AlTi Global (ALTI) 424B3Prospectus supplement

On February 22, 2024, the Company entered into the Allianz Investment Agreement, pursuant to which, subject to the terms and conditions thereof, (a) Allianz will purchase (i) 140,000 shares of Series A Preferred Stock for an aggregate purchase price of $140 million; (ii) 19,318,580.96 shares of newly issued Class A Common Stock for an aggregate purchase price of $110 million; and (b) the Company will issue to Allianz the Allianz Warrants.

The Allianz Investment Agreement contains customary representations and warranties of the Company relating to its business and operations, and customary representations and warranties of Allianz relating to its capacity to consummate the transactions contemplated by the Allianz Investment Agreement.

The parties have agreed to use their reasonable best efforts to make required governmental filings and to obtain necessary governmental approvals, authorizations and consents, including in certain foreign jurisdictions.

The Allianz Investment Agreement includes customary pre-closing covenants of the Company, including, among other items, covenants not to: (i) adopt or propose changes to its organizational documents; (ii) merge or consolidate with any person, subject to certain exceptions; (iii) acquire assets or equity interests with a value or purchase price in the aggregate

in excess of an agreed threshold; (iv) issue additional securities, subject to certain exceptions; (v) incur additional indebtedness above an agreed threshold, subject to certain exceptions; and (vi) materially increase the compensation or benefits, grant any new awards or hire or terminate certain employees, subject to certain exceptions.

The Allianz Investment Agreement also requires each of the Company and Allianz to indemnify the other party and its affiliates, officers, directors, partners, members and employees for breaches of representations and warranties and breaches of covenants, among other matters. Losses for breaches of representations and warranties (other than fundamental representations) will be subject to (i) a $75,000 per claim threshold, (ii) a tipping basket equal to 1.0% of the Allianz Purchase Price whereby the indemnifying party will be liable for all losses from “dollar one” once aggregate losses exceed the basket and (iii) an aggregate cap on losses equal to 15% of the Allianz Purchase Price. The Company’s other indemnification obligations are generally capped at the Allianz Purchase Price, other than in the case of Fraud (as defined in the Allianz Investment Agreement) in connection with the express representations and warranties in the Allianz Investment Agreement and certain disclosed matters. General business representations will survive for fifteen (15) months after the Allianz Closing. Fundamental representations will survive the Allianz Closing until 60 days following expiration of the statute of limitations.

The Allianz Investment Agreement also provides for certain mutual termination rights of the Company and Allianz, including the right of either party to terminate the Allianz Investment Agreement if the Allianz Transaction is not consummated by August 22, 2024, subject to a 3-month extension in the case all conditions to the closing have been satisfied other than one or more regulatory approvals. Either party may also terminate the Allianz Investment Agreement if there is a final, non-appealable order from a governmental entity restraining, enjoining or prohibiting the proposed transaction. In addition, a party may terminate the Allianz Investment Agreement if there is an uncured material breach by the other party of the Allianz Investment Agreement, provided that the terminating party is not then in material breach.

The Allianz Investment Agreement grants certain “most favored nation” rights to Allianz with respect to future rights granted by AlTi to Constellation in connection with amendments to the arrangements contemplated by the Constellation Transaction.

The foregoing description of the Allianz Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the Allianz Investment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On February 22, 2024, the Company entered into the Supplemental Investment Agreement, pursuant to which, for purposes of funding one or more strategic international acquisitions by the Company or its subsidiaries, Allianz is permitted, at its option, to purchase additional shares of Series A Preferred Stock up to an aggregate amount equal to $50,000,000.

Each supplemental investment will generally be subject to the same closing conditions as provided in the Allianz Investment Agreement. Absent mutual agreement to extend, the Supplemental Investment Agreement will terminate on February 22, 2029.

