Sec Form 4 Filing - McNatt Joel David JR @ AssetMark Financial Holdings, Inc. - 2024-09-05

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 McNatt Joel David JR 2. Issuer Name and Ticker or Trading Symbol AssetMark Financial Holdings, Inc. [ AMK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Investment Solutions (Last) (First) (Middle) C/O ASSETMARK FINANCIAL HOLDINGS, INC., 1655 GRANT STREET, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/05/2024 (Street) CONCORD, CA94520 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock 09/05/2024 D( 1 ) 28,585 ( 2 ) D $ 35.25 0 D Common Stock 09/05/2024 D( 1 ) 2,080 D $ 35.25 0 I By Child ( 3 ) Common Stock 09/05/2024 D( 1 ) 6,864 D $ 35.25 0 I By Roberts McNatt Living Trust ( 4 )

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 Employee Stock Option (right to buy) ( 5 ) 09/05/2024 D 12,758 ( 5 ) 07/17/2029 Common Stock 12,758 ( 5 ) 0 D Stock Appreciation Right ( 6 ) 09/05/2024 D 45,111 ( 6 ) 06/08/2032 Common Stock 45,111 ( 6 ) 0 D Stock Appreciation Right ( 6 ) 09/05/2024 D 23,282 ( 6 ) 06/09/2031 Common Stock 23,282 ( 6 ) 0 D Stock Appreciation Right ( 6 ) 09/05/2024 D 9,377 ( 6 ) 06/09/2030 Common Stock 9,377 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McNatt Joel David JR C/O ASSETMARK FINANCIAL HOLDINGS, INC. 1655 GRANT STREET, 10TH FLOOR CONCORD, CA94520 EVP, Investment Solutions Signatures /s/ Celeste Angelich, as Attorney-in-Fact, for Joel David McNatt Jr. 09/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of April 25, 2024, by and among AssetMark Financial Holdings, Inc., GTCR Everest Borrower, LLC and GTCR Everest Merger Sub, Inc. (the "Merger Agreement"). Pursuant to the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each share of common stock held by the reporting person was converted automatically into the right to receive $35.25 per share in cash (the "Merger Consideration"). ( 2 )Includes shares of common stock underlying restricted stock units. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit held by the reporting person was canceled and converted automatically into the right to receive the Merger Consideration. ( 3 )The Reporting Person disclaims beneficial ownership of the shares held by his minor children in their custodial account except to the extent of his pecuniary interest therein, and this Report should not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or any other purpose. ( 4 )Shares held by the Roberts McNatt Living Trust dated December 6, 2018. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, each stock option with respect to shares of common stock held by the reporting person was canceled and converted automatically into the right to receive an amount in cash equal to, with respect to each share of common stock underlying such stock option, the excess (if any) of the Merger Consideration over the applicable exercise price. ( 6 )Pursuant to the Merger Agreement, at the Effective Time, each stock appreciation right with respect to shares of common stock held by the reporting person was canceled and converted automatically into the right to receive an amount in cash equal to, with respect to each stock appreciation right, the excess (if any) of the Merger Consideration over the applicable exercise price.

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).

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