What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-02-27 · 39 added, 37 removed, 365 unchanged (17% of the section changed)

6 unchanged sentences

Our overall financial results are dependent on the ability of Acadian LLC to generate earnings.

Substantially all of our revenue generation is dependent on Acadian LLC, who receives the majority of their fees based on the values of assets under management.

Substantially all of our revenue generation is dependent on Acadian LLC, which receives the majority of its fees based on the values of assets under management.

Substantially all of our cash flows consist of distributions received from Acadian LLC.

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Any renegotiation of the economic arrangement could reduce the economic benefits derived by us from Acadian LLC.

Our ability to attract and retain assets under management and generate earnings is dependent on maintaining competitive investment performance, as well as market and other factors.

Our ability to attract and retain assets under management and generate earnings is dependent on maintaining competitive investment performance, as well as market, economic and other factors.

Our financial performance is dependent upon our ability to minimize outflows and increase inflows through sound relative investment performance over measured periods of time compared to relevant benchmarks and peer performance results.

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for the asset classes, products or strategies we offer, the loss of key personnel, price declines in the securities markets generally, price declines in those assets in which client assets are concentrated or changes in investment patterns of clients, a failure by us to comply with applicable client and regulatory investment guidelines, or factors wholly unrelated to us.

Any of these factors could have a negative impact on our results of operations and financial condition.

Our investment strategies are materially affected by market and economic conditions throughout the world, including conditions relating to interest rates, availability of credit, inflation rates, economic uncertainty and growth (or contraction), changes in laws (including laws relating to taxation), trade barriers, commodity prices, currency exchange rates, and liquidity conditions in equity and debt capital markets.

Although decelerating, inflation remains above the U.S.

Federal Reserve’s target levels.

Despite multiple federal fund rate decreases since 2024, interest rates remain elevated, and the pace of future rate decreases remains uncertain.

Periods of elevated inflation and high interest rates can contribute to significant volatility in debt and equity markets and economic deceleration, which may adversely impact the value of our clients' investments and our ability to attract and retain assets under management.

Any of these factors could have a negative impact on our results of operations and financial conditions.

We derive a substantial portion of our revenue from a limited number of investment strategies.

A significant portion of our assets are invested in a limited number of investment strategies.

As of December 31, 2024, $52 billion, or 45%, of our assets under management were concentrated across three investment strategies:

Acadian Global Equity ($19 billion, or 16%) Acadian Emerging Markets Equity ($18 billion, or 16%), and Acadian All-Country World ex-US Equity ($15 billion, or 13%).

As of December 31, 2025, $81 billion, or 46%, of our assets under management were concentrated across five investment strategies:

Acadian Emerging Markets Equity ($21 billion, or 12%) Acadian Enhanced Global Equity ($18 billion, or 10%), Acadian All-Country World ex-U.S.

Equity ($17 billion, or 10%), Acadian Non-U.S.

Small-Cap Equity ($14 billion, or 8%), and Acadian Non-U.S.

Equity ($12 billion, or 6%).

Consequently, our results of operations are dependent upon our ability to minimize the risk of outflows from these strategies through relatively strong performance over measured periods of time compared to relevant benchmarks and peer performance results.

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We have entered into non-competition agreements with some, but not all, of our investment and management personnel, but these agreements may not be enforceable or may not be enforceable to their full extent.

Additionally, key employees

receive equity awards that limit a recipient’s right to provide competitive services to our clients or solicit our employees for prescribed periods.

Additionally, key employees receive equity awards that limit a recipient’s right to provide competitive services to our clients or solicit our employees for prescribed periods.

However, we may agree to waive restrictive covenants applicable to investment or management personnel in light of the circumstances of our relationship with that person.

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Any material failure to properly develop, update, review, test or maintain sufficient technological infrastructure, including applicable controls, or perform and monitor non-investment management functions and operations, or adequately oversee the entities that provide the services, could result in potential liability to clients, regulatory sanctions, investment losses, loss of clients and damage to our reputation.

Our or our third-party service providers’ use of artificial intelligence (“AI”) technologies could result in new and expanded risks, particularly as the use of AI applications increases in prevalence and scope.

Our failure to effectively manage the development and use of AI, our competitors' development or use of AI, and an evolving AI regulatory environment could have an adverse effect on our growth prospects, reputation, or business and results of operations.

Reputational harm could result in a loss of assets under management and revenues.

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A decrease in revenues resulting from termination of an investment advisory agreement or sub-advisory agreement for any reason could have a material adverse effect on our revenue and profits and a negative effect on our results of operations.

