What changed in this filing

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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-09 · 569 added, 608 removed, 1215 unchanged (49% of the section changed)

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Disclosure Controls and Procedures

Each of AB Holding and AB maintains a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our reports under the Exchange Act is (i) recorded, processed, summarized and reported in a timely manner, and (ii) accumulated and communicated to management, including the Chief Executive Officer (“ CEO ”) and the Interim Chief Financial Officer (“ CFO ”), to permit timely decisions regarding our disclosure.

Each of AB Holding and AB maintains a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our reports under the Exchange Act is (i) recorded, processed, summarized and reported in a timely manner, and (ii) accumulated and communicated to management, including the Chief Executive Officer (“ CEO ”) and the Chief Financial Officer (“ CFO ”), to permit timely decisions regarding our disclosure.

As of the end of the period covered by this report, management carried out an evaluation, under the supervision and with the participation of the CEO and the CFO, of the effectiveness of the design and operation of disclosure controls and procedures.

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The reports pertaining to AB Holding and AB each can be found in Item 8 of this Form 10-K.

2023 Annual Report 125

Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting occurred during the fourth quarter of 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2024 Annual Report 121

Other Information

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Board of Directors

Our Board consists of 9 directors, including five independent directors (including our Chair of the Board), our President and CEO, and three senior executives of EQH.

Our Board consists of 10 directors, including six independent directors (including our Chair of the Board), our President and CEO, and three senior executives of EQH.

While we do not have a formal, written diversity policy in place, we believe that an effective board consists of a diverse group of individuals who collectively possess a variety of complementary skills, personal experiences and perspectives and who will work together to provide a board with the needed leadership and experience to successfully guide our company.

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Director Since:

Director, Managing Director of Alvarez & Marsal's Financial Services

Director Since:

Chief Operating Officer, Equitable Holdings

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Todd Walthall

Chief Executive for Optum Insight (Payer Market), UnitedHealth Group

Corporate Governance

Chief Growth Officer, Optum Health, UnitedHealth Group

Director Since:

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Bernstein held the position of Chief Financial Officer at JPMorgan Chase’s Investment Management and Private Banking division.

Bernstein is a member of the Investment Committee of the Board of Managers of Haverford College, Pennsylvania, a Board of Trustees member of the Brookings Institution and a member of the Council on Foreign Relations.

Bernstein is Vice-Chair of Haverford College’s Board of Managers and Clerk of the Board’s Investment Committee (Pennsylvania), a Board of Trustees member of the Brookings Institution, a Governor of the Investment Company Institute (Washington, D.C.), a trustee of Cheekwood Estate and Gardens (Nashville), and a member of the Council on Foreign Relations (New York).

Director Qualifications

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AllianceBernstein

Holley was appointed a director of AB in 2024.

• He is a Managing Director of Alvarez & Marsal's Financial Services Industry Practice.

• Prior to joining Alvarez & Marsal, he was a Senior Managing Director at Accenture.

Holley spent 25 years at the Boston Consulting Group as a Senior Partner and Managing Director, where he helped launch their Global Wealth and Asset Management practice.

• He received his bachelor's degree in biochemistry and an MBA from Harvard University.

Holley has served as a Director of the New York Community non-profit since 2023.

Director Qualifications

Holley brings to the Board his extensive experience in financial services, specifically Global Wealth and Asset Management, as a Managing Director at Alvarez & Marsal and the Boston Consulting Group.

Director Since:

Hurd was appointed a director of AB in April 2019.

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Director Since:

2024 Annual Report 127

Kaye was appointed a director of AB in April 2017.

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Director Since:

2023 Annual Report 131

Lane was appointed a director of AB in April 2019.

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Director Since:

AllianceBernstein

Narayandas was appointed a director of AB in November 2017.

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Williams Award for Excellence in Teaching and the Apgar Award for Innovation in Teaching.

Narayandas has served as a member of the Board of Neurolens, a specialty eyewear company, since January 2021.

He also has served as a member of the Harvard University Press since June, 2023.

• His scholarship has focused on market-facing issues in traditional business-to-business marketing and professional service firms, including client management strategies, delivering service excellence, product-line management and channel design.

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Director Since:

AllianceBernstein

Pearson was appointed a director of AB in February 2011.

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Director Since:

2024 Annual Report 129

Stonehill was appointed a director of AB in April 2019.

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Stonehill has served as a member of the supervisory board of Deutsche Boerse AG, a capital market infrastructure provider, since 2019.

Additionally, Mr.

Stonehill joined the board of Strangeworks, Inc.

in October 2023.

He has served as a Governor of the Harrow School (UK) since 2011, a Director of Strangeworks, Inc.

since 2023, and a Board member of Koenigsegg since 2024.

• In addition, Mr.

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Director Since:

2023 Annual Report 133

Walthall was appointed a director of AB in September 2021.

• He is a senior executive with United Health Group, an American multinational managed healthcare and insurance company, currently serving as Chief Executive Officer of Clinical Solutions for Optum Insight;

formerly as Executive Vice President of Enterprise Growth.

• He is a senior executive with UnitedHealth Group, an American multinational managed healthcare and insurance company, currently serving as Chief Growth Officer at Optum Health;

formerly as Chief Executive for Optum Insight (Payer Market), UnitedHealth Group.

• Previously, he served as Executive Vice President and Chief Operating Officer at Blue Shield of California.

• Prior to Blue Shield, he served as Vice President and General Manager of Digital Service Integration at American Express.

Before joining AMEX, Mr.

Walthall held numerous senior roles with USAA Insurance, having contributed to the development of the industry's first mobile check-deposit service.

• He was the recipient of the 2016 Multicultural Leaders of California award from the National Diversity Council, and in 2020 was named one of the Most Influential Black Executives in Corporate America by Savoy Magazine.

Walthall serves on the Executive Leadership Council, a professional organization, and is on the Board of Trustees of Coaching Corps.

• He served in senior roles at American Express and USAA.

Walthall held numerous senior roles with USAA Insurance and Bank, having contributed to the development of the industry's first mobile check-deposit service.

Walthall serves on the Board of Trustees of Positive Coaching Alliance.

Director Qualifications

Walthall brings over two decades of leadership experience with growth strategy, operations, product development, and customer service and retention programs through his extensive experience in numerous leadership roles throughout his career.

Walthall brings extensive experience in healthcare and financial services through numerous senior executive and global leadership roles throughout his career.

Todd Walthall

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Executive Officers (other than Mr.

Bill Siemers, Interim CFO

Siemers, age 63, was appointed as Interim Chief Financial Officer in June 2023.

Siemers joined the firm in 2004 as Director of Financial Reporting.

He briefly assumed the position of Interim Chief Financial Officer in March 2022, serving in that capacity until July 2022 when he relinquished the CFO title until he was re-appointed in June 2023.

Prior to joining AB, Mr.

Siemers held various finance positions at Altria and as an auditor at Deloitte.

Jackie Marks, CFO

Marks, age 47, was named Chief Financial Officer in March 2024.

As CFO, she is responsible for leading firm wide strategy, financial operations and discipline.

Prior to AB, Marks served as CFO of Conde Nast, a global media company with more than one billion consumers in 32 markets, where she was responsible for Finance, Legal, Corporate Strategy & Development, Procurement, Global Events & Workplace Services, and Real Estate.

Before joining Conde Nast in early 2021, Marks served as CFO at Mercer and prior to that was the CFO of Enterprise Technology & Operations at Thomson Reuters.

She also served in a variety of financial leadership roles throughout her 15-year tenure there based in New York, London and Zurich, including CFO of Thomson Reuters News & Editorial.

Marks spent her early career in private equity and at Siemens.

Karl Sprules, COO

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2024 Annual Report 131

Kate Burke, Former COO and CFO

Burke, age 52, resigned as our firm's COO and CFO effective May 31, 2023.

She had been appointed Chief Financial Officer in July 2022 while retaining her role as Chief Operating Officer, which she became in July 2020.

Burke served as Head of our firm's Private Wealth channel from February 2021 to June 2022;

she was appointed Chief Administrative Officer in May 2019.

Previously, she served as Head of Human Capital and Chief Talent Officer from February 2016 to May 2019.

Burke joined our firm in 2004 as an institutional equity salesperson with Bernstein Research Services and has held various managerial roles since that time.

Changes in Directors and Executive Officers

The following changes in our directors and executive officers occurred since we filed our Form 10-K for the year ended December 31, 2023:

• Kristi Matus departed the Board, effective May 24, 2023.

• Nella Domenici departed the Board, effective January 16, 2024.

• Bruce Holley was appointed to the Board and the Audit and Risk Committee on May 15, 2024.

Executive Officers

Burke resigned as COO and CFO effective May 31, 2023.

Siemers was appointed as Interim CFO effective June 1, 2023.

Sprules was appointed COO effective June 1, 2023.

Hogbin was appointed as Global Head of Investments effective January 1, 2024, a newly created position as an executive officer.

Spencer was named an executive officer effective January 16, 2024 retaining her title as Chief People Officer.

Marks was appointed as CFO effective March 1, 2024.

Siemers transitioned from Interim CFO to Senior Advisor to AB effective February 29, 2024.

AllianceBernstein

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Independence of Certain Directors

In February 2023, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Mses.

Domenici and Lamm-Tennant and Messrs.

In February 2024, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Ms.

Lamm-Tennant and Messrs.

Kaye, Narayandas, Stonehill, and Walthall is independent.

The Board determined, at its February 2024 regular meeting, that each of these directors is independent (each an "Independent Director") within the meaning of the relevant rules.

In May 2024, the Governance Committee, after reviewing materials prepared by management, none of which included an identification of any transactions, relationships or arrangements not disclosed pursuant to Item 404(a), recommended by unanimous written consent that the Board determine that Mr.

Holley is independent, and the Board so determined at its May 2024 regular meeting.

Audit Committee Financial Experts;

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Audit Committee Financial Expertise

In February 2023, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Mses.

Domenici and Lamm-Tennant and Messrs.

In February 2024, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Ms.

Lamm-Tennant and Messrs.

Kaye and Stonehill is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K.

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Financial Literacy

In February 2023, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each Independent Director is financially literate and possesses accounting or related financial management expertise, as contemplated by Section 303A.07(a) of the NYSE Listed Company Manual (“ Financially Literate ”).

In February 2024, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that each of Ms.

Lamm-Tennant and Messrs.

Kaye, Narayandas, Stonehill, and Walthall is financially literate and possesses accounting or related financial management expertise, as contemplated by Section 303A.07(a) of the NYSE Listed Company Manual ("Financially Literate").

The Board so determined at its regular meeting held in February 2024.

In May 2024, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Mr.

Holley is Financially Literate, and the Board so determined at its May 2024 regular meeting.

AllianceBernstein

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Our Code of Ethics may be found in the “Responsibility - Corporate Governance” section of our Internet Site.

Our insider trading policy, which is applicable to purchases and sales of AB Holding units by our directors, officers and employees, is included as Exhibit 19 to this Form 10-K.

We believe that our insider trading policy has been reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable NYSE standards.

Prior to initiating a buy-back plan on behalf of AB Holding, whether pursuant to Rule 10b5-1(c) or otherwise, our Corporate Treasurer, in consultation with our CFO, determines the timing of such buy-back plan.

Plans of this type are only implemented during window periods and prior to implementation, the Treasurer will confirm with legal counsel that we are clear to implement the plan as there is no material non-public information that would cause us to delay the implementation.

We do not have polices or procedures relating to the timing of awards of options in relation to the disclosure of material non-public information because we do not issues options.

We have adopted a Code of Ethics for the CEO and Senior Financial Officers, which is intended to comply with Section 406 of the Sarbanes-Oxley Act of 2002 (the “ Item 406 Code ”).

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Our compliance framework includes:

• the Code of Ethics Oversight Committee (the “ Ethics Committee ”) and the Internal Compliance Controls Committee (the “ Compliance Committee ”), each of which consists of our executive officers and other senior executives;

• the Code of Ethics Oversight Committee (the “ Ethics Committee ”) and the Internal Compliance Controls Committee (the “ Compliance Committee ”), each of which consists of executive and other senior officers of the firm;

• an ombudsman office, where employees and others can voice concerns on a confidential basis;

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President and Chief Executive Officer (“CEO“)

Interim Chief Financial Officer ("CFO")

Chief Operating Officer ("COO")

Chief Financial Officer (“CFO“)

Head of Global Client Group and Private Wealth

General Counsel and Corporate Secretary

(1) Kate Burke resigned from her position as COO and Chief Financial Officer in May 2023.

We have included information concerning Ms.

Burke in this CD&A and the compensatory tables that follow in accordance with applicable SEC rules and regulations.

Global Head of Investments

Chief Operating Officer ("COO")

(1) Bill Siemers resigned from his position as Interim Chief Financial Officer on February 29, 2024, at which point he transitioned into the role of a Senior Advisor to AB.

We have included information concerning Mr.

Siemers in this CD&A and the compensatory tables that follow in accordance with applicable SEC rules and regulations.

Compensation Philosophy and Goals

The intellectual capital of our employees is collectively the most important asset of our firm.

We invest in people – we hire qualified people, train them, encourage them to give their best thinking to the firm and our clients, and compensate them in a manner designed to motivate, reward and retain them while aligning their interests with the interests of our Unitholders and clients.

Our employees are collectively the most important asset of our firm.

We invest in our people – we hire highly talented individuals, develop them, recognize them for giving their best thinking to the firm and our clients, and reward them to motivate and retain them while aligning their interests with the interests of our Unitholders and clients.

Furthermore, our compensation practices are structured to help the firm realize its long-term growth strategy to Deliver, Diversify and Expand, Responsibly, with Equitable (the “ Growth Strategy ”), which includes firm-wide initiatives to:

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• Maintain strong incremental margins.

We also are focused on ensuring that our compensation practices are competitive with industry peers and provide sufficient potential for wealth creation for our NEOs and our employees generally, which we believe will enable us to meet the following key compensation goals:

• attract, motivate and retain highly-qualified executive talent;

• reward prior-year performance;

• incentivize future performance;

• recognize and support outstanding individual performance and behaviors that demonstrate and foster our firm’s primary objective of helping our clients reach their financial goals;

We also are focused on ensuring that our compensation practices are competitive with industry peers and within the geographies that we operate and provide sufficient opportunities for wealth creation for all our top performing senior staff, including our NEOs, which we believe will enable us to meet the following key compensation goals:

• motivate and retain highly qualified executive talent;

• reward current-year performance;

• incentivize future contribution;

• recognize distinct outstanding individual performance that foster our firm’s primary objective of helping our clients reach their financial goals;

• align our executives’ long-term interests with those of our Unitholders and clients.

AllianceBernstein

Progress in Advancing our Growth Strategy in 2023

In 2023 we continued to show meaningful progress in executing our Growth Strategy:

Deliver, Diversify, and Expand, Responsibly, with Equitable.

Deliver Superior Investment Solutions to our Clients:

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We believe that, over time, the ability to produce idiosyncratic returns that cannot be easily replicated will be central to sustaining our competitive advantage.

In 2023, our Fixed Income performance strengthened, with 75% of assets outperforming for the one-year period ended December 31, 2023, 73% outperforming over the three-year period and 77% outperforming for the five-year period.

In Equities, performance lagged due to both stock selection and highly concentrated benchmark returns led by a small number of mega-cap technology stocks.

In 2024, our fixed income performance declined, primarily due to long-term interest rates moving upwards, weighing on our longer duration exposure.

57% of fixed income assets were outperforming for the one-year period ended December 31, 2024, 61% outperforming over the three-year period and 57% outperforming for the five-year period.

In Equities, our performance improved over the one-year and the five-year periods, but it remained relatively challenged due to both stock selection and highly concentrated benchmark returns led by a narrow set of growth-oriented stocks.

