither benefits from such VIE’s assets nor bears the related risk beyond its beneficial interest in the VIE. The following table presents the balances related to the VIE that is consolidated and included on the consolidated statements of financial condition as well as theCompany’s net interest in the VIE (in thousands): December 31, 2023 December 31, 2022 Cash and cash equivalents $302 $500 Investments in equity securities 9,695 8,396 Receivable from brokers 166 304 Accrued expenses and other liabilities(1) (46) (33)Redeemable noncontrolling interests (451) (428)$9,666 $8,739 AC Group's net interests in consolidated VIEs $9,666 $8,739 (1) Represents the summation of multiple captions from the consolidated statements of financial condition. Voting Interest Entity We have an investment partnership that is consolidated as a VOE for both 2023 and 2022 because AC has a controlling interest in the entity. This resulted in theconsolidation of $72.4 million of assets, $1.4 million of liabilities, and $5.6 million of redeemable noncontrolling interests for 2023 and $75.6 million of assets, $4.4 millionof liabilities, and $9.8 million of redeemable noncontrolling interests for 2022. AC’s net interest in the consolidated VOE for 2023 and 2022 was $65.4 million and$61.4 million, respectively. Approximately $3.2 million and $29.0 million of redeemable noncontrolling interest holders tendered their shares in the entity in 2023 and 2022,respectively. Equity Method Investments The Company’s equity method investments include investments in partnerships and offshore funds. These equity method investments are not consolidated but on anaggregate basis exceed 10% of the Company’s consolidated total assets or income. 41Table of Contents 6. Fair Value The following tables present information about the Company’s assets and liabilities by major category measured at fair value on a recurring basis as of December 31,2023 and 2022, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands): December 31, 2023 Assets Level 1 Level 2 Level 3 Total Cash equivalents $315,017 $- $- $315,017 Investments in securities (including GAMCO stock): Trading - U.S. Treasury Bills 89,155 - - 89,155 Common stocks 187,963 1,348 2,035 191,346 Mutual funds 1,186 - - 1,186 Other 3,347 485 219 4,051 Total investments in securities 281,651 1,833 2,254 285,738 Investments in affiliated registered investment companies: Closed-end funds - equity securities 44,692 - - 44,692 Preferred securities issued by Closed-end funds (a) - - 8,356 8,356 Mutual funds 73,703 - - 73,703 Total investments in affiliated registered investment companies 118,395 - 8,356 126,751 Total investments held at fair value 400,046 1,833 10,610 412,489 Total assets at fair value $715,063 $1,833 $10,610 $727,506 Liabilities Common stocks $5,035 $- $- $5,035 Other 579 304 - 883 Securities sold, not yet purchased 5,614 304 - 5,918 Total liabilities at fair value $5,614 $304 $- $5,918 (a) These securities represent privately issued, puttable and callable preferred securities issued by affiliated closed-end funds. 42Table of Contents December 31, 2022 Assets Level 1 Level 2 Level 3 Total Cash equivalents $216,313 $- $- $216,313 Investments in securities (including GAMCO stock): Trading - U.S. Treasury Bills 186,001 - - 186,001 Common stocks 185,952 1,990 2,035 189,977 Mutual funds 906 - - 906 Other 4,132 317 253 4,702 Total investments in securities 376,991 2,307 2,288 381,586 Investments in affiliated registered investment companies: Closed-end funds 45,286 - 11,486 56,772 Mutual funds 69,438 - - 69,438 Total investments in affiliated registered investment companies 114,724 - 11,486 126,210 Total investments held at fair value 491,715 2,307 13,774 507,796 Total assets at fair value $708,028 $2,307 $13,774 $724,109 Liabilities Common stocks $2,509 $- $- $2,509 Other 132 233 - 365 Securities sold, not yet purchased 2,641 233 - 2,874 Total liabilities at fair value $2,641 $233 $- $2,874 The following table presents additional information about assets and liabilities by major category measured at fair value on a recurring basis as of the dates specified (inthousands) and for which the Company has utilized Level 3 inputs to determine fair value: Year EndedDecember 31, 2023 Year EndedDecember 31, 2022 Assets: Total Total Beginning balance $13,774 $10,600 Total gains/(losses) (34) 27 Purchases 1,000 5,900 Sales/return of capital (4,130) (2,753)Ending balance $10,610 $13,774 Changes in net unrealized gain/(loss) included in Net gain/(loss) from investments related to level 3 assets still held asof the reporting date $(34) $27 43Table of Contents Total realized and unrealized gains and losses for level 3 assets are reported in net gain/(loss) from investments in the consolidated statements of income. During the years ended December 31, 2023 and 2022, the Company transferred no investments from Level 1 to Level 3 or from Level 3 to Level 1. 