ALLIANCEBERNSTEIN HOLDING L.P. 10-Q

Item 1. Financial Statements ALLIANCEBERNSTEIN HOLDING L.P. Condensed Statements of Financial Condition (in thousands, except unit amounts) (unaudited) June 30, 2025 December 31, 2024 ASSETS Investment in AB $ 1,980,980 $ 2,034,632 Other assets 1,092 — Total assets $ 1,982,072 $ 2,034,632 LIABILITIES AND PARTNERS’ CAPITAL Liabilities: Other liabilities $ 449 $ 2,770 Total liabilities 449 2,770 Commitments and contingencies ( See Note 8 ) Partners’ capital: General Partner: 100,000 general partnership units issued and outstanding 1,346 1,401 Limited partners: 110,437,295 and 110,430,329 limited partnership units issued and outstanding 2,034,533 2,095,248 AB Holding Units held by AB to fund long-term incentive compensation plans ( 35,382 ) ( 23,363 ) Accumulated other comprehensive loss ( 18,874 ) ( 41,424 ) Total partners’ capital 1,981,623 2,031,862 Total liabilities and partners’ capital $ 1,982,072 $ 2,034,632 See Accompanying Notes to Condensed Financial Statements. 1 Index ALLIANCEBERNSTEIN HOLDING L.P. Condensed Statements of Income (in thousands, except per unit amounts) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Equity in net income attributable to AB Unitholders $ 78,830 $ 122,705 $ 161,583 $ 208,986 Income taxes 8,582 9,182 17,301 18,241 Net income $ 70,248 $ 113,523 $ 144,282 $ 190,745 Net income per Unit $ 0.64 $ 0.99 $ 1.31 $ 1.66 See Accompanying Notes to Condensed Financial Statements. 2 Index ALLIANCEBERNSTEIN HOLDING L.P. Condensed Statements of Comprehensive Income (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income $ 70,248 $ 113,523 $ 144,282 $ 190,745 Other comprehensive income (loss): Foreign currency translation adjustment, before reclassification and tax 9,867 ( 538 ) 13,868 ( 4,736 ) Less: reclassification adjustment for (losses) included in net income upon liquidation — ( 4,039 ) — ( 4,039 ) Foreign currency translation adjustments, before tax 9,867 3,501 13,868 ( 697 ) Income tax (expense) benefit ( 88 ) ( 14 ) ( 70 ) 19 Foreign currency translation adjustments, net of tax 9,779 3,487 13,798 ( 678 ) Changes in employee benefit related items: Amortization of prior service cost — 4 229 5 Recognized actuarial gain — 203 — 209 Less: reclassification adjustment for (losses) included in net income upon retirement plan liquidation — — ( 8,578 ) — Changes in employee benefit related items — 207 8,807 214 Income tax (expense) — ( 2 ) ( 55 ) ( 3 ) Employee benefit related items, net of tax — 205 8,752 211 Other comprehensive income (loss) 9,779 3,692 22,550 ( 467 ) Comprehensive income $ 80,027 $ 117,215 $ 166,832 $ 190,278 See Accompanying Notes to Condensed Financial Statements. 3 Index ALLIANCEBERNSTEIN HOLDING L.P. Condensed Statements of Changes in Partners’ Capital (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 General Partner’s Capital Balance, beginning of period $ 1,362 $ 1,317 $ 1,401 $ 1,327 Net income 63 99 130 166 Cash distributions to Unitholders ( 79 ) ( 73 ) ( 185 ) ( 150 ) Balance, end of period 1,346 1,343 1,346 1,343 Limited Partners’ Capital Balance, beginning of period 2,058,858 2,151,296 2,095,248 2,147,147 Net income 70,185 113,424 144,152 190,579 Cash distributions to Unitholders ( 88,786 ) ( 84,072 ) ( 205,044 ) ( 172,561 ) Retirement of AB Holding Units ( 13,118 ) ( 21,883 ) ( 39,388 ) ( 22,414 ) Issuance of AB Holding Units to fund long-term incentive compensation plan awards 7,394 4,103 39,565 20,117 Balance, end of period 2,034,533 2,162,868 2,034,533 2,162,868 AB Holding Units held by AB to fund long-term incentive compensation plans Balance, beginning of period ( 34,696 ) ( 38,038 ) ( 23,363 ) ( 30,185 ) Change in AB Holding Units held by AB to fund long-term incentive compensation plans ( 686 ) 1,392 ( 12,019 ) ( 6,461 ) Balance, end of period ( 35,382 ) ( 36,646 ) ( 35,382 ) ( 36,646 ) Accumulated Other Comprehensive (Loss) Balance, beginning of period ( 28,653 ) ( 46,203 ) ( 41,424 ) ( 42,044 ) Foreign currency translation adjustment, net of tax 9,779 3,487 13,798 ( 678 ) Changes in employee benefit related items, net of tax — 205 8,752 211 Balance, end of period ( 18,874 ) ( 42,511 ) ( 18,874 ) ( 42,511 ) Total Partners’ Capital $ 1,981,623 $ 2,085,054 $ 1,981,623 $ 2,085,054 See Accompanying Notes to Condensed Financial Statements. 