Approximately 45% of equity assets were in outperforming services for the one-year period, 35% for the three-year period and 65% for the five- year period ended December 31, 2024.

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if no advisor class exists, we used A share class.

Additionally, as of December 31, 2023, 60% of U.S.

Fund assets and 69% of Non-U.S.

Fund assets were rated 4- or 5-stars by Morningstar.

The following retail Fixed Income and Equity mutual funds with AUM greater than $100 million placed in the top quartile of performance for the three-year period ended December 31, 2023:

retail fixed income mutual funds that placed in the top quartile (3-yrs):

• AB Municipal Bond Inflation Strategy

• AB Short-Duration High Yield

• AB Tax-Aware Fixed Income Opportunity

fixed income funds that placed in the top quartile (3-yrs):

• AB Short Duration High Yield

retail equity mutual funds that placed in the top quartile (3-yrs):

• AB Equity Income

equity funds that placed in the top quartile (3-yrs):

• AB Asia ex-Japan

• AB EM Low-Volatility

• AB EM Value

• AB International

• AB Low-Vol Equity

• AB US Small and

Mid-Cap Equity

Performance for private client services included as available.)

Scaling our proven investment services remains a key focus of our firm.

In 2023, we grew organically in two of our three distribution channels, Retail and Private Wealth, while Institutions saw net outflows.

By asset class, Fixed Income grew organically at 5%, offset by outflows in Active Equity, consistent with trends seen across the industry.

AB’s net outflows were $7.0 billion, or 1.1% attrition, a lower rate of attrition as compared with our public peer group which experienced higher attrition.

In our Retail channel, gross sales rose to $71.1 billion, up 8% versus 2022.

The Retail redemption rate rose to 28% in 2023 from 24% in 2022, and full-year net inflows were $3.7 billion, driven by strong growth in both taxable and non-taxable Fixed Income.

In our Institutional channel, gross sales of $11.8 billion declined from $32.2 billion in 2022, the latter of which benefited from $16 billion in funding from two custom target date mandates.

Net outflows were $11.8 billion.

Our pipeline of $12.0 billion in AUM decreased versus $13.2 billion a year ago, reflecting slowing institutional activity industry wide;

Private Alternatives represented over 80% of the pipeline fee base at year-end.

In Private Wealth, gross sales in 2023 of $18.6 billion were strong, up 6% year-over-year, and this channel generated its third straight year of net inflows, or 1.1% organic growth.

2023 Annual Report 143

Diversify Through Developing High-Quality Differentiated Services:

Growing the diversity of our offerings to meet the needs of an evolving, complex global client base remains a key focus.

In 2023, new investment strategy launches across our global platform included:

Security of the Future, US High Dividend ETF, Disruptors ETF, Corporate Bond ETF, Core Plus Bond ETF, Conservative Buffer ETF, Tax-Aware Intermediate Municipal ETF, Tax-Aware Long Municipal, and Fixed Maturity Portfolio 2026/2027.

Additionally, we launched multiple new vehicles for existing investment strategies in response to customer demand, across a diverse set of geographies.

In 2023, we focused on continued growth in our Private Alternatives business, with net inflows led by Secondaries, Renewable Energy, Residential Mortgage Loans and European Commercial Real Estate Debt.

We announced a new NAV (Net Asset Value) lending strategy in our Private Credit business, supported by a commitment from Equitable.

AB’s Private Markets platform is now $61 billion, up 9% year over year, reflecting a diverse and relevant offering for Institutional, Retail and Private Wealth clients.

We remain focused on expanding opportunistically, both inside and outside the U.S., to support long-term growth.

We received approval in China for a wholly owned mutual fund license, and are also focused on growth in other Asian nations and select European markets.

We continued to invest in our insurance asset management business to grow third party clients.

And, we realized strong growth due to the redesign of our Muni investment platform to enable customization and tax optimization at scale in our custom Muni SMAs.

We view responsibility as an active pursuit that unites our firm—from the way we work and act, to our community service, and to the investment solutions we deliver to our clients.

Internally we continued to improve on a robust corporate governance and compliance framework, including further strengthening our security and business continuity infrastructure.

Through our investing activities, we continue to support proposals that encourage companies to strengthen their corporate governance structures, support shareholder rights and strive for greater transparency, in keeping with the best interest of our clients.

Financially, responsibility extends to our expense management, as we maintained non-compensation expense growth below inflation levels in 2023.

With Equitable:

In 2023 Equitable announced an expansion of its program to allocate and deploy permanent capital 1 to AB’s illiquid platform.

Equitable's goal is to reposition and thereby further improve the risk adjusted return of its General Account, through seeding new and growing existing alternative platforms at AB.

An initial $10 billion commitment was made in 2021, of which approximately 90% had been deployed in both Private Alternative and Private Placement strategies at year-end.

This initial commitment includes $750 million currently being deployed to AB CarVal strategies.

In May 2023, Equitable announced a second $10 billion in permanent capital commitment to AB’s illiquid platform, increasing the total of its commitments to $20 billion.

We expect the second commitment will begin to be deployed in 2024, following the completion of the first commitment, and will continue over the next several years.

Maintain Strong Incremental Margins:

We remain focused on managing costs to help ensure that we generate targeted incremental adjusted operating margins in the range of 45-50%, over time.

In 2023, we continued to execute a key pillar of this strategy as initially announced in 2018, which was the relocation of our corporate headquarters from New York City to Nashville.

We continue to seek efficiencies and manage various operating expenses to help ensure that we drive operating leverage on incremental revenues.

We also continue to execute on the planned joint venture of Bernstein Research Services with Société Générale (EURONEXT:

GLE, “ SocGen ”), expected to be completed in the first half of 2024.

We currently anticipate this action will result in a 200-250 basis point improvement in our annual adjusted operating margin upon deconsolidation of Bernstein Research Services from our consolidated financial statements.

Despite improving financial markets over the course of 2023, our full year average 2023 AUM declined by 1% from 2022 levels, reflecting a lag in average AUM recovering versus the prior year.

This resulted in a rolling three-year incremental adjusted operating margin of 8%, below our targeted range.

Our adjusted operating margin decreased to 28.2% in 2023, down 70 basis points as compared to 28.9% in 2022.

The decrease resulted from operating expense growth of 2% as compared with adjusted

1 Permanent capital means investment capital of indefinite duration, for which commitments may be withdrawn under certain conditions.

Such conditions primarily include potential regulatory restrictions, lacking sufficient liquidity to fund the capital commitments to AB and AB's inability to identify attractive investment opportunities which align with the investment strategy.

Although EQH’s insurance subsidiaries have indicated their intention over time to provide this investment capital to AB, they have no binding commitment to do so.

While the withdrawal of their commitment could potentially slow down our introduction of certain products, the impact to our overall operations would not be material.

AllianceBernstein

net revenue growth of 1%.

Total adjusted compensation and benefits expense increased by 2%, promotion and servicing costs rose by 2%, and general and administrative costs rose 1% year-over-year.

We provide additional information regarding our adjusted compensation ratio below in this CD&A;

see our discussion of “ Management Operating Metrics” above in Item 7 for a reconciliation between our results pursuant to U.S.

GAAP and our adjusted results .

In 2024, we grew our actively managed platform organically, registering $4.3 billion annual net inflows across our active strategies.

Additionally, we grew organically in two of our three distribution channels, retail and private wealth, while institutions saw net outflows.

By asset class, our active fixed income platform, consisting of our taxable and tax-exempt strategies, grew organically at a 9% annual rate.

Active alternative/multi-asset strategies also grew organically at a 3% annual rate.

Partially offsetting the above- mentioned trends, our actively managed equity strategies posted an attrition rate of nearly 10%, with outflows primarily concentrated within institutions.

Across our passively managed platform, we registered $6.5 billion outflows.

AB’s net firm-wide outflows totaled $2.2 billion in 2024, improving versus $7.0 billion net firm-wide outflows in 2023.

By channel, retail gross sales rose to $99.9 billion in 2024, up from $71.1 billion in 2023.

The retail redemption rate also rose to 30% from 28% in 2023, and full-year inflows were $13.4 billion, driven by strong demand for our taxable and tax-exempt fixed income.

Within our institutional channel, 2024 gross sales of $13.0 billion increased from the prior-year’s $11.8 billion.

Net outflows of $16.5 billion were primarily concentrated within active equities.

Our institutional pipeline was at $10.7 billion AUM at year-end 2024 versus $12.0 billion at year-end 2023.

In private wealth, gross sales of $20.8 billion increased from the prior- year’s $18.6 billion, with the channel generating $0.9 billion net inflows, and remaining positive for four consecutive years.

2024 Annual Report 139

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and scale our suite

$1.4 Billion Active ETF's

10 New Active ETF’s launched in 2023, including AB Conservative Buffer ETF and AB High Dividend ETF, bringing total to 12 Active ETF’s.

$61 Billion Municipals

Municipal Platform reflects 11% annualized organic growth led by strong growth in Muni SMA’s.

Our Retail Muni platform has grown 11 straight years.

China License Obtained

AB obtains license for wholly-owned mutual fund business.

$61 Billion Private Markets AUM

+9% Y/Y driven by growth in Secondaries, Renewable Energy, Mortgage Loans and European Commercial Real Estate Debt.

$20 Billion Total Equitable Commitment

Additional $10 billion committed capital by Equitable in 2023 to further expand AB's Private Alternative and Private Placements Platforms.

Expanding our Coverage

We launched our first perpetual, retail-oriented alternative offering with CarVal, the AB CarVal Credit Opportunities Interval Fund, in addition to 5 new active ETFs, bringing the total to 17 active ETFs with $5.5 billion AUM.

Diversifying our Platform

We launched an insurance vertical and continued to grow our private markets capabilities, in partnership with Equitable, reaching $70 billion in AUM.

Enhancing our Margins

We delivered on transformative initiatives such as our Bernstein Research Joint Venture and the relocation of our New York City office, which contributed to our 410 bps margin expansion in 2024.

Growing Organically

Our actively managed assets grew organically in 2024, registering $4.3 billion in net active annual inflows, led by $24.6 billion in active fixed income inflows, across taxable and tax-exempt.

Fixed Income and Equity Performance

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assumes dividend reinvestment)

Gross Sales Alts/MAS Organic Growth Beneficial Pipeline Mix

AB’s Retail channel achieved

Fixed Income Organic Growth Two of three Channels positive in 2023 Alternatives represented over

$71.1B 5.5% 1.9% 80%

in gross sales in 2023, up 8% year-over-year in 2023 average annual organic growth per year, over the last 5 years of institutional pipeline fee base at year-end

(1) AB generated a rolling three-year incremental adjusted operating margin of 8%, below the long-term targeted range of 45-50%.

Record Retail Sales Active Fixed Income Organic Growth Beneficial Pipeline Mix

AB’s retail channel tops record 2021 sales

Record annual active fixed income inflows Two of three channels grew organically in 2024 Alternatives represented over

$99.9B $24.6B 5% & 1% 88%

in gross sales in 2024, in-line with our record 2021 sales net inflows in taxable and tax-exempt Retail & Private Wealth grew organically 5% & 1% in 2024 of institutional pipeline fee base at year-end

(1) We provide additional information regarding our adjusted operating margin in MD&A above in Item 7 .

(2) During 2023, we adjusted operating income to exclude the impact of interest on borrowings in order to align with industry peers.

We have recast prior periods presentation to align with the current period presentation.

AllianceBernstein

Overview of 2024 Incentive Compensation Program

When reflecting on 2023 performance and pay, each of our NEOs (other than Ms.

Burke who resigned in May 2023) received a portion of his year-end incentive compensation in the form of an annual cash bonus and a portion in the form of long-term incentive compensation awards.

When reflecting on 2024 performance and pay, each of our NEOs received a portion of his year-end incentive compensation in the form of an annual cash bonus and a portion in the form of long-term incentive compensation awards.

The split between annual cash bonus and long-term incentive compensation varied depending on the NEO's total compensation, with lower-paid executives receiving a greater percentage of their incentive compensation as cash bonuses than more highly-paid executives.

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In 2024, we utilized performance scorecards for senior leaders of the firm, including our NEOs.

These scorecards require our senior leaders to develop and maintain a broad leadership mindset with priorities, such as accelerating ESG initiatives and our firm's alternatives platform, that are aligned with firm-wide goals of creating long-term value for all of our stakeholders.

These scorecards require our senior leaders to develop and maintain a broad leadership mindset with priorities, such as accelerating strategic initiatives and our firm's alternatives platform, that are aligned with firm-wide goals of creating long-term value for all of our stakeholders.

The scorecard for each NEO reflected our Growth Strategy and included actual results relative to target metrics across the following measures:

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As President and CEO, Mr.

Bernstein led AB to achieve organic growth in two of three distribution channels.

The firm grew revenues while operating expenses grew at a rate below inflation, inclusive of continued investment in strategic growth areas.

Bernstein led the firm through executive leadership changes while advancing a number of strategic priorities, including our fund management company in China, opening our AB India office, and progressing toward the closing of the joint venture for our research and trading business.

Bernstein achieved organic growth in two of three distribution channels.

Bernstein’s leadership, revenues increased, and operating margin expanded from 28% to 32%.

Bernstein executed on multiple strategic initiatives, including the close of Bernstein Research Services joint ventures with Societe Generale, the continued strengthening of flows into retail products like Exchange Traded Funds (ETFs) and Separately Managed Accounts (SMAs), the creation of an insurance vertical, the launch of AB’s first onshore fund in China, the expansion of operations in India, and the development of AB’s private alternative platform.

Bernstein enhanced the AB executive leadership team with the appointment of Chris Hogbin as Global Head of Investments and Jackie Marks as Chief Financial Officer, while fostering the development of managers, and cultivating a strong firm culture.

Individual Achievements

Financial and Investment Performance

• Led the firm’s efforts in delivering in growth areas, resulting in lower attrition rates relative to public peers, despite a difficult institutional fundraising environment.

AB’s fixed income business grew organically by 5%, outperforming peers, reflecting successful scaling from investments in technology and distribution.

Two of the firm’s three distribution channels grew organically.

• Earnings per unit (“ EPU ”) in the fourth quarter were up 9% versus the same period in 2022.

Full year 2023 EPU of $2.69 declined by 9% versus 2022, reflecting lower average AUM and base fees, combined with higher interest expense reflecting higher interest rates.

• Improved performance meaningfully in fixed income, outperforming applicable peers or benchmarks, while our equities franchise underperformed due to both stock selection as well as strong benchmark returns narrowly led by a small number of mega-cap technology stocks (both measured by the percentage of assets outperforming).

• Grew AB’s active ETF platform to $1.4B in assets with 12 funds, celebrating its one-year anniversary.

Our municipal separately managed account platform reached $23B, +36% year-over-year, gaining market share.

• Achieved a critical milestone receiving our regulatory license to operate an onshore China fund management company.

• Progressed efforts to grow the AB CarVal franchise, by closing on our clean energy fund, three times larger than the first vintage and designing a new $750M residential mortgage mandate in partnership with EQH.

Made progress on new product development for the retail channel and created and began execution on integration plans across corporate functions.

• Furthered plans to create a joint venture with Société Générale for our Bernstein Research Services business and have managed staff attrition levels well below the agreed upon threshold.

• Maintained flows in a difficult fundraising environment;

two of the firm’s three distribution channels grew organically year-over-year.

• 2024 adjusted EPU of $3.25 increased 21% versus 2023 and adjusted operating margin increased 410 bps to 32.3%.

• Despite challenging markets, maintained strong performance in Fixed Income, outperforming applicable peers or benchmarks, while our equities franchise underperformed due to both stock selection as well as strong benchmark returns narrowly led by a small number of mega- cap technology stocks (both measured by the percentage of assets outperforming).

• Closed the Bernstein Research Services joint ventures with Societe Generale and enhanced the longer-term financial flexibility for AB to invest in core businesses of investment and wealth management.