With respect to the Initial Allianz Common Stock Investment, Allianz will be subject to a three-year lock-up period as follows: (i) for one (1) year after the Allianz Closing, none of the shares comprising the Initial Allianz Common Stock Investment may be transferred; (ii) after the first anniversary of the Allianz Closing, up to 40% of the shares comprising the Initial Allianz Common Stock Investment may be transferred; (iii) after the second anniversary of the Allianz Closing, up to an additional 30% of the shares comprising the Initial Allianz Common Stock Investment may be transferred; and (iv) after the third anniversary of the Allianz Closing, all remaining shares comprising the Initial Allianz Common Stock Investment may be transferred.

Additionally, pursuant to the Allianz Investor Rights Agreement, the Series A Preferred Stock acquired by Allianz may not be transferred until the second anniversary of the Allianz Closing.

Pursuant to the Investor Rights Agreement, until such time as Allianz ceases to own at least 50% of the Initial Allianz Common Stock Investment, Allianz will also have customary preemptive rights subject to certain exceptions.

Until the later of (i) the third anniversary of the Allianz Closing and (ii) one year after Allianz ceases to own at least 50% of the Initial Allianz Common Stock Investment, Allianz will be subject to a customary standstill provision which will restrict a number of activities pertaining to, among other things, acquiring additional securities, making certain announcements regarding transactions involving the Company, soliciting proxies, advising or encouraging other persons and taking actions to change or influence the Board, management or the direction of certain Company matters, subject to certain customary exceptions

.

Allianz will also be subject to certain customary transfer restrictions, including in connection with any transfer to a Major Third Party Transferee.

The foregoing description of the Allianz Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Allianz Investor Rights Agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.

The Series A Preferred Stock will not vote on any matters with respect to which stockholders are entitled to vote. However, the Company shall not, without the prior vote of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding, voting separately as a single class, (i) alter or change the powers, preferences or special

rights of the shares of Series A Preferred Stock so as to affect them adversely or (ii) take any other action upon which class voting is required by applicable law.

At any time after the thirtieth (30th) anniversary of the Allianz Closing, upon the request of Allianz, the Company must redeem all of the outstanding Series A Preferred Stock for an amount per share equal to the Series A Liquidation Preference calculated as of the redemption date. At any time after the thirtieth (30th) anniversary of the Allianz Closing, the Company may redeem all of the outstanding Series A Preferred Stock for an amount per share equal to the Series A Liquidation Preference calculated as of the redemption date.

The number of Additional Shares, if any, issuable in connection with a Make-Whole Fundamental Change shall be determined by reference to the table contained in the Series A Certificate of Designations, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective and the price paid (or deemed to be paid) per share of the Class A Common Stock in the Make-Whole Fundamental Change.

In the event of a change of control of the Company pursuant to which the holders of Class A Common Stock are entitled to receive consideration in cash, securities or other assets with respect or in exchange for shares of Class A Common Stock, at Allianz’s election,

The Series B Preferred Stock will not vote on any matters with respect to which stockholders are entitled to vote under applicable law, the Certificate of Incorporation of the Company or the Bylaws of the Company, or upon which a vote of stockholders generally entitled to vote is otherwise duly called for by the Company.

In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company, each Series B Holder will share ratably in the assets and funds of the Company available for distribution to stockholders of the Company, in the same amount per share and in the same manner as holders of Class A Common Stock, and together with the Class A Common Stock as a single class and on a pro-rata basis.

On the date that the stockholders of the Company approve the Charter Amendment, each share of Series B Preferred Stock will be automatically converted into one share of Non-Voting Class C Common Stock.

In the event of a merger or consolidation of the Company with or into another entity, the Series B Holders shall be converted into the right to receive the same consideration in the same amount per share and in the same manner as the Class A Common Stock.

The foregoing description of the Series B Certificate of Designations does not purport to be complete and is qualified in its entirety by the full text of the Series B Certificate of Designations, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

At the Allianz Closing, the Company will issue to Allianz a warrant to purchase 5,000,000 shares of Class A Common Stock.

