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What changed in AFFILIATED MANAGERS GROUP, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AFFILIATED MANAGERS GROUP, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+327 added−280 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-14)

Top changes in AFFILIATED MANAGERS GROUP, INC.'s 2025 10-K

327 paragraphs added · 280 removed · 237 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeCommodity Futures Trading Commission (“CFTC”) with respect to the management of funds and other products that utilize futures, swaps, o r other CFTC-regulated instruments. In addition, certain of our Affiliates and our U.S. wealth broker-dealer subsidiary are registered broker-dealers and members of the Financial Industry Regulatory Authority (“FINRA”), for the purpose of distributing funds or other products.
Biggest changeCertain of our Affiliates and our U.S. wealth distribution subsidiary are also members of the National Futures Association and are regulated by the U.S. Commodity Futures Trading Commission (“CFTC”) with respect to the management of funds and other products that utilize futures, swaps, or other CFTC-regulated instruments.
In the case of structures where we contractually share in the Affiliate’s revenue without regard to expenses, comprising Affiliates that contribute a majority of our Consolidated revenue, the Affiliate allocates a specified percentage of its revenue to us and Affiliate management, while using the remainder for operating expenses and additional distributions to Affiliate management.
In the case of structures where we contractually share in the Affiliate’s revenue without regard to expenses, comprising Affiliates that contribute a majority of Consolidated revenue , the Affiliate allocates a specified percentage of its revenue to us and Affiliate management, while using the remainder for operating expenses and additional distributions to Affiliate management.
We make these reports available through our website as soon as reasonably practicable after our electronic filing of such materials with, or the furnishing of them to, the SEC. The information contained or incorporated on our website is not a part of this Annual Report on Form 10-K. 7 Table of Contents
We make these reports available through our website as soon as reasonably practicable after our electronic filing of such materials with, or the furnishing of them to, the SEC. The information contained or incorporated on our website is not a part of this Annual Report on Form 10-K. 8 Table of Contents
These Affiliates have excellent long-term track records across both beta-sensitive and absolute return strategies, including global macro, relative value fixed income, and trend-following, which are designed to generate returns that have low or no correlation to broader markets.
These Affiliates have excellent long-term track records across both beta-sensitive and absolute return strategies, including multi-strategy, global macro, relative value fixed income, and trend-following, which are designed to generate returns that have low or no correlation to broader markets.
Our Affiliates’ attractive return streams are utilized in client portfolios to address a range of needs for institutional and wealth clients globally; certain Affiliates also provide investment management and customized investment counseling and fiduciary services to high net worth individuals and families and institutional clients.
Our Affiliates’ attractive return streams are utilized in client portfolios to address a range of needs for institutional and individual clients globally; certain Affiliates also provide investment management and customized investment counseling and fiduciary services to high net worth individuals, families, and institutional clients.
Given this, the following is a discussion of AMG’s workforce, or approximately 250 of the total employees, and the policies and cultural initiatives which pertain to our human capital. 6 Table of Contents Our employees and our reputation are our most important assets, and attracting, retaining, and motivating top talent to execute on our strategic business objectives is a fundamental imperative.
Given this, the following is a discussion of AMG’s workforce, or approximately 250 of the total employees, and the policies and cultural initiatives which pertain to our human capital. Our employees and our reputation are our most important assets, and attracting, retaining, and motivating top talent to execute on our strategic business objectives is a fundamental imperative.
Our Strategy We generate long-term value by investing in high-quality independent partner-owned firms and allocating resources across AMG’s unique opportunity set to the areas of highest growth and return. Our business generates significant cash flow, which we deploy toward growth investments and return of capital to shareholders, primarily through share repurchases.
Our Strategy We generate long-term value by investing in high-quality independent partner-owned firms and allocating resources across AMG’s unique opportunity set to the areas of highest growth and return. Our business generates significant cash flow, which we deploy toward growth investments and the return of capital to shareholders.
We and Affiliate management, therefore, participate in any increase or decrease in revenue, and only Affiliate 4 Table of Contents management participates in any increase or decrease in expenses. Under these structured partnership interests our contractual share of revenue generally has priority over distributions to Affiliate management.
We and Affiliate management, therefore, participate in any increase or decrease in revenue, and only Affiliate management participates in any increase or decrease in expenses. Under these structured partnership interests our contractual share of revenue generally has priority over distributions to Affiliate management.
Our unique approach provides independent firms with the advantages of a long-term strategic partnership, while actively supporting their autonomy and independence, thereby preserving their core strengths and essential elements of their success – their entrepreneurial cultures, investment focus, and disciplined long-term orientations.
Our unique approach provides independent firms with the advantages of a long-term strategic partnership, while actively supporting their autonomy and independence, thereby preserving their core advantages and the essential elements of their success — their entrepreneurial cultures, differentiated investment expertise, and disciplined long-term orientations.
We and our Affiliates have experienced legal and compliance professionals in place to address these requirements, and have relationships with various legal and regulatory advisers in each of the countries where we and our Affiliates conduct business. See “Item 1A. Risk Factors”.
We and our Affiliates have experienced legal and compliance professionals in place to address these requirements, and have relationships with various legal and regulatory advisors in each of the countries where we and our Affiliates conduct business. See “Item 1A.
Across management positions in our workforce, gender diversity is 39% , and nearly half ( 48% ) of our employees are women. Further, three of seven ( 43% ) independent members of our Board of Directors are women, and three of seven ( 43% ) independent directors are ethnically diverse.
Across management positions in our workforce, gender diversity is 39% , and nearly half ( 47% ) of our employees are women. Further, four of seven ( 57% ) independent members of our Board of Directors are women, and three of seven ( 43% ) independent directors are ethnically diverse.
Many of these firms may offer products and services that our Affiliates may not, in particular investment strategies such as passively managed products, including exchange traded funds, which typically carry lower fee rates. Certain Affiliates offer their investment management services to the same client types and, from time to time, may compete with each other for clients.
Many of these firms may offer products and services that our Affiliates may not, in particular investment strategies such as passively managed products, including ETFs, which typically carry lower 5 Table of Contents fee rates. Certain Affiliates offer their investment management services to the same client types and, from time to time, may compete with each other for clients.
Our annual anonymous employee engagement survey reported an employee satisfaction rating of approximately 90% in 2024 , which we attribute to our focus and commitment to our employees, our entrepreneurial culture and partnership orientation, and our meaningful involvement with communities surrounding our offices.
Our annual anonymous employee engagement survey reported an employee satisfaction rating of 93% in 2025 , which we attribute to our focus and commitment to our employees, our entrepreneurial culture and partnership orientation, and our meaningful involvement with communities surrounding our offices.
Our growth investments are focused on: (i) partnering with high-quality new Affiliates operating in secular demand areas; (ii) investing in and alongside our existing Affiliates to capitalize on their growth opportunities, including through seeding new products; and (iii) investing in our own strategic value-add capabilities, which are leveraged by our Affiliates to further scale and diversify their organizations.
Our growth investments are focused on: (i) partnering with high-quality new Affiliates operating in areas of durable client demand; (ii) investing in and alongside our existing Affiliates to capitalize on their growth opportunities, including by seeding new products; and (iii) investing in our own strategic value-add capabilities, which are leveraged by our Affiliates to further scale and diversify their businesses.
Through these recent growth investments, we have deliberately evolved our business toward alternatives, with the intention of improving our long- term organic growth and earnings growth prospects as well as further enhancing the stability of our cash flow. AMG’s strategic expertise in collaborating with partner-owned firms has been honed over the course of three decades.
Through these recent growth investments, we have deliberately evolved our business toward alternatives, with the intention of improving our long-term organic growth and earnings growth prospects as well as further enhancing the stability of our cash flow. AMG’s strategic expertise in collaborating with partner-owned firms has been honed across more than three decades of working closely with our Affiliates.
Due to the extensive laws and regulations to which we and our Affiliates are subject, we and our Affiliates must devote substantial time, expense an d effort to remain current on, and to address, legal and regulatory compliance matters.
Due to the extensive laws and regulations to which we and our Affiliates are subject, we and our Affiliates must devote substantial time, expens e, and effort to remain current on, and to address, legal and regulatory compliance matters.
We believe that high-quality, partner-own ed firms have fundamental competitive advantages in meeting client objectives.
We believe that high-quality, partner-owned firms have fundamental competitive advantages in meeting client objectives.
As of December 31, 2024 , our Affiliates managed approximately $708 billion across a broad range of investment styles and geographies, in alternative and differentiated long-only strategies, as described below. Alternative Strategies Private Markets: Our Affiliates managed approximately $135 billion in private market assets.
As of December 31, 2025 , our Affiliates managed approximately $813 billion across a broad range of investment styles and geographies, in alternative and differentiated long-only strategies, as described below. Alternative Strategies Private Markets: Our Affiliates managed approximately $146 billion in private market assets.
Human Capital Management As of December 31, 2024 , we and our Affiliates had approximately 4,100 employees, the substantial majority of which were employed by our Affiliates and not by AMG. Each Affiliate’s management team retains autonomy in managing and operating their business on a day-to-day basis, including with respect to their human capital.
Risk Factors.” Human Capital Management As of December 31, 2025 , we and our Affiliates had approximately 5,600 employees, the substantial majority of which were employed by our Affiliates and not by AMG. Each Affiliate’s management team retains autonomy in managing and operating their business on a day-to-day basis, including with respect to their human capital.
In many cases, where Affiliates access our growth capital or capital formation capabilities, we invest our capital and resources to develop, seed, and distribute new strategies and products to meet evolving client needs, as well as by deploying our distribution capabilities.
In many cases, where Affiliates access our growth capital or capital formation capabilities, we invest our capital and resources to develop, seed, and distribute new strategies and products that meet evolving client needs.
In addition, one of our three Board committees is chaired by a woman. Our executive management team has responsibility for human capital initiatives, in coordination with our Sustainability Committee, and reviews these initiatives with our Board of Directors regularly. Our Website Our website is www.amg.com .
In addition, two of our three Board committees are chaired by women. Our executive management team has responsibility for human capital initiatives, in coordination with a cross-functional management committee with oversight responsibility for these matters , and reviews these initiatives with our Board of Directors regularly. Our Website Our website is www.amg.com .
Our Affiliates operate across a range of traditional equity and fixed income strategies typically through mutual fund products governed by the Investment Company Act of 1940, as amended (the “Investment Company Act”), separately managed accounts, and Undertakings for Collective Investment in Transferable Securities (“UCITS”), in both the U.S. and international markets.
Differentiated Long-Only Strategies Equities and Multi-asset and Fixed Income : Our Affiliates managed approximately $312 billion in equity assets across a number of differentiated products and approximately $128 billion in multi-asset and fixed income strategies. 4 Table of Contents Our Affiliates operate across a range of traditional equity and fixed income strategies typically through mutual fund products governed by the Investment Company Act of 1940, as amended (the “Investment Company Act”), ETFs, separately managed accounts, and Undertakings for Collective Investment in Transferable Securities (“UCITS”), in both the U.S. and international markets.
With long-dated capital commitments, and the growing potential to generate and realize carried interest over time, we believe our private markets Affiliates enhance AMG’s long-term organic growth, earnings power, and cash flow stability. Liquid Alternatives: Our Affiliates managed approximately $141 billion in liquid alternative assets.
With differentiated investment models, a focus on diverse areas with long-term structural tailwinds, long-dated capital commitments, and the growing potential to generate and realize carried interest over time, we believe our private markets Affiliates enhance AMG’s long-term organic growth and earnings power. Liquid Alternatives: Our Affiliates managed approximately $227 billion in liquid alternative assets.
We are well-positioned to execute upon these investment opportunities through our: • established process of identifying, and cultivating relationships with, high-quality prospective Affiliates; • broad industry network and proprietary relationships developed with prospects over many years; • substantial experience and expertise in structuring and negotiating transactions; • global reputation as an excellent partner to our Affiliates, having provided innovative solutions for the strategic needs of independent investment firms across three decades; and • successful engagement with our Affiliates to enhance their long-term prospects, including through product development, distribution, and other business development initiatives. 3 Table of Contents Our Affiliates Our Affiliates provide a diverse range of differentiated return streams through their specialized investment processes.
We are well-positioned to execute upon these investment opportunities through our: • established process of identifying, and cultivating relationships with, high-quality prospective Affiliates in our areas of focus; • broad industry network and proprietary relationships developed with prospects over many years; • substantial experience and expertise in structuring and negotiating transactions; • global reputation as an excellent partner to our Affiliates, having provided innovative solutions for the strategic needs of independent investment firms for more than three decades; and • successful engagement with our Affiliates to enhance their long-term prospects, including through access to growth capital, product strategy and distribution through our capital formation capabilities, succession planning, and strategic advisory.
Given their long-term performance records, our Affiliates are recognized as being among the industry’s leaders in their respective investment disciplines.
Our Affiliates Our Affiliates provide a diverse range of differentiated return streams through their specialized investment processes. Given their long-term performance records, our Affiliates are recognized as being among the industry’s leaders in their respective investment disciplines.
Virtually all aspects of the asset management business, including the provision of advice, investment strategies and trading, fund sponsorship, and product-related sales and distribution activities, are subject to regulation.
Virtually all aspects of the asset management business, including the provision of advice, investment strategies and trading, fund sponsorship, and product-related sales and distribution activities, are subject to regulation. These regulations are primarily intended to protect the clients of investment advisers and generally grant regulatory authorities broad administrative and enforcement powers.
We have a track record of successfully bringing Affiliate strategies to market, having launched one of the first evergreen funds in the private equity space, and are continuing to build on our success through the launch of a number of new alternative strategies in the wealth marketplace.
We have a track record of successfully bringing Affiliate strategies to market — including one of the first evergreen funds in the private equity space — a nd we are continuing to build on our success through the launch of innovative products, including four new alternative strategies and an active exchange-traded fund (“ ETF ”) in the past two years .
In addition, we continue to have the opportunity to make additional equity investments in our existing Affiliates, or invest in their growth by providing seed or other growth capital.
Accordingly, we expect to continue to have a significant opportunity to invest in and partner with additional high-quality firms across the global investment management industry. In addition, we continue to have the opportunity to make additional equity investments in our existing Affiliates, or invest in their growth by providing seed or other growth capital.
We also have an institutional distribution branch of a subsidiary regulated by the Dubai Financial Services Authority , and any activities in the European Union are subject to compliance with applicable regulations in various European jurisdictions.
We also have an institutional distribution branch of a subsidiary regulated by the Dubai Financial Services Authority, and any activities in the European Union are subject to compliance with applicable regulations in various European jurisdictions. 6 Table of Contents Certain of our Affiliates and our U.S. wealth distribution subsidiary are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and related regulations, with respect to retirement plan clients.
We seek to recruit the best people for each role without regard to gender, ethnicity, or other protected traits, and it is our policy to comply fully with all domestic, foreign, and local laws relating to discrimination in the workplace.