7. Income Taxes The provision for income taxes for the years ended December 31, 2023 and 2022, consisted of the following (in thousands): 2023 2022 Federal: Current $9,528 $(348)Deferred 1,566 (13,237)State and local: Current 471 (463)Deferred (57) (925)Foreign: Current 52 41 Deferred (2,423) (11)Total $9,137 $(14,943) 44Table of Contents A reconciliation of the federal statutory rate to the effective tax rate for the years ended December 31, 2023 and 2022, is set forth below: 2023 2022 Statutory Federal income tax rate 21.0% 21.0%State income tax, net of Federal benefit 0.8 1.7 Dividends received deduction (0.9) 0.6 Deferred tax asset valuation allowance - (1.0)Foreign investments (6.2) - Foreign tax rate differential 2.1 - Foreign-derived intangible income 0.1 0.9 Noncontrolling interests 1.6 0.6 Nondeductible compensation 2.1 (0.1)Other (1.1) 1.0 Effective income tax rate 19.5% 24.7% Significant components of our deferred tax assets and liabilities as of December 31, 2023 and 2022, are as follows (in thousands): 2023 2022 Deferred tax assets: Stock-based compensation expense $794 $1,073 Deferred compensation 409 542 Investments in securities and partnerships 5,085 4,660 Shareholder-designated contribution carryover 1,842 1,902 Federal & State net operating loss carryforward 951 11 Other 64 45 9,145 8,233 Deferred tax liabilities: Other liabilities (227) (221) (227) (221)Gross deferred tax assets/(liabilities) 8,918 8,012 Valuation allowance (350) (336)Net deferred tax assets/(liabilities) $8,568 $7,676 The Company believes that it is more-likely-than-not that the benefit from a portion of the shareholder-designated charitable contribution carryforwards will not berealized. In recognition of this risk, the Company has provided a valuation allowance of $350 and $336 as of December 31, 2023 and 2022, respectively, on the deferred taxassets related to these charitable contribution carryforwards. The Company records penalties and interest related to tax uncertainties in income taxes. These amounts are included in accrued expenses and other liabilities on theconsolidated statements of financial condition. As of and for the periods ended December 31, 2023 and 2022, the Company had not established a liability for uncertaintax positions as no such positions existed. The Company remains subject to income tax examination by the IRS for the years 2020 through 2022 and state examinations for years after 2017. 45Table of Contents 8. Earnings per Share Basic earnings per share is computed by dividing net income/(loss) attributable to our shareholders by the weighted average number of shares outstanding during theperiod. Diluted earnings per share is computed by dividing net income/(loss) attributable to our shareholders by the weighted average number of shares, plus anypotentially dilutive securities (if any) outstanding during the period. The computations of basic and diluted net income/(loss) per share are as follows: Year Ended December 31, (In thousands, except per share amounts) 2023 2022 Income/(loss) before noncontrolling interests $37,728 $(45,522)Less: Income attributable to noncontrolling interests 277 3,385 Net income/(loss) attributable to Associated Capital Group, Inc.'s shareholders $37,451 $(48,907) Weighted average number of shares of Common Stock outstanding - basic 21,771 22,024 Weighted average number of shares of Common Stock outstanding - diluted 21,771 22,024 Basic and Diluted EPS $1.72 $(2.22) 9. Related Party Transactions The following is a summary of certain related party transactions. GGCP, Inc., a private company controlled by the Executive Chair, indirectly owns a majority of our Class B stock, representing approximately 96% of the combined votingpower and 86% of the outstanding shares of our common stock at December 31, 2023. Investments in Securities At December 31, 2023 and 2022, the value of the Company’s investment in GAMCO common stock was $45.6 million and $36.7 million, respectively. As of December 31,2023 and 2022, AC and its subsidiaries own approximately 2.4 million of GAMCO Class A stock. The Company recorded investment income of $0.4 million and$0.5 million in 2023 and 2022, respectively, from GAMCO, which is included in interest and dividend income on the consolidated statements of income. For the year,GAMCO's stock price increased 25.4% to $19.11 per share, resulting in a $9.3 million net realized and unrealized gain for the Company versus a net realized and unrealizedloss of $23.5 million in 2022. At December 31, 2023 and 2022, the Company invested $298.6 million and $209.3 million, respectively, in the Gabelli U.S. Treasury Money Market Fund, which isrecorded in cash and cash equivalents on the consolidated statements of financial condition. The Company earned $17.0 million and $0.4 million from the investment inthis fund for the years ended December 31, 2023 and 2022, respectively. Investments in equity mutual funds advised by our affiliates (primarily Gabelli Funds, an investment advisor under common control with the Company), totaled $126.8million and $126.2 million at December 31, 2023 and 2022, respectively, and are included in investments in affiliated registered investment companies on the consolidatedstatements of financial condition. Included in other income/(expense) in the consolidated statements of income are gains of $8.9 million and $10.2 million of losses frominvestments and dividends related to these funds for the years ending December 31, 2023 and 2022, respectively. 