4 Index ALLIANCEBERNSTEIN HOLDING L.P. Condensed Statements of Cash Flows (in thousands) (unaudited) Six Months Ended June 30, 2025 2024 Cash flows from operating activities: Net income $ 144,282 $ 190,745 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net income attributable to AB Unitholders ( 161,583 ) ( 208,986 ) Cash distributions received from AB 224,636 190,939 Changes in assets and liabilities: (Increase) in other assets ( 1,092 ) — (Decrease) in other liabilities ( 2,321 ) ( 739 ) Net cash provided by operating activities 203,922 171,959 Cash flows from financing activities: Cash distributions to Unitholders ( 205,229 ) ( 172,711 ) Capital contributions from AB 1,307 752 Net cash used in financing activities ( 203,922 ) ( 171,959 ) Change in cash and cash equivalents — — Cash and cash equivalents as of beginning of period — — Cash and cash equivalents as of end of period $ — $ — See Accompanying Notes to Condensed Financial Statements. 5 Index ALLIANCEBERNSTEIN HOLDING L.P. Notes to Condensed Financial Statements June 30, 2025 (unaudited) The words “we” and “our” refer collectively to AllianceBernstein Holding L.P. (“AB Holding”) and AllianceBernstein L.P. and its subsidiaries (“AB”), or to their officers and employees. Similarly, the word “company” refers to both AB Holding and AB. Where the context requires distinguishing between AB Holding and AB, we identify which of them is being discussed. These statements should be read in conjunction with the audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2024. 1. Business Description, Organization and Basis of Presentation Business Description AB Holding’s principal source of income and cash flow is attributable to its investment in AB limited partnership interests. The condensed financial statements and notes of AB Holding should be read in conjunction with the condensed consolidated financial statements and notes of AB included as an exhibit to this quarterly report on Form 10-Q and with AB Holding’s and AB’s audited financial statements included in AB Holding’s Form 10-K for the year ended December 31, 2024. AB provides diversified investment management and related services globally to a broad range of clients. Its principal services include: • Institutional Services – servicing its institutional clients, including private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and affiliates such as Equitable Holdings, Inc. ("EQH") and its subsidiaries, by means of separately managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles. • Retail Services – servicing its retail clients, primarily by means of retail mutual funds sponsored by AB or an affiliated company, sub-advisory relationships with mutual funds sponsored by third parties, separately managed account programs sponsored by financial intermediaries worldwide and other investment vehicles. • Private Wealth Management – servicing its private clients, including high-net-worth individuals and families, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities, by means of separately managed accounts, hedge funds, mutual funds and other investment vehicles. AB also provides distribution, shareholder servicing, transfer agency services and administrative services to certain of the mutual funds it sponsors. AB’s high-quality, in-depth research is the foundation of its asset management and private wealth management businesses. AB’s research disciplines include economic, fundamental equity, fixed income and quantitative research. In addition, AB has expertise in multi-asset strategies, wealth management, environmental, social and corporate governance ("ESG"), and alternative investments. AB provides a broad range of investment services with expertise in: • Actively managed equity strategies across global and regional universes, as well as capitalization ranges, concentration ranges and investment strategies, including value, growth and core equities; • Actively-managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies; • Actively-managed alternative investments, including fundamental and systematically-driven hedge funds, fund of hedge funds and direct assets (e.g., direct lending, real estate and private equity); • Multi-asset services and solutions, including dynamic asset allocation, customized target-date funds and target-risk funds; and • Passively managed equity and fixed income strategies, including index, ESG index and enhanced index strategies. 