Through our matching program as well as through direct grants, AMG and The AMG Charitable Foundation have made donations to more than 1,100 organizations around the world to date. 7 Table of Contents We seek to recruit the best people for each role without regard to gender, ethnicity, or other protected traits, and it is our policy to comply fully with all domestic, foreign, and local laws relating to discrimination in the workplace.
The Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary duties, compliance and disclosure obligations, and operational and recordkeeping requirements.
The majority of our Affiliates are registered with the SEC as investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary duties, compliance and disclosure obligations, and operational and recordkeeping requirements.
Department of Labor administers ERISA and regulates investment advisers who service retirement plan clients, and has been increasingly active in proposing and adopting additional regulations applicable to the investment management industry. Certain of our Affiliates and our U.S. wealth distribution subsidiary are also members of the National Futures Association and are regulated by the U.S.
ERISA imposes duties on persons who are fiduciaries under ERISA, and prohibits certain transactions involving related parties to a retirement plan. The U.S. Department of Labor administers ERISA and regulates investment advisers who service retirement plan clients, and has been increasingly active in proposing and adopting additional regulations applicable to the investment management industry.
FINRA has adopted extensive regulatory requirements relating to sales practices, registration of personnel, compliance and supervision, and compensation and disclosure. FINRA and the SEC have the authority to conduct periodic examinations of member broker-dealers, and may also conduct administrative proceedings.
FINRA and the SEC have the authority to conduct periodic examinations of member broker-dealers, and may also conduct administrative proceedings.
Our proven ability to magnify the competitive advantages of partner-owned firms, while also preserving their independence, differentiates AMG's partnership model and is increasingly valued by prospective Affiliates. Independent firms seeking an institutional partner are attracted to our innovative partnership approach and our global reputation as a successful strategic partner to independent investment firms around the world.
And because we are aligned with our Affiliates, their success is our success. Our proven ability to magnify the competitive advantages of partner-owned firms, while preserving their independence, differentiates AMG's partnership model and is increasingly valued by prospective Affiliates.
Across these opportunities, we are focused on investing in areas of secular growth and long- 2 Table of Contents term client demand. As part of our strategy, we consistently evaluate our forward opportunity set; over the last several years, we have further invested in alternative strategies, including private markets and liquid alternatives.
As part of our strategy, we consistently evaluate our forward opportunity set; over the last several years, we have further invested in alternative strategies, including significant capital deployed toward new investments in fast- growing areas within private markets and liquid alternatives aligned with long-term trends.
Affiliate management equity ownership (along with our long-term ownership) aligns our interests and preserves Affiliate management equity incentives, including the opportunity for Affiliate management to participate directly in the long-term future growth and profitability of their firms. Our goal with Affiliates is to be an excellent partner.
Affiliate management equity ownership (along with our long-term ownership) creates strong alignment and enables Affiliate management to participate directly in the long-term success of their firms. Our goal with Affiliates is to be an excellent partner. As the business landscape continues to change, the needs of independent firms also evolve.
With meaningful earnings contributions from each of private markets, liquid alternatives, and differentiated long-only (including equities and multi-asset and fixed income) strategies, AMG’s business and earnings profile is highly diversified. Our Partnership Structure with Affiliates AMG offers bespoke partnership solutions to address each Affiliate’s unique needs.
With meaningful earnings contributions from each of private markets, liquid alternatives, and differentiated long-only (including equities and multi-asset and fixed income) strategies, AMG’s business and earnings profile is highly diversified. Given the complementary nature of these strategies, this diversification enhances our earnings stability and supports our ability to reinvest in the highest growth and return opportunities to benefit our shareholders.
We anticipate that the principal owners of independent investment firms will continue to seek access to an evolving range of growth and succession solutions. We will, therefore, continue to have a significant opportunity to invest in and partner with additional high-quality firms across the global investment management industry.
Independent firms seeking an institutional partner are attracted to our innovative partnership approach and our global reputation as a successful strategic partner to leading independent investment firms around the world. We anticipate that the principal owners of independent investment firms will continue to seek access to an evolving range of growth and succession solutions.
Affiliates can leverage AMG’s product development capabilities, sales organization, and operational platform to access this market, which is challenging for independent managers to effectively do on their own at scale; likewise, AMG’s platform provides wealth clients with access to differentiated product from best-in-class independent managers.
Likewise, AMG’s platform provides wealth clients with access to differentiated products from best-in-class independent managers.
As part of our capital formation capabilities, AMG’s vertically-integrated U.S. wealth platform enables Affiliates to access the attractive and growing wealth marketplace.
As part of our capital formation capabilities, AMG’s partnership model provides Affiliates access to its vertically-integrated U.S. wealth platform, which includes product development expertise, an operations team supporting all aspects of the product lifecycle, and a scaled distribution organization operating across specialized sales teams, a strategic relationships team, and marketing.
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These Affiliates operate in a diverse number of areas with long-term structural tailwinds, including infrastructure, credit, private market solutions, and specialty areas including industrial decarbonization, life sciences, and multi-family real estate.
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Across these opportunities, we are focused on investing in areas of secular growth and 2 Table of Contents long-term client demand.
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Differentiated Long-Only Strategies Equities and Multi-asset and Fixed Income: Our Affiliates managed approximately $316 billion in equity assets across a number of differentiated products and approximately $116 billion in multi-asset and fixed income strategies.
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Accordingly, AMG continues to invest in our strategic capabilities to enhance our Affiliates’ ability to achieve their long-term strategic objectives.
Removed
These regulations are primarily intended to protect the clients of investment advisers and generally grant regulatory authorities broad administrative and enforcement powers. 5 Table of Contents The majority of our Affiliates are registered with the SEC as investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
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Today, we are increasingly focused on partnering with firms where AMG’s strategic capabilities can add significant value and with firms that see the value of a strategic partner that can magnify their success — as illustrated by our recent investments.
Removed
Certain of our Affiliates and our U.S. wealth distribution subsidiary are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and related regulations, with respect to retirement plan clients. ERISA imposes duties on persons who are fiduciaries under ERISA, and prohibits certain transactions involving related parties to a retirement plan. The U.S.
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We believe our strategic capabilities provide many of the benefits offered by consolidation models, while critically enabling firms to retain their independence. Together, these capabilities and our commitment to Affiliate independence over the long term distinctly differentiate AMG’s partnership model from other strategic paths available to independent firms.
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Through our matching program as well as through direct grants, AMG and The AMG Charitable Foundation have made donations to more than 900 organizations around the world to date.
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Accessing the attractive and growing U.S. wealth marketplace is challenging for independent managers to effectively do on their own, at scale; leveraging AMG’s dedicated resources and coordinated strategy across key distribution channels has been essential to the successful launch and sustainable growth of our Affiliates’ new alternative products for the U.S. wealth market .
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We also engage with our Affiliates on strategic matters to advance their broader objectives. We enter every partnership with a long-term orientation to magnify our Affiliates’ advantages and support their multi-year business plans. While Affiliates typically partner with AMG to preserve their independence and partnership culture, evolving conditions may lead an Affiliate to consider other options.
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In such cases, through our active strategic engagement, we collaborate with Affiliates to evaluate appropriate strategic alternatives.
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When strategic transactions occur, they typically enhance our flexibility to execute our growth strategy and return capital to shareholders, as we deploy the resulting proceeds in accordance with our disciplined capital allocation framework. 3 Table of Contents Given our partnership structure, strategic decisions are led by our Affiliates and AMG retains certain rights to protect AMG shareholder interests.
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These firms operate across a diverse number of growing areas within private markets and share key characteristics that position them for long-term value creation, including differentiated investment approaches, and deep sector expertise, regional networks, and market-specific knowledge — all of which enhance sourcing and execution.
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Our exposure across these complementary areas further distinguishes AMG’s business model within the independent investment management industry and positions AMG as an attractive strategic partner for leading independent investment firms operating across multiple asset classes. Our Partnership Structure with Affiliates AMG offers bespoke partnership solutions to address each Affiliate’s unique needs.
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In addition, certain of our Affiliates and our U.S. wealth broker-dealer subsidiary are registered broker-dealers and members of the Financial Industry Regulatory Authority (“FINRA”), for the purpose of distributing funds or other products. FINRA has adopted extensive regulatory requirements relating to sales practices, registration of personnel, compliance and supervision, and compensation and disclosure.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur and our Affiliates’ reputations are critical to our business and could be impacted by events that may be difficult or impossible to control, and costly or impossible to remediate, including: • alleged or actual failures by us, our Affiliates, or our respective employees to comply with applicable laws, rules, or regulations; • errors in our public reports; • cyber-attack or data breach incidents; • fund liquidity or valuation issues, or issues relating to the use of leverage, including with respect to assets within private markets funds, liquid alternatives, or similar products of certain of our Affiliates; • threatened or actual litigation against us, any of our Affiliates, or our respective employees; • perceived or actual conflict between us and any of our Affiliates or among our Affiliates; • negative perceptions of our or certain of our Affiliates’ investments or business practices by stakeholder groups who have increasingly expressed divergent views on a range of environmental, social, and governance matters; • fraudulent impersonations of us, our Affiliates, or members of our management by third-party bad actors, including in social engineering schemes that attempt to manipulate targeted recipients into participating in fraudulent investments, purport to offer investment services, or solicit fraudulent investments, including through fake websites and on social media platforms and messaging applications; or • other events and factors that are difficult to predict including those that could impact our Affiliates’ ability to compete effectively with other firms, our ability to successfully pursue our growth strategy, and other risks described elsewhere in this “Risk Factors” section.
Biggest changeOur and our Affiliates’ reputations are critical to our business and could be impacted by events that may be difficult or impossible to control, and costly or impossible to remediate, including: • alleged or actual failures by us, our Affiliates, or our respective employees or third-party service providers or counterparties to comply with applicable laws, rules, or regulations, or contractual obligations or instructions; • errors in our public reports; • cyber-attack or data breach incidents; • fund liquidity or valuation issues, or issues relating to the use of leverage, including with respect to assets within private markets funds, liquid alternative, or similar products of certain of our Affiliates; • threatened or actual litigation against us, any of our Affiliates, or our respective employees; • perceived or actual conflict between us and any of our Affiliates or among our Affiliates; • changes in the structure of our partnership interests in any of our Affiliates, including any repositioning or divestments of such interests; • research published by securities or industry analysts about us or any of our Affiliates; • negative perceptions of our or certain of our Affiliates’ investments or business practices by stakeholder groups who have increasingly expressed divergent views on a range of environmental, social, and governance matters; • fraudulent impersonations of us, our Affiliates, or our respective employees by third-party bad actors, including in social engineering schemes that attempt to manipulate targeted recipients into sharing confidential information, participating in fraudulent investments, purport to offer investment services, or solicit fraudulent investments, including through fake phone calls, e-mails, and websites, and on social media platforms and messaging applications; or • other events and factors that are difficult to predict including those that could impact our Affiliates’ ability to compete effectively with other firms, our ability to successfully pursue our growth strategy, and other risks described elsewhere in this “Risk Factors” section.
The total level of our assets under management generally or with respect to particular products or Affiliates could be adversely affected by conditions outside of our control, including: • a decline in the market value of our assets under management, due to declines or heightened volatility in the capital markets, fluctuations in foreign currency exchange rates and interest rates, inflation, changes in the yield curve, and other market factors; • changes in investor risk tolerance or investment preferences, which could result in investor allocations away from strategies and products offered by our Affiliates; 8 Table of Contents • our Affiliates’ ability to attract and retain client assets and market products and services, which may be impacted by investment performance, client relationships, demand for product and service offerings, their continued development of products to meet the changing demands of investors, and the prices of securities generally; • global economic conditions, which may be exacerbated by changes in the equity or debt markets, including impacts from shifting monetary policies of the U.S.
The total level of our assets under management generally or with respect to particular products or Affiliates could be adversely affected by conditions outside of our control, including: • a decline in the market value of our assets under management, due to declines or heightened volatility in the capital markets, fluctuations in foreign currency exchange rates and interest rates, inflation, changes in the yield curve, and other market factors; • changes in investor risk tolerance or investment preferences, which could result in investor allocations away from strategies and products offered by our Affiliates; 9 Table of Contents • our Affiliates’ ability to attract and retain client assets and market products and services, which may be impacted by investment performance, client relationships, demand for product and service offerings, their continued development of products to meet the changing demands of investors, and the prices of securities generally; • global economic conditions, which may be exacerbated by changes in the equity or debt markets, including impacts from shifting monetary policies of the U.S.
Further, government and regulatory oversight of data privacy in particular has become a priority for regulators around the world, including as examples, through the EU’s General Data Protection Regulation and the California Privacy Rights Act, resulting in heightened data security and handling requirements, increased enforcement risk and fines, increased compliance costs, and expanded incident response and reporting obligations.
Further, government and regulatory oversight of data privacy in particular has become a priority for regulators around the world, including as examples, through the EU’s General Data Protection Regulation and the California Privacy Rights Act, resulting in heightened data security and handling requirements, increased enforcement risk and fines, increased compliance costs, and expanded incident response, reporting, and notification obligations.
In the case of structures where we contractually share in the Affiliate’s revenue without regard to expenses, comprising Affiliates that contribute a majority of our Consolidated revenue, the Affiliate allocates a specified percentage of its revenue to us and Affiliate management, while using the remainder for operating expenses and additional distributions to Affiliate management.
In the case of structures where we contractually share in the Affiliate’s revenue without regard to expenses, comprising Affiliates that contribute a majority of Consolidated revenue, the Affiliate allocates a specified percentage of its revenue to us and Affiliate management, while using the remainder for operating expenses and additional distributions to Affiliate management.
These strategic partnerships, transactions, and initiatives may be complementary to our existing business or involve new operational areas, product structures, or strategies (including in private markets and liquid alternatives), which includes, among others, initiatives to increase the number and type of investment products offered to high-net-worth individuals and families through our U.S. wealth and global distribution platforms, and expanding the geography and scope of our operations.
These strategic partnerships, transactions, joint ventures, and initiatives may be complementary to our existing business or involve new operational areas, product structures, or strategies (including in private markets and liquid alternatives), which includes, among others, initiatives to increase the number and type of investment products offered to high-net-worth individuals and families through our U.S. wealth and global distribution platforms, and expanding the geography and scope of our operations.
Any determination of a failure to comply with applicable laws, rules, or regulations could expose us, our Affiliates, or our respective employees to civil liability, criminal liability, or disciplinary or enforcement action, with penalties that could include the disgorgement of fees, fines, sanctions, suspensions, termination of adviser status, or censure of individual employees or revocation or limitation of business activities or registration, and may result in monetary losses that are not covered by insurance in adequate amounts or at all, any of which could have an adverse impact on our stock price, financial condition, and results of operations.
Any determination of a failure to comply with applicable laws, rules, or regulations could expose us, our Affiliates, or our respective employees to civil liability, 16 Table of Contents criminal liability, or disciplinary or enforcement action, with penalties that could include the disgorgement of fees, fines, sanctions, suspensions, termination of adviser status, or censure of individual employees or revocation or limitation of business activities or registration, and may result in monetary losses that are not covered by insurance in adequate amounts or at all, any of which could have an adverse impact on our stock price, financial condition, and results of operations.
