Sec Form 4 Filing - Souder William F. @ P10, Inc. - 2024-03-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Souder William F. 2. Issuer Name and Ticker or Trading Symbol P10, Inc. [ PX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) X __ Other (specify below) Chief Operating Officer/See Remarks (Last) (First) (Middle) C/O P10, INC., 4514 COLE AVENUE, SUITE 1600 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2024 (Street) DALLAS, TX75205 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 03/04/2024 A 125,157 03/04/2025( 2 ) 03/04/2026 Class A Common Stock 125,157 $ 0 125,157 D ( 3 ) Stock Options $ 7.99 03/04/2024 A 207,147 ( 4 ) 03/04/2034 Class A Common Stock 207,147 $ 0 207,147 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Souder William F. C/O P10, INC. 4514 COLE AVENUE, SUITE 1600 DALLAS, TX75205 X Chief Operating Officer See Remarks Souder Family LLC C/O P10, INC. 4514 COLE AVENUE, SUITE 1600 DALLAS, TX75205 X Signatures /s/Amanda Coussens, Attorney in Fact for the Reporting Persons 03/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. ( 2 )Restricted stock units vest one year from the date of grant, subject to continuous employment through the vesting date. ( 3 )These securities are owned directly by Mr. Souder. ( 4 )25% of the options vest on the second, third, fourth and fifth anniversary of the applicable grant date, subject to continuous employment through the vesting date and earlier vesting upon the occurrence of certain events.

Remarks: This Form 4 is being filed by Souder Family LLC and Mr. Souder (collectively, the "Reporting Persons"). The Reporting Persons are members of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding Common Stock. The securities reported herein do not include any securities held by any group member other than the Reporting Persons, as such securities are being reported in separate Form 4 filings. The Reporting Persons disclaim beneficial ownership of the securities of the Issuer reported herein, except to the extent of his or its pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that the Reporting Persons are the beneficial owners of the securities of the Issuer reported herein. Mr. Souder also serves as the Chief Operating Officer of the Issuer and as a director on the Board of Directors of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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