• Capitalized on strategic investments and deepened market share for key products.

Oversaw the growth of the ETF and SMA platforms;

the ETF business expanded to 17 funds and over $5B in AUM, while SMAs generated $6B in net flows.

Gained share and built track record in Europe via newly acquired Global & European Growth Equities Team which has reached over $713M in AUM.

• Created an insurance vertical to capitalize on momentum and grow AB’s brand in the insurance space.

Hired Geoff Cornell as AB’s first Chief Investment Officer of Insurance.

Oversaw the $100M commitment to Reinsurance Group of America’s (RGA) sidecar, Ruby Re, gaining access to investment management agreements with RGA for $1B of private market AUM.

• After receiving Fund Management Company license in December of 2023, launched AB’s first onshore fund in China.

Appointed Dengpan Luo as Chief Executive Officer and laid plans to hire a Chief Investment Officer of FMC to drive growth and flows in 2025.

• Committed to the growth of the Private Alternatives platform.

Raised over $8B in gross sales and made progress in retail distribution through the launch of the Credit Opportunities Fund and AB Lend.

Navigated AB CarVal business through challenging markets and the finalization of the contingent earnout.

Laid groundwork for further integration of AB CarVal and broader private alternatives platform.

Organizational

• Managed through an executive leadership transition, appointing a new Chief Operating Officer and identifying a new Chief Financial Officer effective Q1 2024.

Created an inaugural Head of Investments role to enhance and optimize the investment business units and reduce span of control.

• Established new entity in India now with ~390 staff.

Opened state-of-the art new office, identified local leadership, expanded functions across business units, and improved attrition.

• Advanced firmwide sustainability goals.

Strengthened controls and oversight to minimize risk and advanced our own corporate sustainability.

• Continued focus on Diversity, Equity & Inclusion.

Improved firmwide voluntary attrition and attrition among our diverse populations.

• Led a successful transition of New York midtown office to state-of-the-art building in Hudson Yards.

• Bolstered the strength of the executive leadership team through the appointment of Chris Hogbin as Global Head of Investments and onboarding of Jackie Marks as Chief Financial Officer.

• Invested in Pune office, expanded headcount to include over 500 roles across corporate, client group, and investment functions.

Established local leadership and cultivated a strong culture with high engagement.

• Navigated ESG headwinds and advanced firmwide sustainability goals.

Strengthened controls and oversight to minimize risk and advanced corporate sustainability.

• Improved firmwide voluntary attrition and retention among our top performers.

• Maintained strong engagement metrics in AB’s employee survey.

Reinforced firmwide purpose and values statements within business units.

Invested in competence initiatives to boost strength of AB managers.

2024 Compensation

2024 Annual Report 143

Interim Chief Financial Officer effective June 1, 2023

Chief Financial Officer effective March 1, 2024*

Summary of Achievements:

As Interim Chief Financial Officer (CFO), Mr.

Siemers oversaw the delivery of complete, accurate and timely financial results both internally and externally (in Forms 10-K and 10-Q and Earnings Releases) and ensured continuity and continuous improvement of a strong Finance function.

Siemers held the role of Controller and Chief Accounting Officer through August 20, 2023.

As Chief Financial Officer (CFO), Ms.

Marks oversaw the delivery of complete, accurate and timely financial results both internally and externally (in Forms 10-K and 10-Q and Earnings Releases) and ensured continuity and continuous improvement of a strong Finance function.

Marks oversaw the prioritization of the firm’s strategic initiatives and Corporate Development activities.

Individual Achievements

• Managed cost reduction and containment initiatives in a restricted revenue growth environment to achieve an adjusted operating margin of 28.2%, exceeding our target.

• Improved AB’s financial processes through enhanced accounting, reporting, accounts payable and planning and analysis procedures.

• Supported the contribution of our cash equities and research business into a planned joint venture between AB and Société Générale as AB’s Project Manager of the Finance workstream and serving as a member of the steering committee overseeing the transaction.

• Successfully partnered with Equitable on the financial impacts, both actual and forecasted, of our strategic initiatives, including our headquarter office relocation, growing our private alternatives and insurance products and services, and our development of a Fund Management Company in China, to optimize both our results of operations and balance sheet.

• Oversaw the achievement of improved margin growth from 28.2% to 32.3%.

• Delivered on a short-term cost reduction plan to fund in-year strategic initiatives as well as co-led firm-wide efforts to develop a proactive approach to managing costs and creating capacity to improve economic margin and invest in the business.

• Improved AB’s financial processes through enhanced budgeting;

bringing improved financial discipline allowing for clear prioritization of spend and investment across the firm.

• Formulated a Strategy and Corporate Development function to enable the acceleration of strategic initiatives.

Proactively managed the assignment of investments in strategic initiatives.

• Provided financial leadership to support the completion of the joint ventures between AB and Societe Generale.

• Supported the $100M commitment to Reinsurance Group of America’s (RGA) sidecar, Ruby Re, to gain access to certain investment management agreements with RGA for $1B of private market AUM.

• Maintained a strong relationship with Equitable, successfully partnering on the financial impacts of our strategic initiatives and investments.

• Led the finance effort related to the finalization of the AB CarVal contingent earnout.

Organizational

• Supported the integration plans and processes of financial functions relating to the 2022 CarVal acquisition and served on the joint leadership team providing oversight of integration plans across all corporate functions.

• Successfully onboarded approximately 25 Finance personnel into AB India.

• Seamlessly led the Finance function and executed all CFO responsibilities for the last seven months of the year upon the resignation of the previous CFO.

• Executed on succession planning by appointing a new Controller and Chief Accounting Officer from within the Finance talent pool, ensuring a smooth transition of leadership.

• Supported the successful recruitment process to identify and hire a new CFO (starting in the first quarter of 2024).

• Maintained strong Finance employee engagement, retention and in-office collaboration and grew diversity within our workforce.

• Enhanced Purpose within Finance and engaged in various Town Hall, informal gatherings, and small meeting groups to have employees connect with AB’s purpose and values.

• Strengthened the Finance function with several leadership hires and expanded roles for high potential talent.

• Enhanced financial rigor around decision-making through additional management analytics providing greater actionable analysis.

• Continued automation of processes within the Finance function, supporting innovation and allowing additional capacity for business partnering.

• Began the roll out of a best-in-class ERP system estimated to be complete in 2025.

• Maintained strong Finance employee engagement, retention, in- office collaboration and diversity within our workforce.

• Successfully completed a listening tour of Finance employees after joining the firm, enhanced collaboration within Finance with regular Town Halls and cross team events.

• Introduced development opportunities to Finance employees through Power Hours:

learning sessions to allow teams to improve knowledge of other business areas.

2024 Compensation

* Jackie Marks joined AB on January 8, 2024, as a Senior Advisor and was appointed to the role of Chief Financial Officer as of March 1, 2024.

Bill Siemers served as Interim Chief Financial Officer from January 1, 2024, to February 29, 2024.

AllianceBernstein

Chief Operating Officer effective May 31, 2023

Summary of Achievements:

Sprules successfully transitioned the role of Global Head of Technology & Operations (GTO) to Robert McWilliams June 1, 2023, and assumed the role of Chief Operating Officer (COO), now overseeing Legal and Compliance, GTO, Diversity, Equity and Inclusion, Real Estate Services, Internal Audit, Risk, and the Program Management Office.

In 2023 as COO, Mr.

Sprules spearheaded the evaluation and prioritization of the firm’s strategic initiatives, improved return to office compliance and drove efforts in expanding our footprint in India and China and the relocation of our NYC office to Hudson Yards.

Individual Achievements

• Reduced the GTO budget through thoughtful and targeted expense savings measures.

• Drove the prioritization process for funding the firm’s strategic investments and developed an iterative framework for ongoing planning.

• Evolved the Quarterly Business Review process to improve focus on key leadership topics such as business performance, strategic initiatives, errors and incidents, return to office compliance, and cross-functional business involvement.

• Co-led project to obtain the firm’s fund management company license in China by removing roadblocks, identifying areas that required additional focus, and providing solutions to meet those needs.

• Drove integration of CarVal’s technology functions and processes with AB.

As COO, oversaw integration planning across all non-investment functions.

Organizational

• Increased collaboration across the COO and Chief Administrative Officer roles across the firm by providing a platform to discuss strategic initiatives, emerging issues, resourcing, diversity efforts, and broader topics of importance.

• Simplified management by restructuring the GTO department into high-level operating functions focused on Investments, Clients, Funds, Operations, and Technology.

• Led the design, build and opening of the firm’s new office in India, reducing turnover, considerably improving staff engagement, and expanding AB India support to other business units beyond GTO.

• Co-led the firm’s efforts to drive a three-two structure for return to office compliance and rolled out a dashboard to management to better assist in tracking and driving compliance.

• Organized various employee gatherings throughout the year to foster staff unity and engagement among business units.

2023 Compensation

2023 Annual Report 151

Global Head of Client Group and Head of Private Wealth

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As Global Head of Client Group (CG) and Head of Private Wealth (PW), Mr.

Erzan achieved solid results across both groups despite a challenging market environment.

Erzan’s leadership, the CG grew its active ETF platform, obtained a fund management company license to operate in China, and focused on building out capabilities in key segments.

Erzan delivered strong results across both groups.

Erzan created an insurance vertical and appointed AB’s first Chief Investment Officer of Insurance.

Erzan co-led efforts to launch AB’s first onshore fund in China, and drove progress across other strategic initiatives, including surpassing $5B in ETF assets under management, fostering sales growth in retail channel, and establishing new leadership, talent review, and process enhancement efforts in institutional business.

Additionally, Mr.

Erzan added advisors and expanded services and investment solutions offered to our PW clients.

As a member of the executive leadership team, Mr.

Erzan collaborated with senior leadership across AB and Equitable Holdings on overall business and sales strategy.

Erzan oversaw the expansion of global family, family office, and ultra-high net worth teams within AB’s Private Wealth Management division.

Individual Achievements

• Achieved solid results in CG with 2024 gross sales of $113B, including $100B retail and $13B institutional.

US Retail, a key strategic growth area, grew sales by 9% year-over-year and achieved a fifth straight year of organic growth.

• Realized positive PW net flows (+$1.1B), with 1% annualized net organic growth, the third straight year of organic growth.

Saw record advisor productivity with strong client retention.

Continued growth in private alternatives and margin loans were partially offset by impact of deteriorating active equity flows.

• Grew ETF platform, which launched in September 2022, from two to 12 funds, reaching $1.4B in total AUM across multiple client channels.

• Co-led effort to obtain regulatory license for AB’s fund management company in China to offer onshore investment products and solutions to local retail clients.

• Continued to build out capabilities in key growth segments.

In third-party insurance, developed an analytical toolset, onboarded new robust client data and reporting solution, and expanded advisor coverage.

In defined contribution, continued to develop flexible approaches to delivering insurance-backed guaranteed retirement income.

Published foundational research on evaluating diverse retirement-income solutions.

• Furthered build out of our alternative investments platform by adding product development resources and making meaningful progress in the creation of new innovative offerings to be launched in 2024 for retail clients.

• Increased PW net new advisors beyond target of 5%.

Boosted number of teams forming new partnerships, expanding reach and capabilities, and elevating the client experience for our new and existing clients.

• Launched comprehensive PW client segmentation strategy, including expanding UHNW servicing team, introducing new organizational structure for global families vertical, and piloting fee-for-service with multi and single-family offices.

Segmentation strategy will streamline operations, grow brand awareness, expand reach, and provide more services for clients.

• Expanded PW investment solutions offering, including first successful CarVal engagement to raise capital for clean energy fund and launch of several fixed income separately managed account strategies.

Raised record capital amount for secondary investing partners and our model portfolio platform crossed $20B, an all-time high.

US Retail, a key strategic growth area, grew sales by 26% year-over-year and achieved a sixth straight year of organic growth.

• Realized positive PW net flows (+$862M), with 0.7% annualized net organic growth, the fourth straight year of organic growth.

Grew advisor productivity by 10% and made progress towards advisor growth goals.

Saw 3-year client retention above 95%.

• Expanded ETF platform, adding five funds in 2024 for a total suite of 17 funds;

surpassed $5B in total AUM across multiple client channels.

ETF platform launched in September 2022 with two funds.

• Co-led launch of first onshore fund in China after obtaining regulatory license for AB’s fund management company (FMC) in 2023.

Implemented leadership changes at FMC to improve performance and build distribution relationships.

Oversaw growth in sales in Asia Pacific region by 80% year-over-year.

• Created an insurance vertical and appointed Geoff Cornell as AB’s first Chief Investment Officer of Insurance.

Reorganized insurance investment, operations, marketing, and sales teams into the newly formed vertical.

Led the $100M commitment to Reinsurance Group of America’s (RGA) sidecar, Ruby Re, to gain access to certain investment management agreements with RGA for $1B of private market AUM.

In defined contribution, fostered capabilities with forums and consultant education roadshow.

• Oversaw generation of $7B in gross alternatives sales for retail and institutional clients, and $1B for private wealth clients.

• Revised organizational structure to enhance strategic planning across channels;

launched new strategies including Credit Opportunities Fund and AB Lend.

• Made progress toward Private Wealth advisor growth goals and client segmentation strategy.

Increased total advisor by 5 to a total of 246 in 2024.

Demonstrated success in key wealth client segments with UHNW Client Growth +~23%, outpacing the ~12% AUM growth for PWM overall.

• Launched client experience program and a corresponding culture campaign, initiated pilots for various projects, and established an organizational structure for rolling out enhanced client experience.

Organizational

• Focused on attracting and onboarding several senior leadership roles within the CG globally across sales, business development, and product strategy.

• Redesigned PW’s organizational structure to focus on new business growth within targeted client segments.

• Executed onboarding of several senior leadership roles within the CG globally across sales, business development, and product strategy.

• Centered organizational structure to focus on new business growth within targeted client segments.

(UHNW, Global Families, Family Offices, Women and Diverse Markets).

• Fostered a positive, results-driven culture of continuous learning and development across CG and PW.

Improved collaboration across both organizations including cross-department partnerships in business management and marketing.

• Promoted a customer-centric approach across the organization via segmented client playbooks and client engagement surveys.

• Continued to foster a positive, results-driven culture of continuous learning and development across CG and PW.

Supported a smooth transition to AB’s new office at the Spiral.

Ensured collaboration across both organizations including cross-department partnerships in business management and marketing.

• Prioritized a customer-centric approach across the organization via segmented client playbooks and client engagement surveys.

2024 Compensation

2024 Annual Report 145

Global Head of Investments

Summary of Achievements:

As Global Head of Investments, Mr.

Hogbin oversaw solid investment performance across AB’s investment platform and delivered organic growth across our actively managed services.

He has engendered high levels of engagement amongst our investment professionals and driven a greater level of cohesiveness and collaboration among our investors.

Hogbin has found opportunities to develop, deploy, and retain talent across the investment organization, to better leverage a common infrastructure, and has evaluated opportunities to invest in capabilities that deliver better outcomes for clients.

Individual Achievements

Financial and Investment Performance

• Despite challenging markets, maintained strong performance in Fixed Income, outperforming applicable peers or benchmarks, while our equities franchise underperformed due to both stock selection as well as strong benchmark returns narrowly led by a small number of mega-cap technology stocks (both measured by the percentage of assets outperforming).

• Worked to address areas of underperformance and developed plans to deliver improved investment performance.

• Delivered organic growth across AB’s actively managed services.

• Onboarded and started commercialization of new Global & European Growth Equities team launching two Lux vehicles and raising $713M AUM in first year.

• Supported commercialization of innovative fixed income services, with significant organic growth in Muni SMA and new institutional clients in systematic Fixed Income services.

• Directed rebuild of AB’s multi-manager long short equities service, Arya.

