📜 What This Document Is 🗓️

This is a Definitive Proxy Statement (DEF 14A), which is a formal document filed with the SEC in preparation for an annual meeting of shareholders. Its purpose is to inform stockholders about the company’s proposals for voting, the governance structure, executive pay, and other material information.

👉 Essentially, it is your instruction manual for the shareholder vote, detailing exactly how and what votes you will be casting on key corporate decisions.

🏢 What Horizon Kinetics Does 💰

In simple terms, Horizon Kinetics Holding Corporation (HKHC) is a company operating in the financial services and asset management sector. It manages assets primarily through its mutual funds and investment products.

Business Model: The company’s core financial results depend on its ability to manage assets and provide financial services, specifically through various proprietary funds and mutual funds.
Scale: The Company reported that it ended the year ended December 31, 2025, with $9.6 billion of Assets Under Management (AUM).
The Co-Founding Legacy: HKHC was co-founded in 1994, a legacy shaped significantly by the company’s co-founder, Mr. Murray Stahl, who served in senior leadership roles for over three decades.

🕊️ Acknowledging a Founding Pillar 🕯️

The proxy statement begins with a heartfelt announcement regarding the passing of co-founder Mr. Murray Stahl. This event signals a major transition for the company's leadership structure.

The Loss: Mr. Stahl, who co-founded Horizon Kinetics in 1994, passed away on April 7, 2026. He had served as the Chairman of the Board, Chief Executive Officer, and Chief Investment Officer until that date.
The Response: The Board and management have committed to honoring his legacy and building upon the success he created.
Leadership Transition: Following this loss, the Board appointed Steven Bregman and Peter Doyle as Co-Chief Executive Officers and is currently evaluating the structure of the Board, including the potential appointment of a new Chairman.

📅 Annual Meeting Details 🏛️

The document provides clear details on the required annual meeting. Stockholders need to pay attention to the dates, locations, and required voting processes to ensure their voice is counted.

When: The annual meeting is scheduled for Tuesday, June 9, 2026, at 2:00 p.m., Eastern Time.
Where: The meeting will be held in two formats:
- In-Person: 470 Park Avenue South, 3rd Floor, New York, New York 10016.
- Virtual: Via the Internet at www.virtualshareholdermeeting.com/HKHC2026.
Record Date: Only stockholders of record as of the close of business on April 24, 2026, are entitled to vote.

🗳️ Proposal 1: Election of Directors 🤵

Proposal 1 addresses who the company’s leaders will be. This is a fundamental governance matter, determining the people who will oversee the company.

Board Size: The Board of Directors has determined that the number of directors shall be seven. Currently, six directors are presented, with the Board considering additional nominees.
Term: Every director elected at this meeting will serve until the 2027 Annual Meeting and until their successor is elected.
Voting Rule (Plurality): Directors must be elected by a plurality of votes. This means only the candidates who receive the highest number of "FOR" votes will be elected, even if they don't receive a majority.
Key Nominees: The nominees include Steven Bregman, Peter Doyle, Daniel J. Roller, Alice C. Brennan, Allison Nagelberg, and Brent D. Rosenthal.
Board Recommendation: The Board of Directors unanimously recommends voting “FOR” the approval of every listed director nominee.

🧑‍⚖️ Proposal 2: Independent Accounting Firm 🧐

This proposal seeks approval for the company's external auditors. Maintaining rigorous financial oversight is critical for investor confidence.

New Firm: The Audit Committee has appointed CBIZ CPAs P.C. as the independent registered public accounting firm for the year ending December 31, 2026.
Audit History: The company recently changed auditors. Weinberg & Company (the previous firm) had served since December 2023. CBIZ CPAs P.C. acquired the attest business from Marcum LLP (who had been appointed in August 2024).
Fee Comparison: Total audit-related fees increased from $939,967 in 2024 to $1,311,037 in 2025. The primary increase was seen in "Audit-related fees," which went up from $413,920 in 2024 to $489,700 in 2025.
Voting Requirement: This proposal requires an affirmative “FOR” vote of a majority of the shares present in person or represented by proxy.

💸 Proposal 3: Executive Compensation (Say-on-Pay) 💵

This is known as a "say-on-pay" vote. It is an advisory vote, meaning while the company will consider the results, the vote itself does not legally bind the Board or the company.

