G-private Equity LP

11/13/2026 | Press release | Distributed by Public on 11/13/2026 13:46

Quarterly Report for Quarter Ending SEPTEMBER 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References herein to "G-Private Equity LP," the "Partnership," "we," "us," or "our" refer to G-Private Equity LP and its subsidiaries unless the context specifically requires otherwise.
The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q as well as the information contained in our Registration Statement.
All dollar amounts in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" are in thousands, unless otherwise noted.
Overview
We were organized on December 9, 2024 as a limited partnership under the laws of the State of Delaware. We are a private fund exempt from registration under Section 3(c)(7) of the Investment Company Act. We are considered an investment company under US GAAP, and we follow the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
The Partnership is structured as a perpetual-life fund, with monthly, fully funded subscriptions and quarterly redemptions subject to a 5% Redemption Cap, which we believe enables investors to better manage exposure to the infrastructure asset class. The Partnership's investment objective is to seek to generate long-term capital appreciation (or otherwise realize long-term compounded returns) through the creation of a diversified global portfolio of infrastructure Investments, including exposure to direct infrastructure investments and infrastructure secondaries. The Partnership will also maintain a sleeve of liquidity assets to manage the Partnership's cash, liquidity and redemptions before investing subscriptions into Investments. The Partnership's investment activities include making single asset private equity Investments, which are either managed by AM Private across its buyout, growth, sustainability and life sciences sub-strategies or by XIG with respect to Investments in continuation vehicles or co-investment vehicles managed by third party managers. The Partnership also pursues certain other Secondary Investments, which seek to provide liquidity, capital or partnering solutions to investors and managers in the private markets, including investment opportunities primarily alongside certain current and future Goldman Sachs private investment funds focused on secondary investment strategies. For liquidity management, the Partnership holds cash and short term Liquid Assets. Collectively, these Portfolio Companies, Secondary Investments, and Liquidity Assets constitute the Partnership's "Investments".
G-Private Equity GP Advisors LLC is the General Partner of the Partnership, and GSAM serves as the Investment Manager. Overall responsibility for the Partnership's oversight rests with the General Partner, subject to certain oversight rights held by the Partnership Board. The business and affairs of the Partnership are generally managed under the direction of the General Partner, as delegated to the Investment Manager. Under the investment management agreement, the General Partner has delegated to the Investment Manager the authority to make certain decisions and undertake certain actions, in each case, on behalf of the Partnership, including the authority to make investment, disposition and certain other management decisions.
Performance Summary
The following table lists the performance across all Series of Units. Returns shown reflect the percent change in our transactional net asset value ("Transactional NAV") per Unit from the beginning of the applicable period.
September 30, 2026 December 31, 2025
Series
Year to Date
Total
Return(1)
Inception to
Date Total
Return(1)
Inception to
Date Total
Return(1)
1869 19.35 % 29.14 % 23.00 %
I0 17.54 % 27.44 % 22.40 %
RSD02 19.35 % 29.14 % 23.00 %
N 3.50 % 3.50 % - %
(1) Total Return is calculated by dividing the change in the per Unit value of each component for the period by the Net Assets per Unit at the
beginning of the period. An individual Unitholder's return may vary from these returns based on the timing of capital transactions. Total return is
calculated for each Series of Units as the change in the net asset value for such Series of Units during the period plus any distributions per Unit
declared in the period, and assumes any distributions are reinvested in accordance with the Partnership's distribution reinvestment plan. Past
performance is no guarantee of future results. The returns are calculated for the period commencing from when each of the Series of Units were
issued during the year and are not annualized. The Partnership believes total return is a useful measure of overall investment performance of its
Units
Third Quarter 2026 Highlights
Capital Activity
•Raised $108.8 million from the sale of our Units through our Private Offering. The subscription proceeds were used to acquire investments, and we have deployed unused subscription proceeds in money market assets.
Investments
•Purchased $105.0 million of investments consisting of follow-on contributions for existing investments, investments in four new Portfolio Companies, and seven new Secondary Investments.
•Purchased $45.6 million of Liquidity Assets.
Investment Portfolio
•As of September 30, 2026, our portfolio consisted of Portfolio Companies, Secondary Investments and Liquidity Assets, with an aggregate fair value of $634.5 million.