• Oversaw continued build out of active ETF business, bringing total to 17 funds and surpassing $5B AUM.

• Successfully launched first product in China FMC, and developed plan for future product launches.

Organizational

• Introduced new management structure with a single Chief Operating Officer and Chief Administrative Officer across the investment teams, to drive more consistency and a greater focus on strategic planning, organizational effectiveness and operational excellence.

• Introduced a variety of talent processes to better attract, develop and retain the best and most innovative investment talent.

• Reorganized AB’s responsibility team and improved alignment with investment teams by implementing industry focused organization.

• Made progress on researching and evaluating options to evolve AB’s investment infrastructure.

• Engendered high levels of engagement amongst investment professionals through various activities and initiatives geared toward employees developing an overall investments mindset.

• Supported a smooth transition to Hudson Yards office, with the investment teams seated in close proximity to each other, fostering greater connectedness and interaction.

• Oversaw numerous working groups and various other forums for investors across asset classes to come together to discuss investment topics, processes, industry trends and to raise ideas for creating greater cohesion amongst our investors.

2024 Compensation

AllianceBernstein

General Counsel & Corporate Secretary

Chief Operating Officer (COO)

Summary of Achievements:

Manley is responsible for AB’s Legal and Compliance Department, overseeing all legal and regulatory affairs for the firm.

Manley counseled management to successfully navigate through a heighted regulatory environment, implemented departmental organizational changes to optimize structure and efficiencies, and supported the firm’s critical strategic initiatives, including the joint venture and establishing businesses in new jurisdictions.

Sprules successfully completed the relocation of AB’s New York Midtown office to Hudson Yards, marking a significant advancement in AB’s real estate strategy.

Sprules co-led cost savings efforts across the firm, spearheaded efforts to achieve 90% in-office compliance and drove the expansion of AB’s footprint in India, China, and Ireland.

Individual Achievements

• Successfully navigated the firm through numerous regulatory examinations, inquiries and sweeps without any serious infractions or penalties.

• Provided legal leadership and guidance on the Société Générale joint venture transaction and the development of new business establishments in Ireland and Dubai.

• Spearheaded our Investments Reimagined initiative with EQH as part of our collective efforts to streamline and build efficiencies into our capital deployment activities.

• Provided legal support and regulatory guidance in connection with the successful licensing of our Fund Management Company in China.

• Worked closely with our US Mutual Fund boards as they made formal plans for a unitary board in 2025.

• Drove cost discipline efforts across corporate functions, resulting in reduced Global Technology and Operations costs, lower Legal and Compliance expenditures, and savings from the early termination of AB’s New York Midtown real estate lease.

• Co-led firm-wide efforts to develop a continuous and proactive approach to managing costs and creating capacity to improve economic margin and invest in the business.

Identified and kicked off a multi-year scoping and planning process across a number of initiatives focused on enhancing financial rigor, location strategy, talent development, business and system improvement, and artificial intelligence.

• Established a new entity in Dublin, Ireland and obtained necessary regulatory approval allowing AB to provide portfolio management services in all offices across the European Union, enabling us to support the growth of AB's newly acquired Global & European Growth equities business.

• Supported the completion of AB’s joint ventures with Societe Generale of Bernstein Research and oversaw a significant transfer of technology and operations functions;

continues to play an active role in the executive oversight of the joint ventures.

• Ensured operational readiness for the launch and post-launch of AB’s first equity fund in China, championed the establishment of the local business, and actively advised on organizational and leadership changes.

Organizational

• Continued to drive innovation and savings through technology and process improvements.

• Executed on four critical succession plans in Compliance, Mutual Fund Legal, International Legal and Corporate Legal promoting high quality internal talent while creating efficiencies, cost savings and significant leadership development opportunities.

• Emphasized the importance of our fiduciary culture through compliance and workplace practices training.

• Led AB’s location strategy, consolidating the firm’s real estate footprint, including moving nearly 800 New York employees to Hudson Yards while decommissioning nearly 1 million square feet of real estate.

• Expanded AB India functions across all major units of the firm, adding an additional 137 roles in 2024, managed staff attrition lower than market rates, and obtained regulatory approval to perform investment advisory activities allowing us to support future growth.

• Established the Chief Artificial Intelligence Officer role to drive the strategic use of AI to enhance efficiency, improve decision-making, and transform operational and business processes across the firm.

• Led the change management of AB’s relocation to Hudson Yards by regularly collaborating with leadership and establishing a committee to maintain engagement and seamless integration into the new space.

• Drove the firm to 90% in-office compliance and partnered to create simplified and accessible reporting for managers to enhance workplace collaboration.

• Organized various employee gatherings, including the firm’s first all- employee events in New York and Nashville, to foster staff unity and engagement across business units.

2024 Compensation

The compensation of each of these NEOs (other than Ms.

Burke) reflected the Compensation Committee’s judgment (and Mr.

Bernstein’s judgment, with respect to each executive other than himself) in assessing the importance of the executive's achievements in the context of our firm’s adjusted financial results and progress in advancing our Growth Strategy.

2024 Annual Report 147

Interim Chief Financial Officer effective May 31, 2023 through February 29, 2024

Summary of Achievements:

As Interim Chief Financial Officer, Mr.

Siemers oversaw the delivery of complete, accurate and timely financial results both internally and externally (in Forms 10-K and 10-Q and Earnings Releases), supported the transition to a new CFO, and ensured continuity and continuous improvement of a strong Finance function.

Siemers held the role of Controller and Chief Accounting Officer through August 20, 2023.

Individual Achievements

• Contributed to cost reduction and containment initiatives in a restricted revenue growth environment.

• Supported the contribution of our cash equities and research business into a planned joint venture between AB and Societe Generale.

Organizational

• Led the Finance function and executed all CFO responsibilities for approximately nine months.

• Supported the integration plans and processes of financial functions relating to the 2022 CarVal acquisition.

• Supported the successful recruitment process to identify and hire a new CFO as well as facilitated transition and onboarding.

• Maintained strong Finance employee engagement, retention and in- office collaboration and grew diversity within our workforce.

2024 Compensation

The compensation of each of these NEOs reflected the Compensation Committee’s judgment (and Mr.

Compensation Committee;

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As discussed in “NYSE Governance Matters” in Item 10 , AB Holding, as a limited partnership, is exempt from NYSE rules that require public companies to have a compensation committee consisting solely of independent directors.

EQH owns, directly and through various subsidiaries, an approximate 61.2% economic interest in AB (as of December 31, 2023), and compensation expense is a significant component of our financial results.

EQH owns, directly and through various subsidiaries, an approximate 61.9% interest in AB (as of December 31, 2024), and compensation expense is a significant component of our financial results.

For these reasons, Mr.

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• determining contributions and awards under incentive plans or other compensation arrangements (whether qualified or non- qualified) for employees of AB and its subsidiaries, and amending or terminating such plans or arrangements or any welfare benefit plan or arrangement or making recommendations to the Board with respect to adopting any new incentive compensation plan, including equity-based plans;

AllianceBernstein

• reviewing and approving the compensation of our CEO, evaluating his performance, and determining and approving his compensation level based on this evaluation;

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As part of this process, and as we discuss more fully below in " Compensation Consultant;

Benchmarking Data ," Ms.

Spencer provides the Compensation Committee with competitive market data from one or more compensation consultants.

Benchmarking Data ," the Chief People Officer provides the Compensation Committee with competitive market data from one or more compensation consultants.

Management periodically reviews, with the Compensation Committee, the firm’s expected adjusted financial and operating results, the firm’s actual adjusted financial and operating results and management’s year-end compensation expectations, as they evolve throughout the year.

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Additional information regarding the Compensation Committee’s functions can be found in the Committee's charter, which is available online in the “Responsibility - Corporate Governance” section of our Internet Site.

AllianceBernstein

Compensation Consultant;

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The 2024 Benchmarking Data indicated that, as a group, our NEOs fall within market range.

Please note that we excluded Ms.

Burke from this analysis as she resigned from AB in May 2023 and, accordingly, did not receive year-end incentive compensation.

The Compensation Committee considered this information in concluding that the compensation levels paid in 2023 to our NEOs (other than Ms.

Burke, who was not considered in this process given her resignation from the Company) were appropriate and reasonable.

Please note that we excluded Mr.

Siemers from this analysis as he resigned from his position as Interim Chief Financial Officer on February 29, 2024, at which point he transitioned into the role of a Senior Advisor to AB.

The Compensation Committee considered this information in concluding that the compensation levels paid in 2024 to our NEOs were appropriate and reasonable.

Compensation Elements for NEOs

We utilize a variety of compensation elements to achieve the goals described above , consisting of base salary, annual short- term incentive compensation awards (cash bonuses), a long-term incentive compensation award program, a defined contribution plan, a defined benefit plan and certain other benefits, each of which we discuss below :

2024 Annual Report 149

Base Salaries

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We believe that annual cash bonuses, which generally reflect individual performance and the firm’s current year adjusted financial performance, provide a short-term retention mechanism for our NEOs because such bonuses typically are paid in December.

Annual cash bonuses in respect of 2023 performance for each NEO were determined in November 2023 and paid in December 2023.

Annual cash bonuses for the 2024 performance for each NEO were determined in November 2024 and paid in December 2024.

These bonuses, and the 2024 long-term incentive compensation awards described immediately below , were based on management’s evaluation, subject to the Compensation Committee’s review and approval, of each NEO’s performance during the year, the firm's progress in advancing its Growth Strategy during the year, the performance of the NEO’s business unit or function compared to business and operational goals established in each NEO's performance scorecard at the beginning of the year, and the firm’s current-year adjusted financial performance.

In respect of 2023, Mr.

Bernstein received a cash bonus of $5,425,000 in accordance with the terms of the employment agreement into which he entered with the General Partner, AB and AB Holding as of May 1, 2017 (the “ CEO Employment Agreement ”) and after review of Mr.

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Bernstein’s cash bonus and other compensation elements.

2023 Annual Report 155

Long-Term Incentive Compensation Awards

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We utilize this structure to align our NEOs’ long-term interests directly with the interests of our Unitholders and indirectly with the interests of our clients, as strong performance for our clients generally contributes directly to increases in AUM and improved financial performance for the firm.

We believe that annual long-term incentive compensation awards provide a long-term retention mechanism for our NEOs because such awards generally vest ratably over time;

awards granted in 2022 and forward generally vest in equal portions over three years, while awards granted prior to 2021 generally vest over four years.

We reduced the vesting period to three years for awards in 2021 to help ensure our compensation framework remains highly competitive.

For 2023 performance, awards were granted in December 2023 to each of Messrs.

Bernstein, Siemers, Sprules, Erzan, and Manley pursuant to the AB 2023 Incentive Compensation Award Program (the " ICAP "), an unfunded, non-qualified incentive compensation plan, and the AB 2017 Long Term Incentive Plan, our equity compensation plan (the “ 2017 Plan ”).

Burke, who resigned in May 2023, did not receive an award.

We believe that annual long-term incentive compensation awards provide a long-term retention mechanism for our NEOs because such awards generally vest ratably over three years.

We also believe that certain long term incentive compensation awards can be used for recruitment or retention purposes when it includes a required service period.

In January 2025, Mr.

Erzan received a long term incentive award of $5,000,016 which cliff vests December 2028 subject to Mr.

Erzan's continued service.

For 2024 performance, awards were granted in December 2024 to each of Mr.

Bernstein, Ms.

Erzan, Hogbin and Sprules pursuant to the AB 2024 Incentive Compensation Award Program (the " ICAP "), an unfunded, non-qualified incentive compensation plan, and the AB 2017 Long Term Incentive Plan, our equity compensation plan (the “ 2017 Plan ”).

Prior to the date on which an award vests, the AB Holding Units underlying an award are restricted and are not permitted to be transferred.

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As used in this Item 11, “vest” refers to the time at which the awards are no longer subject to forfeiture for breach of these restrictions or risk management policies, which we discuss further below in “Consideration of Risk Matters in Determining Compensation.”

AllianceBernstein

Further, pursuant to Rule 10D-1 of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual, the Board has adopted a Compensation Recovery Policy (the "Policy ") effective November 15, 2023.

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The portion of incentive-based compensation received from EQH specific to Mr.

Bernstein is covered under the Compensation Recovery Policy adopted by our parent EQH and will be applicable to any current or previous incentive-based compensation received directly from our parent company by Mr.

Bernstein and Mr.

Erzan is covered under the Compensation Recovery Policy adopted by our parent EQH and will be applicable to any current or previous incentive-based compensation received directly from our parent company by Mr.

Bernstein and Mr.

See " Summary Compensation Table" EQH for stock awards received by Mr.

Bernstein for which the EQH Compensation Recovery Policy is applicable.

Former COO and CFO Resignation

As announced in a Form 8-K filed on June 1, 2023, Ms.

Burke resigned from AB on May 31, 2023.

Her responsibilities as COO were promptly transferred to Mr.

Sprules and her responsibilities as CFO were promptly transitioned to Mr.

Siemers on an interim basis.

The compensatory benefits Ms.

Burke forfeited by resigning included (i) unvested portions of prior-year long-term incentive compensation awards, aggregating to approximately $2.9 million in value (based on the closing price of an AB Holding Unit as of August 29, 2023, her official termination date taking into account the garden leave obligation provided in the ICAP award agreement);

and (ii) the unvested portions of restricted stock unit awards and performance share awards (at target) granted to her by EQH in connection with her membership on, and service to, EQH's Management Committee, aggregating to approximately $225,000 (based on the closing price of an EQH share as of August 29, 2023).

AllianceBernstein

Bernstein and Mr.

Erzan for which the EQH Compensation Recovery Policy is applicable.

Former Interim CFO Resignation

As announced in a Form 8-K filed on January 8, 2024, Mr.

Siemers resigned from his position as Interim Chief Financial Officer on February 29, 2024, a position he held since June 2023.

Upon resignation, he transitioned into the role of a Senior Advisor to AB.

His responsibilities as Interim CFO were promptly transferred to Jackie Marks on March 1, 2024 as the current CFO on an ongoing basis.

Defined Contribution Plan

6 unchanged sentences

The maximum annual benefit payable under the Retirement Plan may not exceed the lesser of $100,000 or 100% of a participant’s average aggregate compensation for the three consecutive years in which he or she received the highest aggregate compensation from us or such lower limit as may be imposed by the Internal Revenue Code of 1986, as amended (the " Code ") on certain participants by reason of their coverage under another qualified retirement plan we maintain.

The Retirement Plan generally provides for payments to, or on behalf of, each vested employee upon such employee’s retirement at the normal retirement age provided under the plan or later, although provision is made for payment of early retirement benefits on an "actuarially" reduced basis.

Normal retirement age under the plan is 65.

Death benefits are payable to the surviving spouse of an employee who dies with a vested benefit under the Retirement Plan.

For additional information regarding interest rates and actuarial assumptions, see Note 18 to AB's consolidated financial statements in Item 8.

A participant in the Retirement Plan is eligible for early retirement upon termination of employment if the participant is at least age 55 and the sum of the participant’s age and years of vesting service equals at least 80.

As of December 31, 2023, Mr.

Sprules has attained age 50 and earned 26 years of vesting service.

(For purposes of determining early retirement eligibility, years of service after benefits under the Retirement Plan ceased accruing are included.) Because Mr.

Sprules is younger than age 55 and the sum of his age and service is less than 80, he is not eligible for early retirement.

As of December 31, 2023, Mr.

Manley has attained age 61 and earned 40 years of vesting service.

Because the total of Mr.

Manley’s age and years of service exceeded 80, he is eligible for early retirement.

The early retirement benefit is “actuarially” reduced for each month that payments begin before age 65.

The reduction to the pension is made because it costs more money to provide payments over a longer period of time.