The exercise price of the Allianz Warrants will be $7.40 per share of Class A Common Stock, subject to customary adjustments.

The foregoing description of the Allianz Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Allianz Warrant Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

In connection with the Allianz Transaction and as required by the Allianz Investment Agreement, the Board intends to submit a proposal to the Company’s stockholders to amend the Company’s Certificate of Incorporation to authorize and designate the Non-Voting Class C Common Stock.

The Non-Voting Class C Common Stock will not vote on any matters with respect to which stockholders are entitled to vote. However, the Company shall not, without the prior vote of the holders of at least a majority of the shares of Non-Voting Class C Common Stock then outstanding, voting separately as a single class (i) alter or change the powers, preferences or special rights of the shares of Non-Voting Class C Common Stock so as to affect them adversely or (ii) take any other action upon which class voting is required by applicable law.

The Non-Voting Class C Common Stock will participate with the shares of Class A Common Stock with respect to dividends.

In the event of a merger or consolidation of the Company, Class C Holders will be converted into the right to receive the same consideration in the same amount per share and in the same manner as the Class A Common Stock.

The Non-Voting Class C Common Stock will be convertible at any time into an equal number of shares of Class A Common Stock at the option of a Class C Holder any time. No Class C Holder will have the right to convert or be issued shares to the extent that after giving effect to such conversion or issuance, the beneficial ownership of the Class C Holder would exceed the applicable Ownership Cap.

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.3 and incorporated herein by reference.

Pursuant to the Voting Agreements, each stockholder will agree to vote, at the next annual or special meeting of stockholders of the Company, in favor of the Charter Amendment and in favor of the election of each Investor Designee, to the extent such Investor Designee has been recommended to the stockholders by the Board.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

Pursuant to the Constellation Investor Rights Agreement (as defined below), Constellation shall have the right to designate one observer to the Transaction Committee.

Prior to the execution of (i) non-binding letters of intent, term sheets or the like and (ii) binding term sheets, letters of intent, commitment letters, binding offers or definitive transaction or financing agreements with regard to any Transaction Proposal, the Company’s management will submit such Transaction Proposal, as well as the required analysis of such Transaction Proposal, to the Transaction Committee for approval based on the following thresholds: (i) for Transaction Proposals with a total consideration or equity value equal to or greater than $175,000,000, a minimum of three members including the Investor Designee must vote in favor of such Transaction Proposal; (ii) for Transaction Proposals with a total consideration or equity value less than $175,000,000 but equal to or greater than $10,000,000, a minimum of any three members must vote in favor of such Transaction Proposal; and (iii) for Transaction Proposals with a total consideration or equity value of less than $10,000,000, the Transaction Committee will be informed of such Transaction Proposal and each member will have a two business day period in which to request that such Transaction Proposal be put to a vote of the Transaction Committee. If the Transaction Committee votes in favor a Transaction Proposal, such Transaction Proposal will be submitted to the Board and deemed a recommendation from the Transaction Committee that the Board approve such Transaction Proposal.

On February 22, 2024, the Company entered into the Constellation Investment Agreement, pursuant to which, subject to the terms and conditions thereof, (i) Constellation will purchase shares of newly issued Series C Preferred Stock for an aggregate purchase price of up to $150 million, in two tranches as described below and (ii) the Company will issue to Constellation the Constellation Warrants. At the initial closing, which is expected to occur on or before March 31, 2024, Constellation will purchase shares of Series C Preferred Stock in an aggregate amount equal to $115 million and the Company will issue to Constellation 1,533,333 Constellation Warrants. The Company may deliver written notice directing Constellation to purchase the remaining $35 million at any point between May 1, 2024 and September 30, 2024 and following such notice, and subject to satisfaction or waiver of conditions to closing, including applicable regulatory approvals, Constellation will have 15 business days to purchase additional shares of Series C Preferred Stock on terms consistent with the initial investment and, assuming such purchase occurs, the Company will issue to Constellation 466,667 Constellation Warrants.

The Constellation Investment Agreement is on substantially the same terms as the Allianz Investment Agreement, subject to certain changes consistent with differences in the preferred securities, the governance terms between the two investments and certain differences in the “most favored nation” rights granted by AlTi to Constellation.

The foregoing description of the Constellation Investments Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Constellation Investment Agreement, a copy of which is attached hereto as Exhibit 10.5 and incorporated herein by reference.

At the Constellation Initial Closing, the Company and Constellation will enter into the Constellation Investor Rights agreement which will be on substantially the same terms as the Allianz Investor Rights Agreement, subject to certain modifications to reflect differences in economic and governance terms between the two investments.

Pursuant to the Constellation Investor Rights Agreement and the Constellation Investment Agreement, Constellation shall have the right to designate one observer to the Board and to the Transaction Committee.

The foregoing description of the Constellation Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Constellation Investor Rights Agreement, a copy of which is attached hereto as Exhibit 10.6 and incorporated herein by reference.

Constellation will be entitled to vote its Series C Preferred Stock on an as-converted basis with holders of outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Company for their action or consideration, subject to a 7.5% voting cap as specified in the Series C Certificate of Designations and except as otherwise provided by law.

The number of Additional Shares, if any, issuable in connection with a Make-Whole Fundamental Change shall be determined by reference to the table contained in the Series C Certificate of Designations, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective and the price paid (or deemed to be paid) per share of the Class A Common Stock in the Make-Whole Fundamental Change.

A Fundamental Change occurs when: (i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act files a Schedule TO or any schedule, form or report that discloses that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the common stock representing more than 50% of the voting power of the Class A Common Stock; (ii) (a) the consummation of any recapitalization, reorganization, reclassification or change of all of the Class A Common Stock (other than changes resulting from a subdivision or combination) as a result of which all of the Class A Common Stock is converted into, or exchanged for, stock, other securities, other property or assets; (b) any share exchange, consolidation or merger of the Company pursuant to which all of the Class A Common Stock will be converted into cash, securities or other assets; or (c) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any person or group other than any of the Company’s wholly-owned subsidiaries; (iii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or (iv) the Class A Common Stock (or other common stock underlying the Series C Preferred Stock) ceases to be listed or quoted on Nasdaq or the New York Stock Exchange or other national securities exchange.

Subject to certain conditions, Constellation will have the right to settle a portion of the Corporation Redemption Price or Put Price in shares of Class A Common Stock as specified in the Series C Certificate of Designations.

Constellation will be subject to the transfer restrictions set forth in the Constellation Investor Rights Agreement.

In the event of a change of control of the Company pursuant to which the holders of Class A Common Stock are entitled to receive consideration in cash, securities or other assets with respect or in exchange for shares of Class A Common Stock, at Constellation’s election,

The foregoing description of the Series C Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the full text of the Series C Certificate of Designations, a copy of which is attached hereto as Exhibit 3.4 and incorporated herein by reference.

The Constellation Warrants to be issued will be on substantially the same terms as the Allianz Warrants.

The foregoing description of the Constellation Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Constellation Warrants, a copy of which is attached hereto as Exhibit 4.2 and incorporated herein by reference.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

The Company will execute and file the Series A Certificate of Designations, the Series B Certificate of Designations and the Series C Certificate of Designations to create the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, respectively that will be issued as part of the Allianz Transaction and the Constellation Transaction. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies in connection with the Allianz Transaction. Information about those executive officers and directors of the Company and their ownership of the Company’s common stock is set forth in the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 17, 2023. Investors and security holders may obtain additional information regarding direct and indirect interests of the Company and its executive officers and directors in the Allianz Transaction by reading the proxy statement and prospectus when it becomes available.

This Current Report on Form 8-K and Exhibits 3.1, 3.2, 3.3, 3.4, 4.1, 4.2, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.