In some cases, this could result in the full divestment of our interest to Affiliate management or to a third-party, or in our acquisition of all of the equity interests of the Affiliate.
In some cases, this could result in the partial or full divestment of our interest to Affiliate management or to a third-party, or in our acquisition of all of the equity interests of the Affiliate.
Our growth strategy also includes selectively pursuing strategic partnerships, transactions, and initiatives in areas where we can assist our Affiliates in growing and diversifying their businesses (including through seed capital, general partner commitments, and other strategic investments in our Affiliates and their funds), to further enhance our competitive position, or where we believe we can add value and generate meaningful returns.
Our growth strategy also includes selectively pursuing strategic partnerships, transactions, joint ventures, and initiatives in areas where we can assist our Affiliates in growing and diversifying their businesses (including through seed capital, general partner commitments, and other strategic investments in our Affiliates and their funds), to further enhance our competitive position, or where we believe we can add value and generate meaningful returns.
Federal Reserve Bank and other global central banks, or instability and liquidity issues in the financial system generally; • financial crises, political or diplomatic developments in the U.S. or globally, including uncertainties regarding actual and potential changes in domestic, foreign, trade, economic, and other policies, trade tensions, public health crises, civil unrest, war, terrorism, natural disasters, or risks associated with global climate change; and • other factors that are difficult to predict.
Federal Reserve Bank and other global central banks, or instability and liquidity issues in the financial system generally; • financial crises, political or diplomatic developments or instability in the U.S. or globally, including uncertainties regarding actual and potential changes in domestic, foreign, trade, economic, and other policies, trade tensions, public health crises, civil unrest, war, terrorism, natural disasters, fluctuations in commodity prices, or risks associated with global climate change; and • other factors that are difficult to predict.
In these types of structures, while our distributions generally have priority, our agreed allocations may not anticipate changes in the revenue and operating expense base of the Affiliate, and the revenue remaining after our specified 12 Table of Contents share is allocated to us may not be large enough to cover all of the Affiliate’s operating expenses, which could result in a reduction of the amount allocated to us or could negatively impact the Affiliate’s operations and prospects.
In these types of structures, while our distributions generally have priority, our agreed allocations may not anticipate changes in the revenue and operating expense base of the Affiliate, and the revenue remaining after our specified share is allocated to us may not be large enough to cover all of the Affiliate’s operating expenses, which could result in a reduction of the amount allocated to us or could negatively impact the Affiliate’s operations and prospects.
Accordingly, we and our Affiliates may face various claims, litigation, or complaints from time to time, and we cannot predict the eventual outcome of such matters, some of which may be resolved in a manner unfavorable to us or our Affiliates, or whether any such matters could become material to a particular Affiliate or us in any reporting period.
Accordingly, we and our Affiliates may face various claims, litigation, or complaints from time to time, and we cannot predict the eventual outcome of such matters, some of which may be resolved in a 18 Table of Contents manner unfavorable to us or our Affiliates, or whether any such matters could become material to a particular Affiliate or us in any reporting period.
Recent well-publicized security breaches and service outages at other companies have exemplified security-related vulnerabilities, and may lead to further government and regulatory scrutiny and heightened security requirements both in the U.S. and in other jurisdictions in which we and our Affiliates operate. Item 1B. Unresolved Staff Comments None.
Recent well-publicized security breaches and service outages at other companies and third-party service providers have exemplified security-related vulnerabilities, and may lead to further government and regulatory scrutiny and heightened security requirements both in the U.S. and in other jurisdictions in which we and our Affiliates operate. Item 1B. Unresolved Staff Comments None.
Such repositioning may be done in order to address an Affiliate’s succession planning, changes in its revenue or operating expense base, our or the Affiliate’s strategic planning, or other developments.
Such repositioning may be done in order to address an Affiliate’s succession planning, changes in its revenue or operating expense base, our or the Affiliate’s strategic planning, regulatory considerations, or other developments.
Such capital requirements may be increased from time to time with limited advance notice, which may have the effect of limiting withdrawals of capital and the payment of distributions to us or, if there were a significant change in the required capital or an extraordinary loss or charge against net capital at a particular Affiliate, could adversely impact such Affiliate’s ability to expand or maintain operations.
Such capital requirements may be increased from time to time with limited advance notice, which may have the effect of limiting withdrawals of capital by us and the payment of distributions to us or, if there were a significant change in the required capital or an extraordinary loss or charge against net capital at a particular Affiliate, 17 Table of Contents could adversely impact such Affiliate’s ability to expand or maintain operations.
For example, regulations in the European Union (the “EU”) pertaining to the integration of environmental, social, and governance topics into, among other things, the organizational, risk, and governance arrangements of certain financial entities, and increased disclosure requirements with regard to such factors generally, may materially impact the investment management industry in member states that have adopted, or may in the future adopt, such legislation.
For example, regulations in the EU pertaining to the integration of environmental, social, and governance topics into, among other things, the organizational, risk, and governance arrangements of certain financial entities, and increased disclosure requirements with regard to such factors generally, may materially impact the investment management industry in member states that have adopted, or may in the future adopt, such legislation.
The investment management industry is highly competitive. Our Affiliates compete with numerous investment management firms globally, including public, private and client-owned investment advisers; firms managing passively-managed products, including exchange traded funds; firms associated with 9 Table of Contents securities broker-dealers, financial institutions, insurance companies, private equity firms, sovereign wealth funds; and other entities.
The investment management industry is highly competitive. Our Affiliates compete with numerous investment management firms globally, including public, private, and client-owned investment advisers; firms managing passively-managed products, including exchange traded funds; firms associated with securities broker-dealers, financial institutions, insurance companies, private equity firms, sovereign wealth funds; and other entities.
In addition, our access to additional capital, and the cost of capital we are 10 Table of Contents able to access, is influenced by a number of factors, including the state of global credit and equity markets, interest rates, credit spreads and our credit ratings.
In addition, our access to additional capital, and the cost of capital we are able to access, is influenced by a number of factors, including the state of global credit and equity markets, interest rates, credit spreads, and our credit ratings.
Further, the use of derivative financial instruments does not entirely eliminate the possibility of fluctuations in the value of the underlying position or prevent losses if the value of the position declines, and also can limit the opportunity for gain if the value of the position increases.
Further, the use of derivative financial instruments does not entirely eliminate the possibility of fluctuations in the value of the underlying position 12 Table of Contents or prevent losses if the value of the position declines, and also can limit the opportunity for gain if the value of the position increases.
Competition from these firms may reduce the fees that our Affiliates can obtain for investment management services, or could impair our Affiliates’ ability to attract and retain client assets, and any failure by our Affiliates to successfully develop competing new products and services, or effectively manage the associated operational risks, could harm our Affiliates’ reputations and expose them to additional costs or regulatory scrutiny, which could adversely affect our assets under management, financial condition and results of operations.
Competition from these firms may reduce the fees that our Affiliates can obtain for investment management services, or could impair our Affiliates’ ability to attract and retain client assets, and any failure by our Affiliates to successfully adapt their strategies and develop competitive new products and services, or effectively manage the associated operational risks, could harm our Affiliates’ reputations and competitive positions, and expose them to additional costs or regulatory scrutiny, which could adversely affect our assets under management, financial condition and results of operations.
Our investments involve a number of risks, including the existence of unknown liabilities that may arise after making an investment, some of which may depend upon factors that are not under our control.
Our investments involve a number of risks, including regulatory considerations and the existence of unknown liabilities that may arise after making an investment, some of which may depend upon factors that are not under our control.
Further, given our long-term innovative partnership approach with our Affiliates, which is designed to maintain their independence and autonomy, and, therefore, their unique entrepreneurial and investment-centric cultures, a change in control 14 Table of Contents may be viewed negatively by our Affiliates, impacting their relationships with us.
Further, given our long-term innovative partnership approach with our Affiliates, which is designed to maintain their independence and autonomy, and, therefore, their unique entrepreneurial and investment-centric cultures, a change in control may be viewed negatively by our Affiliates, impacting their relationships with us.
Our growth strategy also includes selectively pursuing strategic partnerships, transactions, and initiatives, which could involve additional risks and uncertainties.
Our growth strategy also includes selectively pursuing strategic partnerships, transactions, joint ventures, and initiatives, which could involve additional risks and uncertainties.
Additionally, we have the right to settle certain Affiliate equity purchase obligations with shares of our common stock. Moreover, in connection with future financing activities, we may issue additional convertible securities or shares of our common stock, including through forward equity transactions.
Additionally, we have the right to settle certain Affiliate equity purchase obligations with shares of our common stock. Moreover, in connection with future financing activities, we may issue convertible securities or 15 Table of Contents shares of our common stock, including through forward equity transactions.
The financial and reputational impact of control failures can be significant. 17 Table of Contents In addition, our and our Affiliates’ businesses and the markets in which we and our Affiliates operate are continuously evolving.
The financial and reputational impact of control failures can be significant. In addition, our and our Affiliates’ businesses and the markets in which we and our Affiliates operate are continuously evolving.
We have substantial intangibles on our balance sheet, and any impairment of our intangibles could adversely affect our financial condition and results of operations. As of December 31, 2024 , our total assets were $8.8 billion , of which $4.3 billion were intangibles, and $2.2 billion were equity method investments in Affiliates, an amount primarily composed of intangible assets.
We have substantial intangibles on our balance sheet, and any impairment of our intangibles could adversely affect our financial condition and results of operations. As of December 31, 2025 , our total assets were $9.2 billion , of which $4.2 billion were intangibles, and $2.9 billion were equity method investments in Affiliates, an amount primarily composed of intangible assets.
Any repositioning of our interest in an Affiliate may result in increased exposure to changes in the Affiliate’s revenue and/or operating expenses, or in additional investments or commitments from us, or could increase or reduce, or change the structure of, our interest in the Affiliate.
Any repositioning of our interest in an Affiliate may result in increased exposure to changes in the Affiliate’s revenue and/or operating expenses, or in additional investments or commitments from us, or could increase or reduce, or change the structure of, our interest in the Affiliate, or cause misalignment with Affiliate management.
See “Competition” in Item 1. Our Affiliates may not compare favorably with their competitors in any or all of these categories, and technological developments, including financial applications and services based on generative artificial intelligence (“AI”) , may over time reduce the demand for, or clients’ willingness to pay for, certain products and services.
See “Competition” in Item 1. Our Affiliates may not compare favorably with their competitors in any or all of these categories, and technological developments, including financial applications and services based on generative artificial intelligence, machine-learning algorithms, and large language models (“AI”), may over time reduce the demand for, or clients’ willingness to pay for, certain products and services.
If any such events occur, it could jeopardize confidential, proprietary, or other sensitive information of ours, our Affiliates and our respective clients, employees or counterparties that may be stored in, or transmitted through, internal or third-party computer systems, networks, and mobile devices, or could otherwise cause interruptions or malfunctions in our and our Affiliates’ operations or those of our respective clients or counterparties, or in the operations of third parties on whom we and our Affiliates rely.
If any such events occur, it could jeopardize confidential, proprietary, or other sensitive information of ours, our Affiliates and our respective clients, employees or counterparties that may be stored in, or transmitted through, internal or third-party computer systems, networks, and mobile devices, the volume of which has increased rapidly in recent years, or could otherwise cause interruptions or malfunctions in our and our Affiliates’ operations or those of our respective clients or counterparties, or in the operations of third parties on whom we and our Affiliates rely.
We do not have employment agreements with our executive officers, although each has a significant deferred equity interest in the Company and is subject to non-solicitation and non-competition restrictions that may be triggered upon their departure.
There is no guarantee that these executive officers will remain with the Company. We do not have employment agreements with our executive officers, although each has a significant deferred equity interest in the Company and is subject to non-solicitation and non-competition restrictions that may be triggered upon their departure.
Any of the foregoing events, or the public announcement and potential publicity surrounding these issues, even if inaccurate, satisfactorily addressed, or if no violation or wrongdoing actually occurred, could adversely impact our Affiliates’ reputations and their relationships with clients, our relationships with our Affiliates, and our ability to negotiate agreements with new independent investment firms, any of which could have an adverse effect on our reputation, our financial condition and results of operations, or the market price of our common stock.
Any of the foregoing events, or the public announcement and potential publicity surrounding these issues, even if inaccurate, satisfactorily addressed, or if no violation or wrongdoing actually occurred, could adversely impact our Affiliates’ reputations and their relationships with clients, our relationships with our Affiliates and business partners, our access to the 10 Table of Contents capital markets or other financing, and our ability to negotiate agreements with new independent investment firms, any of which could have an adverse effect on our reputation, our financial condition and results of operations, or the market price of our common stock.
In addition, as a result of operating internationally, certain of our Affiliates and our global capital distribution platform are subject to requirements under foreign regulations to maintain minimum levels of capital.
In addition, as a result of operating internationally, certain of our Affiliates and our global capital distribution platform are subject to requirements under non-U.S. regulations to maintain minimum levels of net capital.
Additionally, our structured partnership interests are tailored to meet the needs of each Affiliate and are therefore varied, and our earnings may be adversely affected by changes in the relative performance or in the relative levels and mix of assets under management among our Affiliates, independent of our aggregate operating performance measures.
Additionally, our structured partnership interests are tailored to meet the needs of each Affiliate and are therefore varied, and our earnings may be adversely affected by changes in the relative performance or in the relative levels and mix of assets under management among our Affiliates, including as a result of restructurings or dispositions of our equity interests in an Affiliate, independent of our aggregate operating performance measures.
We believe that our Affiliates’ ability to compete effectively with other firms depends upon the performance of our Affiliates’ investment strategies, the applicability of products to meet client objectives and preferences, and the continued development of strategies and products to meet the evolving needs and demands of investors, as well as our Affiliates’ reputations, client relationships, fee structures, client-servicing capabilities, and the marketing and distribution of their investment strategies, among other factors.
We believe that our Affiliates’ ability to compete effectively with other firms depends upon the performance of our Affiliates’ investment strategies, the applicability of products to meet client objectives and preferences, and the continued development of increasingly complex strategies and products, including those offered on our U.S. wealth distribution platform, to meet the evolving needs and demands of investors, as well as our Affiliates’ reputations, client relationships, fee structures, client-servicing capabilities, and the marketing and distribution of their investment strategies, among other factors.
The advancement of AI has given rise to additional vulnerabilities and potential entry points for cyber threats, providing threat actors with additional tools to automate attacks, evade detection, generate sophisticated phishing emails, or impersonate legitimate businesses or individuals.
The rapid evolution and increased availability of AI has intensified cybersecurity risk, and given rise to additional vulnerabilities and potential entry points for cyber threats, providing threat actors with additional tools to automate attacks, evade detection, generate sophisticated phishing emails, or impersonate legitimate businesses or individuals.