46Table of Contents Investments in Partnerships The Company serves as an investment advisor and/or general partner for certain affiliated investment partnerships and receives management fees and performance-based incentive fees for providing such services. Investment advisory and incentive fees relating to such services were $8.6 million and $7.7 million for the years endingDecember 31, 2023 and 2022 respectively, and are included in investment advisory and incentive fees on the consolidated statements of income. Included in Investmentadvisory fees receivable in the consolidated statements of financial condition are the investment advisory and incentive fees that were accrued but not yet paid byDecember 31, 2023 and 2022, respectively. We had an aggregate investment in these affiliated Investment Partnerships of approximately $107.4 million and $114.7 millionat December 31, 2023 and 2022, respectively. Investment Advisory Services The Company serves as sub-advisor to GAMCO International SICAV – GAMCO Merger Arbitrage, an investment company incorporated under the laws of Luxembourg(the “SICAV”). Pursuant to a funds transfer agreement between GCIA, a wholly owned subsidiary of the Company, and Gabelli Funds, Gabelli Funds pays GCIA 90% of the netrevenues received by Gabelli Funds related to certain services provided to the SICAV. For this purpose, net revenues are defined as gross advisory fees less expensesrelated to payouts and expenses of the SICAV paid by Gabelli Funds. GCIA received $3.7 million and $7.1 million during 2023 and 2022, respectively, under this sub-advisory agreement. These payments are included in investment advisory and incentive fees on the consolidated statements of income. In addition, GAMCO makescertain payments to employees of the Company primarily related to the marketing of the SICAV. Effective December 2023, the funds transfer agreement was amendedwhereby GCIA or its designee receives 100% of the net revenues received by Gabelli Funds related to certain services provided to the SICAV. For the purpose of theamended agreement, net revenues is defined as gross advisory fees less administrative expenses payable to Gabelli Funds based on average AUM of the SICAV.Payouts and marketing expenses of the SICAV, which were previously the responsibility of Gabelli Funds, are payable by GCIA or its designee beginning in January2024. Gabelli Merger Plus+ Trust Plc. (“GMP+”) is an investment company based in the United Kingdom. Our affiliate, Gabelli Funds, is the investment manager (the “AIFM”)and the Company functions as the sub-advisor. Gabelli Funds receives the management fee of 85 basis points (0.85%) on the net assets of the fund and pays 65 basispoints for portfolio management and other services to the Company. Because the Company has a 92% controlling ownership interest as of December 31, 2023 (87% as ofDecember 2022), it consolidates GMP+. The Company’s receipt of management and/or incentive fees for services provided to GMP+ are eliminated in the consolidationof the entity. Compensation In accordance with an employment agreement, the Company pays the Executive Chair, or his designated assignees, a management fee equal to 10% of the Company’sincome before management fee and income taxes and excludes the impact of consolidating entities. In 2023, the Company recorded management fee expense of$5.4 million. In 2022, there was no management fee expense due to pre-tax losses. This fee is recorded as management fee on the consolidated statements of income. Affiliated Receivables/Payables At December 31, 2023 and 2022, the receivable from affiliates consisted primarily of sub-advisory fees due from Gabelli Funds. There were no material payables to affiliates at December 31, 2023 and 2022. Leases Our offices are owned by a wholly owned subsidiary of AC and are located at 191 Mason Street, Greenwich, CT 06830. A portion of the space is leased to affiliates. ACreceived $133.8 thousand and $116.4 thousand from affiliates (primarily GAMCO) pursuant to lease agreements for this property for 2023 and 2022, respectively. Theseamounts are included in other revenues on the consolidated statements of income. AC acquired a building at 3 St. James Place, London, UK on March 3, 2020 which was fully leased to GAMCO commencing 2021. For the years ending December 31, 2023and 2022, the Company received $227.1 thousand and $309.8 thousand, respectively, under the lease agreement. These amounts are included in other revenues on theconsolidated statements of income. In June 2016, AC entered into a sublease agreement with GAMCO which is subject to annual renewal. Pursuant to the sublease, AC and its subsidiaries pay a monthlyfixed lease amount based on the percentage of square footage occupied by its employees (including pro rata allocation of common space). For the years endedDecember 31, 2023 and 2022, the Company paid $74.0 thousand and $72.1 thousand under the sublease agreement. These amounts are included in other operatingexpenses on the consolidated statements of income. 47Table of Contents Other AC and GAMCO entered into a transitional administrative and management services agreement in connection with the spin-off of AC from GAMCO on November 30,2015. The agreement calls for GAMCO to provide to AC certain administrative services, including but not limited to: human resources, compliance, legal, payroll,information technology, and operations. The agreement is terminable by either party on 30 days’ prior written notice to the other party. All services provided under theagreement by GAMCO to AC or by AC to GAMCO are charged at cost. Amounts charged under this agreement are included in compensation expense, if related to fixedor variable compensation, or other operating expenses, on the consolidated statements of income. For the years ended December 31, 2023 and 2022, we recorded$3.0 million and $2.7 million, respectively, of compensation expense related to employees shared with GAMCO. In addition, we recorded approximately $1.1 million and$1.4 million of other operating expense, primarily related to GAMCO’s share of management and incentive fees in funds we consolidate and the ancillary servicesprovided by GAMCO as noted above, for the years ended December 31, 2023 and 2022, respectively. Certain officers and employees of the Company receive additionalcompensation from GAMCO. 