•The following tables present our Portfolio Companies and Secondary Investments as of September 30, 2026:
Portfolio Companies
Investment Description
Xpress Wellness A provider of healthcare services to medically underserved communities
Adler & Allan A leading provider of environmental risk management and advisory services
TAIT A leading provider of end-to-end live entertainment services
Groupe Crystal A leading independent wealth management services and product provider in France
Advania A leading information technology solutions provider in northern Europe
Clear Insurance Management A UK insurance broker with a focus on commercial insurance for mid-size corporates and SMEs
Center for Social Dynamics A provider of applied behavioural analysis therapy to children with autism spectrum disorder
Portfolio Companies
Investment Description
Sila Services A provider home services within HVAC, plumbing and electrical segments
Atlas-SSI A provider of water intake screening and water management equipment
AAB Provider of specialist professional services: accounting, audit, tax, and advisory solutions
Omega Healthcare Provider of healthcare outsourcing revenue cycle management services
Rhythm Energy A residential retail energy platform providing green energy choices to customers
Ode with Anthropic Newly formed AI enterprise services firm in partnership with Anthropic & PE sponsors
AlphaSense A market intelligence software company offering a cloud-based, AI-driven search engine
Clio A leading cloud-based, purpose-built legal practice management platform
Fleetio A leading cloud-based fleet management platform for commercial fleets
Armis Cybersecurity firm providing comprehensive visibility for all assets, managed and unmanaged, in an enterprise
Revolut A leading consumer and business finance application offering over 100 financial products
Anthropic A leading frontier large language model powering advances in generative AI
Synthon A leading manufacturer of generic and specialty medicines
Navex A leading ethics and compliance software provider
Trackunit Global leader in IoT connectivity and software for the construction sector
Secondary Investments
Investment Description
Project Long Island Provider of artificial lift solutions alongside a US-based lower middle market buyout firm
Project Harbour Specialty-focused insurance brokerage firm, alongside a North American PE firm
Project Hawaii Virtualization and data management platform, alongside a US-based private equity firm
Project Emerald Global sports, media, and entertainment platform, alongside a technology-focused investment firm
Project Sifnos A leading provider of specialist facilities management services
Project Orion A leading provider of MRO services focused on the U.S. business aviation market
Project Ios All-in-one cloud software for payroll, HR, and workforce management
Project Flores A leading pure-play ice-cream company, with a collection of high-quality brands
Project Aslan A global freight forwarder specializing in complex and time-critical shipments
Project Redbeard A scaled national insurance broker serving commercial P&C, employee benefits, and personal lines
Project Watson A healthcare services company providing durable medical equipment and pharmacy solutions to hospice patients.
Project Celtic A manufacturer of specialized structural wire and cable products serving mission-critical applications.
Project Nemo One of the largest private natural gas producers in the Appalachian Basin.
Project Lancelot Operated and non-operated oil and gas properties in North Dakota that benefit from minimal development risk and low leverage.
Project Robinson A leading global independent distributor of C-class hardware and electronic components for the aerospace & defense market.
Project Rosalind A leading provider of outpatient radiology and advanced imaging services.
Project Crusoe A leading medtech-focused contract development and manufacturing organization (CDMO).