As of December 31, 2024 , we had outstanding debt of $2.7 billion . Our level of indebtedness may increase if we fund future investments or other expenses through borrowings.
As of December 31, 2025 , we had outstanding debt of $2.7 billion . Our level of indebtedness may increase if we, our subsidiaries, and/or our consolidated Affiliates fund future investments or other expenses through borrowings.
In addition, certain of our Affiliates have customary rights in certain circumstances to restructure or sell their interests in their firm to a third-party, which could be through a direct majority or minority sale transaction, a private or public offering, or otherwise, and to cause us to participate in such restructuring or sale, which could be on terms that we view as less favorable than an alternative transaction or to retaining our interest.
In addition, certain of our Affiliates have customary rights in certain circumstances to restructure or sell their interests in their firm to a third-party, which could be through a direct majority or minority sale transaction, a private or public offering, or otherwise, and to cause us to participate in such restructuring or sale, which could be on terms that we view as less favorable than an alternative transaction or to retaining our interest, or that we may view favorably, but results in reduced control for us, shifting incentives, and creating additional risks and uncertainties.
Further, certain Affiliates contribute more significantly to our results than other Affiliates and, therefore, changes in fee levels, product mix, assets under management, or investment performance of such Affiliates could have a disproportionate adverse impact on our financial condition and results of operations.
Further, certain Affiliates contribute more significantly to our results than other Affiliates and, therefore, changes in fee levels, particularly with respect to Affiliates earning performance-based fees, product mix, assets under management, or investment performance, or operational issues or other events impacting such Affiliates could have a disproportionate adverse impact on our financial condition and results of operations.
We cannot predict future changes in the tax laws, regulations, administrative guidance, or judicial decisions to which we and our Affiliates are subject or that could apply to our and our Affiliates’ businesses, and any changes to federal, state or foreign tax laws, regulations, accounting standards or administrative practices, or the release of additional guidance, interpretations or other information, including in connection with Pillar Two or otherwise, could impact our estimated effective tax rate and overall tax expense, as well as our earnings estimates, and could result in adjustments to our treatment of deferred taxes, including the realization or value thereof, or in unanticipated additional tax liabilities, any of which could have an adverse effect on our business, financial condition, and results of operations. 16 Table of Contents In addition, we and our Affiliates may be subject to tax examinations by certain federal, state, and foreign tax authorities.
We cannot predict future changes in the tax laws, regulations, administrative guidance, or judicial decisions to which we and our Affiliates are subject or that could apply to our and our Affiliates’ businesses, and any changes to federal, state or foreign tax laws, regulations, accounting standards or administrative practices, or the release of additional guidance, interpretations or other information, could impact our estimated effective tax rate and overall tax expense, as well as our earnings estimates, and could result in adjustments to our treatment of deferred taxes, including the realization or value thereof, or in unanticipated additional tax liabilities, or cause us or our Affiliates to change or curtail product offerings, any of which could have an adverse effect on our business, financial condition, and results of operations.
Our and our Affiliates’ effective tax rates could be affected by a change in the mix of earnings with differing statutory tax rates, changes to our or their existing businesses, and changes in relevant tax, accounting or other laws, regulations, administrative practices, and interpretations.
Our and our Affiliates’ effective tax rates could be affected by a change in the mix of earnings with differing statutory tax rates, changes to our or their existing businesses, and changes in relevant tax, accounting or other laws, regulations, administrative practices, and interpretations. In the U.S., An Act to Provide for Reconciliation Pursuant to Title II of the H.
Further, a portion of our earnings is from outside of the U.S., and the foreign government agencies in jurisdictions in which we and our Affiliates do business continue to focus on the taxation of multinational companies, and could implement changes to their tax laws.
Further, a portion of our earnings is from outside of the U.S., and the foreign government agencies in jurisdictions in which we and our Affiliates do business continue to focus on the taxation of multinational companies, and could implement changes to their tax laws. The potential effects may vary depending on the specific provisions and rules implemented by each jurisdiction.
These firms may also compete by seeking to capitalize on a trend towards institutions consolidating the number of investment managers they work with.
These firms may also compete by seeking to capitalize on a trend towards institutions consolidating the number of investment managers they work with, and advances in technology and digital wealth and distribution tools.
Conversely, opposition to environmental, social, and governance initiatives has gained momentum in the U.S., with several states and Congress having proposed or enacted policies, legislation, or initiatives opposing such efforts.
Conversely, opposition to environmental, social, and governance initiatives has gained momentum in the U.S., with several states and Congress having proposed, enacted, or indicated an intent to pursue policies, legislation, or initiatives opposing such efforts, including engaging in related inquiries, investigations, and litigation.
Further, we and our Affiliates rely on third parties for certain aspects of our respective businesses, including financial intermediaries, providers of technology infrastructure, and other service providers such as broker-dealers, custodians, administrators and other agents, as well as accounting, legal, and other professional advisors, and these parties are susceptible to similar risks.
Further, we and our Affiliates rely on third parties for certain aspects of our respective businesses, including financial intermediaries, providers of technology infrastructure, and other service providers such as broker-dealers, custodians, administrators and other agents, as well as accounting, legal, and other professional advisors, and these parties are susceptible to similar risks, which risks are further heightened by the concentration of certain key services such as cloud storage and e-mail services with certain third-party service providers, which have experienced outages.
Further, we have significant purchase obligations relating to Affiliate equity interests, as well as commitments relating to general partner and seed capital investments, and it is difficult to predict the frequency and magnitude of these purchases or associated capital calls.
Further, we have significant purchase obligations relating to Affiliate equity interests, as well as commitments relating to general partner and seed capital investments, and it is difficult to predict the frequency and magnitude of these purchases or associated capital calls. Additionally, the valuation of certain of these assets on our balance sheet may cause volatility from period to period.
See “Liquidity and Capital Resources-Affiliate Equity” in Item 7 and Notes 15 and 16 of the Consolidated Financial Statements. Unfunded commitments relating to general partner and seed capital investments were $236.5 million as of December 31, 2024 . See Notes 2 and 6 of our Consolidated Financial Statements.
See “Liquidity and Capital Resources-Affiliate Equity” in Item 7 and Notes 13 and 14 of the Consolidated Financial Statements. Unfunded commitments relating to general partner and seed capital investments were $285.0 million as of December 31, 2025 . See Notes 2 and 6 of our 11 Table of Contents Consolidated Financial Statements.
As of December 31, 2024 , the current redemption value relating to Affiliate equity interests was $405.3 million , of which $350.5 million was presented as Redeemable non-controlling interests (including $12.9 million of consolidated Affiliate sponsored investment products primarily attributable to third-party investors), and $54.8 million was included in Other liabilities.
As of December 31, 2025 , the current redemption value relating to Affiliate equity interests was $408.0 million , of which $246.8 million was presented as Redeemable non-controlling interests (including $32.2 million of consolidated Affiliate sponsored investment products primarily attributable to third-party investors), and $161.2 million was included in Other liabilities.
In the U.S., the new presidential administration may shift enforcement priorities under existing regulations, alter existing regulations, or pursue additional rulemaking impacting the financial services industry, whereas certain state and other governmental entities may seek to maintain existing, or implement potentially more rigorous, regulatory requirements in response, which, coupled with legal challenges to a number of significant regulations and judicial decisions regarding administrative law, may create uncertainty or lead to divergent interpretations of law, or change the requirements applicable to our and our Affiliates’ businesses.
Further, in response to shifting enforcement priorities and rulemaking activities at the federal level, certain state and other governmental entities have maintained, and may continue to seek to maintain, existing, or implement potentially more rigorous, regulatory requirements in response, which, coupled with legal challenges to a number of significant regulations and judicial decisions regarding administrative law, may create uncertainty or lead to divergent interpretations of law, or change the requirements applicable to our and our Affiliates’ businesses.
Any failure to successfully execute on strategic partnerships, transactions, or initiatives, including in connection with our entry into new operational areas or effectively managing associated risks, or by our Affiliates in deploying strategic capital into suitable new investment opportunities, could harm our reputation and expose us to additional costs, which could adversely affect our assets under management, financial condition, and results of operations.
Any failure to successfully execute on strategic partnerships, transactions, joint ventures, or initiatives, including in connection with our entry into new operational areas or effectively managing associated risks, or by our Affiliates in deploying strategic capital into suitable new investment opportunities, could harm our reputation and expose us to additional costs or divert resources from other opportunities, which could adversely affect our assets under management, financial condition, and results of operations. 13 Table of Contents The structure of our partnership interests in our Affiliates may expose us to unanticipated changes in Affiliate revenue, operating expenses, and other commitments, which we may not anticipate and may have limited ability to control.
We depend on the efforts of our executive officers and our other officers and employees. Our executive officers, in particular, play an important role in the stability and growth of our existing Affiliates and in identifying potential investments in independent investment firms. There is no guarantee that these executive officers will remain with the Company.
We and our Affiliates rely on certain key personnel and cannot guarantee their continued service. We depend on the efforts of our executive officers and our other officers and employees. Our executive officers, in particular, play an important role in the stability and growth of our existing Affiliates and in identifying potential investments in independent investment firms.
In connection with our financing activities, we have issued junior convertible trust preferred securities and maintain an equity distribution program, either of which may result in the issuance of our common stock upon the occurrence of certain events. We also have outstanding option and restricted stock awards that have been granted under our share-based incentive plans.
In connection with our financing activities we maintain an equity distribution program, under which we may issue shares of our common stock from time to time. We also have outstanding option and restricted stock awards that have been granted under our share-based incentive plans.
These and other regulatory developments could adversely affect our and our Affiliates’ businesses, increase compliance and operational costs, require that we or our Affiliates change or curtail operations or investment offerings, or impact our and our Affiliates’ access to capital and the market for our common stock. 15 Table of Contents Further, in recent years, regulators in the U.S., the UK, and other jurisdictions have expanded rules and devoted greater resources and attention to the enforcement of anti-bribery and anti-money laundering laws, and while we and our Affiliates have developed and implemented policies and procedures designed to comply with these rules, such policies and procedures may not be effective in all instances to prevent violations.
Further, in recent years, regulators in the U.S., the UK, and other jurisdictions have expanded rules and devoted greater resources and attention to the enforcement of anti-bribery and anti-money laundering laws, and while we and our Affiliates have developed and implemented policies and procedures designed to comply with these rules, such policies and procedures may not be effective in all instances to prevent violations.
The SEC also continues to focus on issues related to the valuation of private funds, including consistent application of the methodology, disclosure, and conflicts of interest, in its enforcement, examination, and rulemaking activities.
In the U.S., the SEC has focused its enforcement, examination, and rulemaking activities on issues relevant to alternative asset management firms, including consistent application of the methodology, disclosure, and conflicts of interest related to the valuation of private funds to increase transparency and accountability.
Our computer systems, software, internal and cloud-based networks, and mobile devices are vulnerable to cyber-attacks, data privacy or security breaches, phishing schemes and related fraud attempts, ransomware, social engineering, unauthorized access, theft, misuse, computer viruses, or other malicious code and other events that could have a security impact.
Our computer systems, software, internal and cloud-based networks, and mobile devices are vulnerable to cyber-attacks, data privacy or security breaches, phishing schemes and related fraud attempts, ransomware, social engineering, unauthorized access, theft, misuse, computer viruses, or other malicious code and other events that could have a security impact, and bad actors may target us and our Affiliates because they believe we hold personal, confidential, and other price sensitive 19 Table of Contents information about our clients, and existing and potential investments, as applicable.
Changes in our management team, in particular, may be disruptive to our business, and failure to attract and retain members of our executive or senior management team, or to effectively implement and manage appropriate succession plans, could adversely affect our business, financial condition, and results of operations. 13 Table of Contents In addition, our Affiliates depend heavily on the services of key principals who, in many cases, have managed their firms for many years.
Changes in our management team, in particular, may be disruptive to our business, and failure to attract and retain members of our executive or senior management team, or to effectively implement and manage appropriate succession plans, could adversely affect our business, financial condition, and results of operations.
In addition, with respect to each of these Affiliates, we may be held liable in some circumstances as a control person for the acts of the Affiliate or its employees.
In addition, with respect to each of these Affiliates, creditors, regulators, or other counterparties or claimants may seek to hold us directly or indirectly liable in certain circumstances as a control person for the acts of the Affiliate or its employees.
In prior periods, we have recorded expenses to reduce the carrying value to fair value of certain Affiliates and certain acquired client relationships, and may experience similar impairment events in future reporting periods. See “Critical Accounting Estimates and Judgments” in Item 7 and Notes 7 and 8 of the Consolidated Financial Statements.
For the year ended December 31, 2025 , we recorded expenses to reduce the carrying value to fair value of certain acquired client relationships, and in prior periods we have recorded expenses to reduce the carrying value to fair value of certain Affiliates and/or certain acquired client relationships, and may experience similar impairment events in future reporting periods.
For example, if our or our Affiliates’ counterparties fail to honor their obligations in a timely manner, including any obligations to return posted collateral, our liquidity and results of operations could be adversely impacted. 11 Table of Contents RISKS RELATED TO OUR STRATEGY AND OUR STRUCTURED PARTNERSHIPS WITH AFFILIATES Our growth strategy depends in part upon our ability to identify and consummate investments in suitable independent investment firms.
For example, if our or our Affiliates’ counterparties fail to honor their obligations in a timely manner, including any obligations to return posted collateral, our liquidity and results of operations could be adversely impacted.
In the U.S., the new presidential administration has indicated that it may pursue various tax reform proposals, which, if ultimately enacted into legislation, could materially impact our tax provision, deferred tax assets, and tax liabilities, or impact decisions on how to return value to stockholders in the most efficient manner.
Although the Act is not expected to have a material impact on our net income and cash flows, any future tax reform proposals, if ultimately enacted into legislation, could materially impact our tax provision, deferred tax assets, and tax liabilities, or impact decisions on how to return value to stockholders in the most efficient manner.
The structure of our partnership interests in our Affiliates may expose us to unanticipated changes in Affiliate revenue, operating expenses, and other commitments, which we may not anticipate and may have limited ability to control. The form of our structured partnership interests in our Affiliates differs from Affiliate to Affiliate, and may change during the course of our investment.
The form of our structured partnership interests in our Affiliates differs from Affiliate to Affiliate, and may change during the course of our investment.
Applicable laws, rules and regulations impose requirements, restrictions, and limitations on our and our Affiliates’ businesses, and can result in significant compliance and operational costs. Further, this regulatory environment may be altered without notice by new laws or regulations, revisions to existing laws or regulations, or new or revised interpretations, g uidance, or enforcement priorities.
Applicable laws, rules, and regulations impose requirements, restrictions, and limitations on our and our Affiliates’ businesses, and can result in significant compliance and operational costs.
Market risk management activities may adversely affect our liquidity and results of operations.
See “Critical Accounting Estimates and Judgments” in Item 7 and Notes 7 and 8 of the Consolidated Financial Statements. Market risk management activities may adversely affect our liquidity and results of operations.
The market for highly skilled professionals in the investment management industry is highly competitive, particularly in alternative strategies.