Pursuant to the Advisers Act, investment advisory agreements between Acadian LLC, who is a U.S.

registered investment advisers and their clients are not assignable without the consent of the client.

As required by the Investment Company Act of 1940, or the Investment Company Act, investment advisory agreements and sub-advisory agreements between Acadian LLC and investment company clients and/or the investment advisers to those investment companies terminate upon their assignment.

Pursuant to the Advisers Act, investment advisory agreements between Acadian LLC, which is a U.S.

registered investment advisers and its clients are not assignable without the consent of the client.

As required by the Investment Company Act of 1940, (the “Investment Company Act”), investment advisory agreements and sub-advisory agreements between Acadian LLC and investment company clients and/or the investment advisers to those investment companies terminate upon their assignment.

Assignment, as generally defined, includes direct assignments as well as assignments that may be deemed to occur, under certain circumstances, upon the direct or indirect transfer of a “controlling block” of the voting securities of Acadian LLC.

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Our techniques for managing operational, legal and reputational risks in client portfolios may not fully mitigate the risk exposure in all economic or market environments, including exposure to risks that we might fail to identify or anticipate.

In addition, the development and use of various technologies based on machine learning and artificial intelligence is expanding rapidly in our industry.

In addition, the development and use of various technologies based on machine learning and AI is expanding rapidly in our industry.

Our use, directly or indirectly, of these technologies could result in new or expanded risks to our business, including but not limited to legal and regulatory risk and the risk that information generated using such technologies is inaccurate, misleading, incomplete or otherwise flawed.

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Our outstanding indebtedness may impact our business and may restrict our growth and results of operations.

As of December 31, 2024, we had $275.0 million of long-term bonds outstanding.

For additional information regarding our long-term bonds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Working Capital and Long-Term Debt.”

As of December 31, 2025, we had $200.0 million of long-term debt outstanding.

For additional information regarding our long-term debt, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Borrowings and Debt.”

We may incur additional indebtedness in the future for a variety of business reasons, including in relation to our share repurchases, for seed or co-investment capital, or for other strategic reasons.

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We may be unable to obtain sufficient capital and liquidity to meet the requirements of our business.

Our ability to finance our operations, strategic initiatives and maturing obligations under our long-terms bonds is dependent on future issuances of long-term bonds or other financing options and our future operating performance.

Our ability to finance our operations, strategic initiatives and maturing obligations is dependent on our future operating performance and other financing options.

Any future inability to obtain financing on reasonable terms and with reasonable restrictions on the operation of our business could impair our liquidity, have a negative impact on our growth and negatively impact our financial condition.

25 unchanged sentences

For example, certain of our processing activities are subject to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and also as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) (“U.K.

GDPR”), along with the Data Protection Act 2018 in the U.K.

(“Act”) (together “EU/U.K.

GDPR”), along with the Data Protection Act 2018 and the Data (Use and Access) Act in the U.K.

(together “EU/U.K.

Data Protection Laws”).

3 unchanged sentences

Data Protection Laws and to provide detailed information to data subjects regarding the processing of their personal data, (ii) obligations to consider data privacy as any new products or services are developed and to limit the amount of information they collect, process and store, (iii) ensuring and maintaining an appropriate level of security for personal data, and (iv) reporting breaches to data protection authorities and, in some cases, affected individuals.

Data Protection Laws give strong enforcement powers to data protection authorities in the EU/U.K., and introduce significant penalties for non-compliance, with fines of up to 4% of total annual worldwide turnover or €20 million (whichever is higher), depending on the type and severity of the breach.

Data Protection Laws give strong enforcement powers to data protection authorities in the EU/U.K., and introduce significant penalties for non-compliance, with fines of up to 4% of total annual worldwide turnover or €20 million/£17.5 million (as applicable) (whichever is higher), depending on the type and severity of the breach.

In the United States, we are subject to rules adopted pursuant to the Gramm Leach Bliley Act and an ever-increasing number of state laws and regulations, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (together, the “CCPA”).

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Our operations are subject to anti-corruption laws, including the U.S.

Foreign Corrupt Practices Act, or the FCPA, the U.K.

Bribery Act 2010, or the Bribery Act, and other anti-corruption laws that apply in countries where we do business.

Foreign Corrupt Practices Act, (the “FCPA”), the U.K.

Bribery Act 2010 (the “Bribery Act”), and other anti-corruption laws that apply in countries where we do business.

The FCPA, the Bribery Act and other applicable anti-corruption laws generally prohibit us and our employees and intermediaries from paying bribes, receiving bribes or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage.

3 unchanged sentences

There is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws or Trade Control Laws.