Key Components of Our Results of Operations
Results of Operations
The following table presents our consolidated results of operations for the three and nine months ended September 30, 2026, for the three months ended September 30, 2025 and for the period from April 1, 2025 (commencement of operations) through September 30, 2025 ($ in thousands):
Three Months Ended
September 30, 		Nine Months Ended
September 30, 2026 		For the period from April 1, 2025 (commencement of operations) through
September 30, 2025
2026
2025
Change
Change
Investment income:
Interest income $ 1,694 $ 415 $ 1,279 $ 3,059 $ 519 $ 2,540
Dividend income 653 427 226 797 436 361
Total investment income
2,347 842 1,505 3,856 955 2,901
Expenses:
Organization costs - - - - 2,791 (2,791)
Professional fees 1,198 912 286 4,550 1,692 2,858
Management fees - related party
1,506 - 1,506 3,536 - 3,536
Carried interest - related party 7,713 - 7,713 10,284 - 10,284
Interest expense 53 108 (55) 335 157 178
Deferred offering cost amortization - 383 (383) 383 766 (383)
Other expenses 167 - 167 762 21 741
Total expenses
10,637 1,403 9,234 19,850 5,427 14,423
Expense reimbursement from Investment Manager (305) (522) 217 (1,943) (1,053) (890)
Net expenses
10,332 881 9,451 17,907 4,374 13,533
Net investment income (loss) (7,985) (39) (7,946) (14,051) (3,419) (10,632)
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss) on:
Investments (5) 1 (6) 4,907 1 4,906
Derivative contracts (28) - (28) 85 - 85
Foreign currency transactions 39 (147) 186 36 235 (199)
Total net realized gain (loss) 6 (146) 152 5,028 236 4,792
Net change in unrealized appreciation (depreciation) on:
Investments 74,286 20,906 53,380 95,800 33,279 62,521
Derivative contracts 1,284 803 481 3,966 (1,157) 5,123
Foreign currency translation (79) 154 (233) (1) 1 (2)
Total net change in unrealized appreciation (depreciation) before income taxes 75,491 21,863 53,628 99,765 32,123 67,642
Provision for income taxes 146 - 146 (2,283) - (2,283)
Three Months Ended
September 30, 		Nine Months Ended
September 30, 2026 		For the period from April 1, 2025 (commencement of operations) through
September 30, 2025
2026
2025
Change
Change
Total net change in unrealized appreciation (depreciation) after income taxes 75,637 21,863 53,774 97,482 32,123 65,359
Net realized and unrealized gains (losses)
75,643 21,717 53,926 102,510 32,359 70,151
Net increase (decrease) in net assets resulting from operations
67,658 21,678 45,980 88,459 28,940 59,519
Less: Net increase (decrease) in net assets resulting from operations attributable to non-controlling interests 4 1 3 5 2 3
Net increase (decrease) in net assets resulting from operations attributable to G-Private Equity LP $ 67,654 $ 21,677 $ 45,977 $ 88,454 $ 28,938 $ 59,516
Investment Income
Our investment income consists of interest and dividends generated from our investments in Portfolio Companies, Secondary Investments, investments in Liquidity Assets and money market investments. Investment income for the three and nine months ended September 30, 2026 increased by $1.5 million and $2.9 million as compared to the three months ended September 30, 2025 and for the period from April 1, 2025 (commencement of operations) through September 30, 2025, primarily due to an increase in investments in a money market fund and an increase in interest income on loans.
Net Expenses
Total expenses for the three months ended September 30, 2026 increased by $9.2 million as compared to the three months ended September 30, 2025, primarily due to an increase in professional fee expenses and related party fees. Total expenses for the nine months ended September 30, 2026 increased by $14.4 million as compared to the period from April 1, 2025 (commencement of operations) through September 30, 2025, primarily due to an increase in professional fee expenses and related party fees, partially offset by a decrease in organization costs.
The Investment Manager has agreed to bear, without reimbursement, or reimburse us for, our Eligible Operating Expenses exceeding 0.60% per annum of the Transactional NAV on each month-end of each annual period between the First Closing and December 31, 2026. For the three months ended September 30, 2026, Expense reimbursement from the Investment Manager was $0.3 million, a decrease of $0.2 million as compared to the three months ended September 30, 2025. For the nine months ended September 30, 2026, Expense reimbursement from the Investment Manager was $1.9 million, an increase of $0.9 million as compared to the period from April 1, 2025 (commencement of operations) through September 30, 2025. As a result of the changes noted above in total expenses and Expense reimbursement from the Investment Manager, net expenses for the three and nine months ended September 30, 2026 increased by $9.5 million and $13.5 million as compared to the three months ended September 30, 2025 and the period from April 1, 2025 (commencement of operations) through September 30, 2025.
Net realized and unrealized gains (losses) on investment transactions
Net realized gain and loss and net unrealized appreciation and depreciation from our investments, foreign currency transactions and derivative contracts are reported separately on the Consolidated Statements of Operations.
We measure realized gain or loss as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when appreciation or depreciation is realized.
Net realized and unrealized gains for the three months ended September 30, 2026 increased by $53.9 million as compared to the three months ended September 30, 2025. The increase was primarily driven by an increase in total net change in unrealized appreciation before provision for income taxes of $53.6 million, largely attributable to an increase in appreciation of investments (appreciation of $74.3 million for the current period compared to $20.9 million for the prior period). The increase in appreciation of investments was primarily driven by an increase in appreciation of Portfolio Companies (appreciation of $76.4 million for the current period compared to $5.6 million for the prior period), partially offset by the impact from Secondary Investments (depreciation of $1.9 million in the current period, compared with appreciation of $15.3 million in the prior period).