10. Equity Voting Rights The holders of Class A Common stock (“Class A Stock”) and Class B Common stock (“Class B Stock”) have identical rights except that holders of Class A Stock areentitled to one vote per share, while holders of Class B Stock are entitled to ten votes per share, on all matters to be voted on by shareholders in general. Holders ofeach share class, however, are not eligible to vote on matters relating exclusively to the other share class. Stock Award and Incentive Plan The Company maintains one stock award and incentive plan (the “Plan”) approved by the shareholders on May 3, 2016, which is designed to provide incentives toattract and retain individuals key to the success of AC through direct or indirect ownership of our common stock. Benefits under the Plan may be granted in any one ora combination of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents and other stock or cash-basedawards. A maximum of 2 million shares of Class A Stock have been reserved for issuance under the Plan by the Compensation Committee of the Board of Directors (the“Compensation Committee”) which is responsible for administering the Plan. Under the Plan, the Compensation Committee may grant restricted stock awards (“RSAs”)and either incentive or nonqualified stock options with a term not to exceed ten years from the grant date and at an exercise price that it may determine. ThroughDecember 31, 2023, approximately 0.9 million shares have been awarded under the Plan leaving approximately 1.1 million shares available for future grants. There were no RSAs outstanding as of December 31, 2023 or 2022. Based on the closing price of the Company’s Class A Common Stock on December 31, 2023 and 2022, the total liability recorded by the Company in compensationpayable in our consolidated statements of financial condition with respect to the Phantom RSAs was $3.5 million and $4.8 million, respectively. The following table summarizes our stock-based compensation, as well as unrecognized compensation, for the periods ended December 31, 2023 and 2022 respectively.Stock-based compensation expense is included in compensation expense in the consolidated statements of income (in thousands, unless otherwise noted): Year Ended December 31, 2023 2022 Stock-based compensation expense $1,434 $1,811 Remaining expense to be recognized, if all vesting conditions are met(1) 4,956 4,142 Weighted average remaining contractual term (in years) 2.1 1.8 (1) Does not include an estimate for projected future dividends. 48Table of Contents The following table summarizes Phantom RSA ("PRSA") activity: PRSA's Weighted AverageGrant Date FairValue Balance at December 31, 2022 210,910 $36.17 Granted - - Forfeited - - Vested - - Balance at March 31, 2023 210,910 $36.17 Granted 97,000 39.61 Forfeited - - Vested - - Balance at June 30, 2023 307,910 $37.25 Granted - - Forfeited - - Vested (56,560) 37.40 Balance at September 30, 2023 251,350 $37.22 Granted - - Forfeited - - Vested (17,655) 35.12 Balance at December 31, 2023 233,695 $37.38 Stock Repurchase Program In December 2015, the Board of Directors established a stock repurchase program authorizing the Company to repurchase up to 500,000 shares. On February 7, 2017, theBoard of Directors reset the available number of shares to be purchased under the stock repurchase program to 500,000 shares. On August 3, 2017 and May 8, 2018, theBoard of Directors authorized the repurchase of an additional 1 million and 500,000 shares, respectively. On February 6, 2024, the Board of Directors authorized therepurchase of an additional 350,000 shares. Our stock repurchase program is not subject to an expiration date. The following table presents the Company's stock repurchase activity and remaining authorization: Number of sharespurchased Average price pershare Remaining repurchase authorization January 1, 2022 677,144 Share repurchases under stock repurchase program (1) (67,792) $37.98 Remaining repurchase authorization December 31, 2022 609,352 Share repurchases under stock repurchase program (1) (452,688) $36.06 Remaining repurchase authorization December 31, 2023 156,664 (1) Repurchases totaled $16.3 million and $2.6 million in 2023 and 2022, respectively, Dividends During 2023 and 2022, the Company declared and paid dividends of $0.20 per share to class A and class B shareholders totaling $4.3 million and $4.4 million,respectively. 11. Retirement Plan The Company participates in an incentive savings plan (the “Savings Plan”) covering substantially all employees. Company contributions to the Savings Plan aredetermined annually by management of the Company but may not exceed the amount permitted as a deductible expense under the Internal Revenue Code of 1986, asamended. The expense for contributions to the Savings Plan was approximately $8 thousand and $8 thousand in 2023 and 2022, respectively, and is included incompensation on the consolidated statements of income. 