6 Index Organization AllianceBernstein Corporation (an indirect wholly-owned subsidiary of EQH, “General Partner”) is the general partner of both AB Holding and AB. AllianceBernstein Corporation owns 100,000 general partnership units in AB Holding and a 1.0 % general partnership interest in AB. As of June 30, 2025, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows: EQH and its subsidiaries 61.9 % AB Holding 37.5 Unaffiliated holders 0.6 100.0 % During the second quarter of 2025, EQH announced the final results of its cash tender offer to purchase up to 46,000,000 AB Holding Units. A total of 19,682,946 AB Holding Units, equaling a 17.9 % economic interest in AB Holding, were properly tendered. After giving effect to such purchase, including both the general partnership and limited partnership interest in AB Holding and AB, EQH now has an approximate 68.6 % economic interest in AB as of June 30, 2025. See Note 9, Subsequent Event for additional details. Basis of Presentation The interim condensed financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the interim results, have been made. The preparation of the condensed financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the condensed financial statements and the reported amounts of revenues and expenses during the interim reporting periods. Actual results could differ from those estimates. The condensed statement of financial condition as of December 31, 2024 was derived from audited financial statements. Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under principles generally accepted in the United States of America ("GAAP") and the rules of the SEC. AB Holding records its investment in AB using the equity method of accounting. AB Holding’s investment is increased to reflect its proportionate share of income of AB and decreased to reflect its proportionate share of losses of AB and cash distributions made by AB to its Unitholders. In addition, AB Holding's investment is adjusted to reflect its proportionate share of certain capital transactions of AB. Subsequent Events We have evaluated subsequent events through the date that these financial statements were filed with the SEC. See Note 9, Subsequent Event for further details. 2. Cash Distributions AB Holding is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Agreement of Limited Partnership of AB Holding (“AB Holding Partnership Agreement”), to its Unitholders pro rata in accordance with their percentage interests in AB Holding. Available Cash Flow is defined as the cash distributions AB Holding receives from AB minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB Holding for use in its business (such as the payment of taxes) or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow. On July 24, 2025, the General Partner declared a distribution of $ 0.76 per Unit, representing a distribution of Available Cash Flow for the three months ended June 30, 2025. Each general partnership unit in AB Holding is entitled to receive distributions equal to those received by each AB Holding Unit. The distribution is payable on August 14, 2025 to holders of record at the close of business on August 4, 2025. 7 Index 3. Long-term Incentive Compensation Plans AB has several unfunded, non-qualified long-term incentive compensation plans, under which we grant awards of restricted units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“AB Holding Units”) to employees, generally in the fourth quarter, and to members of the Board of Directors of the General Partner, who are not employed by our company or by any of our affiliates (“Eligible Directors”). AB Holding Units are maintained in a consolidated rabbi trust either by purchasing AB Holding Units on the open market or by purchasing newly-issued AB Holding Units from AB Holding until delivering them or retiring them. In accordance with the Amended and Restated Agreement of Limited Partnership of AB (“AB Partnership Agreement”), when AB purchases newly-issued AB Holding Units from AB Holding, AB Holding is required to use the proceeds it receives from AB to purchase the equivalent number of newly-issued AB Units, thus increasing its percentage ownership interest in