The market for highly skilled professionals in the investment management industry is highly competitive, particularly in alternative strategies, and further technological advancements, including with respect to AI, could result in increased demand and competition for individuals with certain specialized skills and technological knowledge.
Any such transactions or changes, or disputes in relation to such transactions or changes which do not resolve in our favor, could have an adverse impact on our reputation, financial condition, and results of operations. We and our Affiliates rely on certain key personnel and cannot guarantee their continued service.
The occurrence of any of the above transactions or changes, increases in the frequency thereof, or disputes in relation to such 14 Table of Contents transactions or changes, could have an adverse impact on our reputation, financial condition, and results of operations, as well as on our relationships with existing and prospective Affiliates, and could divert capital from other opportunities.
These principals often are primarily responsible for their firm’s investment decisions.
In addition, our Affiliates depend heavily on the services of key principals who, in many cases, have managed their firms for many years. These principals often are primarily responsible for their firm’s investment decisions.
Removed
For example, the Organization for Economic Co- operation and Development (“OECD”) has agreed to a two-pillar approach to global taxation focusing on global profit allocation, referred to as Pillar One, and a 15% global minimum corporate tax rate (“Pillar Two”), effective for fiscal years beginning on or after December 31, 2023.
Added
RISKS RELATED TO OUR STRATEGY AND OUR STRUCTURED PARTNERSHIPS WITH AFFILIATES Our growth strategy depends in part upon our ability to identify and consummate investments in suitable independent investment firms.
Removed
Many countries, including jurisdictions in which we or our Affiliates do business, are enacting changes to their tax laws to adopt certain portions of the OECD’s proposals. The potential effects may vary depending on the specific provisions and rules implemented by each jurisdiction.
Added
We may also make new investments using complex or innovative structures and terms, including joint ventures, deferred economics, or product development partnerships, which may introduce additional risks and uncertainties.
Removed
More recently, the SEC has implemented new rules related to 18 Table of Contents cybersecurity risk management for public companies and may implement similar new rules for registered investment advisers, broker-dealers, and funds, which have resulted or may result, as applicable, in increased disclosure requirements, obligations to report certain cybersecurity incidents to the SEC, and liabilities related to our and our Affiliates’ technology systems and networks.
Added
The divestment of our interests in an Affiliate may result in changes in the composition of our assets under management or client cash flows, and there can be no assurance that the proceeds from any such transactions will be deployed more effectively, including for new investments or other strategic initiatives, than if we retained our interest in such Affiliate.
Added
These individuals also have an increasing number of employment options outside of asset management firms, such as family offices and multi-manager platforms.
Added
In addition, the pervasiveness of social media and public focus on the externalities of business activities could lead to wider dissemination of adverse or inaccurate information relating to such key individuals, making remediation more difficult and magnifying reputational risk.
Added
Further, this regulatory environment may be altered without notice by new laws or regulations, revisions to existing laws or regulations, or new or revised interpretations, guidance, or enforcement priorities, and could cause us or our Affiliates to change or curtail operations or product offerings.
Added
The use of AI technologies to provide certain business processes, services, and products may also require compliance with additional U.S. and non-U.S. legal or regulatory frameworks which are not fully developed or tested, and which may subject us and our Affiliates to litigation and regulatory actions.
Added
For example, the European Union (the “EU”) has enacted the Artificial Intelligence Act, and various other jurisdictions have proposed or finalized laws and regulations that created, or have the potential to create, regulatory risk around the use of AI or could restrict or eliminate our and our Affiliates’ ability to use certain AI tools.
Added
These evolving laws and regulations could require changes in our and our Affiliates’ implementation of AI technologies, increase compliance costs and the risk of non-compliance, and restrict or impede our respective abilities to develop, adopt, and deploy AI technologies efficiently and effectively.
Added
These and other regulatory developments could adversely affect our and our Affiliates’ businesses, increase compliance and operational costs, require that we or our Affiliates change or curtail operations or investment offerings, or impact our and our Affiliates’ access to capital and the market for our common stock.
Added
Con. Res. 14 (the “Act”) was signed into law in July 2025, which included certain modifications to federal tax law.
Added
In addition, we and our Affiliates may be subject to tax examinations and inquiries by certain federal, state, and foreign tax authorities.
Added
Such claims, even if ultimately unsuccessful, could result in significant costs, diversion of management attention, reputational harm, or adverse financial consequences.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−0 removed17 unchanged
Biggest change“Risk Factors” for more information regarding cybersecurity risks and potential related impacts on AMG. 19 Table of Contents Governance We have a formal information security program, designed to develop and maintain privacy and data security practices to protect AMG assets and sensitive third-party information, including personal and Affiliate information.
Biggest changeGovernance We have a formal information security program, designed to develop and maintain privacy and data security practices to protect AMG assets and sensitive third-party information, including personal and Affiliate information.
All of our employees are required to attest annually to our information security policies and participate in regular security awareness training to protect their information and the AMG data and systems to which they have access. These trainings also instruct employees on how to report any potential privacy or data security issues.
All of our employees are required to attest annually to our information security policies and participate in regular security awareness 20 Table of Contents training to protect their information and the AMG data and systems to which they have access. These trainings also instruct employees on how to report any potential privacy or data security issues.
The CIO reports to the Board of Directors as part of the Information Security Governance Committee’s updates discussed above and regularly communicates with the other members of the Information Security Governance Committee and senior management regarding cybersecurity risks.
The CIO reports to the Board 21 Table of Contents of Directors as part of the Information Security Governance Committee’s updates discussed above and regularly communicates with the other members of the Information Security Governance Committee and senior management regarding cybersecurity risks.
Refer to the risk factor captioned “Failure to maintain and properly safeguard an adequate technology infrastructure may limit our or our Affiliates’ growth, result in losses or disrupt our or our Affiliates’ businesses” in Part I, Item 1A.
Refer to the risk factor captioned “Failure to maintain and properly safeguard an adequate technology infrastructure may limit our or our Affiliates’ growth, result in losses or disrupt our or our Affiliates’ businesses” in Part I, Item 1A. “Risk Factors” for more information regarding cybersecurity risks and potential related impacts on AMG.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeHowever, there is no assurance as to whether or not any such matters could arise or have a material effect on our or our Affiliates’ financial position, liquidity, or results of operations in any future reporting period. Item 4. Mine Safety Disclosures Not applicable. 20 Table of Contents PART II
Biggest changeHowever, there is no assurance as to whether or not any such matters could arise or have a material effect on our or our Affiliates’ financial position, liquidity, or results of operations in any future reporting period. Item 4. Mine Safety Disclosures Not applicable. 22 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−2 removed2 unchanged
Biggest changeIssuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Average Price Paid Per Share Maximum Number of Shares that May Yet Be Purchased Under Outstanding Plans or Programs (2) October 1-31, 2024 . . . . . . . . . . . — $ — — $ — 5,937,859 November 1-30, 2024 . . . . . . . . . 121,762 183.46 121,762 183.46 5,816,097 December 1-31, 2024 . . . . . . . . . 525,507 185.84 525,507 185.84 5,290,590 Total . . . . . . . . . . . . . . . . . . . . . 647,269 185.39 647,269 185.39 ___________________________ (1) Includes shares surrendered to the Company to satisfy tax withholding and/or option exercise price obligations in connection with stock swap and option exercise transaction s, if any.
Biggest changeIss uer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Average Price Paid Per Share Maximum Number of Shares that May Yet Be Purchased Under Outstanding Plans or Programs (2) October 1-31, 2025 . . . . . . . . . . . 200,499 $ 238.98 200,499 $ 238.98 3,150,971 November 1-30, 2025 . . . . . . . . . 790,725 257.88 790,725 257.88 2,360,246 December 1-31, 2025 . . . . . . . . . 357,293 274.76 357,293 274.76 2,002,953 Total . . . . . . . . . . . . . . . . . . . . . 1,348,517 $ 259.54 1,348,517 $ 259.54 ___________________________ (1) Includes shares surrendered to the Company to satisfy tax withholding and/or option exercise price obligations in connection with certain stock swap and option exercise transactions, if any.
As of February 12, 2025 , there were 27 stockholders of record , including banks, brokers, and other financial institutions holding shares in omnibus accounts for their customers (in total representing substantially all of the beneficial holders of our common stock).
As of February 12, 2026 , there were 24 stockholders of record , including banks, brokers, and other financial institutions holding shares in omnibus accounts for their customers (in total representing substantially all of the beneficial holders of our common stock).
The following graph compares the cumulative stockholder return on our common stock from December 31, 2019 through December 31, 2024 , with the cumulative total return, during the same period, on the Standard & Poor’s MidCap 400 Index, our prior peer group, and our current peer group.
The following graph compares the cumulative stockholder return on our common stock from December 31, 2020 through December 31, 2025 , with the cumulative total return, during the same period, on the Standard & Poor’s MidCap 400 Index, our prior peer group, and our current peer group.
In keeping with i ts regular review and evaluation of the peer group, the Compensation Committee of our Board of Directors further refined our peer group in 2024 to reflect our Company’s growth, overall changes in the asset management industry, and the business models, size, and scope of our competitors.
I n keeping with its regular review and evaluation of the peer group, the Compensation Committee of our Board of Directors further refined our peer group in 2025 to reflect our Company’s growth, overall changes in the asset management industry, and the business models, size, and scope of our competitors.
The comparison below assumes the investment of $100 on December 31, 2019 in our common stock and each of the comparison indices and, in each case, assumes reinvestment of all dividends. Item 6. [Reserved] 22 Table of Contents
The comparison below assumes the investment of $100 on December 31, 2020 in our common stock and each of the comparison indices and, in each case, assumes reinvestment of all dividends. Item 6. [Reserved] 24 Table of Contents
(2) Our Board of Directors authorized share repurchase programs in October 2022 , October 2023 , and July 2024 to repurchase up to 3.0 million , 3.3 million , and 5.4 million shares of our common stock, respectively, and these authorizations have no expiry.
(2) Our Board of Directors authorized share repurchase programs in July 2024 and January 2026 to repurchase up to 5.4 million and 4.2 million shares of our common stock, respectively, and these authorizations have no expiry.
For the years ended December 31, 2022 , 2023 , and 2024 , we repurchased 4.5 million , 3.0 million , and 4.3 million shares of our common stock at an average price per share of $144.45 , $132.99 , and $162.65 , respectively. 21 Table of Contents Performance Graph Our peer group comprises AllianceBernstein Holding L.P., Artisan Partners Asset Management Inc., Blue Owl Capital Inc., The Carlyle Group Inc., Federated Hermes, Inc., Franklin Resources, Inc., Invesco Ltd., Janus Henderson Group plc, Lazard Ltd., TPG Inc., Victory Capital Holdings, Inc., and Virtus Investment Partners, Inc.
For the years ended December 31, 2023 , 2024 , and 2025 , we repurchased 3.0 million , 4.3 million , and 3.3 million shares of our common stock at an average price per share of $132.99 , $162.65 , and $212.92 , respectively. 23 Table of Contents Performance Graph Our peer group comprises AllianceBernstein Holding L.P., Artisan Partners Asset Management Inc., The Carlyle Group Inc., Federated Hermes, Inc., Franklin Resources, Inc., Invesco Ltd., Janus Henderson Group plc, Lazard, Inc., StepStone Group Inc., TPG Inc., T.
Removed
As of March 31, 2024 and December 31, 2024, we had repurchased all of the shares in the repurchase programs authorized in October 2022 and October 2023, respectively .
Added
As of the January 26, 2026 authorization, there were a total of 6.0 million shares available for repurchase under our share repurchase programs.
Removed
Prior to 2024, our peer group also included Ares Management Corporation.
Added
Rowe Price Group, Inc., and Victory Capital Holdings, Inc. Prior to 2025, our peer group also included Blue Owl Capital Inc. and Virtus Investment Partners, Inc., and did not include StepStone Group Inc. and T. Rowe Price Group, Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

112 edited+63 added−33 removed47 unchanged
Biggest changeConsolidated Expenses The following table presents our Consolidated expenses: For the Years Ended December 31, (in millions) 2022 2023 % Change 2024 % Change Compensation and related expenses . . . . . . . . . . . . . . . . . . . . . . . . $ 1,071.5 $ 907.5 (15) % $ 915.3 1 % Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . 385.5 358.2 (7) % 376.5 5 % Intangible amortization and impairments . . . . . . . . . . . . . . . . . . . . 51.6 48.3 (6) % 29.0 (40) % Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114.4 123.8 8 % 133.3 8 % Depreciation and other amortization . . . . . . . . . . . . . . . . . . . . . . . 15.8 13.0 (18) % 13.4 3 % Other expenses (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34.7 45.8 32 % 40.3 (12) % Total consolidated expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,673.5 $ 1,496.6 (11) % $ 1,507.8 1 % Compensation and related expenses increased $7.8 million or 1% in 2024 , primarily due to a $16.3 million increase in compensation accruals and a $6.9 million increase in Affiliate equity compensation expense.
Biggest changeConsolidated Expenses The following table presents our Consolidated expenses: For the Years Ended December 31, (in millions) 2023 2024 % Change 2025 % Change Compensation and related expenses . . . . . . . . . . . . . . . . . . . . . . . . $ 907.5 $ 915.3 1 % $ 1,019.8 11 % Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . 358.2 376.5 5 % 408.6 9 % Intangible amortization and impairments . . . . . . . . . . . . . . . . . . . . 48.3 29.0 (40) % 160.3 N.M.
We anticipate performance-based fees will be a recurring component of our aggregate fees; however we do not anticipate these fees to be a significant component of our Consolidated revenue as these fees are predominately earned by our Affiliates accounted for under the equity method.
We anticipate performance-based fees will be a recurring component of aggregate fees ; however we do not anticipate these fees to be a significant component of Consolidated revenue as these fees are predominately earned by our Affiliates accounted for under the equity method.
We expect investments in new Affiliates, investments in existing Affiliates, primarily through purchases of Affiliate equity interests and general partner and seed capital investments, the return of capital through share repurchases and the payment of cash dividends on our common stock, repayment of debt, distributions to Affiliate equity holders, payment of income taxes, purchases of marketable securities, and general working capital to be the primary uses of cash on a consolidated basis for the foreseeable future.
We expect investments in new Affiliates, investments in existing Affiliates, primarily through purchases of Affiliate equity interests and general partner and seed capital investments, the return of capital through share repurchases and the payment of cash dividends on our common stock, repayment of debt, distributions to Affiliate equity holders, payment of income taxes, and general working capital to be the primary uses of cash on a consolidated basis for the foreseeable future.
Adjusted EBITDA (controlling interest) Adjusted EBITDA (controlling interest) represents our performance before our share of interest expense, income and certain non-income based taxes, depreciation, amortization, impairments, gains and losses related to Affiliate Transactions, and non-cash items such as certain Affiliate equity activity, gains and losses on our contingent payment obligations, and unrealized gains and losses on seed capital, general partner commitments, and other strategic investments.