In other words, the monthly benefit commencing at the early retirement date has the same value as a monthly benefit beginning at age 65.

The actuarial adjustment factors are based on the mortality assumptions specified under Section 417(e) of the Internal Revenue Code, and a 6% interest rate, as specified in the Retirement Plan.

For example, a 60 year old participant would receive approximately 66% of the accrued benefit that would have been payable at age 65.

During 2024, the Compensation Committee of the AB Board of Directors approved the termination of the Retirement Plan, effective May 22, 2024.

We began the process of settling benefits with vested participants and all lump sum disbursements elected by plan participants were distributed in December 2024.

The remaining retirement plan participants who did not elect a lump sum disbursement elected to roll over their benefit to a group annuity contract from a qualified insurance company to administer all future payments.

The company will elect the qualified insurance company to administer all future payments during the first quarter of 2025 at which point, the remaining benefit obligation will be purchased by the insurance carrier and we will fully terminate the plan.

As of December 31, 2024 the Retirement Plan was underfunded with a benefit obligation of $68.6 million and plan assets of $63.3 million.

Our policy is to satisfy our funding obligation for each year in an amount not less than the minimum required by ERISA and not greater than the maximum amount we can deduct for federal income tax purposes.

We did not make a contribution to the Retirement Plan during 2024.

The Company expects to make a contribution to the Retirement Plan during the first quarter of 2025 in the amount of $5.3 million to fully fund the Retirement Plan, purchase the group annuity contract and settle the remaining termination costs associated with the Retirement Plan.

Other Benefits

6 unchanged sentences

The provisions under the CIC Plan also are described in a compensatory table below entitled, “ Potential Payments upon Termination or Change in Control.”

2024 Annual Report 151

The CIC Plan provides that, in the event of a CIC, unless prior to the CIC, any unvested restricted unit awards (including ICAP awards) then held by an Executive Officer are honored or assumed, or new rights are substituted therefore, so that the Executive Officer's rights and entitlements after the CIC are substantially equivalent to or better than the Executives Officer's rights and entitlements under the award, each award will, prior to the CIC, immediately and fully vest and no longer be subject to forfeiture.

In addition, (i) if the Executive Officer's employment is terminated by AB, other than for cause, (ii) the Executive Officer resigns with good reason (as defined in the CIC Plan), or (iii) the Executive Officer dies or becomes disabled, within 12 months following a CIC, the Executive Officer will be entitled to receive the sum of (a) the Executives Officer's annual base salary at the time of his or her termination, and (b) the Executive Officer's most recent annual cash incentive compensation award, multiplied by two.

2023 Annual Report 157

The CIC Plan defines CIC to include any transaction as a result of which EQH ceases to control AB, or a successor entity that conducts the business of AB.

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Bernstein's Employment Agreement

Pursuant to the CEO Employment Agreement, Mr.

Bernstein served as our President and CEO for an initial term that commenced on May 1, 2017 and ended on May 1, 2020.

The initial term automatically was extended for one additional year on May 1, 2020 and automatically extends each May thereafter, unless the CEO Employment Agreement is terminated in accordance with its terms (the “ Employment Term ”).

The terms of the CEO Employment Agreement were the result of arm’s length negotiations between Mr.

Bernstein and senior executives at AXA S.A., formerly AB's ultimate parent company (" AXA "), and EQH.

The Board then approved the CEO Employment Agreement after having considered, among other things, the compensation package provided to Mr.

Employment Agreement Overview

Bernstein began his role as President and CEO on May 1, 2017, with an initial term ending on May 1, 2020, automatically extending each year thereafter unless the CEO Employment Agreement is terminated in accordance with its terms (the “Employment Term”).

The terms were approved by the Board considering various factors including compensation of Mr.

Bernstein’s predecessor, the 2016 compensation and 2017 expected compensation of AB’s other executive officers and Mr.

Bernstein’s compensation at his former employer.

The Compensation Committee, during its regular meeting held in December 2018, amended the CEO Employment Agreement such that any annual equity award granted to Mr.

Bernstein in 2018 and subsequent years during the Employment Term will be granted in all respects in accordance with AB's compensation practices and policies generally applicable to AB's executive officers as in effect from time to time (the " SPB First Amendment ").

Additionally, the Compensation Committee, during its regular meeting held in December 2019, further amended the CEO Employment Agreement by:

• increasing Mr.

Bernstein’s severance payments if his employment is terminated involuntarily, without cause, from one year’s base salary and bonus to one and a half year’s base salary and bonus;

• excluding from the definition of change in control AB Holding ceasing to be publicly traded;

• removing from the circumstances that give rise to Mr.

Bernstein’s ability to terminate the agreement for “good reason” his ceasing to be the CEO of a publicly traded entity;

• eliminating Mr.

Bernstein’s entitlement to a gross-up for any excise tax on his parachute payments, which would have been pertinent only if Mr.

Bernstein had been terminated involuntarily prior to December 31, 2019.

Elements of Mr.

Bernstein’s Compensation

Amendments in December 2018 and 2019 included aligning equity awards with AB's practices, increasing severance payments, redefining change in control, and narrowing the definition of good reason.

Compensation Elements

Bernstein’s annual base salary under the CEO Employment Agreement has been, and continues to be, $500,000.

2 unchanged sentences

Bernstein's base salary is entirely at the discretion of the Compensation Committee.

Bernstein is entitled to a target cash bonus of $3,000,000 annually, subject to review.

For 2024, he received a $5,425,000 bonus based on performance evaluations.

See description of the performance metrics and individual achievement for Mr.

Bernstein above.

AllianceBernstein

Under the CEO Employment Agreement, Mr.

Bernstein is entitled to be paid a cash bonus at a target level of $3,000,000 in each year during the Employment Term, subject to review and increase from time to time by the Compensation Committee, in its sole discretion.

As a result of a review of Mr.

Bernstein's performance during 2023 by the Compensation Committee, Mr.

Bernstein was paid a cash bonus of $4,515,000.

In determining Mr.

Bernstein's cash bonus, the Compensation Committee considered the progress AB made in advancing its Growth Strategy, Mr.

Bernstein's performance in light of the target metrics included in his performance scorecard and Mr.

Bernstein's individual achievements during 2023, as described above .

Restricted AB Holding Units

Commencing in 2018 and during the remainder of the Employment Term, Mr.

Bernstein is eligible to receive annual equity awards with a grant date fair value equal to $3,500,000, subject to review and increase by the Compensation Committee, in its sole discretion, in accordance with AB’s compensation practices and policies generally applicable to the firm’s executive officers as in effect from time to time.

The Compensation Committee approved an equity award to Mr.

Bernstein with a grant date fair value equal to $4,165,000 during November 2023.

The Compensation Committee determined Mr.

Bernstein's equity award based on the review process described above .

As a result of the SPB First Amendment, the equity award granted to Mr.

Bernstein in December 2023 is subject to the same ICAP-related terms and conditions as awards granted to other executive officers at that time, which terms and conditions are described above in "Compensation Elements for NEOs - Long-Term Incentive Compensation Awards."

Starting in 2018, Mr.

Bernstein is eligible for annual equity awards with a grant date fair value of $3,500,000, subject to review and increase by the Compensation Committee, in its sole discretion, in accordance with AB’s compensation practices and policies generally applicable to the firm’s executive officers as in effect from time to time.

During November 2024, the Compensation Committee approved an equity award to Mr.

Bernstein with a grant date fair value equal to $5,075,000, subject to the same terms as other executive officers, which terms and conditions are described above in "Compensation Elements for NEOs - Long-Term Incentive Compensation Awards."

Perquisites and Benefits

Under the CEO Employment Agreement, Mr.

Bernstein is eligible to participate in all benefit plans available to executive officers and, for his safety and accessibility, a company car and driver for business and personal use.

Bernstein is eligible for all executive benefit plans and, for his safety and accessibility, is provided with a company car and driver for business and personal use and cybersecurity protection services contracted through a third party.

Severance and Change in Control Benefits

The CEO Employment Agreement includes severance and change-in-control provisions, which are highlighted below .

These provisions also are described in a compensatory table below entitled, “ Potential Payments upon Termination or Change in Control.” We believe that these severance and change-in-control provisions assist in retaining our CEO and, in the event of a change in control, provide protection to Mr.

Bernstein so he is not distracted by personal or financial situations at a time when AB needs him to remain focused on his responsibilities.

Bernstein is terminated without “cause” or resigns for “good reason” (as such terms are defined in the CEO Employment Agreement), and he signs and does not revoke a waiver and release of claims, he will receive the following:

• A cash payment equal to (a) the sum of his current base salary and his bonus opportunity amount, multiplied by one (1), if Mr.

Bernstein resigns for "good reason," or (b) the sum of his current base salary and his bonus opportunity amount, multiplied by one and a half (1.5), if Mr.

Bernstein's employment is terminated other than for "cause," or because of his death or disability;

Bernstein is terminated without cause, or because of his death or disability, or resigns for good reason, and he signs and does not revoke a waiver and release of claims, he will receive the following severance benefits:

• A cash payment based on a multiple of his base salary and bonus opportunity (1x for resignation for good reason, 1.5x for termination without cause or because of death or disability).

• A pro rata bonus based on actual performance for the fiscal year in which the termination occurs.

• monthly payments equal to the cost of COBRA coverage for the COBRA coverage period;

• following the COBRA coverage period, access to participation in AB’s medical plans as in effect from time to time at Mr.

Bernstein’s (or his spouse’s) sole expense.

If, during the 12 months following a change in control, Mr.

Bernstein is terminated without cause or resigns for good reason, he will receive the amounts described above , except that he will receive a cash payment equal to two (2) times the sum of his current base salary and his bonus opportunity amount.

In the event any payments constitute “golden parachute payments” within the meaning of Section 280G of the Code and would be subject to an excise tax imposed by Section 4999 of the Code, such payments will be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr.

• COBRA coverage costs and following the COBRA coverage period, access to AB’s medical plans at his (or his spouse’s) sole expense.

If terminated within 12 months following a change in control (as defined in the amended CEO Employment Agreement), he will receive the same severance benefits as described above, except that his cash payment will be equal to 2x the sum of his base salary and bonus opportunity.

In the event any payments made to Mr.

Bernstein upon a change in control of AB constitute “golden parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, such payments will be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr.

Bernstein receiving a higher net- after tax amount than he would receive absent such reduction.

Bernstein is subject to a confidentiality provision, in addition to covenants with respect to non-competition during his employment and six months thereafter and non-solicitation of customers and employees for 12 months following his termination of employment.

A change in control is defined as, among other things, EQH and its majority-owned subsidiaries ceasing to control the election of a majority of the Board.

2023 Annual Report 159

For additional information on severance and change in control benefits for Mr.

Bernstein as of December 31, 2024, see Potential Payments Upon Termination or Change in Control below .

Bernstein is subject to confidentiality, non-competition during employment and six months after, and non-solicitation of customers and employees for 12 months post-termination.

Bernstein negotiated the severance and change-in-control provisions described immediately above to have the security and flexibility to focus on the business and preserve the value of his long-term incentive compensation.

The Board, AXA and EQH determined that these provisions were reasonable and appropriate because they were necessary to recruit and retain Mr.

The Board and EQH determined that these provisions were reasonable and appropriate because they were necessary to recruit and retain Mr.

Bernstein and provided Mr.

Bernstein with effective incentives for future performance.

The Board, AXA and EQH also concluded that the change-in-control and termination provisions in the CEO Employment Agreement fit within AB’s overall compensation objectives because these provisions, which align with AB’s goal of providing its executives with effective incentives for future performance, also:

• permitted AB to recruit and retain a highly-qualified CEO;

• aligned Mr.

Bernstein’s long-term interests with those of AB’s Unitholders and clients;

• were consistent with AXA’s, EQH's and the Board’s expectations with respect to the manner in which AB and AB Holding would be operated during Mr.

Bernstein’s tenure;

• were consistent with the Board’s expectations that Mr.

Bernstein would not be terminated without cause and that no steps would be taken that would provide him with the ability to terminate the agreement for good reason.

Bernstein with effective incentives for future performance, aligning his interests with those of AB’s Unitholders and clients, and providing effective incentives for future performance.

Compensation awarded by EQH to Mr.

Bernstein, Mr.

Erzan and Ms.

Bernstein and Mr.

In February 2024, EQH granted to Mr.

1 unchanged sentence

• a restricted stock unit award (for EQH common stock) with a grant date fair value of $400,006;

• a performance share award (for EQH common stock) with a grant date fair value of $498,025, which can be earned subject to EQH’s total shareholder return relative to its peer group.

Additionally, in February 2023, EQH granted to each of Mr.

Erzan and Ms.

Burke, in connection with their membership on and service to the EQH Management Committee:

• a total shareholder return (" TSR" ) performance share award (for EQH common stock) with a grant date fair value of $300,019, which can be earned subject to EQH’s total shareholder return relative to its peer group.

• a EPS performance share award (for EQH common stock) with a grant date fair value of $300,021, which can be earned subject to EQH's average of annual performance against Non-GAAP Common Operating EPS targets assigned each year.

Additionally, in February 2024, EQH granted to Mr.

Erzan, in connection with their membership on and service to the EQH Management Committee:

• a restricted stock unit award (for EQH common stock) with a grant date fair value of $40,007;

• a performance share award (for EQH common stock) with a grant date fair value of $60,012, which can be earned subject to EQH’s total shareholder return relative to its peer group.

• a TSR performance share award (for EQH common stock) with a grant date fair value of $30,013, which can be earned subject to EQH’s total shareholder return relative to its peer group.

• a EPS performance share award (for EQH common stock) with a grant date fair value of $30,006, which can be earned subject to EQH's average of annual performance against Non-GAAP Common Operating EPS targets assigned each year.

2024 Annual Report 153

Assumptions made in determining the EQH restricted stock unit and performance share figures discussed above are described in footnotes to the compensatory tables below entitled " Summary Compensation Table for 2024 " and " Grants of Plan-Based Awards in 2024 ."

1 unchanged sentence

Erzan may receive additional equity or cash compensation from EQH in the future related to their continued membership on and service to the EQH Management Committee.

Burke, who resigned as our firm's COO and CFO in May 2023 (and from the EQH Management Committee), forfeited her awards and is ineligible for additional awards.

CEO Pay Ratio

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We did not make any assumptions or estimates with respect to total compensation, but we did adjust compensation paid to our non-U.S.

employees during our 2023 fiscal year based on the average monthly exchange rates for the three-month period ending September 30, 2023 (data compiled in fourth quarter) between the local currencies in which such employees are paid and U.S.

employees during our 2024 fiscal year based on the average daily exchange rates for the three-month period ending September 30, 2024 (data compiled in fourth quarter) between the local currencies in which such employees are paid and U.S.

We define “total compensation” as the aggregate of base salary (plus overtime, as applicable), commissions (as applicable), cash bonus and the grant date fair value of long-term incentive compensation awards.

After identifying the median employee based on total compensation, we calculated total compensation in 2024 for such employee using the same methodology we use for our NEOs as set forth below in the "Summary Compensation Table for 2024 ."

AllianceBernstein

As illustrated in the table below, our 2024 CEO Pay Ratio is 82:1 :

8 unchanged sentences

(1) Includes (i) an award granted by AB of restricted AB Holding Units with a grant date fair value of $5,075,000 and (ii) awards granted by EQH with an aggregate grant date fair value of $1,000,046, as more fully described above in “Compensation awarded by EQH to Mr.

Bernstein, Mr.

Erzan and Ms.

Burke.” For additional information, please refer to the compensatory tables below in this Item 11 .

Bernstein and Mr.

Erzan” For additional information, please refer to the compensatory tables below in this Item 11 .

(2) For a description of Mr.

Bernstein’s other compensation, please refer to the Summary Compensation Table for 2023 below .