12. Guarantees, Contingencies and Commitments From time to time, the Company may be named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory, as well as punitive,damages or injunctive relief. We are also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result inadverse judgments, settlements, fines, injunctions, restitutions or other relief. For any such matters, the consolidated financial statements include the necessaryprovisions for losses, if any, that the Company believes are probable and estimable. Furthermore, the Company evaluates whether losses exist which may be reasonablypossible and will, if material, make the necessary disclosures. Management is not aware of any probable or reasonably possible losses at December 31, 2023. The Company has also entered into arrangements with various other third parties, many of which provide for indemnification of the third parties against losses, costs,claims and liabilities arising from the performance of obligations under the agreements. The Company has had no claims or payments pursuant to these or prioragreements and believes the likelihood of a claim being made is remote, and, therefore, no accrual has been made on the consolidated financial statements. 49Table of Contents 13. Shareholder Designated Contribution Plan The Company has established a Shareholder Designated Charitable Contribution program. Under the program, from time to time each shareholder is eligible to designatea charity to which the Company would make a donation at a rate per share, approved by the Board of Directors, based upon the actual number of shares registered in theshareholder’s name. The Company recorded an expense of $4.0 million and $3.1 million related to this program for the years ended December 31, 2023 and 2022,respectively, which is included in shareholder-designated contribution in the consolidated statements of income. As of December 31, 2023 and 2022, the Company hasreflected a liability in the amount of $2.8 million and $1.0 million, respectively, in connection with this program, which is included in accrued expenses and other liabilitieson the consolidated statement of financial condition. 14. Subsequent Events From January 1, 2024 to March 21, 2024, the Company repurchased 64,252 shares at $33.98 per share. 50Table of Contents ITEM 9:CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A.CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to betimely disclosed, is recorded, processed, summarized, and reported to management within the time periods specified in Rules 13a-15(e) and 15d-15(e) of the SecuritiesExchange Act of 1934, as amended (the "Exchange Act"). The Company's Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of theCompany's disclosure controls and procedures (as defined in the Exchange Act) as of the end of the period covered by this report, have concluded that the Company'sdisclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files orreasonable assurance that such information is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. Our currentmanagement, including our CEO and CFO, have evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2023. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under theExchange Act and based upon the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of theTreadway Commission (the “COSO framework”)). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with GAAP. An effective internal control system,no matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and therefore can provide only reasonableassurance with respect to reliable financial reporting. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect allmisstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonableassurance with respect to the preparation and fair presentation of financial statements. Based on its evaluation, management concluded that, as of December 31, 2023, the Company maintained effective internal control over financial reporting. Changes in Internal Control Over Financial Reporting There has been no change in our internal control over financial reporting during the quarter ended December 31, 2023, that has materially affected, or are reasonablylikely to materially affect, our internal control over financial reporting. 51Table of Contents ITEM 9B:OTHER INFORMATION During the fiscal year ended December 31, 2023, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan forthe purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 tradingarrangement. ITEM 9C:DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10:DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information regarding the Directors and Executive Officers of AC and compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein byreference to the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders (the “Proxy Statement”). AC has adopted a Code of Business Conduct that applies to all of our officers, directors, full-time and part-time employees and a Code of Conduct that sets forthadditional requirements for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions(together, the “Codes of Conduct”). The Codes of Conduct are posted on our website (www.associated-capital-group.com) and are available in print free of charge toanyone who requests a copy. Interested parties may address a written request for a printed copy of the Codes of Conduct to: Secretary, Associated Capital Group, Inc.,191 Mason Street, Greenwich, Connecticut 06830. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Codesof Conduct by posting such information on our website. In addition to the certifications attached as Exhibits to this Form 10-K, following its 2024 Annual Meeting, AC will also submit to the New York Stock Exchange(“NYSE”) a certification by our Chief Executive Officer that he is not aware of any violations by AC of the NYSE corporate governance listing standards as of the date ofthe certification. ITEM 11:EXECUTIVE COMPENSATION Information required by Item 11 is included in our Proxy Statement and is incorporated herein by reference. ITEM 12:SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information required by Item 12 is included in our Proxy Statement and is incorporated herein by reference. ITEM 13:CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information required by Item 13 is included in our Proxy Statement and is incorporated herein by reference. ITEM 14:PRINCIPAL ACCOUNTANT FEES AND SERVICES Information required by Item 14 is included in our Proxy Statement and is incorporated herein by reference. PART IV ITEM 15:EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) List of documents filed as part of this Report: (1)Consolidated Financial Statements and Independent Registered Public Accounting Firm’s Reports included herein: See Index on page 20. 52Table of Contents (2)Financial Statement Schedules Financial statement schedules are omitted as not required or not applicable or because the information is included in the Financial Statements or notes thereto. (3)List of Exhibits: The agreements included or incorporated by reference as exhibits to this Annual Report on Form 10-K contain representations and warranties by each of the parties tothe applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were notintended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) mayhave been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may applycontract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicableagreement or such other date or dates as may be specified in the agreement. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specificdisclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading. ExhibitNumberDescription of Exhibit2.1Separation and Distribution Agreement, dated November 30, 2015, between GAMCO Investors, Inc., a Delaware corporation (“GAMCO”), andAssociated Capital Group, Inc., a Delaware corporation (the “Company”). (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K datedNovember 30, 2015 filed with the Securities and Exchange Commission on December 4, 2015).3.1Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K datedNovember 19, 2015 filed with the Securities and Exchange Commission on November 25, 2015).3.2Amended and Restated Bylaws of the Company. (Incorporated by reference to Exhibit 3.2 to the Company’s Report on Form 8-K dated November 19,2015 filed with the Securities and Exchange Commission on November 25, 2015).4.1Form of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Company’s Registration Statement on Form 10filed with the Securities and Exchange Commission on October 21, 2015).4.2Description of The Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (Incorporated by reference toExhibit 4.2 of the Company’s Report on Form 10-K filed with the Commission on March 16, 2020).10.1Service Mark and Name License Agreement, dated November 30, 2015, by and between the Company and GAMCO. (Incorporated by reference toExhibit 10.1 to the Company’s Form 8-K dated November 30, 2015 filed with the Commission on December 4, 2015).10.2Transitional Administrative and Management Services Agreement, dated November 30, 2015, by and between the Company and GAMCO.(Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated November 30, 2015 filed with the Commission on December 4, 2015).10.3Employment Agreement between the Company and Mario J. Gabelli dated November 30, 2015 (Incorporated by reference to Exhibit 10.3 to theCompany’s Form 8-K dated November 30, 2015 filed with the Commission on December 4, 2015).10.4Promissory Note in aggregate principal amount of $250,000,000, dated November 30, 2015, issued by GAMCO in favor of the Company (Incorporatedby reference to Exhibit 10.4 to the Company’s Form 8-K dated November 30, 2015 filed with the Commission on December 4, 2015).10.5Tax Indemnity and Sharing Agreement, dated November 30, 2015, by and between the Company and GAMCO. (Incorporated by reference to Exhibit10.5 to the Company’s Form 8-K dated November 30, 2015 filed with the Commission on December 4, 2015).10.62015 Stock Award Incentive Plan (Incorporated by reference to Exhibit 10.11 to Amendment No. 4 to the Company’s Registration Statement on Form 10filed with the Securities and Exchange Commission on October 21, 2015).10.7Form of Indemnification Agreement by and between the Company and the Indemnitee defined therein (Incorporated by reference to Exhibit 10.7 toAmendment No. 4 to the Company’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 21, 2015).10.8Agreement and Plan of Merger, dated as of October 31, 2019, by and among Morgan Group Holding Co., G.R. acquisition, LLC, G.research, LLC,Institutional Services Holdings, LLC and Associated Capital Group, Inc. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K ofMorgan Group Holding Co. filed with the Securities and Exchange Commission on November 6, 2019).21.1Subsidiaries of the Company.24.1Powers of Attorney (included on page 55 of this Report).31.1Certification of CEO pursuant to Rule 13a-14(a).31.2Certification of CFO pursuant to Rule 13a-14(a).32.1Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.97.1Associated Capital Group, Inc. Clawback Policy101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within theInline XBRL document)101.SCHInline XBRL Taxonomy Extension Schema Document101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document101.LABInline XBRL Taxonomy Extension Label Linkbase Document101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) ITEM 16:FORM 10-K SUMMARY None. 53Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized, in the City of Greenwich, State of Connecticut, on March 21, 2024. ASSOCIATED CAPITAL GROUP, INC. By:/s/ Ian J. McAdams Name:Ian J. McAdams Title:Chief Financial Officer Date:March 21, 2024 54Table of Contents POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Peter D. Goldstein, Patrick B. Huvane, and Ian J. McAdams and each of them, their trueand lawful attorney-in-fact and agent with full power of substitution and resubstitution, for them in their name, place and stead, in any and all capacities, to sign any andall amendments to this report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,and hereby grants to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, asfully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute orsubstitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Douglas R. Jamieson President, March 21, 2024Douglas R. Jamieson Chief Executive Officer and Director (Principal Executive Officer) /s/ Ian J. McAdams Chief Financial Officer March 21, 2024Ian J. McAdams (Principal Financial Officer) /s/ Mario J. Gabelli Executive Chair of the March 21, 2024Mario J. Gabelli Board and Director /s/ Marc Gabelli Vice Chair of the Board and Director March 21, 2024Marc Gabelli /s/ Daniel R. Lee Director March 21, 2024Daniel R. Lee /s/ Bruce M. Lisman Director March 21, 2024Bruce M. Lisman /s/ Richard T. Prins Director March 21, 2024Richard T. Prins /s/ Frederic V. Salerno Director March 21, 2024Frederic V. Salerno /s/ Salvatore F. Sodano Director March 21, 2024Salvatore F. Sodano /s/ Elisa M. Wilson Director March 21, 2024Elisa M. Wilson 55Exhibit 21.1Subsidiaries of Associated Capital Group, Inc. The following table lists the direct and indirect subsidiaries of Associated Capital Group, Inc. (the “Company”), except those subsidiaries when considered in the aggregatewould not constitute a “significant subsidiary” as defined in the rules promulgated under the Securities Act. In accordance with Item 601 (21) of Regulation S-K, the omittedsubsidiaries considered in the aggregate as a single subsidiary would not constitute a “significant subsidiary” as defined under Rule 1-02(w) of Regulation S-X. Name Jurisdiction of Incorporation or OrganizationGabelli & Company Investment Advisers, Inc. Delaware(100%-owned by the Company) Gabelli & Partners, LLC Delaware(100%-owned by Gabelli & Company Investment Advisers, Inc.) Exhibit 31.1 Certifications I, Douglas R. Jamieson, certify that: 1.I have reviewed this annual report on Form 10-K of Associated Capital Group, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of income and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of the end of the period covered by this report; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financialreporting. By:/s/ Douglas R. Jamieson Name:Douglas R. Jamieson Title:Chief Executive Officer Date:March 21, 2024 Exhibit 31.2 Certifications I, Ian J. McAdams, certify that: 1.I have reviewed this annual report on Form 10-K of Associated Capital Group, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of income and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of the end of the period covered by this report; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financialreporting. By:/s/ Ian J. McAdams Name:Ian J. McAdams Title:Chief Financial Officer Date:March 21, 2024 Exhibit 32.1 Certification of CEO Pursuant to18 U.S.C. Section 1350,as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 10-K of Associated Capital Group, Inc. (the “Company”) for the year ended December 31, 2023 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), Douglas R. Jamieson, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: (1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of income of the Company. By:/s/ Douglas R. Jamieson Name:Douglas R. Jamieson Title:Chief Executive Officer Date:March 21, 2024 This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended. Exhibit 32.2 Certification of CFO Pursuant to18 U.S.C. Section 1350,as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 10-K of Associated Capital Group, Inc. (the “Company”) for the year ended December 31, 2023 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), Ian J. McAdams, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350,as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: (1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of income of the Company. By:/s/ Ian J. McAdams Name:Ian J. McAdams Title:Chief Financial Officer Date:March 21, 2024 This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended. Exhibit 97.1 ASSOCIATED CAPITAL GROUP, INC. CLAWBACK POLICY Introduction The Board of Directors (the "Board") of Associated Capital Group, Inc. (the “Company”) has adopted this clawback policy (the “Policy”), in accordance with Section303A.14 of the New York Stock Exchange Listed Company Manual (the “NYSE Rules”), and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, asamended. The Policy provides for the recovery of certain incentive-based compensation which is deemed to have been erroneously awarded to current or formerexecutive officers due to an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. Administration