Adjusted EBITDA (controlling interest) Adjusted EBITDA (controlling interest) represents our performance before our share of interest expense, income and certain non-income based taxes, depreciation, amortization, impairments, gains and losses related to Affiliate transactions, and non-cash items such as certain Affiliate equity-related activities, gains and losses on our contingent payment obligations, and unrealized gains and losses on seed capital, general partner commitments, and other strategic investments.
Performance and AUM information is as of December 31, 2024 and is based on data available at the time of calculation. Product returns are sourced from Affiliates while benchmark returns are generally sourced via third-party subscriptions.
Performance and AUM information is as of December 31, 2025 and is based on data available at the time of calculation. Product returns are sourced from Affiliates while benchmark returns are generally sourced via third-party subscriptions.
We believe that many investors use our Adjusted EBITDA (controlling interest) when comparing our financial performance to other companies in the investment management industry. Management utilizes these non-GAAP performance measures to assess our performance before our share of certain non-cash GAAP expenses primarily related to the acquisition of interests in Affiliates and to improve comparability between periods.
We believe that many investors use our Adjusted EBITDA (controlling interest) when comparing our financial performance to other companies in the investment management industry. 32 Table of Contents Management utilizes these non-GAAP performance measures to assess our performance before our share of certain non-cash GAAP expenses primarily related to the acquisition of interests in Affiliates and to improve comparability between periods.
In these analyses, we also consider historical and current market multiples, tax benefits, credit risk, interest rates, tax rates, discount rates, volatility, and discounts for lack of marketability. We consider the reasonableness of our assumptions by 35 Table of Contents comparing our valuation conclusions to observed market transactions and, in certain instances, by consulting with third-party valuation firms.
In these analyses, we also consider historical and current market multiples, tax benefits, credit risk, interest rates, tax rates, discount rates, volatility, and discounts for lack of marketability. We consider the reasonableness of our assumptions by comparing our valuation conclusions to observed market transactions and, in certain instances, by consulting with third-party valuation firms.
The other junior subordinated notes may be redeemed at any time, in whole or in part, on or after September 30, 2025, in the case of the 2060 junior subordinated notes, on or after September 30, 2026, in the case of the 2061 junior subordinated notes, and on or after March 30, 2029, in the case of the 2064 junior subordinated notes.
The other junior subordinated notes may be redeemed at any time, in whole or in part, on or after September 30, 2026, in the case of the 2061 junior subordinated notes, and on or after March 30, 2029, in the case of the 2064 junior subordinated notes.
Asset-based fees include advisory and other fees earned by our Affiliates for services provided to their clients and are typically determined as a percentage of the value of a client’s assets under management, generally inclusive of uncalled commitments.
Asset-based fees include advisory and other fees earned by our Affiliates for services provided to their clients and are typically determined as a percentage of the value of a client’s assets under management, generally i nclusive of uncalled commitments .
Our discussion and analysis of the key operating performance measures and financial results for fiscal year 2024 compared to fiscal year 2023 is included herein.
Our discussion and analysis of the key operating performance measures and financial results for fiscal year 2025 compared to fiscal year 2024 is included herein.
The purchase price of these conditional purchases is generally calculated based upon a multiple of the Affiliate’s cash flow distributions, which is intended to represent fair value. Affiliate equity holders are also permitted to sell their equity interests to other individuals or entities in certain cases, subject to our approval or other restrictions.
The purchase price of these conditional purchases is generally calculated based upon a multiple of the Affiliate’s cash flow distributions, which is intended to represent fair value. In certain cases, Affiliate equity holders are also permitted to sell their equity interests to Affiliate partners or other parties, subject to our approval or other restrictions.
(1,402.9) (758.3) (1,175.9) Operating Cash Flow Operating cash flows are calculated by adjusting Net income for other significant sources and uses of cash, significant non- cash items, and timing differences in the cash settlement of assets and liabilities.
(758.3) (1,175.9) (1,148.7) Operating Cash Flow Operating cash flows are calculated by adjusting Net income for other significant sources and uses of cash, significant non- cash items, and timing differences in the cash settlement of assets and liabilities.
For discussion and analysis of fiscal year 2023 compared to fiscal year 2022 , please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 , which was filed with the SEC on February 16, 2024 .
For discussion and analysis of fiscal year 2024 compared to fiscal year 2023 , please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 , which was filed with the SEC on February 14, 2025 .
For purposes of investment performance comparisons, the latest vintage comparison includes the most recent vehicles and strategies (traditional long-duration investment funds, customized vehicles, and other evergreen vehicles and product structures) where meaningful performance is available and calculable.
For purposes of investment performance comparisons, the latest vintage comparison includes the most recent vehicles and strategies (traditional long-duration investment funds, 27 Table of Contents customized vehicles, and other evergreen vehicles and product structures) where meaningful performance is available and calculable.
These percentages were approximately 12% and 47% of our assets under management for our consolidated Affiliates and Affiliates accounted for under the equity method, respectively.
These percentages were approximately 10% and 47% of our assets under management for our consolidated Affiliates and Affiliates accounted for under the equity method, respectively.
Performance-based fees are generally recognized less frequently than asset-based fees and will vary from period to period because they inherently depend on investment performance. As of December 31, 2024 , approximately 27% of our total assets under management could potentially earn performance-based fees.
Performance-based fees are generally recognized less frequently than asset-based fees and will vary from period to period because they inherently depend on investment performance. As of December 31, 2025 , approximately 28% of our total assets under management could potentially earn performance-based fees.
The senior notes may be redeemed, in whole or in part, at a make-whole redemption price (plus accrued and unpaid interest), at any time, in the case of the 2025 senior notes, at any time prior to March 15, 2030, in the case of the 2030 senior notes, and at any time prior to May 20, 2034, in the case of the 2034 senior notes.
The senior notes may be redeemed, in whole or in part, at a make-whole redemption price (plus accrued and unpaid interest), at any time prior to March 15, 2030, in the case of the 2030 senior notes, at any time prior to May 20, 2034, in the case of the 2034 senior notes, and at any time prior to November 15, 2035, in the case of the 2036 senior notes.
Equity Distribution Program In the second quarter of 2022, we entered into equity distribution and forward equity agreements with several major securities firms under which we may, from time to time, issue and sell shares of our common stock (immediately or on a forward basis) having an aggregate sales price of up to $500.0 million (the “equity distribution program”).
Equity Distribution Program In the first quarter of 2025, we entered into an equity distribution agreement and forward sale agreements with several major securities firms under which we may, from time to time, issue and sell shares of our common stock (immediately or on a forward basis) having an aggregate sales price of up to $500.0 million (the “equity distribution program”).
Our Affiliates accounted for under the equity method manage a greater 27 Table of Contents proportion of assets subject to performance-based fees than our consolidated Affiliates and, as a result, equity method revenue will generally have more performance-based fees than Consolidated revenue.
Our Affiliates accounted for under the equity method manage a greater proportion of assets subject to performance-based fees than our consolidated Affiliates and, as a result, equity method revenue, net will generally have more performance-based fees than Consolidated revenue.
Income Tax Expense The following table presents our Income tax expense: For the Years Ended December 31, (in millions) 2022 2023 % Change 2024 % Change Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 358.3 $ 185.3 (48) % $ 182.6 (1) % Our consolidated income tax provision includes taxes attributable to the controlling interest and, to a lesser extent, taxes attributable to the non-controlling interests.
Income Tax Expense The following table presents our Income tax expense: For the Years Ended December 31, (in millions) 2023 2024 % Change 2025 % Change Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 185.3 $ 182.6 (1) % $ 282.3 55 % Our consolidated income tax provision includes taxes attributable to the controlling interest and, to a lesser extent, taxes attributable to the non-controlling interests.
(7.4) (3.7) (1.6) Assumed issuance of junior convertible securities shares . . . . . . . . . . . . . . . . . . . . . . . . .
(3.7) (1.6) (1.9) Assumed issuance of junior convertible securities shares . . . . . . . . . . . . . . . . . . . . . . . . .
In the event of a purchase, we become the owner of the cash flow associated with the purchased equity. See Notes 15 and 16 of our Consolidated Financial Statements.
In the event of a purchase, we become the owner of the cash flow associated with the purchased equity. See Notes 13 and 14 of our Consolidated Financial Statements.
As of December 31, 2024 , we had senior notes outstanding, the respective principal terms of which are presented below: 2025 Senior Notes 2030 Senior Notes 2034 Senior Notes Issue date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31, 2025 , we had senior notes outstanding, the respective principal terms of which are presented and described below: 2030 Senior Notes 2034 Senior Notes 2036 Senior Notes Issue date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The following table presents the Intangible amortization and impairments shown above: For the Years Ended December 31, (in millions) 2022 2023 2024 Consolidated intangible amortization and impairments . . . . . . . . . . . . . . . . . . . . . . . . . $ 51.6 $ 48.3 $ 29.0 Consolidated intangible amortization and impairments (non-controlling interests) . . .
The following table presents the Intangible amortization and impairments shown above: For the Years Ended December 31, (in millions) 2023 2024 2025 Consolidated intangible amortization and impairments . . . . . . . . . . . . . . . . . . . . . . . . . $ 48.3 $ 29.0 $ 160.3 Consolidated intangible amortization and impairments (non-controlling interests) . . .
The year ended December 31, 2023 includes Veritable Transaction gain of $133.1 million and realized gains on EQT shares of $29.6 million , net of $40.6 million income tax expense.
(3) The year ended December 31, 2023 includes a gain of $133.1 million related to the Veritable Transaction and realized gains of $29.6 million on EQT ordinary shares related to the BPEA Transaction, net of $40.6 million income tax expense.
August 2025 June 2030 August 2034 Par value (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 350.0 $ 350.0 $ 400.0 Stated coupon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.50 % 3.30 % 5.50 % Coupon frequency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2030 August 2034 February 2036 Par value (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 350.0 $ 400.0 $ 425.0 Stated coupon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.30 % 5.50 % 5.50 % Coupon frequency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31, 2024 , no sales had occurred under the equity distribution program. Commitments See Note 6 of our Consolidated Financial Statements. Other Contingent Commitments See Notes 3 and 6 of our Consolidated Financial Statements.
This equity distribution program superseded and replaced our prior equity distribution program. As of December 31, 2025 , no sales had occurred under the equity distribution program. Commitments See Note 6 of our Consolidated Financial Statements. Other Contingent Commitments See Notes 3 and 6 of our Consolidated Financial Statements.
The portion of these lease obligations attributable to the controlling interest were $9.3 million through 2025, $6.6 million from 2026 through 2027, $4.0 million from 2028 through 2029, and $6.4 million thereafter. See Note 9 of our Consolidated Financial Statements. Recent Accounting Developments See Note 1 of our Consolidated Financial Statements.
The portion of these lease obligations attributable to the controlling interest were $5.8 million through 2026 , $6.7 million from 2027 through 2028, $6.6 million from 2029 through 2030, and $11.3 million thereafter. See Note 9 of our Consolidated Financial Statements. Recent Accounting Developments See Note 1 of our Consolidated Financial Statements.
(13.2) (18.8) (21.1) Economic net income (controlling interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 797.2 $ 717.8 $ 701.6 Average shares outstanding (diluted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49.0 42.2 36.1 Hypothetical issuance of shares to settle Redeemable non-controlling interests . . . . . . . .
(18.8) (21.1) 77.6 Economic net income (controlling interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 717.8 $ 701.6 $ 769.3 Average shares outstanding (diluted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42.2 36.1 33.0 Hypothetical issuance of shares to settle Redeemable non-controlling interests . . . . . . . .
(4) Other economic items include certain Affiliate equity activity, gains and losses related to contingent payment obligations, tax windfalls and shortfalls from share-based compensation, unrealized gains and losses on seed capital, general partner commitments, and other strategic investments, and realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments.
(4) Other economic items include certa in Affiliat e equity-related activities, gains and losses related to contingent payment obligations, tax windfalls and shortfalls from share-based compensation, unrealized gains and losses on seed capital, general partner commitments, and other strategic investments, and realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments.
The following table presents our key aggregate operating performance measures: As of and for the Years Ended December 31, (in billions, except as noted) 2022 2023 % Change 2024 % Change Assets under management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 650.8 $ 672.7 3 % $ 707.9 5 % Average assets under management . . . . . . . . . . . . . . . . . . . . . . . . . 709.4 660.3 (7) % 700.5 6 % Aggregate fees (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,560.5 5,066.6 (9) % 5,236.0 3 % Assets under management, and therefore average assets under management, include the assets under management of our consolidated and equity method Affiliates.
The following table presents our key aggregate operating performance measures: As of and for the Years Ended December 31, (in billions, except as noted) 2023 2024 % Change 2025 % Change Assets under management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 672.7 $ 707.9 5 % $ 813.3 15 % Average assets under management . . . . . . . . . . . . . . . . . . . . . . . . . 660.3 700.5 6 % 764.2 9 % Aggregate fees (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,066.6 5,236.0 3 % 6,167.5 18 % Assets under management, and therefore average assets under management, include the assets under management of our consolidated and equity method Affiliates.
Our innovative model enables each Affiliate’s management team to retain autonomy and significant equity ownership in their firm, while they leverage our strategic capabilities and insight, including growth capital, product strategy and development, capital formation, and incentive alignment and succession planning.
Our innovative model enables each Affiliate’s management team to retain autonomy and significant equity ownership in their firm, while they leverage our strategic capabilities and insight, including access to growth capital, product strategy and development, capital formation capabilities, incentive alignment and succession planning, and strategic advisory to expand their reach, diversify their businesses, and enhance their long-term success.
The decrease in asset-based fees was principally due to changes in the composition of our assets under 26 Table of Contents management, including the impact of the Veritable Transaction, partially offset by an increase in our consolidated Affiliate average assets under management, primarily in our private markets strategies.
The increase in asset- 29 Table of Contents based fees was principally due to an increase in our consolidated Affiliates’ average assets under management, primarily in private markets strategies, partially offset by changes in the composition of our assets under management.
(109.1) (86.0) (21) % (90.1) 5 % Equity method intangible impairments . . . . . . . . . . . . . . . . . . . . . . (50.0) (9.6) (81) % (39.9) N.M.
(86.0) (90.1) 5 % (98.1) 9 % Equity method intangible impairments . . . . . . . . . . . . . . . . . . . . . . (9.6) (39.9) N.M. (1) — N.M.
Share Repurchases Our Board of Directors authorized share repurchase programs in October 2022 , October 2023 , and July 2024 to repurchase up to 3.0 million , 3.3 million , and 5.4 million shares of our common stock, respectively, and these authorizations have no expiry.
Share Repurchases Our Board of Directors authorized share repurchase programs in July 2024 and January 2026 t o repurchase up to 5.4 million and 4.2 million shares of our common stock, respectively, and these authorizations have no expiry.