Net realized and unrealized gains for the nine months ended September 30, 2026 increased by $70.2 million as compared to the period from April 1, 2025 (commencement of operations) through September 30, 2025. The primary drivers contributing to the change for the nine months ended September 30, 2026 were:
•An increase in total net realized gain of $4.8 million, primarily driven by a $4.9 million realized gain due to the sale of a Portfolio Company, partially offset by a reduction in realized gain on foreign currency transactions of $0.2 million.
•An increase in total net change in unrealized appreciation after provision for income taxes of $65.4 million, primarily driven by an increase in appreciation of investments (appreciation of $95.8 million in the current period, compared with $33.3 million in the prior period). The increase in appreciation of investments was primarily driven by an increase in appreciation of Portfolio Companies (appreciation of $87.0 million in the current period, compared with $15.3 million in the prior period), partially offset by a decrease in appreciation of Secondary Investments (appreciation of $9.2 million in the current period, compared with $17.9 million in the prior period).
Provision for income taxes
The Partnership holds certain investments via taxable subsidiaries that may be treated as corporations for U.S. and non-U.S. tax purposes and therefore subject to current and deferred income taxes at the subsidiary level.
For the three months ended September 30, 2026, we recorded a provision for income tax benefit of $0.1 million. For the nine months ended September 30, 2026, we recorded a provision for income tax expense of $2.3 million. There was no provision for income taxes recorded in the three months ended September 30, 2025 and the period from April 1, 2025 (commencement of operations) through September 30, 2025 since there were no investments owned by the taxable subsidiaries. The changes were primarily driven by the net change in unrealized appreciation (depreciation) on investments held by taxable subsidiaries.
Net increase (decrease) in net assets resulting from operations
Net increase in net assets resulting from operations reflects investment income, net expenses and net realized and unrealized gains and losses, including the provision for income taxes. Net increase in net assets resulting from operations for the three and nine months ended September 30, 2026 was higher by $46.0 million and $59.5 million, respectively, as compared to the three months ended September 30, 2025 and period from April 1, 2025 (commencement of operations) through September 30, 2025, due to an increase in net realized and unrealized gains, partially offset by an increase in net investment loss.
Condition, Liquidity and Capital Resources
We generate cash primarily from the net proceeds of our Private Offering, cash flows from investments and financing arrangements.
As of September 30, 2026, we had $45.0 million of available borrowings under our Credit Agreement.
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to pay distributions, fund investments, repay borrowings, redeem Units and fund other general business needs. Our sources of funds for liquidity consist of the net proceeds from our continuous private offering, net cash provided by operating activities, proceeds and available borrowings from repurchase agreements, loan repayments, and future issuances of equity and/or debt securities.
We currently believe that we have sufficient liquidity and capital resources available for the acquisition of additional investments and to redeem Units under our Unit Redemption Plan. Cash needs for purchasing investments are funded by our continuous private offering, and all other cash needs are generally met from operations.
Our Investment Manager has agreed to several support measures. Our Investment Manager agreed to advance all organization and offering costs other than upfront selling commissions, placement fees and servicing fees on our behalf through the First Closing. We will reimburse the Investment Manager for such agreed upon advanced costs within two years following the First Closing. As of September 30, 2026, the Investment Manager has advanced organization and offering expenses on our behalf of approximately $4.3 million. Our Investment Manager agreed to waive its management fee during the first six months following the First Closing. Additionally, per the Partnership Agreement, our Investment Manager has agreed to bear, without reimbursement, or reimburse us for, Eligible Operating Expenses exceeding 0.60% per annum of the Transactional NAV of the Partnership on each month-end of each annual period between the First Closing and December 31, 2026.
As of September 30, 2026, we had $61.0 million cash and cash equivalents and no outstanding debt. The primary use of our cash is to purchase investments, fund the cost of operations, fund redemptions under the Unit Redemption Plan, and fund cash distributions, if any, to the holders of the Units.
The following table presents changes in cash and cash equivalents and restricted cash ($ in thousands):
Nine Months Ended
September 30, 2026 		For the period from April 1, 2025 (commencement of operations) through
September 30, 2025
Cash flows used for operating activities $ (189,756) $ (190,248)
Cash flows from financing activities 226,186 250,272
Net change in cash, cash equivalents and restricted cash $ 36,430 $ 60,024
Our operating activities used net cash of $189.8 million for the nine months ended September 30, 2026, primarily driven by the purchase of investments for $217.0 million.