AB. AB Holding Units held in the consolidated rabbi trust are corporate assets in the name of the trust and are available to the general creditors of AB. Repurchases of AB Holding Units for the three and six months ended June 30, 2025 and 2024 consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 (in millions) Total amount of AB Holding Units Purchased (1) 0.4 0.9 1.2 1.0 Total Cash Paid for AB Holding Units Purchased (1) $ 13.2 $ 29.0 $ 43.7 $ 33.3 Open Market Purchases of AB Holding Units Purchased (1) 0.3 0.6 1.0 0.6 Total Cash Paid for Open Market Purchases of AB Holding Units (1) $ 12.3 $ 21.5 $ 38.4 $ 21.5 (1) Purchased on a trade date basis. The difference between open-market purchases and total amount of units purchased reflects the retention of AB Holding Units from employees to fulfill statutory tax withholding requirements at the time of delivery of long-term incentive compensation awards. Each quarter, AB considers whether to implement a plan to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). A plan of this type allows a company to repurchase its shares at times when it otherwise might be prevented from doing so because of self-imposed trading blackout periods or because it possesses material non-public information. Each broker selected by AB has the authority under the terms and limitations specified in the plan to repurchase AB Holding Units on AB’s behalf. Repurchases are subject to regulations promulgated by the SEC as well as certain price, market volume and timing constraints specified in the plan. We did not adopt a plan during the second quarter of 2025. AB may adopt additional plans in the future to engage in open-market purchases of AB Holding Units to help fund anticipated obligations under its incentive compensation award program and for other corporate purposes. During the first six months of both 2025 and 2024, AB awarded to employees and Eligible Directors 1.2 million restricted AB Holding Unit awards. AB used AB Holding Units repurchased during the applicable period and newly-issued AB Holding Units to fund these restricted AB Holding Unit awards. 8 Index 4. Net Income per Unit Net income per Unit is derived by dividing net income by the weighted average number of units outstanding for each period. Diluted net income per Unit is equivalent to net income per Unit, as there are no outstanding instruments that have a dilutive effect. Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 (in thousands, except per unit amounts) Net income $ 70,248 $ 113,523 $ 144,282 $ 190,745 Weighted average Units outstanding $ 110,495 $ 115,034 110,553 114,869 Net income per Unit $ 0.64 $ 0.99 $ 1.31 $ 1.66 5. Investment in AB Changes in AB Holding’s investment in AB during the six-month period ended June 30, 2025 are as follows (in thousands): Investment in AB as of December 31, 2024 $ 2,034,632 Equity in net income attributable to AB Unitholders 161,583 Changes in accumulated other comprehensive income 22,550 Cash distributions received from AB ( 224,636 ) Capital contributions (from) AB ( 1,307 ) AB Holding Units retired ( 39,388 ) AB Holding Units issued to fund long-term incentive compensation plans 39,565 Change in AB Holding Units held by AB to fund long-term incentive compensation plans ( 12,019 ) Investment in AB as of June 30, 2025 $ 1,980,980 6. Units Outstanding Changes in AB Holding Units outstanding during the six-month period ended June 30, 2025 are as follows: Outstanding as of December 31, 2024 110,530,329 Units issued 1,054,928 Units retired ( 1,047,962 ) Outstanding as of June 30, 2025 110,537,295 7. Income Taxes AB Holding is a publicly-traded partnership (“PTP”) for federal tax purposes and, accordingly, is not subject to federal or state corporate income taxes. However, AB Holding is subject to the 4.0 % New York City unincorporated business tax (“UBT”), net of credits for UBT paid by AB, and to a 3.5 % federal tax on partnership gross income from the active conduct of a trade or business. AB Holding’s partnership gross income is derived from its interest in AB. AB Holding’s federal income tax is computed by multiplying AB qualifying revenues by AB Holding’s ownership interest in AB, multiplied by the 3.5 % tax rate. AB qualifying revenues are primarily U.S. investment advisory fees. AB Holding Units in AB’s