The median employee's other compensation consists of a $5,988 contribution match under the AB Profit Sharing Plan.

Bernstein’s other compensation, please refer to the "Summary Compensation Table for 2024 below." The median employee's other compensation consists of a $6,345 contribution match under the AB Profit Sharing Plan, a $360 mobile phone stipend which is paid to employees generally as well, and a employer-paid group term life insurance premium of $74 .

Other Compensation-Related Matters

8 unchanged sentences

Charles Stonehill (Chair) Daniel Kaye

2023 Annual Report 161

AllianceBernstein

Summary Compensation Table for 2024

1 unchanged sentence

Name and Principal Position Year Salary

($) Stock Awards (1)(2)

Option Awards

Awards (1)(2)

($) All Other

4 unchanged sentences

2022 500,000 4,925,000 5,575,062 — — 277,777 11,277,839

Bill Siemers (6)

2024 383,077 1,428,825 971,175 — — 582 2,783,659

2022 300,000 525,000 1,175,034 — — 17,340 2,017,374

Onur Erzan (5)

Head of Global Client Group and Private Wealth

2024 400,000 3,080,851 2,730,877 — — 19,302 6,231,030

1 unchanged sentence

2022 400,000 1,955,851 1,605,886 — — 11,017 3,972,754

Onur Erzan (5) (6)

Head of Global Client Group and Private Wealth

Chris Hogbin (6)

Global Head of Investments

2024 400,000 3,025,000 2,575,000 — — 19,694 6,019,694

2024 400,000 2,225,000 1,775,000 — 123,932 59,109 4,583,041

Mark Manley (6)

General Counsel and Corporate Secretary

2023 400,000 2,025,000 1,575,000 — 3,018 32,294 4,035,312

2022 400,000 1,555,000 1,105,000 — 122,835 17,860 3,200,695

Kate Burke (5) (7)

Former COO and CFO

Bill Siemers (7)

Former Interim CFO

2024 300,000 150,000 — — — 17,340 467,340

3 unchanged sentences

For the assumptions made in determining the AB Holding Unit award values, see Note 19 to AB’s consolidated financial statements in Item 8 .

Assumptions made in determining the EQH restricted stock unit and performance share figures in the "Stock Awards" column are set forth in the EQH 2023 Long-Term Incentive Compensation Program and described in a footnote to the "Grants of Plan-Based Awards in 2023" table below.

Assumptions made in determining the EQH restricted stock unit, TSR performance share, and EPS performance share figures in the "Stock Awards" column are set forth in the EQH 2024 Long-Term Incentive Compensation Program and described in a footnote to the "Grants of Plan-Based Awards in 2024" table below.

(2) See “Grants of Plan-Based Awards in 2024” below .

1 unchanged sentence

Bernstein's Employment Agreement" and "Compensation Awarded by EQH to Mr.

Bernstein, Mr.

Erzan and Ms.

Burke" above in CD&A for a description of Mr.

Bernstein and Mr.

Erzan" above in CD&A for a description of Mr.

Bernstein's compensatory elements.

1 unchanged sentence

Bernstein's compensation also is disclosed by EQH.

(4) The "Stock Awards" column for 2023 includes the grant date fair value of the restricted stock award (grant date fair value of $332,029) and the performance share award (grant date fair value of $498,025) Mr.

(4) The "Stock Awards" column for 2024 includes the grant date fair value of the restricted stock award (grant date fair value of $400,006), the TSR performance share award (grant date fair value of $300,019), and the EPS performance share award (grant date fair value of $300,021) Mr.

Bernstein received from EQH in February 2024.

For 2022, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $400,033) and the performance share award (grant date fair value of $600,029) Mr.

For 2023, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $332,029) and the TSR performance share award (grant date fair value of $498,025) Mr.

Bernstein received from EQH in February 2023.

For 2021, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $340,000) and the performance share award (grant date fair value of $510,000) Mr.

For 2022, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $400,033) and the TSR performance share award (grant date fair value of $600,029) Mr.

Bernstein received from EQH in February 2022.

(5) The "Stock Awards" column for 2023 includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,024) and the performance share award (grant date fair value of $60,012) Mr.

Erzan and Ms.

Burke each received from EQH in February 2023.

For 2022, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,021) and the performance share award (grant date fair value of $60,014) Mr.

Erzan and Ms.

Burke each received from EQH in February 2022.

For 2021, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,000) and the performance share award (grant date fair value of $60,000) Ms.

Burke received from EQH in February 2021.

(6) We have not provided 2021 compensation for Messrs.

Siemers, Erzan, or Manley;

they were not deemed NEOs in those years.

Burke resigned as our firm's COO and CFO in May 2023 to become the President at another company.

As a result, she forfeited all unvested AB and EQH awards granted to her in the current and previous years.

AllianceBernstein

(5) The "Stock Awards" column for 2024 includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,007), the TSR performance share award (grant date fair value of $30,013), and EPS performance share award (grant date fair value of $30,006) Mr.

Erzan received from EQH in February 2024.

For 2023, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,024) and the TSR performance share award (grant date fair value of $60,012) Mr.

Erzan received from EQH in February 2023.

For 2022, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,021) and the TSR performance share award (grant date fair value of $60,014) received from EQH in February 2022.

(6) We have not provided 2023 and 2022 compensation for Mr.

Hogbin as he was not deemed to be a NEO in those years.

Siemers resigned from his position as Interim CFO on February 29, 2024, at which point he transitioned into the role of a Senior Advisor to AB.

The "Bonus" column for 2024 includes a stub bonus in recognition of the duties performed through February 2024 as Interim CFO.

2024 Annual Report 155

The “All Other Compensation” column includes the aggregate incremental cost to our company of certain other expenses and perquisites.

5 unchanged sentences

17,250 3,564 1,547

Bill Siemers — 15,000 1,980 360

Karl Sprules — 16,500 4,002 11,792

Jackie Marks — — 582 —

Onur Erzan — 17,250 630 1,422

Mark Manley — 15,000 11,484 414

Kate Burke — — 632 —

— 17,250 966 1,478

Karl Sprules — 17,250 4,002 37,857

Bill Siemers — 15,000 1,980 360

Bernstein is entitled to the use of a dedicated car and driver pursuant to his employment agreement for security and business purposes.

3 unchanged sentences

The cost of providing a car is determined annually and includes, as applicable, the cost of the driver, annual car lease, insurance cost and various miscellaneous expenses such as fuel and car maintenance.

(2) These amounts represent stipends paid to Messrs.

Bernstein, Siemers, Erzan, and Manley to help cover the cost of a mobile phone;

these stipends are paid to employees generally as well.

The amount set forth in the table for Mr.

Sprules represents a stipend to help cover a portion of the housing cost in New York while traveling for business.

2023 Annual Report 163

(2) These amounts represent (i) mobile phone stipends paid to Messrs.

Bernstein, Erzan, Hogbin, and Siemers which are paid to employees generally as well;

(ii) a stipend paid to Mr.

Sprules to help cover a portion of the housing cost in New York while traveling for business;

and (iii) partial year cybersecurity protection services contracted through a third party for Messrs.

Bernstein, Erzan, Hogbin, and Sprules to help mitigate against cyber, privacy, identity theft and reputational threats, which are available to executive officers, directors, and employees whose role includes representing AB publicly or processing significant financial transactions.

AllianceBernstein

Grants of Plan-Based Awards in 2024

Grants of awards under the 2017 Plan, our equity compensation plan, during 2024 made to our NEOs are as follows (we also discuss awards issued by EQH to Mr.

Bernstein, Mr.

Erzan, and Ms.

Burke below ):

Grant Date Estimated Future Payouts Under Equity Incentive Plan Awards (3)

Bernstein and Mr.

Erzan below):

Grant Date Estimated Future Payouts Under Equity

Incentive Plan Awards (3)

Stock Awards:

1 unchanged sentence

(#) Grant Date

Name Threshold (#) Target

(#) Maximum (#)

Name Threshold

Seth Bernstein (2)(3)

2 unchanged sentences

2/14/2024 1,984 7,937 15,874 7,937 300,019

Bill Siemers (2)

2/14/2024 2,220 8,879 17,758 8,879 300,021

Karl Sprules (2)

Jackie Marks (2)

12/11/2024 26,835 971,175

3 unchanged sentences

2/14/2024 199 794 1,588 794 30,013

Mark Manley (2)

2/14/2024 222 888 1,776 888 30,006

Kate Burke (3)(4)

Chris Hogbin (2)

12/11/2024 71,153 2,575,000

Karl Sprules (2)

12/11/2024 49,047 1,775,000

5 unchanged sentences

(3) In February 2024, EQH granted to each of Mr.

Bernstein, Mr.

Erzan and Ms.

Burke (i) a restricted stock unit award with a grant date fair value of $332,029, $40,024, and $40,024, respectively, and (ii) a performance share award with a grant date fair value of $498,025, $60,012, and $60,012, respectively, which can be earned subject to EQH's total stockholder return (" TSR ") relative to its peer group.

Bernstein and Mr.

Erzan (i) a restricted stock unit award with a grant date fair value of $400,006 and $40,007, respectively, (ii) a TSR performance share award with a grant date fair value of $300,019 and $30,013, respectively, which can be earned subject to EQH's TSR relative to its peer group, and (iii) a EPS performance share award with a grant date fair value of $300,021 and $30,006, respectively, which can be earned subject to EQH's average of annual performance against Non-GAAP Common Operating EPS targets assigned each year.

TSR is the total amount a company returns to investors during a designated period, including both share price appreciation and dividends.

The number of performance shares that are earned, which cliff vest on February 28, 2026, subject to continued service, will be determined at the end of the performance period (December 2025) by multiplying the number of unearned performance shares by one of the following performance factors:

The number of TSR performance shares that are earned, which cliff vest on February 28, 2027, subject to continued service, will be determined at the end of the performance period (December 2026) by multiplying the number of unearned TSR performance shares by one of the following performance factors:

200% if EQH's TSR relative to its peers is in the 87.5 th percentile or greater;

2 unchanged sentences

and nothing if falls below the 30 th percentile.

Non-GAAP Common Operating EPS is the Non-GAAP Operating Earnings (subject to certain adjustments) divided by Diluted Common Shares Outstanding.

The number of EPS performance shares that are earned, which cliff vest on February 28, 2027, subject to continued service, will be determined at the end of the performance period (December 2026) by multiplying the number of unearned EPS performance shares by the three-year average of the following initial EPS performance factors:

200% if Non-GAAP Common Operating EPS increase is 18% or greater over the Starting EPS Amount;

100% if increase is 12% over the Starting EPS Amount;

25% if increase is 3% over Starting EPS Amount;

and nothing if increase is less than 3%.

The Starting EPS Amount is assigned each year based on the comparative increase in Non-GAAP Common Operating EPS for each calendar year, over the Non-GAAP Operating EPS for the calendar year immediately preceding each calendar year.

EQH performance shares receive dividend equivalents subject to the same vesting schedule and performance conditions as the performance shares themselves.

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EQH restricted stock units receive dividend equivalents subject to the same vesting schedule as the restricted stock units themselves.

Burke forfeited these awards.

In 2023, the number of restricted AB Holding Units comprising year-end long-term incentive compensation awards granted to each NEO was determined based on the closing price of an AB Holding Unit as reported for NYSE composite transactions on December 12, 2023, the date as of which the Compensation Committee approved the awards.

In 2024, the number of restricted AB Holding Units comprising year-end long-term incentive compensation awards granted to each NEO was determined based on the closing price of an AB Holding Unit as reported for NYSE composite transactions on December 11, 2024, the eighth business day of December as determined by the Compensation Committee.

At the time of these awards, the Compensation Committee consisted of Mr.

4 unchanged sentences

For further information regarding the material terms of such awards, including the vesting terms and the formulas or criteria to be applied in determining the amounts payable, please refer to " Overview of 2024 Incentive Compensation Program " and " Compensation Elements for NEOs " above.

AllianceBernstein

2024 Annual Report 157

Outstanding Equity Awards at 2024 Fiscal Year-End

9 unchanged sentences

— — — — 68,683 3,239,777

Bill Siemers (6)

— — — — 18,184 857,739

Karl Sprules (7)

Jackie Marks (5)

— — — — 26,835 995,327

3 unchanged sentences

— — — — 7,422 350,096

Mark Manley (9)

— — — — 1,819 85,802

Kate Burke (5)(10)

Chris Hogbin (7)

— — — — 131,223 4,867,051

Karl Sprules (8)

— — — — 92,889 3,445,241

Bill Siemers (9)

— — — — 7,065 262,030

Bernstein was awarded:

2 unchanged sentences

(iii) 117,791 restricted AB Holding Units in December 2022, one-third of which vested on each of December 1, 2023 and 2024, and the remainder of which is scheduled to vest on December 1, 2025.

and (iv) 119,471 restricted AB Holding Units in December 2020, of which 25% vested on each of December 1, 2021, 2022 and 2023, and the remainder of which is scheduled to vest on December 1, 2024.

For further information, see “Overview of Mr.

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(2) EQH restricted stock unit awards, which are described for Mr.

Bernstein in the second line of data in the above table, will vest ratably over their three-year vesting period subject to continued employment during the vesting period.

EQH performance share awards, which are described in the third line of data in the above table, cliff vest on the third anniversary of grant date subject to continued employment during the vesting period and meeting the applicable performance criteria.

Bernstein in the second line of data in the above table, will vest ratably over a three-year vesting period subject to continued employment during the vesting period.

EQH TSR performance share awards, which are described in the third line of data in the above table, and EQH EPS performance share awards, which are described in the fourth line of data in the above table, cliff vest on the third anniversary of the grant date subject to continued employment during the vesting period and meeting the applicable performance criteria.

In February 2024, 2023 and 2022, EQH granted to Mr.

Bernstein (i) a restricted stock unit award with a grant date fair value of $332,029, $400,033 and $340,000, respectively, and (ii) a performance share award with a grant date fair value of $498,025, $600,029 and $510,000, respectively.

The performance share awards granted in 2023, 2022 and 2021 can be earned subject to EQH's TSR relative to its peer group.

Bernstein (i) a restricted stock unit award with a grant date fair value of $400,006, $332,029 and $400,033, respectively;

(ii) a TSR performance share award with a grant date fair value of $300,019, $498,025 and $600,029, respectively;

and (iii) a EPS performance share award with a grant date fair value of $300,021, respectively.

The TSR performance share awards granted in 2024, 2023 and 2022 can be earned subject to EQH's TSR relative to its peer group.

The EPS performance share award granted in 2024 can be earned subject to EQH's average of annual performance against Non-GAAP Common Operating EPS targets assigned each year.

Actual and projected performance factors have been applied to the TSR performance share and EPS performance share awards reflected in the " Outstanding Equity Awards at 2024 Fiscal Year-End " table above.

Please see the table above entitled "Grants of Plan-Based Awards in 2024" for additional information regarding the EQH awards.

(3) The option awards described in the table were issued by EQH and calculated in accordance with FASB ASC Topic 718.

The fair value of EQH stock options is calculated by EQH using the Black-Scholes option pricing model.

The expected EQH dividend rate is based on market consensus.

EQH share price volatility is estimated on the basis of implied volatility, which is checked by EQH against an analysis of historical volatility to ensure consistency.

The effect of expected early exercise is accounted for through the use of an expected life assumption based on historical data.

(3) EQH restricted stock unit awards, which are described for Mr.

Erzan in the second line of data in the above table, will vest ratably over their three-year vesting period subject to continued employment during the vesting period.

Erzan in the second line of data in the above table, will vest ratably over a three-year vesting period subject to continued employment during the vesting period.

EQH TSR performance share awards, which are described in the third line of data in the above table, and EQH EPS performance share awards, which are described in the fourth line of data in the above table, cliff vest on the third anniversary of grant date subject to continued employment during the vesting period and meeting the applicable performance criteria.