Our financing activities provided net cash of $226.2 million for the nine months ended September 30, 2026, primarily driven by $214.3 million of proceeds from the issuance of Units pursuant to our continuous private offering.
Non-GAAP Financial Measure
Transactional Net Asset Value
We calculate Transactional NAV based on the month-end value of our investments, the addition of the value of any other assets (such as cash on hand, without duplication), and the deduction of any liabilities, including the allocation/accrual of the Management Fee and Carried Interest and the deduction of expenses attributable to certain Series, such as applicable Servicing Fees. We believe that the presentation of Transactional NAV is useful to investors because it is the basis of subscriptions, redemptions, and certain fees and expenses incurred by the Partnership and it enables investors to evaluate the change in value of their investments. The calculation of our Transactional NAV shall generally be made in accordance with the methodology set forth in the Investment Manager's valuation policy in respect of the Partnership, which may differ in certain respects from the methodology required pursuant to U.S. GAAP. While we believe our Transactional NAV calculation methodologies are consistent with standard industry practices, there is no rule or regulation that requires we calculate Transactional NAV in a
certain way. As a result, other industry participants may use different methodologies or assumptions to determine Transactional NAV. Unitholders should not consider Transactional NAV to be equivalent to NAV per Unit for financial reporting purposes under GAAP or any other GAAP measure.
The following table provides details of the major components of our Transactional NAV as of September 30, 2026 ($ in thousands):
Components of Transactional NAV September 30, 2026
Investments, at fair value $ 634,514
Cash and cash equivalents 60,976
Restricted cash 12,257
Other assets 8,494
Subscriptions received in advance (12,257)
Other liabilities (20,805)
Due to affiliates (38,761)
Transactional NAV $ 644,418
The following table provides a breakdown of our Transactional NAV per Unit by Series as of ($ in thousands, except Unit and per Unit data):
September 30 2026
Units
Transactional NAV Number of Units Transactional NAV per Unit
Series A 20 20,000 $ 1.00
Series 1869 180,294 1,228,709 146.73
Series I0 442,308 3,074,377 143.87
Series RSD02 21,770 148,361 146.74
Series C 15 10,000 1.50
Series N 11 110 103.50
644,418 4,481,557
The following table reconciles GAAP Net Asset Value to Transactional Net Asset Value ($ in thousands):
September 30, 2026
GAAP Net Asset Value
$ 641,408
Adjustments:
Organization and offering costs(1)
3,027
Non-controlling interests
(17)
Transactional Net Asset Value
$ 644,418
__________________
(1) For Transactional NAV, organization and offering expenses advanced on our behalf by the Investment Manager are recognized as a reduction to Transactional NAV ratably over 60 months.
Critical Accounting Estimates
The preparation of the financial statements in accordance with GAAP involves significant judgments and assumptions and requires estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of income and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our consolidated financial statements.
The following is a summary of our significant accounting policies that we believe are the most affected by our judgments, estimates and assumptions.
The most critical accounting estimate relates to the valuation of our investments that do not have a readily ascertainable market value. As of September 30, 2026, our Level 3 investments (those valued using significant unobservable inputs) had an aggregate fair value of $382.3 million, representing approximately 60% of total investments at fair value. The valuation technique used to value a given Level 3 investment depends on the characteristics of the investment. The valuations of substantially all of our Level 3 investments as of September 30, 2026 were determined using the comparable multiple analysis approach (utilizing EBITDA multiple with a weighted average of 14.2x and Revenue multiple with a weighted average of 11.0x), the income approach (utilizing a yield with a weighted average of 14.5%), or recent transactions. Due to the inherent uncertainties of valuation, these estimated fair values may differ significantly from the values that would have been realized had a readily available market for these investments existed, and these differences could be material. For more information regarding our Level 3 investments, see Note 3 "Investments and Fair Value Measurements" in the "Notes to the Unaudited Consolidated Financial Statements".
Recent Accounting Developments
See Note 2 "Significant Accounting Policies" to our consolidated financial statements in this Quarterly Report on Form 10-Q.
G-private Equity LP published this content on November 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 13, 2026 at 19:46 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]