The following tables present performance of our investment strategies, where available, measured by the percentage of assets under management ahead of their relevant benchmark: AUM Weight % of AUM Ahead of Benchmark (1) IRR Latest Vintage IRR Last Three Vintages Private markets (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19% 85% 84% AUM Weight % of AUM Ahead of Benchmark (1) 3-year 5-year 10-year Liquid alternatives (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20% 87% 95% 87% Equities (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45% 36% 53% 53% Multi-asset and fixed income (4) . . . . . . . . . . . . . . . . . . . . . . . . 16% N/A N/A N/A 24 Table of Contents ___________________________ (1) Past performance is not indicative of future results.
The following tables present performance of our investment strategies, where available, measured by the percentage of assets under management ahead of their relevant benchmark: AUM Weight % of AUM Ahead of Benchmark (1) IRR Latest Vintage IRR Last Three Vintages Private markets (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18% 86% 86% AUM Weight % of AUM Ahead of Benchmark (1) 3-year 5-year 10-year Liquid alternatives (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28% 93% 97% 90% Equities (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38% 38% 44% 55% Multi-asset and fixed income (4) . . . . . . . . . . . . . . . . . . . . . . . . 16% N/A N/A N/A ___________________________ (1) Past performance is not indicative of future results.
Although the timing and amounts of these purchases are difficult to predict, we paid $106.5 million for Affiliate equity purchases and received $6.3 million for Affiliate equity issuances in 2024 , and we expect net purchases of approximately $175 million of Affiliate equity in 2025 .
Although the timing and amounts of these purchases are difficult to predict, we paid $176.7 million for Affiliate equity purchases and received $6.4 million for Affiliate equity issuances in 2025 , and we expect net purchases of approximately $100 million of Affiliate equity in 2026 .
Equity method revenue incorporates the total asset- and performance-based fees earned by all of our Affiliates accounted for under the equity method and is generally determined by the level of our equity method Affiliate average assets under management and the composition of these assets across our strategies with different asset-based fee ratios and performance-based fees.
Equity method revenue, net is generally determined by the level of our equity method Affiliates’ average assets under management and the composition of these assets across our equity method Affiliates’ investment strategies with different asset-based fee ratios and performance-based fees.
Cash and cash equivalents were $950.0 million as of December 31, 2024 and were attributable to both our controlling and the non-controlling interests. In 2024 , we met our cash requirements primarily through cash generated by operating activities.
Cash and cash equivalents were $586.0 million as of December 31, 2025 and were attributable to both our controlling and the non-controlling interests. In 2025 , we met our cash requirements primarily through cash generated by operating activities, senior bank debt borrowings, and an issuance of senior notes .
(2) Foreign exchange reflects the impact of translating the assets under management of our Affiliates whose functional currency is not the U.S. dollar into our functional currency. (3) Other includes assets under management attributable to product transitions and reclassifications.
(2) Attributable to Peppertree, Comvest’s private credit business , and Montrusco Bolton as of their respective closing dates. (3) Foreign exchange reflects the impact of translating the assets under management of our Affiliates whose functional currency is not the U.S. dollar into our functional currency. (4) Other includes product transitions and reclassifications.
For a majority of these Affiliates, we use operating structures where we contractually share in the Affiliate’s revenue less agreed-upon expenses. We also use operating structures where we contractually share in the Affiliate’s revenue without regard to expenses. Our equity method revenue is derived primarily from asset- and performance-based fees from investment management services earned by our equity method Affiliates.
Consolidated Revenue Consolidated revenue is derived primarily from asset-based fees from investment management services earned by our consolidated Affiliates. For these Affiliates, we typically use operating structures where we contractually share in the Affiliate’s revenue without regard to expenses.
Furthermore, all of our Affiliates are investment managers and are impacted by similar marketplace factors and industry trends . Therefore, certain key aggregate operating performance measures are important in providing management with a comprehensive view of the operating performance and material trends across our entire business.
Therefore, certain key aggregate operating performance measures are important in providing management with a comprehensive view of the operating performance and material trends across our entire business.
Income tax expense decreased $2.7 million or 1% in 2024 . Our effective rate (controlling interest) for the year ended December 31, 2024 was 25.5% as compared to 20.9% for the year ended December 31, 2023 .
Income tax expense increased $99.7 million or 55% in 2025 . Our effective tax rate (controlling interest) for the year ended December 31, 2025 was 27.5% as compared to 25.5% for the year ended December 31, 2024.
The increase in asset-based fees was principally due to an increase in our average assets under management, primarily in our liquid alternative and private markets strategies, and changes in the composition of our assets under management primarily driven by investments in new Affiliates. 25 Table of Contents Financial and Supplemental Financial Performance Measures The following table presents our key financial and supplemental financial performance measures: For the Years Ended December 31, (in millions) 2022 2023 % Change 2024 % Change Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,388.1 $ 906.1 (35) % $ 740.6 (18) % Net income (controlling interest) . . . . . . . . . . . . . . . . . . . . . . . . . . 1,145.9 672.9 (41) % 511.6 (24) % Adjusted EBITDA (controlling interest) (1) . . . . . . . . . . . . . . . . . . . 1,053.8 935.7 (11) % 973.1 4 % Economic net income (controlling interest) (1) . . . . . . . . . . . . . . . . . 797.2 717.8 (10) % 701.6 (2) % ___________________________ (1) Adjusted EBITDA (controlling interest) and Economic net income (controlling interest) are non-GAAP performance measures and are discussed in “Supplemental Financial Performance Measures.” Net income (controlling interest) decreased $161.3 million or 24% in 2024 .
The increase in asset-based fees was principally due to an increase in our Affiliates’ average assets under management, primarily in liquid alternative and private markets strategies, and changes in the composition of our assets under management, including net client cash flows from our Affiliates managing alternative strategies, which typically have higher fee rates and the impact of our investments in new Affiliates primarily managing alternative strategies. 28 Table of Contents Financial and Supplemental Financial Performance Measures The following table presents our key financial and supplemental financial performance measures: For the Years Ended December 31, (in millions) 2023 2024 % Change 2025 % Change Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 906.1 $ 740.6 (18) % $ 904.0 22 % Net income (controlling interest) . . . . . . . . . . . . . . . . . . . . . . . . . . 672.9 511.6 (24) % 716.6 40 % Adjusted EBITDA (controlling interest) (1) . . . . . . . . . . . . . . . . . . . 935.7 973.1 4 % 1,076.8 11 % Economic net income (controlling interest) (1) . . . . . . . . . . . . . . . . . 717.8 701.6 (2) % 769.3 10 % ___________________________ (1) Adjusted EBITDA (controlling interest) and Economic net income (controlling interest) are non-GAAP performance measures and are discussed in “Supplemental Financial Performance Measures.” Net income (controlling interest) increased $205.0 million or 40% in 2025 .
Our consolidated Affiliates’ financial results are included in our Consolidated revenue, Consolidated expenses, and Investment and other income, and our share of our equity method Affiliates’ financial results is reported, net of intangible amortization and impairments, in Equity method income (net). Consolidated Revenue Our Consolidated revenue is derived from our consolidated Affiliates, primarily from asset-based fees from investment management services.
Our consolidated Affiliates’ financial results are included in Consolidated revenue, Consolidated expenses, and Investment and other income, and our share of our equity method Affiliates’ financial results is reported, net of intangible amortization and impairments and tax, in Equity method income (net) in our Consolidated Statements of Income.
The following table presents our consolidated Affiliates’ average assets under management and Consolidated revenue: For the Years Ended December 31, (in millions, except as noted) 2022 2023 % Change 2024 % Change Consolidated Affiliate average assets under management (in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 422.2 $ 393.7 (7) % $ 399.3 1 % Consolidated revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,329.6 $ 2,057.8 (12) % $ 2,040.9 (1) % Our Consolidated revenue decreased $16.9 million or 1% in 2024 , primarily due to a $20.3 million or 1% decrease from asset-based fees.
The following table presents our consolidated Affiliates’ average assets under management and Consolidated revenue: For the Years Ended December 31, (in millions, except as noted) 2023 2024 % Change 2025 % Change Consolidated Affiliate average assets under management (in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 393.7 $ 399.3 1 % $ 411.0 3 % Consolidated revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,057.8 $ 2,040.9 (1) % $ 2,074.4 2 % Consolidated revenue increased $33.5 million or 2% in 2025 , due to a $26.1 million or 1% increase from asset-based fees and a $7.4 million or 1% increase from performance-based fees, primarily in private markets strategies.
Investment and Other Income The following table presents our Investment and other income: For the Years Ended December 31, (in millions) 2022 2023 % Change 2024 % Change Investment and other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 110.3 $ 117.1 6 % $ 77.4 (34) % 28 Table of Contents Investment and other income decreased $39.7 million or 34% in 2024 , primarily due to a $35.3 million decrease in net realized and unrealized gains on investments in marketable securities.
Investment and Other Income The following table presents our Investment and other income: For the Years Ended December 31, (in millions) 2023 2024 % Change 2025 % Change Investment and other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 117.1 $ 77.4 (34) % $ 83.1 7 % Investment and other income increased $5.7 million or 7% in 2025 , primarily due to increases in net realized and unrealized gains on other investments and marketable securities of $17.4 million and $5.8 million, respectively.
The following table presents equity method Affiliate average assets under management and equity method Affiliate revenue (“equity method revenue”), as well as equity method earnings, equity method intangible amortization, and equity method intangible impairments, if any, which in aggregate form Equity method income (net): For the Years Ended December 31, (in millions, except as noted) 2022 2023 % Change 2024 % Change Operating Performance Measures Equity method Affiliate average assets under management (in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 287.2 $ 266.6 (7) % $ 301.2 13 % Equity method revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,230.9 $ 3,008.8 (7) % $ 3,195.1 6 % Financial Performance Measures Equity method earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 497.2 $ 375.6 (24) % $ 442.7 18 % Equity method intangible amortization . . . . . . . . . . . . . . . . . . . . .
The following table presents our equity method Affiliates’ average assets under management and equity method Affiliate revenue, net, as well as pre-tax equity method earnings, equity method intangible amortization, equity method intangible impairments, if any, and equity method income tax, which in aggregate form Equity method income (net): For the Years Ended December 31, (in millions, except as noted) 2023 2024 % Change 2025 % Change Operating Performance Measures Equity method Affiliate average assets under management (in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 266.6 $ 301.2 13 % $ 353.2 17 % Equity method revenue, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,008.8 $ 3,195.1 6 % $ 4,093.1 28 % Financial Performance Measures Pre-tax equity method earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 382.5 $ 455.7 19 % $ 578.1 27 % Equity method intangible amortization . . . . . . . . . . . . . . . . . . . . .
(1) Equity method income (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 338.1 $ 280.0 (17) % $ 312.7 12 % ___________________________ (1) Percent change is not meaningful.
(6.9) (13.0) 88 % (17.1) 32 % Equity method income (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 280.0 $ 312.7 12 % $ 462.9 48 % ___________________________ (1) Percent change is not meaningful.
(576.0) (122.1) — Other economic items (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(122.1) — (284.4) Other economic items (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31, 2024 , the current redemption value of Affiliate equity interests was $405.3 million , of which $350.5 million was presented as Redeemable non-controlling interests (including $12.9 million of consolidated Affiliate sponsored investment products primarily attributable to third-party investors), and $54.8 million was included in Other liabilities.
As of December 31, 2025 , the current redemption value of Affiliate equity interests was $408.0 million , of which $246.8 million was presented as Redeemable non-controlling interests (including $32.2 million of consolidated Affiliate sponsored investment products primarily attributable to third-party investors), and $161.2 million was included in Other liabilities on the Consolidated Balance Sheets.
(“GAAP”), we are required to consolidate certain of our Affiliates and use the equity method of accounting for others. Whether we consolidate an Affiliate or use the equity method of accounting, we maintain the same innovative partnership approach and provide support and assistance in substantially the same manner for all of our Affiliates.
Whether we consolidate an Affiliate or use the equity method of accounting, we maintain the same innovative partnership approach and provide support and assistance in substantially the same manner for all of our Affiliates. Furthermore, all of our Affiliates are investment managers and are impacted by similar marketplace factors and industry trends.
For example, assuming all other assumptions remain constant, a decrease in the revenue growth rate of 200 basis points or an increase in the discount rate of 100 basis points would result in an impairment of approximately $30 million.
Assuming all other assumptions remain constant, a decrease in the revenue growth rates over the next five years of 200 basis points would result in an additional impairment amount of approximately $80 million , while an increase in the discount rate of 100 basis points would result in an additional impairment amount of approximately $85 million .
For these Affiliates, we typically use operating structures where we contractually share in the Affiliate’s revenue without regard to expenses. Consolidated revenue is generally determined by the level of our consolidated Affiliates’ average assets under management and the composition of these assets across our consolidated Affiliates’ investment strategies with different asset-based fee ratios and performance-based fees.
Consolidated revenue is generally determined by the level of our consolidated Affiliates’ average assets under management and the composition of these assets across our consolidated Affiliates’ investment strategies with different asset-based fee ratios and performance-based fees.
In addition to customary event of default provisions, the indenture 33 Table of Contents governing the 2034 senior notes limits our ability to consolidate, merge or sell all or substantially all of its assets and requires us to make an offer to repurchase the 2034 senior notes upon certain change of control triggering events.
In addition to customary event of default provisions, the indenture governing the senior notes, including the applicable supplemental indentures with respect to the 2030, 2034, and 2036 senior notes, limits our ability to consolidate, merge, or sell all or substantially all of our assets, and requires us to make an offer to repurchase the applicable senior notes at 101% of the principal amount (plus any accrued and unpaid interest), upon certain change of control triggering events.
The most relevant assumptions used in these analyses were revenue growth rates over the next five years ranging from (18)% to 0%, long-term revenue growth rates of 0.0%, and discount rates of 11.0%. Our analyses indicated that the value of these asset groups exceeded their carrying value by less than 10%.
The most relevant assumptions used in these analyses were revenue growth rates over the next five years ranging from (21)% to 0% , long-term revenue growth rates of 0% , and discount rates of 11.0% .
Interest expense increased $9.5 million or 8% in 2024 , primarily due to a $23.8 million increase from our 6.75% junior subordinated notes issued in March 2024 (the “2064 junior subordinated notes”) and an $8.1 million increase from our 5.50% senior unsecured notes issued in August 2024 (the “2034 senior notes”).
Interest expense increased $3.2 million or 2% in 2025 , primarily due to a $14.4 million increase from our 5.50% senior unsecured notes issued in August 2024 (the “2034 senior notes”), a $6.7 million increase from our 6.75% junior subordinated notes issued in March 2024 (the “2064 junior subordinated notes”), and a $3.6 million increase from borrowings under our senior unsecured multicurrency revolving credit facility (the “revolver”).
Aggregate fees consist of the total asset- and performance-based fees earned by all of our consolidated and equity method Affiliates. For certain of our Affiliates accounted for under the equity method, we report the Affiliate’s aggregate fees one quarter in arrears.
In the case of our equity method Affiliates, asset- and performance-based fees are presented net of certain expense reimbursements paid by the underlying products. For certain of our Affiliates accounted for under the equity method, we report the Affiliate’s aggregate fees one quarter in arrears.