In February 2024, 2023 and 2022, respectively, EQH granted to Mr.

Erzan (i) a restricted stock unit award with a grant date fair value of $40,024, $40,021 and $40,000, respectively and (ii) a performance share award with a grant date fair value of $60,012, $60,014 and $60,000, respectively, which can be earned subject to EQH's total shareholder return relative to its peer group.

Erzan (i) a restricted stock unit award with a grant date fair value of $40,007, $40,024 and $40,021, respectively;

(ii) a TSR performance share award with a grant date fair value of $30,013, $60,012 and $60,014, respectively;

and (iii) a EPS performance share award with a grant date fair value of $30,006, respectively.

The TSR performance share awards granted in 2024, 2023 and 2022 can be earned subject to EQH's TSR relative to its peer group.

The EPS performance share award granted in 2024 can be earned subject to EQH's average of annual performance against Non- GAAP Common Operating EPS targets assigned each year.

Please see the table above entitled "Grants of Plan-Based Awards in 2024" for additional information regarding the EQH awards.

(4) For further information regarding the equity awards granted to Mr.

Bernstein, Mr.

Erzan and Ms.

Burke by EQH, please see "Compensation awarded by EQH to Mr.

Bernstein, Mr.

Erzan and Ms.

Burke" above in CD&A .

2023 Annual Report 165

Siemers was awarded:

Bernstein and Mr.

Erzan by EQH, please see "Compensation awarded by EQH to Mr.

Bernstein and Mr.

Erzan" above in CD&A .

AllianceBernstein

Marks was awarded 26,835 restricted AB Holding Units in December 2024 that are scheduled to vest in equal increments on each of December 1, 2025, 2026 and 2027.

Erzan was awarded:

(i) 72,695 restricted AB Holding Units in December 2024 that are scheduled to vest in equal increments on each of December 1, 2025, 2026 and 2027;

and (ii) 80,362 restricted AB Holding Units in December 2023, of which one-third vested on December 1, 2024, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2025 and 2026;

and (iii) 21,873 restricted AB Holding Units in March 2022 that are scheduled to cliff vest in February 2024.

and (iii) 38,771 restricted AB Holding Units in December 2022, one-third of which vested on December 1, 2023 and December 1, 2024, and the remainder of which is scheduled to vest on December 1, 2025 .

Hogbin was awarded 71,153 restricted AB Holding Units in December 2024 that are scheduled to vest in equal increments on each of December 1, 2025, 2026 and 2027.

The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years prior to when Mr.

Siemers was deemed to be a NEO.

Hogbin was deemed to be a NEO.

Sprules was awarded (i) 49,047 restricted AB Holding Units in December 2024 that are scheduled to vest in equal increments on each of December 1, 2025 2026 and 2027;

1 unchanged sentence

and (iii) 28,450 restricted AB Holding Units in December 2022, one-third of which vested on December 1, 2023 and December 1, 2024, and the remainder of which is scheduled to vest on December 1, 2025 .

The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years prior to when Mr.

Sprules was deemed to be a NEO.

Erzan was awarded:

(i) 80,362 restricted AB Holding Units in December 2023 that are scheduled to vest in equal increments on each of December 1, 2024, 2025 and 2026;

and (ii) 38,771 restricted AB Holding Units in December 2022, of which one-third vested on December 1, 2023, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2024 and 2025.

The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in a year prior to when Mr.

Erzan was deemed to be a NEO.

Manley was awarded:

(i) 11,289 restricted AB Holding Units in December 2023 that are scheduled to vest in equal increments on each of December 1, 2024, 2025 and 2026;

and (ii) 8,883 restricted AB Holding Units in December 2022, of which one-third vested on December 1, 2023, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2024 and 2025.

The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years prior to when Mr.

Manley was deemed to be a NEO.

Burke had no outstanding awards as of December 31, 2023, because she forfeited her unvested AB Holding Unit and EQH share awards as a result of her resignation in May 2023.

Siemers was awarded:

(i) 8,344 restricted AB Holding Units in December 2023, of which one-third vested on December 1, 2024, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2025 and 2026;

and (ii) 4,506 restricted AB Holding Units in December 2022, one-third of which vested on December 1, 2023 and December 1, 2024, and the remainder of which is scheduled to vest on December 1, 2025 .

(10) The market values of restricted AB Holding Units (rounded to the nearest whole unit) set forth in this column were calculated assuming a price per AB Holding Unit of $37.09, which was the closing price on the NYSE of an AB Holding Unit on December 31, 2024, the last trading day of AB's last completed fiscal year.

The market values of EQH shares set forth in this column were calculated assuming a price per share of $47.17, which was the closing price on the NYSE of an EQH share on December 31, 2024.

AllianceBernstein

2024 Annual Report 159

Option Exercises and AB Holding Units and EQH Shares Vested in 2024

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AB Holding Unit and EQH Option Awards AB Holding Unit and EQH Share Awards

Name Number of AB Holding Units or EQH Options Acquired on Exercise

Name Number of AB

Holding Units

(#) Value Realized

($) Number of AB Holding Units or EQH Shares

($) Number of AB

Holding Units

or EQH Shares

(#) Value Realized

1 unchanged sentence

122,655 2,115,306 169,354 6,100,635

Bill Siemers — — 4,815 140,071

Karl Sprules — — 35,861 1,043,190

Jackie Marks — — — —

Onur Erzan (2)

— — 128,914 4,670,899

Mark Manley — — 10,854 315,754

Kate Burke (2)

— — 898 28,245

Chris Hogbin — — 60,439 2,192,128

Karl Sprules — — 44,040 1,597,334

Bill Siemers — — 28,224 956,107

(1) Includes 20,602 EQH shares acquired with a value of $705,416 that vested during 2024.

(2) Includes 2,362 EQH shares acquired with a value of $80,857 that vested during 2024 .

2023 Annual Report 167

AllianceBernstein

Pension Benefits

Name Plan Name Number of Years of Credited Service (2)

Present Value of Accumulated Benefit ($) (3)

Payments During Last Fiscal Year

Name Plan Name Number of Years of

Credited Service (2)

Present Value of

Accumulated Benefit ($) (3)

Payments During Last

Karl Sprules (1)

AB Retirement Plan 11 123,932

Mark Manley (1)

AB Retirement Plan 25 505,128 —

(1) We have provided information for Messrs.

Sprules and Manley;

they are the only of our NEOs who participate in the AB Retirement Plan.

For additional information regarding the AB Retirement Plan, including actuarial assumptions and potential early retirement benefits, see "Defined Benefit Plan" above in CD&A and Note 18 to AB's consolidated financial statements in Item 8 of this Form 10-K .

(1) We have provided information for Mr.

he is the only one of our NEOs who participates in the AB Retirement Plan.

For additional information regarding the AB Retirement Plan, s ee "Defined Benefit Plan" above in CD&A and Note 18 to AB's consolidated financial statements in Item 8 of this Form 10-K .

(2) Effective December 31, 2008, benefit accruals were frozen under the AB Retirement Plan.

(3) Actuarial present value of accumulated benefits as of December 31, 2023 using assumptions consistent with ASC 715 calculations, with the following exceptions:

(i) retirement age assumed to be the Nominal Retirement Age (as defined in the AB Retirement Plan);

and (ii) no pre-retirement mortality, disability or termination assumed.

(3) During 2024, the Compensation Committee of the AB Board of Directors approved the termination of the Retirement Plan, effective May 22, 2024.

Certain participants elected lump sum disbursements.

Sprules elected to receive a lump sum disbursement from the Retirement Plan which was distributed to him on December 3, 2024 in the amount of $123,932.

For further discussion, see "Defined Benefit Plan" above in CD&A and Note 18 to AB's consolidated financial statements in Item 8 of this Form 10-K .

Potential Payments upon Termination or Change in Control

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Change in control — 995,327 —

Change in control + employment terminated by AB other than for cause, termination by Mr.

Siemers for good reason, or termination due to death or disability 1,890,000 1,095,017 —

Change in control + employment terminated by AB other than for cause, termination by Ms.

Marks for good reason, or termination due to death or disability 3,657,650 995,327 —

Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP;

death or disability under ICAP (7)(8)

excludes 2022 RSU award) (7)(8)

Termination by AB without cause;

death or disability (2022 RSU award) — 621,999 —

Change in control — 5,162,686 —

Change in control + employment terminated by AB other than for cause, termination by Mr.

Sprules for good reason, or termination due to death or disability 4,850,000 2,726,981 —

Erzan for good reason, or termination due to death or disability 6,961,702 5,162,686 —

Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP;

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— 5,162,686 —

AllianceBernstein

2024 Annual Report 161

Name and Trigger Event Cash

3 unchanged sentences

Change in control + employment terminated by AB other than for cause, termination by Mr.

Erzan for good reason, or termination due to death or disability 6,611,702 5,990,341 —

Hogbin for good reason, or termination due to death or disability

6,850,000 4,867,051 —

Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP;

death or disability under ICAP (7)(8)

excludes 2021 RSU award) (7)(8)

— 4,867,051 —

Termination by AB without cause;

death or disability (2021 RSU award) — 1,783,738 —

Change in control — 3,445,241 —

Change in control + employment terminated by AB other than for cause, termination by Mr.

Manley for good reason, or termination due to death or disability 2,160,000 689,951 —

Sprules for good reason, or termination due to death or disability 5,250,000 3,445,241 —

Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP;

death or disability under ICAP (7)(8)

Kate Burke (9)

— 3,445,241 —

Bill Siemers (9)

(1) It is possible that each NEO could receive a cash severance payment on the termination of his or her employment that is not contemplated in the CIC Plan.

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Bernstein are described in the CEO Employment Agreement.

The amounts shown for Mr.

Erzan, and Mr.

Manley in the event of a change in control coupled with termination of employment are described in the CIC Plan.

The amounts shown for Ms.

Hogbin, and Mr.

Sprules in the event of a change in control coupled with termination of employment are described in the CIC Plan.

(2) See Notes 2 and 19 in AB’s consolidated financial statements in Item 8 and “Long-Term Incentive Compensation Awards” above in CD&A for a discussion of the terms set forth in long-term incentive compensation award agreements relating to termination of employment.

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(8) Applicable agreements and restrictive covenants in the ICAP award agreement include restrictions on competition and restrictions on employee and client solicitation.

Burke resigned as our firm's COO and CFO in May 2023, so she was ineligible for any potential payment or benefit upon a change in control of AB as of December 31, 2023.

2023 Annual Report 169

Siemers resigned from his position as Interim CFO on February 29, 2024, at which point he transitioned into the role of a Senior Advisor to AB.

As a result, he was ineligible for any potential payment or benefit upon a change in control of AB as of December 31, 2024.

AllianceBernstein

Additionally, estimated payments and benefits to which Mr.

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Change in control (without termination of employment) (4)

Kate Burke (6)

(1) Reflects, as of December 31, 2023, the full value of the restricted stock unit award and performance share award granted to Mr.

(1) Reflects, as of December 31, 2024 the full value of the restricted stock unit and TSR performance share awards granted by EQH to Mr.

Bernstein in 2022 and 2023.

Excludes restricted stock unit awards and performance share awards granted in 2023 due to minimum vesting requirements.

Excludes restricted stock unit, TSR performance share, and EPS performance share awards granted by EQH to Mr.

Bernstein in 2024 due to minimum vesting requirements.

(2) Reflects, as of December 31, 2024, the full value associated with awards granted by EQH to Mr.

Bernstein (since 2021) and Mr.

Erzan (since 2021);

restricted stock unit awards (to each officer);

and performance share awards (to each officer).

Bernstein and Mr.

restricted stock unit awards (to each officer since 2022);

TSR performance share awards (to each officer since 2022);

and EPS performance share awards (to each officer since 2024).

For additional information regarding these awards, please see the Summary Compensation Table for 2024 , Grants of Plan-based Awards in 2024 and Outstanding Equity at 2024 Fiscal Year End above in this Item 11.

(3) Reflects, as of December 31, 2023, (i) the full value of the restricted stock unit awards and performance share awards granted by EQH to Mr.

Bernstein in 2021 and 2022, and (ii) the prorated value of the restricted stock unit awards and performance share awards granted by EQH to Mr.

(3) Reflects, as of December 31, 2024, (i) the full value of the restricted stock unit and TSR performance share awards granted by EQH to Mr.

Bernstein in 2022 and 2023, and (ii) the prorated value of the restricted stock unit and TSR performance share awards granted by EQH to Mr.

Erzan in 2022 and 2023.

Restricted stock unit awards and performance share awards granted to Mr.

Restricted stock unit, TSR performance share, and EPS performance share awards granted to Mr.

Bernstein and Mr.

Erzan in 2024 are excluded until a minimum of one year of vesting is reached.

(4) Reflects, as of December 31, 2023, (i) the full value of the restricted stock unit awards granted to Mr.

Bernstein (in 2021, 2022 and 2023) and to Mr.

Erzan (in 2021, 2022 and 2023), and (ii) the prorated value of the performance share awards granted to Mr.

Bernstein (in 2021, 2022, and 2023) and to Mr.

Erzan (in 2021, 2022 and 2023), with actual and projected performance factors applied for 2021 and 2022 grants.

(4) Reflects, as of December 31, 2024, (i) the full value of the restricted stock unit awards granted by EQH to Mr.

Bernstein and Mr.

Erzan in 2022, 2023 and 2024, and (ii) the target prorated value of 2024 TSR performance share and EPS performance share awards granted by EQH to Mr.

Bernstein and Mr.

Erzan in 2024 and (iii) the prorated value of the TSR performance share awards granted by EQH to Mr.

Bernstein and Mr.

Erzan in 2022 and 2023, with actual and projected performance factors applied.

(5) Acceleration of EQH awards is contingent on the award recipient's compliance with various agreements and restrictive covenants set forth in the applicable award agreement under the EQH 2024 Long-Term Incentive Compensation Program, including protection of confidential information, non-competition, non-solicitation of employees and non-solicitation of customers.

Burke resigned as our firm's COO and CFO (and from the EQH Management Committee) in May 2023, as such she was ineligible for any potential payment or benefit upon a change in control of EQH as of December 31, 2023.

AllianceBernstein

2024 Annual Report 163

Director Compensation in 2024

During 2024, we compensated our directors, who satisfied applicable NYSE and SEC standards relating to independence (“ Independent Directors ”), as follows:

Name Fees Earned or Paid in Cash

Name Fees Earned or

Awards (1)(2)

Joan Lamm-Tennant 140,000 170,000 310,000

Nella Domenici (3)

4,506 — 4,506

Bruce Holley 68,288 170,000 238,288

Daniel Kaye 102,875 170,000 272,875

Kristi Matus 49,197 — 49,197

Joan Lamm-Tennant 143,875 170,000 313,875

Das Narayandas 110,218 170,000 280,218

2 unchanged sentences

(1) The aggregate number of restricted AB Holding Units underlying awards outstanding but not yet distributed at December 31, 2024, was:

Lamm-Tennant, 8,861 AB Holding Units;

Domenici, 12,297 AB Holding Units;

Domenici, zero AB Holding Units as she departed the Board in January of 2024;

Holley, 4,992 AB Holding Units;

Kaye, 10,787 AB Holding Units;

Matus, zero AB Holding Units as she departed the Board in May of 2023;

Lamm-Tennant, 10,259 AB Holding Units;

Narayandas, 10,787 AB Holding Units;

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For the assumptions made in determining these values, see Note 19 to AB’s consolidated financial statements in Item 8 .

Domenici departed the Board effective January 16, 2024.

Domenici resigned from her position as Director effective January 16, 2024.

Independent Director Compensation Elements

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• an annual equity-based grant under an equity compensation plan consisting of restricted AB Holding Units with a grant date fair value of $170,000.

In 2023, the Board granted to each Independent Director then serving (which included Mses.