The Purpose: This vote allows stockholders to express their views on the overall compensation package provided to the company's named executive officers (NEOs).
The Compensation Structure: The NEOs' compensation is designed around two main components:
1. Base Salaries: A fixed amount for regular work, reviewed annually.
2. Bonuses: These are discretionary cash awards paid from a general pool.
Future Focus: The company currently does not intend to use equity-based compensation (like stock options or SARs) but plans to reassess this in the future.
Board Recommendation: The Board of Directors unanimously recommends voting “FOR” the approval of the compensation.

🌐 Governance Structure & Committees 🏛️

The Board of Directors manages the company through specialized committees, which provide specialized oversight in different corporate areas. This structure is key to strong corporate governance.

Committee Roles: The Board has three standing committees:
1. Audit Committee: This committee is responsible for monitoring the integrity of the financial statements. They have the sole authority to appoint or replace the independent registered public accounting firm and pre-approve all audit fees.
2. Compensation Committee: This committee reviews and approves the structure and effectiveness of compensation plans and policies for officers and directors.
3. Nominating & Corporate Governance Committee: This committee's job is to determine the appropriate composition of the Board and recommend director nominees for election.
Committee Independence: The Board determined that all members of the Audit, Compensation, and Nominating & Corporate Governance Committees are considered “independent directors.”

🤵 Executive & Director Details 👨‍💼

The filing provides detailed background information on the company's leadership, which helps shareholders understand the expertise guiding the company's future.

Board Leadership: Historically, the roles of Chairman and CEO were combined by Mr. Stahl. Currently, Steven Bregman and Peter Doyle are co-CEOs, and the Board is evaluating its overall leadership structure. Daniel J. Roller has been designated as the lead independent director.
Mr. Murray Stahl’s Background: As a co-founder, Mr. Stahl had over thirty years of investing experience and was responsible for overseeing the company's proprietary research.
Financial Oversight: The CFO is Mark Herndon, who joined the company in 2024. The COO is Alun Williams, who oversees daily operations.
Key General Counsel: Jay Kesslen serves as the General Counsel and Secretary, overseeing all legal affairs and corporate governance.

💵 Executive Pay Summary 📊

Compensation is highly detailed in this proxy. The tables provide a historical look at how much the named executives were paid, allowing stockholders to evaluate whether the pay aligns with the company's performance.

2025 Highlights:
- The company’s total revenues grew 31% in 2025, largely due to higher Assets Under Management (AUM) at its mutual funds.
- Operating expenses saw a decrease of $9.1 million, or 13%, in 2025.
2025 Compensation Totals: The total compensation awarded to the NEOs in 2025 was $410,000 for Mr. Stahl, and over $1 million for Jay Kesslen and Alun Williams.
Philosophy: The Compensation Committee maintains that its pay decisions are guided by ensuring the program is competitive within the industry and is designed to attract and motivate qualified professionals.

📜 Related Party Transactions 🤝

Related party transactions occur when the company does business with people or entities that have a financial relationship with the company's management or directors. These transactions must be disclosed for transparency.

Major Agreements: The company has significant financial ties with affiliates, including:
- FRMO Corporation: This entity has a 4.4% ownership interest in HKHC and a right to a 4.2% share of the company’s gross revenue.
- Consensus Mining & Seigniorage Corporation (CMSG): HKHC has a services agreement with CMSG, performing cryptocurrency mining operations on their behalf.
Oversight: The Board has a written "Conflict of Interest Policy" that requires that all future material transactions with affiliated parties be approved by a majority of the unaffiliated directors.

📞 Communication and Contact Info 📮

If stockholders have further questions about the proxy materials, voting procedures, or the company’s operations, specific contacts are provided.

General Inquiries: Stockholders should contact Jay Kesslen, General Counsel and Secretary at the principal executive office.
Email: [email protected]
Phone: (646) 291-2300
Corporate Website: hkholdingco.com

🧠 The Analogy

Think of this proxy statement like a major league baseball team's annual playbook meeting. The league (the SEC) requires the team to write down everything for the shareholders (the owners) to read: who the captains are (directors), how the coach (CEO) gets paid, who is checking the scorebooks (auditors), and the rules for all the upcoming games (voting proposals). It’s mandatory, detailed, and designed to ensure everyone plays by the same rules.

🧩 Final Takeaway

The primary signals are the major leadership transition following Mr. Stahl's passing and the Board's focus on maintaining robust governance through its specialized committees. Stockholders must carefully review the three distinct proposals to cast informed votes on the company's future direction.

HKHC announces leadership transition following co-founder Stahl's passing