In addition, we cannot predict the nature, scope or effect of future regulatory

requirements to which our internal operations might be subject or the manner in which existing laws might be administered or interpreted.

In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our internal operations might be subject or the manner in which existing laws might be administered or interpreted.

If we are not in compliance with anti-corruption laws or Trade Control Laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity.

1 unchanged sentence

or other authorities could also have an adverse impact on our reputation, business, results of operations and financial condition.

exit from the EU (“Brexit”) could adversely impact our business.

Beginning January 1, 2021, EU laws ceased to apply in the U.K.

Brexit has resulted in increased complexity to our operations, including the ability of our UK subsidiary to access the European Economic Area.

Future EU or U.K.-based legislation or agreements enacted in response to Brexit may have a further adverse impact on us or our investments.

Brexit also may result in significant market dislocation, heightened counterparty risk and an adverse effect on the management of market risk, particularly asset and liability management due in part to redenomination of financial assets and liabilities, an adverse effect on our ability to manage, operate and invest and increased legal, regulatory or compliance burden for us, each of which could have a negative impact on our operations, investments, financial condition, returns or prospects.

Risks Related to Our Industry

5 unchanged sentences

The recent trend toward consolidation in the investment management industry, and the financial services industry in general, has served to increase the size and strength of a number of our competitors.

Some investors may prefer to invest with an investment manager that is not publicly traded based on the perception that a publicly traded asset manager may focus on the manager’s own growth to the detriment of investment performance for clients.

Some investors may prefer to invest with an investment manager that is not publicly

traded based on the perception that a publicly traded asset manager may focus on the manager’s own growth to the detriment of investment performance for clients.

Some competitors may operate in a different regulatory environment than we do, which may give them certain competitive advantages in the investment products and portfolio structures that they offer.

Furthermore, the development and use of various technologies based on machine learning and artificial intelligence is expanding rapidly in our industry.

Furthermore, the development and use of various technologies based on machine learning and AI is expanding rapidly in our industry.

To the extent we do not effectively avail ourselves of new technologies, others in our industry may have a competitive advantage over us, which could have a material adverse effect on our financial condition and results of operations.

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by the Department of Labor, under ERISA;

the Financial Industry Regulatory Authority, Inc., or FINRA;

the Financial Industry Regulatory Authority, Inc.

and state regulators.

1 unchanged sentence

jurisdictions in which we operate, some of which also recently implemented or are in the process of implementing changes in regulations.

In the U.K., we are subject to regulation by the Financial Conduct Authority, or FCA, which imposes a comprehensive system of regulation on investment advisers and the manner in which we conduct our business.

In the U.K., we are subject to regulation by the Financial Conduct Authority, which imposes a comprehensive system of regulation on investment advisers and the manner in which we conduct our business.

We may also be registered from time to time in jurisdictions outside of the United States and will be subject to applicable regulation in those jurisdictions.

19 unchanged sentences

Paulson has meaningful ability to influence our business.

As of February 14, 2025, Paulson & Co.

(“Paulson”) owns 23.9% of our common stock.

As of December 31, 2025, Paulson & Co.

(“Paulson”) and related parties thereof held 21.8% of our common stock.

This concentration of ownership may have the effect of delaying or preventing a change in control of us or discouraging others from making tender offers for our common stock.

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Any person purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to this provision of our amended and restated certificate of incorporation.

This choice of forum provision may limit our stockholders’ ability to bring a claim in a

judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents.

This choice of forum provision may limit our stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents.

Alternatively, if a court were to find this provision of our restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

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Although we will make these tax estimates and judgments on a reasonable basis, there can be no assurance that the tax authorities will agree with such estimates and judgments.

From time to time, we may have to engage in litigation to attempt to achieve the results reflected in our estimates, which may be

time-consuming and expensive and may have other adverse impacts.

From time to time, we may have to engage in litigation to attempt to achieve the results reflected in our estimates, which may be time-consuming and expensive and may have other adverse impacts.

There can be no assurance that we will be successful in any such litigation or other attempts to mitigate adverse effects resulting from such audits or examinations or that any final determination of our tax liability will not be materially different from the historical treatment reflected in our historical income tax provisions and accruals.

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Our management devotes substantial time to compliance with our public company legal and reporting obligations.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are required to implement specific corporate governance practices and adhere to a variety of reporting requirements under the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, and the related rules and regulations of the SEC, as well as the rules of the NYSE.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and are required to implement specific corporate governance practices and adhere to a variety of reporting requirements under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), and the related rules and regulations of the SEC, as well as the rules of the NYSE.

The Exchange Act requires us to file annual, quarterly and current reports with respect to our business and financial condition.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors