What changed in this filing

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Item 1. Financial Statements

2025-10-23 compared with 2025-07-24 · 49 added, 52 removed, 212 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except unit amounts)

September 30,

2025 December 31,

Investment in AB $ 1,178,765 $ 2,034,632

Other assets 1,092 —

Total assets $ 1,178,765 $ 2,034,632

9 unchanged sentences

1,224,384 2,095,248

AB Holding Units held by AB to fund long-term incentive compensation plans ( 35,382 ) ( 23,363 )

AB Holding Units held by AB for long-term incentive compensation plans ( 31,015 ) ( 23,363 )

Accumulated other comprehensive loss ( 17,825 ) ( 41,424 )

5 unchanged sentences

(in thousands, except per unit amounts)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

7 unchanged sentences

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net income $ 73,751 $ 127,195 $ 218,033 $ 317,940

Other comprehensive income (loss):

Other comprehensive income:

Foreign currency translation adjustment, before reclassification and tax 673 7,521 14,541 2,785

1 unchanged sentence

Foreign currency translation adjustments, before tax 673 7,521 14,541 6,824

Income tax (expense) benefit ( 88 ) ( 14 ) ( 70 ) 19

Income tax benefit (expense) 400 ( 48 ) 330 ( 29 )

Foreign currency translation adjustments, net of tax 1,073 7,473 14,871 6,795

1 unchanged sentence

Amortization of prior service cost — 3 229 8

Recognized actuarial gain — 203 — 209

reclassification adjustment for (losses) included in net income upon retirement plan liquidation — — ( 8,578 ) —

Recognized actuarial (loss) gain ( 32 ) 111 ( 32 ) 320

reclassification adjustment for gains (losses) included in net income upon retirement plan liquidation — — ( 8,578 ) —

Changes in employee benefit related items ( 32 ) 114 8,775 328

Income tax (expense) — ( 2 ) ( 55 ) ( 3 )

Income tax benefit (expense) 8 1 ( 47 ) ( 2 )

Employee benefit related items, net of tax ( 24 ) 115 8,728 326

Other comprehensive income (loss) 9,779 3,692 22,550 ( 467 )

Other comprehensive income 1,049 7,588 23,599 7,121

Comprehensive income $ 74,800 $ 134,783 $ 241,632 $ 325,061

3 unchanged sentences

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

9 unchanged sentences

Retirement of AB Holding Units ( 3,925 ) ( 44,063 ) ( 43,313 ) ( 66,477 )

Issuance of AB Holding Units to fund long-term incentive compensation plan awards 7,394 4,103 39,565 20,117

Issuance of AB Holding Units for long-term incentive compensation plan awards 9,313 313 48,878 20,430

Retirement of AB Holding Units in connection with EQH Amended Exchange Agreement ( 820,188 ) — ( 820,188 ) —

Balance, end of period 1,224,384 2,165,060 1,224,384 2,165,060

AB Holding Units held by AB to fund long-term incentive compensation plans

AB Holding Units held by AB for long-term incentive compensation plans

Balance, beginning of period ( 35,382 ) ( 36,646 ) ( 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 )

Change in AB Holding Units held by AB for long-term incentive compensation plans 4,367 3,256 ( 7,652 ) ( 3,205 )

Balance, end of period ( 31,015 ) ( 33,390 ) ( 31,015 ) ( 33,390 )

9 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

9 unchanged sentences

Cash distributions to Unitholders ( 274,324 ) ( 253,923 )

Capital contributions from AB 1,307 752

Capital contributions (to) from AB ( 807 ) 902

Net cash used in financing activities ( 275,131 ) ( 253,021 )

2 unchanged sentences

Cash and cash equivalents as of end of period $ — $ —

Non-cash financing activities:

Retirement of AB Holding Units in connection with EQH Amended Exchange Agreement $ ( 820,188 ) $ —

See Accompanying Notes to Condensed Financial Statements.

1 unchanged sentence

Notes to Condensed Financial Statements

June 30, 2025

September 30, 2025

The words “we” and “our” refer collectively to AllianceBernstein Holding L.P.

26 unchanged sentences

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:

As of September 30, 2025, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:

EQH and its subsidiaries 68.5 %

1 unchanged sentence

Unaffiliated holders 0.7

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.

On July 10, 2025, AB entered into an amended and restated Exchange Agreement (the “Amended Exchange Agreement”) with EQH 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 issued and exchanged 19,682,946 AB Units for an equal number of AB Holding Units held by EQH.

The acquired AB Holding Units from the exchange were retired, along with an equal number of AB Units.

Following the exchange, the Amended Exchange Agreement was terminated.

After giving effect to such exchange and related retirements, including both the general partnership and limited partnership interest in AB Holding and AB, EQH has an approximate 68.5 % economic interest in AB as of September 30, 2025.

Basis of Presentation

10 unchanged sentences

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.

We have evaluated subsequent events through the date that these financial statements were filed with the SEC and did not identify any subsequent events that would require disclosure in these financial statements..

Cash Distributions

1 unchanged sentence

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.

On October 23, 2025, the General Partner declared a distribution of $ 0.86 per Unit, representing a distribution of Available Cash Flow for the three months ended September 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.

The distribution is payable on November 20, 2025 to holders of record at the close of business on November 3, 2025.

Long-term Incentive Compensation Plans

3 unchanged sentences

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,

Repurchases of AB Holding Units for the three and nine months ended September 30, 2025 and 2024 consisted of the following:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

14 unchanged sentences

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.

The plan adopted during the third quarter of 2025 expired at the close of business on October 22, 2025.

AB may adopt additional plans in the future to engage in open-market purchases of AB Holding Units for anticipated obligations under its incentive compensation award program and for other corporate purposes.

During the first nine months of 2025 and 2024, AB awarded to employees and Eligible Directors 1.6 million and 1.2 million restricted AB Holding Unit awards, respectively.

AB used AB Holding Units repurchased during the applicable period and newly-issued AB Holding Units for these restricted AB Holding Unit awards.

Net Income per Unit

1 unchanged sentence

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

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

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):

Changes in AB Holding’s investment in AB during the nine-month period ended September 30, 2025 are as follows (in thousands):

Investment in AB as of December 31, 2024 $ 2,034,632

2 unchanged sentences

Cash distributions received from AB ( 300,993 )

Capital contributions (from) AB ( 1,307 )

Capital contributions to AB 807

AB Holding Units retired ( 43,313 )

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

AB Holding Units issued for long-term incentive compensation plans 48,878

Retirement of AB Holding Units in connection with EQH Amended Exchange Agreement ( 820,188 )

Change in AB Holding Units held by AB for long-term incentive compensation plans ( 7,652 )

Investment in AB as of September 30, 2025 $ 1,178,765

Units Outstanding

Changes in AB Holding Units outstanding during the six-month period ended June 30, 2025 are as follows:

Changes in AB Holding Units outstanding during the nine-month period ended September 30, 2025 are as follows:

Outstanding as of December 31, 2024 110,530,329

1 unchanged sentence

Units retired (1)

Outstanding as of June 30, 2025 110,537,295

( 20,833,912 )

Outstanding as of September 30, 2025 90,993,251

(1) Includes 19,682,946 AB Holding Units retired in connection with the Amended Exchange Agreement entered into with EQH on July 10, 2025.

AB Holding is a publicly-traded partnership (“PTP”) for federal tax purposes and, accordingly, is not subject to federal or state corporate income taxes.

5 unchanged sentences

AB Holding Units in AB’s consolidated rabbi trust are not considered outstanding for purposes of calculating AB Holding’s ownership interest in AB.

Three Months Ended June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 % Change 2025 2024 % Change

27 unchanged sentences

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.

Subsequent Event

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

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-Q

Item 1. Financial Statements