This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall bedeemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals. Covered Executives This Policy applies to the Company's current and former executive officers, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and theNYSE Rules, and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Board ("Covered Executives"). Recoupment; Accounting Restatement In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company's material noncompliance with any financialreporting requirement under the securities laws, the Board will require reimbursement or forfeiture of any excess Incentive-Based Compensation received by anyCovered Executive in any one or more of the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accountingrestatement. For example, if the Company is required to prepare an accounting restatement in June 2024, then any excess Incentive Compensation received by anyCovered Executive during fiscal years 2023, 2022, or 2021 and related to that material misstatement would be subject to recoupment. Incentive-Based Compensation For purposes of this Policy, “Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part (and then only to theextent the financial component played in the award of the compensation) on the attainment of a financial reporting measure but does not include compensation basedsolely on continued employment for a specified period of time, base salary or compensation awarded upon the achievment of subjective, strategic or operationalmeasures that are not financial reporting measures. Financial Reporting Measures For purposes of this Policy, Financial Reporting Measures are measures that are determined and presented in accordance with the accounting principles used inpreparing the Company’s financial statements, or any measure derived wholly or in part from the financial information, and includes by way of example, but is not limitedto, compensation based on: revenues; net income; operating income; profitability; financial ratios; net assets or net asset value; EBITDA; funds from operations;liquidity measures; return measures; earnings measures; financial reporting measures relative to a peer group; stock price; total shareholder return; and tax basis income. Excess Incentive Compensation: Amount Subject to Recovery The amount to be recovered will be the excess of the Incentive-Based Compensation paid to the Covered Executive based on the erroneous data over the Incentive-Based Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board. If the Board cannot determine the amount of excess Incentive-Based Compensation received by the Covered Executive directly from the information in the accountingrestatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. Method of Recoupment The Board will determine the method for recouping Incentive-Based Compensation hereunder which may include, without limitation: (a)requiring reimbursement of cash Incentive-Based Compensation previously paid; (b)seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (c)offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive, except to the extent such offset isprohibited by law or would be deemed to be a prohibited acceleration of any payment of nonqualified deferred compensation pursuant to Section 409A ofthe Internal Revenue Code and the regulations thereunder; (d)cancelling outstanding vested or unvested equity awards; and/or (e)taking any other remedial and recovery action permitted by law, as determined by the Board. Notwithstanding the foregoing, to the extent that recoupment is available under items (c) or (d) above, the Board shall use one or both of these methods of recoupmentunless such offset or cancellation is prohibited by law or would be deemed to be a prohibited acceleration of any payment of nonqualified deferred compensationpursuant to Section 409A of the Internal Revenue Code and the regulations. No Indemnification The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive-Based Compensation. Interpretation The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It isintended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standardsadopted by the Securities and Exchange Commission or the NYSE. 2 Disclosure Requirements The Company shall file all disclosures with respect to this Policy as required by applicable Securities and Exchange Commission rules. Effective Date This Policy shall be effective as of December 1, 2023 (the "Effective Date") and shall apply to Incentive-Based Compensation that is approved, awarded or granted toCovered Executives on or after October 2, 2023. Amendment; Termination The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect amendments to regulations adopted bythe Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with any rules or standards adopted by the NYSE. Other Recoupment Rights The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement orsimilar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide bythe terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be availableto the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remediesavailable to the Company. Impracticability The Board shall recover any excess Incentive-Based Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by theBoard in accordance with Rule 10D-1 of the Exchange Act and the listing standards of the NYSE. Successors This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives. 3

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