For our Affiliates accounted for under the equity method, we do not separately report intangible amortization and impairments in our Consolidated Statements of Income. Our share of these Affiliates’ amortization and impairments is included in Equity method income (net).
(2) Intangible amortization and impairments in our Consolidated Statements of Income include amortization attributable to the non-controlling interests of our consolidated Affiliates. For our Affiliates accounted for under the equity method, we do not separately report intangible amortization and impairments in our Consolidated Statements of Income.
Average assets under management for mutual funds and similar investment products generally represents an average of the daily net assets under management, while for 23 Table of Contents institutional and high net worth clients, average assets under management generally represents an average of the assets at the beginning or end of each month during the applicable period.
Average assets under management for equities and similar investment products generally represents an average of the daily net assets under management, while for liquid alternatives and multi-asset and fixed income products, average assets under management generally represents an average of the assets at the beginning or end of each month during the applicable period.
As of December 31, 2024 , the 2059 junior subordinated notes could be redeemed at any time, in whole or in part.
Quarterly Quarterly Quarterly Quarterly NYSE Symbol . . . . . . . . . . . . . . . . . . . . . . . . MGR MGRB MGRD MGRE As of December 31, 2025 , each of the 2059 and 2060 junior subordinated notes could be redeemed at any time, in whole or in part.
Adjusted EBITDA (controlling interest) is also adjusted to include realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments. 29 Table of Contents The following table presents a reconciliation of Net income (controlling interest) to Adjusted EBITDA (controlling interest): For the Years Ended December 31, (in millions) 2022 2023 2024 Net income (controlling interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,145.9 $ 672.9 $ 511.6 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114.4 123.8 133.3 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 347.4 185.2 187.9 Intangible amortization and impairments (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195.0 128.5 149.2 Affiliate Transactions (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The following table presents a reconciliation of Net income (controlling interest) to Adjusted EBITDA (controlling interest): For the Years Ended December 31, (in millions) 2023 2024 2025 Net income (controlling interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 672.9 $ 511.6 $ 716.6 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123.8 133.3 136.3 Income taxes (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185.2 187.9 289.3 Intangible amortization and impairments (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128.5 149.2 214.4 Affiliate transactions (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
February 2015 June 2020 August 2024 Maturity date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2020 August 2024 December 2025 Maturity date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For the year ended December 31, 2024 , the Company completed its annual assessme nt of its investments in Affiliates accounted for under the equity method and no other impairments were indicated.
Changes in these assumptions could significantly impact the respective fair value of an Affiliate. 40 Table of Contents For the year ended December 31, 2025 , the Company completed its annual assessme nt of its investments in Affiliates accounted for under the equity method and no impairments were indicated.
These items were partially offset by the issuance of junior subordinated notes and senior notes of $450.0 million and $397.6 million, respectively. In 2024 , financing cash flows were primarily attributable to the controlling interest.
These items were partially offset by senior bank debt borrowings and an issuance of senior notes of $899.3 million. In 2025 , financing cash flows were primarily attributable to the controlling interest.
The increase in asset-based fees was principally due to an increase in our equity method Affiliate average assets under management, primarily in our liquid alternative and private markets strategies, and changes in the composition of our assets under management primarily driven by investments in new Affiliates.
The increase in asset-based fees was principally due to an increase in our equity method Affiliates’ average assets under management, primarily in liquid alternative strategies, and changes in the composition of our assets under management, including net client cash flows from our equity method Affiliates managing alternative strategies, which typically have higher fee rates and the impact of our investments in new Affiliates primarily managing alternative strategies.
Our share of earnings or losses from Affiliates accounted for under the equity method (“equity method earnings”), net of amortization and impairments, is included in Equity method income (net). For certain of our Affiliates accounted for under the equity method, we report the Affiliate’s financial results in our Consolidated Financial Statements one quarter in arrears.
Our share of pre-tax earnings or losses from Affiliates accounted for under the equity method (“pre-tax equity method earnings”), net of intangible amortization and impairments and tax , is included in Equity method income (net).
Adjusted EBITDA (controlling interest) is an important supplemental financial performance measure for management as it provides a comprehensive view of our share of the financial performance of our business.
Adjusted EBITDA (controlling interest) is an important supplemental financial performance measure for management as it provides a comprehensive view of our share of the financial performance of our business. Adjusted EBITDA (controlling interest) increased $103.7 million or 11% in 2025 , primarily due to a $931.5 million or 18% increase in aggregate fees.
The following table presents changes in our assets under management by strategy: Alternatives Differentiated Long-Only (in billions) Private Markets Liquid Alternatives Equities (1) Multi-Asset & Fixed Income Total December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 114.8 $ 124.0 $ 329.4 $ 104.5 $ 672.7 Client cash inflows and commitments . . . . . . . . . . . . 23.7 27.5 38.1 22.1 111.4 Client cash outflows . . . . . . . . . . . . . . . . . . . . . . . . .
The following table presents changes in our assets under management by strategy: Alternatives Differentiated Long-Only (in billions) Private Markets Liquid Alternatives Equities Multi-Asset & Fixed Income Total December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 135.4 $ 140.7 $ 316.2 $ 115.6 $ 707.9 Client cash inflows and commitments . . . . . . . . . . . . 24.1 73.6 42.5 20.7 160.9 Client cash outflows . . . . . . . . . . . . . . . . . . . . . . . . . .
Semi-annually Semi-annually Semi-annually In the third quarter of 2024, we issued $400.0 million of 2034 senior unsecured notes with a maturity date of August 20, 2034. Interest is payable beginning February 20, 2025.
Semi-annually Semi-annually Semi-annually On December 11, 2025, we issued $425.0 million of 2036 senior unsecured notes with a maturity date of February 15, 2036 (the “2036 senior notes”) . Interest is payable beginning August 15, 2026.
These increases were partially offset by a $15.5 million decrease due to the maturity of our 4.25% senior notes in February 2024 (the “2024 senior notes”) and an $8.2 million decrease due to the repayment of our senior unsecured term loan facility (the “term loan”). There were no significant changes to Depreciation and other amortization in 2024 .
These increases were partially offset by a $13.0 million decrease due to the repayment of our senior unsecured term loan facility in the third quarter of 2024, a $5.3 million decrease due to the maturity of our 3.50% senior notes in August 2025 , and a $2.2 million decrease due to the maturity of our 4.25% senior notes in February 2024.
The increase in the tax rate (controlling interest) was primarily due to discrete foreign tax benefits for the year ended December 31, 2023, and an expense to reduce the carrying value of an Affiliate to fair value for which no tax benefit was recorded, partially offset by higher tax windfalls attributable to share-based compensation, for the year ended December 31, 2024.
The increase in the effective tax rate (controlling interest) was primarily due to unrecognized tax benefits and n on-deductible compensation expense , partially offset by higher tax windfalls attributable to share-based compensation for the year ended December 31, 2025.
These decreases were partially offset by a $37.4 million or 4% increase in Adjusted EBITDA (controlling interest). Results of Operations The following discussion includes the key operating performance measures and financial results of our consolidated and equity method Affiliates.
Economic net income (controlling interest) increased $67.7 million or 10% in 2025 , primarily due to a $103.7 million or 11% increase in Adjusted EBITDA (controlling interest). Results of Operations The following discussion includes the key operating performance measures and financial results of our consolidated and equity method Affiliates.
Our Affiliates earn asset- based fees on the capital that they manage and certain of our Affiliate’s strategies earn performance-based fees based on the performance generated by their investment products. Assets under management increased du ring the year ended December 31, 2024 , primarily driven by investment performance generated across our Affiliates, partially offset by net outflows.
Our Affiliates earn asset- based fees on the capital that they manage and certain of our Affiliate’s strategies earn performance-based fees based on the performance generated by their investment products.
Aggregate fees were $5,236.0 million in 2024 , an increase of $169.4 million or 3% as compared to 2023 . The increase in our aggregate fees was due to a $323.1 million or 6% increase from asset-based fees, offset by a $153.7 million or 3% decrease from performance-based fees, primarily in our liquid alternative strategies.
Aggregate fees were $6,167.5 million in 2025 , an increase of $931.5 million or 18% as compared to 2024 . The increase in aggregate fees was due to a $660.2 million or 13% increase from asset-based fees and a $271.3 million or 5% increase from performance-based fees, primarily in liquid alternative strategies.
In addition, the 2030 and 2034 senior notes may be redeemed at par, in whole or in part, at any time, on or after March 15, 2030 and May 20, 2034, respectively. We may also repurchase senior notes in the open market or in privately negotiated transactions from time to time at management’s discretion.
In addition, the 2030, 2034, and 2036 senior notes may be redeemed at par (plus accrued and unpaid interest), in whole or in part, at any time, on or after March 15, 2030, May 20, 2034, and November 15, 2035, respectively .
Under the terms of the revolver we are required to meet two financial ratio covenants. The first of these covenants is a maximum ratio of debt to EBITDA (the “bank leverage ratio”) of 3.25x. The second covenant is a minimum EBITDA to cash interest expense ratio of 3.00x (the “bank interest coverage ratio”).
Subject to certain conditions, we may increase the commitments under the revolver by up to an additional $500.0 million . Under the terms of the revolver we are required to meet two financial ratio covenants. The first of these covenants is a maximum ratio of debt to EBITDA (the “bank leverage ratio”) of 3.25x.
(3) Other items include certain non-income based taxes, depreciation, and non-cash items such as certain Affiliate equity activity, gains and losses on our contingent payment obligations, unrealized gains and losses on seed capital, general partner commitments, and other strategic investments, and realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments.
Veritable, Peppertree, Comvest, and Montrusco Bolton Transaction gains are recorded in Affiliate transaction gains, and realized gains on EQT ordinary shares and TPG Class A common shares are recorded in Investment an d other income in our Consolidated Statements of Income. 33 Table of Contents (4) Other items include certain non-income based taxes, depreciation, and non-cash items such as certain Affiliate equity- related activities, gains and losses on our contingent payment obligations, unrealized gains and losses on seed capital, general partner commitments, and other strategic investments, and realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments.
Leases As of December 31, 2024 , our lease obligations were $35.1 million through 2025 , $51.7 million from 2026 through 2027, $44.1 million from 2028 through 2029, and $47.3 million thereafter.
Leases As of December 31, 2025 , our lease obligations were $30.8 million through 2026 , $53.4 million from 2027 through 2028, $48.0 million from 2029 through 2030, and $48.5 million thereafter.
Selling, general and administrative expenses increased $18.3 million or 5% in 2024 , primarily due to a $22.4 million increase in distribution and investment-related expenses, principally as a result of the increase in average assets under management on which these expenses are incurred.
Selling, general and administrative expenses increased $32.1 million or 9% in 2025 , primarily due to a $23.8 million increase in professional fees and an $8.5 million increase in investment-related expenses driven by an increase in average assets under management on which these expenses are incurred.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThis proportional increase or decrease excludes assets under management on which asset-based fees are charged on committed capital. Interest Rate Risk We have fixed rates of interest on our senior notes, junior subordinated notes, and junior convertible securities.
Biggest changeThis proportional increase or decrease excludes assets under management on which asset-based fees are charged on committed capital. Interest Rate Risk We have fixed rates of interest on our senior notes and junior subordinated notes.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Assets Under Management Market Price Risk Our Consolidated revenue and equity method revenue are derived primarily from asset-based fees that are typically determined as a percentage of the value of a client’s assets under management.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Assets Under Management Market Price Risk Consolidated revenue and equity method revenue , net are derived primarily from asset-based fees that are typically determined as a percentage of the value of a client’s assets under management.
Such values are affected by changes in financial markets (including declines in the capital markets, fluctuations in foreign currency exchange rates, inflation rates or the yield curve, and other market factors) and, accordingly, declines in the financial markets may negatively impact our Consolidated revenue and equity method revenue.
Such values are affected by changes in financial markets (including declines in the capital markets, fluctuations in foreign currency exchange rates, inflation rates or the yield curve, and other market factors) and, accordingly, declines in the financial markets may negatively impact Consolidated revenue and equity method revenue, net.
To illustrate the effect of possible changes in foreign currency exchange rates, we estimate a 1% change in the pound sterling, Canadian dollar, and Euro to U.S. dollar exchange rates would have resulted in an $8.4 million , $1.9 million , and $1.5 million change to stockholders’ equity, respectively, primarily based on the December 31, 2024 carrying value of Affiliates whose functional currency is the pound sterling, Canadian dollar, or the Euro.
To illustrate the effect of possible changes in foreign currency exchange rates, we estimate a 1% change in the pound sterling, Canadian dollar, and euro to U.S. dollar exchange rates would have resulted in an $8.4 million , $1.9 million , and $4.8 million change to stockholders’ equity, respectively, primarily based on the December 31, 2025 carrying value of Affiliates whose functional currency is the pound sterling, Canadian dollar, or the euro.
There can be no assurance that our or our Affiliates’ derivative financial instruments will meet their overall objective or that we or our Affiliates will be successful in entering into such instruments in the future. 37 Table of Contents
There can be no assurance that our or our Affiliates’ derivative financial instruments will meet their overall objective or that we or our Affiliates will be successful in entering into such instruments in the future. 41 Table of Contents
As of December 31, 2024 , we had no outstanding borrowings under the revolver . Foreign Currency Risk The functional currency of most of our Affiliates is the U.S. dollar.
As of December 31, 2025 , we had no outstanding borrowings under the revolver . Foreign Currency Risk The functional currency of most of our Affiliates is the U.S. dollar.
For the year ended December 31, 2024 , we estimate a 1% change in the pound sterling, Canadian dollar, and the Euro to U.S. dollar exchange rates would have resulted in $1.2 million , $0.3 million , and $0.0 million in annual changes to Income before income taxes (controlling interest), respectively.
For the year ended December 31, 2025 , we estimate a 1% change in the pound sterling, Canadian dollar, and the euro to U.S. dollar exchange rates would have resulted in $0.8 million , $0.3 million , and $0.3 million in annual changes to Income before income taxes (controlling interest), respectively.
We estimate that a 1% change in interest rates would have resulted in a $226.1 million net change in the fair value of our fixed rate securities as of December 31, 2024 .
We estimate that a 1% change in interest rates would have resulted in a $205.9 million net change in the fair value of our fixed rate securities as of December 31, 2025 .
As of December 31, 2024 , we estimate a proportional 1% change in the value of our assets under management would have resulted in a $15.9 million annualized change in asset-based fees in Consolidated revenue for our consolidated Affiliates and a $15.9 million annualized change in asset-based fees in equity method revenue for our Affiliates accounted for under the equity method.
As of December 31, 2025 , we estimate a proportional 1% change in the value of our assets under management would have resulted in a $17.2 million annualized change in asset-based fees in Consolidated revenue for our consolidated Affiliates and a $27.0 million annualized change in asset-based fees in equity method revenue, net for our Affiliates accounted for under the equity method.

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