consolidated rabbi trust are not considered outstanding for purposes of calculating AB Holding’s ownership interest in AB. 9 Index Three Months Ended June 30, Six Months Ended June 30, 2025 2024 % Change 2025 2024 % Change (in thousands) Net income attributable to AB Unitholders $ 210,467 $ 309,572 ( 32.0 ) % $ 431,266 $ 527,499 ( 18.2 ) % Multiplied by: weighted average equity ownership interest 37.5 % 39.6 % 37.5 % 39.6 % Equity in net income attributable to AB Unitholders $ 78,830 $ 122,705 ( 35.8 ) $ 161,583 $ 208,986 ( 22.7 ) AB qualifying revenues $ 711,826 $ 690,585 3.1 $ 1,412,596 $ 1,386,565 1.9 Multiplied by: weighted average equity ownership interest for calculating tax 33.6 % 37.1 % 34.1 % 36.7 % Multiplied by: federal tax 3.5 % 3.5 % 3.5 % 3.5 % Federal income taxes 8,383 8,968 16,869 17,804 State income taxes 199 214 432 437 Total income taxes $ 8,582 $ 9,182 ( 6.5 ) % $ 17,301 $ 18,241 ( 5.2 ) % Effective tax rate 10.9 % 7.5 % 10.7 % 8.7 % In order to preserve AB Holding’s status as a PTP for federal income tax purposes, management ensures that AB Holding does not directly or indirectly (through AB) engage in a substantial new line of business. If AB Holding were to lose its status as a PTP, it would be subject to corporate income tax, which would reduce materially AB Holding’s net income and its quarterly distributions to AB Holding Unitholders. 8. Commitments and Contingencies Legal and regulatory matters described below pertain to AB and are included here due to their potential significance to AB Holding’s investment in AB. For significant litigation matters, we assess the likelihood of a negative outcome. If a negative outcome is probable and the loss can be reasonably estimated, we record an estimated loss. If a negative outcome is reasonably possible and we can estimate the potential loss or range of loss, or if a negative outcome is probable and we can estimate the potential loss or range of loss beyond any amounts already accrued, we disclose this information. However, predicting outcomes or estimating losses is often challenging due to litigation uncertainties, especially in early stages or complex cases. In such instances, we disclose our inability to predict the outcome or estimate losses. AB may face regulatory inquiries, administrative proceedings, and litigation, some alleging significant damages. While it is possible we could incur losses from these matters, we cannot currently estimate such losses or their range. Management, after consulting with legal counsel, believes that the outcome of any individual or combined matters will not materially affect our operations, financial condition, or liquidity. However, due to inherent uncertainties, future developments could potentially have a material adverse effect on our results, financial condition, or liquidity in future reporting periods. 10 Index 9. Subsequent Event EQH Exchange On December 19, 2024, the company entered into a master exchange agreement with EQH providing for the issuance by AB of up to 10,000,000 units representing assignments of beneficial ownership of limited partnership interests in AB (“AB Units”) to EQH in exchange for an equal number of units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. (“AB Holding Units”) owned by EQH. At the time the Exchange Agreement was entered into, AB and EQH exchanged 5,211,194 AB Units for AB Holding Units (thereby reducing the 10,000,000 AB Units available for future exchange to 4,788,806 AB Units), and the acquired AB Holding Units were retired. On July 10, 2025, AB entered in an amended and restated Exchange Agreement (the “Amended Exchange Agreement”) to increase the AB Units that remain available for exchange from 4,788,806 AB Units to 19,682,946 AB Units. At the time the Amended Exchange Agreement was entered into, AB and EQH exchanged 19,682,946 AB Units for AB Holding Units and the acquired AB Holding Units were retired. Following the exchange, the Amended Exchange Agreement was terminated. After giving effect to such exchange, EQH continues to have a 68.6 % economic interest in AB and the ownership structure of AB, including limited partnership units outstanding as well as the general partner's 1.0 % interest, was as follows: EQH and its subsidiaries 68.5 % AB Holding 30.8 Unaffiliated holders 0.7 100.0 % 11 Index