Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, including our principal executive officer, and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at December 31, 2025. Disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rule and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our principal executive officer and principal financial officer participated in this evaluation and concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.
Report of Management on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting.
Management has evaluated the effectiveness of internal control over financial reporting as of December 31, 2025 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
KPMG LLP, an independent registered public accounting firm, has audited the financial statements that are included in this Annual Report on Form 10-K and expressed an opinion thereon. KPMG LLP has also expressed an opinion on the effectiveness of internal control over financial reporting as of December 31, 2025, which is included herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of our fiscal year ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
During our fiscal quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) entered into , modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item will be set forth in our definitive proxy statement required to be filed pursuant to Regulation 14A for the 2026 annual meeting of stockholders.
Item 11. Executive Compensation.
The information required by this Item will be set forth in our definitive proxy statement required to be filed pursuant to Regulation 14A for the 2026 annual meeting of stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item will be set forth in our definitive proxy statement required to be filed pursuant to Regulation 14A for the 2026 annual meeting of stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be set forth in our definitive proxy statement required to be filed pursuant to Regulation 14A for the 2026 annual meeting of stockholders.
Item 14. Principal Accountant Fees and Services.
Our independent registered public accounting firm is KPMG LLP, Boston, MA, Auditor Firm ID: 185 .
The information required by this Item will be set forth in our definitive proxy statement required to be filed pursuant to Regulation 14A for the 2026 annual meeting of stockholders.
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PART IV
Item 15. Exhibits, Financial Statements Schedules.
(1) Financial Statements: The information required by this Item is contained in Item 8 of Part II of this report.
(2) Financial Statement Schedules: None
(3) Exhibits:
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation, adopted as of July 12, 2019, incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed on February 27, 2025.
3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation, effective January 1, 2025, incorporated herein by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed on February 27, 2025.
3.3 Amended and Restated Bylaws, adopted as of May 13, 2025, incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 16,2025.
4.1 Specimen Common Stock Certificate incorporated herein by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed on May 8, 20 25 .
4.2 Base Indenture, dated as of July 25, 2016, among OM Asset Management plc, as Issuer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Administrator, incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed on July 25, 2016.
4.3 * Description of Registrant’s Securities .
10.1 Acadian Asset Management Inc. Equity Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed on February 27, 2025.
10.2 Registration Rights Agreement, dated May 17, 2019, between BrightSphere Investment Group Inc. and Paulson & Co. Inc. incorporated herein by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed on August 9, 2019.
10.3 Stockholder Agreement, dated May 17, 2019, between BrightSphere Investment Group Inc. and Paulson & Co. Inc. incorporated herein by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed on August 9, 2019.
10.4 Form of Indemnity Agreement, incorporated herein by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed on February 27, 2025.
10.5 Eighth Amended and Restated Limited Liability Company Agreement of Acadian Asset Management LLC, dated December 31, 2024, incorporated herein by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed on February 27, 2025.
10.6 #
Acadian Asset Management Inc. Non-Employee Directors’ Equity Incentive Plan, incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on February 27, 2025.
130
Exhibit
No. Description
10.7 #
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors, incorporated herein by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed on February 27, 2025.
10.8 #
Form of Restricted Stock Unit Award Agreement for Employees, incorporated herein by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on February 27, 2025.
10.9 #
Employment Agreement, dated April 15, 2020, by and between BrightSphere Inc. and Richard Hart, incorporated herein by reference to Exhibit 10.31 to Annual Report on Form 10-K filed on March 1, 2021.
10.10 #
Amended and Restated Employment Agreement, dated May 4, 2023, by and between BrightSphere Inc. and Christina Wiater incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on May 8, 2023.
10.11 #
Employment Agreement, dated September 30, 2024, by and among the Company, Acadian and Kelly Young, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 1, 2024.
10.12 #
Amended and Restated Acadian Asset Management LLC Bonus Plan, effective January 1, 2025, incorporated herein by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed on February 27, 2025.
10.13 #
Amended and Restated Acadian Asset Management LLC Deferred Compensation Plan, effective January 1, 2025, incorporated herein by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed on February 27, 2025.
10.14 Delayed Draw Term Loan Credit Agreement, dated as of October 28, 2025, among Acadian Asset Management LLC, the Lenders from time to time party thereto, and Bank of America, N.A., as the Administrative Agent. incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed on October 30, 2025.
10.15 Revolving Credit Agreement, dated as of October 28, 2025, among Acadian Asset Management LLC, the Lenders from time to time party thereto, Bank of America, N.A., as the Administrative Agent and a L/C Issuer and the other L/C Issuers from time to time party thereto, incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed on October 30, 2025.
10.16 #*
F orm of Performance -based Restricted Stock Unit Award Agreement for Employees
10.17 #*
F orm of Restricted Stock U nit Award Agreement for Employees
19 * Acadian Asset Management Inc. Insider Trading Policy
21.1 * Subsidiaries of Acadian Asset Management Inc.
23.1 * Consent of KPMG LLP
31.1 * Certification of the Company’s principal executive officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
131
Exhibit
No. Description
31.2 * Certification of the Company’s principal financial officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 ** Certification of the Company’s principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 ** Certification of the Company’s principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1 BrightSphere Investment Group Inc. Rule 10D-1 Clawback Policy, effective October 2, 2023, incorporated herein by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed on February 27, 2025.
101 * Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024; (ii) the Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023; (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (vi) the Notes to Consolidated Financial Statements.
104 * The cover page of this Annual Report on Form 10-K, formatted in Inline eXtensible Business Reporting Language (embedded within the Inline XBRL document contained in Exhibit 101).
_______________________________________________________________________________
* Filed herewith
** Furnished herewith
# Indicates management contract or compensatory plan
Item 16. Form 10-K Summary
None.
132
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Acadian Asset Management Inc.
Dated: February 27, 2026
By: /s/ Kelly Young
Kelly Young
President and Chief Executive Officer
(principal executive officer)
/s/ Scott Hynes
Scott Hynes
Senior Vice President and Chief Financial Officer
(principal financial officer)
/s/ Christina Wiater
Christina Wiater
Senior Vice President and Chief Accounting Officer
(principal accounting officer)
133
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ KELLY YOUNG
Kelly Young
President and Chief Executive Officer February 27, 2026
/s/ JOHN PAULSON
John Paulson Chairman February 27, 2026
/s/ ROBERT J. CHERSI
Robert J. Chersi Director February 27, 2026
/s/ ANDREW KIM
Andrew Kim Director February 27, 2026
/s/ BARBARA TREBBI
Barbara Trebbi Director February 27, 2026
134
QuickLinks
PART I
Item 1. Business.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments.
Item 1C. Cybersecurity
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Mine Safety Disclosures.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
Acadian Asset Management Inc. Consolidated Balance Sheets (in millions)
Acadian Asset Management Inc. Consolidated Statements of Operations (in millions except for per share data)
Acadian Asset Management Inc. Consolidated Statements of Comprehensive Income (in millions)
Acadian Asset Management Inc. Consolidated Statements of Cash Flows (in millions)
Acadian Asset Management Inc. Notes to Consolidated Financial Statements
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Item 9B. Other Information.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Item 14. Principal Accountant Fees and Services.
PART IV
Item 15. Exhibits, Financial Statements Schedules.
Item 16. Form 10-K Summary
SIGNATURES