UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 7, 2022

AssetMark Financial Holdings, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (925) 521-2200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(e)

On June 7, 2022, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of AssetMark Financial Holdings, Inc. (the “Company”) approved awards to the Company’s named executive officers (“NEOs”) under the Company’s long-term incentive program, a portion of which was granted in the form of restricted cash. The restricted cash awards vest in four equal installments on each of the first four anniversaries of the grant date, subject to the NEO’s continued service through such date. The value of the restricted cash awards to the NEOs were as follows: Natalie Wolfsen ($231,000), Michael Kim ($173,250) and Gary Zyla ($90,750).

The remainder of the NEOs’ awards under the long-term incentive program were made in form of restricted stock units and stock appreciation rights, the terms of which are substantially consistent with previously disclosed long-term incentive program awards.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.