Domenici and Lamm-Tennant and Messrs.

Kaye, Narayandas, Stonehill and Walthall) 5,017 restricted AB Holding Units.

In 2024, the Board granted to each Independent Director then serving (which included Ms.

Lamm-Tennant and Messrs.

Holley, Kaye, Narayandas, Stonehill and Walthall) 4,992 restricted AB Holding Units.

The number of AB Holding Units granted was determined by dividing the $170,000 grant date fair value noted above by the closing price of an AB Holding Unit on the date of the May 2024 Board Meeting, or $34.06 per unit, rounded up to the nearest whole unit.

These awards vest ratably on each of the first three anniversaries of the grant date.

These awards are scheduled to vest in equal increments on each May 1, 2025, 2026 and 2027.

Further, in order to avoid any perception that our directors’ exercise of their fiduciary duties might be impaired, restricted AB Holding Unit grants to Independent Directors are not forfeitable, except if the director is terminated for “Cause,” as that term is defined in the 2017 Plan or the applicable award agreement.

2 unchanged sentences

The date of the May meeting is set by the Board at least a year in advance.

2023 Annual Report 171

AllianceBernstein

The General Partner may reimburse any director for reasonable expenses incurred in connection with attendance at Board meetings as well as additional Board responsibilities.

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As of December 31, 2024, each Independent Director then serving either complied with this policy or was on track to do so within the allotted time.

AllianceBernstein

2024 Annual Report 165

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

30 unchanged sentences

As of December 31, 2024, AB Holding was the record owner of 110,530,329, or 37.8%, of the issued and outstanding AB Units (or 37.5% including the 1.0% general partnership interest held by EQH).

2023 Annual Report 173

AllianceBernstein

As of December 31, 2024, the beneficial ownership of AB Holding Units by each director and NEO of the General Partner and by all directors and executive officers as a group is as follows:

3 unchanged sentences

Ownership Percent of Class

Joan Lamm-Tennant (1)

Seth Bernstein (1)(2)

Nella Domenici 22,865 *

Onur Erzan (1)(3)

Christopher Hogbin (4)

Bruce Holley (1)

Jeffrey Hurd (1)

Daniel Kaye (1)

Joan Lamm-Tennant (1)

Nick Lane (1)

Mark Manley (1)(5)

Jackie Marks (6)

Das Narayandas 40,668 *

Mark Pearson (1)

Bill Siemers (1)(7)

Thomas Simeone (8)

Cathy Spencer (9)

Karl Sprules (1)(10)

Charles Stonehill (1)

Todd Walthall 16,627 *

Onur Erzan (1)(3)

Karl Sprules (1)(4)

Mark Manley (1)(5)

Bill Siemers (1)(6)

All directors and executive officers as a group (18 persons) (11)

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Bernstein, Hurd, Kaye, Lane, Pearson and Stonehill, each is a director and/or officer of EQH, Equitable Financial and/or Equitable America.

Bernstein, Erzan, Sprules, Manley and Siemers each is a director and/or officer of the General Partner.

Bernstein, Erzan, Sprules and Siemers each is a director and/or officer of the General Partner.

(2) Includes 503,090 restricted AB Holding Units that have not yet vested or with respect to which Mr.

6 unchanged sentences

Erzan's long-term incentive compensation awards, see "Grants of Plan-based Awards in 2024” and “Outstanding Equity Awards at 2024 Fiscal Year-End” in Item 11 .

(4) Includes 87,882 restricted AB Holding Units granted to Mr.

Sprules that have not yet vested.

(4) Includes 224,199 restricted AB Holding Units that have not yet vested or with respect to which Mr.

Hogbin has deferred delivery.

For information regarding Mr.

Sprules's long-term incentive compensation awards, see “Grants of Plan-based Awards in 2023" and “Outstanding Equity Awards at 2023 Fiscal Year-End” in Item 11 .

Hogbin's long-term incentive compensation awards, see “Grants of Plan-based Awards in 2024” and “Outstanding Equity Awards at 2024 Fiscal Year-End” in Item 11 .

(5) Includes 21,954 restricted AB Holding Units granted to Mr.

2 unchanged sentences

Manley's long- term incentive compensation awards, see “Grants of Plan-based Awards in 2024” and “Outstanding Equity Awards at 2024 Fiscal Year- End” in Item 11 .

(6) Includes 26,835 restricted AB Holding Units granted to Ms.

Marks that have not yet vested.

For information regarding Ms.

Marks's long- term incentive compensation awards, see "Grants of Plan-based Awards in 2024” and “Outstanding Equity Awards at 2024 Fiscal Year- End” in Item 11 .

(7) Includes 7,065 restricted AB Holding Units granted to Mr.

Siemers that have not yet vested.

Siemers resigned from his position as Interim CFO on February 29, 2024, at which point he transitioned into the role of a Senior Advisor to AB.

For information regarding Mr.

Siemers's long-term incentive compensation awards, see “Grants of Plan-based Awards in 2023” and “Outstanding Equity Awards at 2023 Fiscal Year-End” in Item 11 .

Siemers's long-term incentive compensation awards, see “Outstanding Equity Awards at 2024 Fiscal Year-End” in Item 11 .

(8) Includes 19,175 restricted AB Holding Units granted to Mr.

Simeone that have not yet vested.

For information regarding Mr.Simeone's long- term incentive compensation awards, see “Grants of Plan-based Awards in 2024” and “Outstanding Equity Awards at 2024 Fiscal Year- End” in Item 11 .

2024 Annual Report 167

(9) Includes 32,716 restricted AB Holding Units granted to Ms.

Spencer that have not yet vested.

For information regarding Ms.

Spencer's long- term incentive compensation awards, see "Grants of Plan-based Awards in 2024” and “Outstanding Equity Awards at 2024 Fiscal Year- End” in Item 11 .

(10) Includes 92,889 restricted AB Holding Units granted to Mr.

Sprules that have not yet vested.

For information regarding Mr.

Sprules's long- term incentive compensation awards, see “Grants of Plan-based Awards in 2024" and “Outstanding Equity Awards at 2024 Fiscal Year- End” in Item 11 .

(11) Includes 1,067,116 restricted AB Holding Units awarded to the executive officers as a group as long-term incentive compensation that have not yet vested and/or with respect to which the executive officer has deferred delivery.

AllianceBernstein

As of December 31, 2024, our directors and executive officers did not beneficially own any AB Units.

6 unchanged sentences

Seth Bernstein (1)

Nella Domenici — *

Jeffrey Hurd (2)

6 unchanged sentences

Onur Erzan (5)

Karl Sprules — *

Chris Hogbin — *

Mark Manley — *

Jackie Marks — *

Bill Siemers — *

Cathy Spencer — *

Karl Sprules — *

All directors and executive officers as a group (16 persons) (6)

* Number of shares listed represents less than 1% of the outstanding EQH common stock.

(1) Includes (i) 122,655 options Mr.

(1) Includes (i) zero options Mr.

Bernstein has the right to exercise within 60 days and (ii) 11,770 restricted stock units that will vest within 60 days and settle in EQH shares.

5 unchanged sentences

Pearson has the right to exercise within 60 days and (ii) 136,536 restricted stock units that will vest within 60 days and settle in EQH shares.

(5) Includes 1,344 restricted stock units that Mr.

Erzan will vest within 60 days and settle in EQH shares.

(5) Includes (i) zero options Mr.

Erzan has the right to exercise within 60 days and (ii) 1,249 restricted stock units that will vest within 60 days and settle in EQH shares.

(6) Includes 755,650 options that may be exercised and 210,562 restricted stock units that will vest within 60 days and settle in EQH shares for the directors and executive officers as a group.

2023 Annual Report 175

AllianceBernstein

Partnership Matters

23 unchanged sentences

However, the Delaware courts

AllianceBernstein

2024 Annual Report 169

have required that a partnership agreement make clear the intent of the parties to displace otherwise applicable fiduciary duties (the otherwise applicable fiduciary duties often being referred to as “default” fiduciary duties).

15 unchanged sentences

The General Partner has, in its reasonable and good faith judgment (based on its knowledge of, and inquiry with respect to, comparable arrangements with or between unaffiliated parties), approved the following arrangements with EQH Affiliates as being comparable to, or more favorable to AB than, those that would prevail in a transaction with an unaffiliated party.

2023 Annual Report 177

AllianceBernstein

See Note 12 Debt to AB’s consolidated financial statements in Item 8 for disclosures related to our credit facility with EQH.

6 unchanged sentences

EQAT and Equitable Premier VIP Trust We serve as sub-adviser to these open-end mutual funds, each of which is sponsored by a subsidiary of Equitable Holdings.

Equitable Holdings 10,694

Equitable Holdings We provide investment management services and ancillary accounting services.

General Description of Relationship Amounts Paid or

28 unchanged sentences

In addition, the Audit Committee has delegated to its chairman the ability to approve any permissible non-audit engagement where the fees are expected to be less than $100,000.

AllianceBernstein

2024 Annual Report 171

Exhibits, Financial Statement Schedules

28 unchanged sentences

10.04 Form of Award Agreement under AB 2017 Long Term Incentive Plan relating to equity compensation awards to Independent Directors.*

10.05 Summary of AB's Lease at 1345 Avenue of the Americas, New York, New York.

10.05 Summary of AB's Lease at 501 Commerce Street, Nashville, Tennessee.

2023 Annual Report 179

10.06 Summary of AB's Lease at 66 Hudson Boulevard, New York, New York .

AllianceBernstein

Exhibit Description

AB's Lease at 66 Hudson Boulevard, New York, New York .

First Amendment to AB's Lease at 66 Hudson Boulevard , New York , New Y ork .

10.07 Guidelines for Transfer of AB Units.

1 unchanged sentence

10.09 Amendment to the Profit Sharing Plan for Employees of AllianceBernstein L.P., dated as of June 28, 2022 (incorporated by reference to Exhibit 10.09 to Form 10-K for the fiscal year ended December 31, 2022, as filed February 10, 2023).*

Amen d ment No.

1 to the Re stated Revolving Credit Agreement, originally dated October 13, 2021 , amended February 9, 2023.

10.10 Amend ment No.

1 to the Restated Revolving Credit Agreement, originally dated October 13, 2021 , amended February 9, 2023.

(incorporated by reference to Exhibit 10.09 to Form 10-K for the fiscal year ended December 31, 2023, as filed February 10, 2024).*

10.11 AllianceBernstein Change in Control Plan for Executive Officers (incorporated by reference to Exhibit 99.01 to Form 8-K, as filed December 14, 2020).*

4 unchanged sentences

10.01 to Form 8-K, as filed November 4, 2019).

10.14 Amendment No.

2 to the Credit Agreement dated as of August 30, 2024 between AllianceBernstein L.P., as borrower, and Equitable Holdings, Inc., as lender.

10.15 Amendment No.

3 to the Credit Agreement dated as of August 30, 2024 between AllianceBernstein L.P., as borrower, and Equitable Holdings, Inc., as lender.

10.16 Amendment to Seth Bernstein's Employment Agreement (incorporated by reference to Ex.

10.01 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*

Jackie Marks ' Letter Agreemen t dated Dec e mber 20, 2023 .

B ill Siemers Retirement A gree ment dated January 9, 202 4 .

10.17 Jackie Marks' Letter Agreement dated December 20, 2023.

(incorporated by reference to Ex.

17 to Form 10-K for the fiscal year ended December 31, 20 23 , as filed February 19 , 20 24 ).*

10.18 Amendment to the Retirement Plan for Employees of AllianceBernstein L.P., dated as of April 1, 2018 (incorporated by reference to Ex.

8 unchanged sentences

10.06 to Form 10-K for the fiscal year ended December 31, 2017, as filed February 13, 2018).*

Profit Sharing Plan for Employees of AB, as amended and restated as of January 1, 2015 and as further amended as of January 1, 2017 (incorporated by reference to Ex.

10.23 Profit Sharing Plan for Employees of AB, as amended and restated as of January 1, 2015 ( incorporated by reference to Ex.

10.05 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).*

1 unchanged sentence

10.06 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).*

AllianceBernstein

10.25 Amendment to the Retirement Plan for Employees of AllianceBernstein L.P, as of June 10, 2024.

2024 Annual Report 173

Table of Cont e n t s

Exhibit Description

1 unchanged sentence

10.08 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).

Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of November 1, 2023 , between AllianceBernstein L.P., as Issuer, and Barclays Capital Inc.

, as Dealer .

10.27 Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of November 1, 2023, between AllianceBernstein L.P., as Issuer, and Barclays Capital Inc., as Dealer.

( incorporated by reference to Ex.

27 to Form 10-K for the fiscal year ended December 31, 2 023 as filed February 9, 2024 ).

10.28 Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of June 1, 2015, between AllianceBernstein L.P., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer (incorporated by reference to Ex.

4 unchanged sentences

(a)(6) to Form 10-Q/A for the fiscal quarter ended September 30, 1999, as filed September 28, 2000).

10.31 Transaction agreement amendment between CarVal Investors, AB Holding and AB dated December 18, 2024 .

10.32 Master Exchange Agreement between Alliancebernstein L.P and Equitable Holdings, Inc ., dated December 19, 2024.

(incorporated by reference to Ex.

10.1 to Form 8-K, as filed December 19, 2024).

10.33 Purchase agreement between Alliancebernstein L.P and Equitable Holdings, Inc., dated December 19, 2024.

(incorporated by reference to Ex.10.2 to Form 8-K, as filed December 19, 2024).

19.01 AB Insider Trading Policy.

21.01 Subsidiaries of AB.

1 unchanged sentence

31.01 Certification of Seth Bernstein furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02 Certification of Bill Siemers furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02 Certification of Jackie Marks furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01 Certification of Seth Bernstein furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

32.02 Certification of Bill Siemers furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.

32.02 Certification of Jackie Marks furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.01 Policy Relating to Recovery of Erroneously Awarded Incen t i v e - b a s e d Compe nsation .

97.01 Policy Relating to Recovery of Erroneously Awarded Incentive-based Compensation.

(incorporated by reference to Ex.

97 .01 to Form 10-K for the fiscal year ended December 31, 20 23 , as filed February 9 , 20 24 ).

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

7 unchanged sentences

Form 10-K Summary

2023 Annual Report 181

AllianceBernstein

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

5 unchanged sentences

Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

February 9, 2024 /s/ Bill Siemers

Interim Chief Financial Officer

February 14, 2025 /s/ Jackie Marks

Chief Financial Officer

February 14, 2025 /s/ Thomas Simeone

1 unchanged sentence

Controller & Chief Accounting Officer

AllianceBernstein

2024 Annual Report 175

/s/ Seth Bernstein /s/ Joan Lamm-Tennant

1 unchanged sentence

President & Chief Executive Officer Chair of the Board

/s/ Jeffrey Hurd /s/ Daniel Kaye

Jeffrey Hurd Daniel Kaye

/s/ Bruce Holley /s/ Jeffrey Hurd

Bruce Holley Jeffrey Hurd

Director Director

/s/ Nick Lane /s/ Das Narayandas

Nick Lane Das Narayandas

/s/ Daniel Kaye /s/ Nick Lane

Daniel Kaye Nick Lane

Director Director

/s/ Mark Pearson /s/ Charles Stonehill

Mark Pearson Charles Stonehill

/s/ Das Narayandas /s/ Mark Pearson

Das Narayandas Mark Pearson

Director Director

/s/ Todd Walthall

Todd Walthall

2023 Annual Report 183

/s/ Charles Stonehill /s/ Todd Walthall

Charles Stonehill Todd Walthall

Director Director

AllianceBernstein

AllianceBernstein L.P.

10 unchanged sentences

(b) Includes accounts written-off as uncollectible of $ 5 .

AllianceBernstein

2024 Annual Report 177

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 9A. Controls and Procedures