ab-20251231
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31 , 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-09818
ALLIANCEBERNSTEIN HOLDING L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3434400
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
501 Commerce Street , Nashville , TN
37203
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: ( 615 ) 622-0000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Units Rep. Assignments of Beneficial Ownership of LP Interests in AB Holding ("Units") AB New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☒
Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
If securities are registered pursuant to Section 12 (b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b ). ☐
The aggregate market value of the units representing assignments of beneficial ownership of limited partnership interests held by non-affiliates computed by reference to the price at which such units were last sold on the New York Stock Exchange as of June 30, 2025 was approximately $ 4.5 billion.
The number of units representing assignments of beneficial ownership of limited partnership interests outstanding as of December 31, 2025 was 92,284,367 . (This figure includes 100,000 general partnership units having economic interests equivalent to the economic interests of the units representing assignments of beneficial ownership of limited partnership interests.)
DOCUMENTS INCORPORATED BY REFERENCE
This Form 10-K does not incorporate any document by reference.
Table of Contents
Table of Contents
Glossary of Certain Defined Terms
ii
Part I
Item 1.
Business
1
Item 1A.
Risk Factors
15
Item 1B.
Unresolved Staff Comments
24
Item 1C.
Cybersecurity
24
Item 2.
Properties
25
Item 3.
Legal Proceedings
25
Item 4.
Mine Safety Disclosures
25
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
26
Item 6.
Reserved
28
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
28
Executive Overview
28
Market Environment
28
AB Holding
30
AB
32
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
56
AB Holding
56
AB
56
Item 8.
Financial Statements and Supplementary Data
58
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
123
Item 9A.
Controls and Procedures
123
Item 9B.
Other Information
124
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
124
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
125
Item 11.
Executive Compensation
139
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
165
Item 13.
Certain Relationships and Related Transactions, and Director Independence
169
Item 14.
Principal Accounting Fees and Services
170
Part IV
Item 15.
Exhibits, Financial Statement Schedules
171
Item 16.
Form 10-K Summary
173
Signatures
174
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Glossary of Certain Defined Terms
AB AllianceBernstein L.P. (Delaware limited partnership formerly known as Alliance Capital Management L.P., “ Alliance Capital ”), the operating partnership, and its subsidiaries and, where appropriate, its predecessors, AB Holding and ACMC, Inc. and their respective subsidiaries.
AB Holding AllianceBernstein Holding L.P. (Delaware limited partnership).
AB Holding Partnership Agreement the Amended and Restated Agreement of Limited Partnership of AB Holding, dated as of October 29, 1999 and as amended February 24, 2006.
AB Holding Units units representing assignments of beneficial ownership of limited partnership interest in AB Holding.
AB Partnership Agreement the Amended and Restated Agreement of Limited Partnership of AB, dated as of October 29, 1999 and as amended February 24, 2006.
AB Units units of limited partnership interest in AB.
AUM AB's assets under management.
Bernstein Transaction AB's acquisition of the business and assets of SCB Inc., formerly known as Sanford C. Bernstein Inc., and the related assumption of the liabilities of that business, completed on October 2, 2000.
Equitable America Equitable Financial Insurance Company of America (f/k/a MONY Life Insurance Company of America, an Arizona corporation), a subsidiary of Equitable Holdings.
Equitable Financial Equitable Financial Life Insurance Company (New York stock life insurance company), a subsidiary of Equitable Holdings.
Equitable Holdings or EQH Equitable Holdings, Inc. (Delaware corporation) and its subsidiaries other than AB and its subsidiaries.
Exchange Act the Securities Exchange Act of 1934, as amended.
ERISA the Employee Retirement Income Security Act of 1974, as amended.
GAAP U.S. Generally Accepted Accounting Principles.
General Partner AllianceBernstein Corporation (Delaware corporation), the general partner of AB and AB Holding and a subsidiary of Equitable Holdings, and, where appropriate, ACMC, LLC, its predecessor.
Investment Advisers Act the Investment Advisers Act of 1940, as amended.
Investment Company Act the Investment Company Act of 1940, as amended.
NYSE the New York Stock Exchange, Inc.
Partnerships AB and AB Holding together.
SEC the United States Securities and Exchange Commission.
Securities Act the Securities Act of 1933, as amended.
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Part I
Item 1. Business
The words “ we ” and “ our ” in this Form 10-K refer collectively to AB Holding and AB and its subsidiaries, or to their officers and employees. Similarly, the words “ company ” and “ firm ” refer to both AB Holding and AB. Where the context requires distinguishing between AB Holding and AB, we identify which company is being discussed. Cross-references are in italics.
We use “ global ” in this Form 10-K to refer to all nations, including the United States; we use “ international ” or “ non-U.S. ” to refer to nations other than the United States.
We use “ emerging markets ” in this Form 10-K to refer to countries included in the Morgan Stanley Capital International (“ MSCI ”) emerging markets index, which include, as of December 31, 2025: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey.
Clients
We provide diversified investment management and related services globally to a broad range of clients through our three distribution channels: Institutions, Retail and Private Wealth Management. S ee “Distribution Channels” in this Item 1 for additional information.
As of December 31, 2025, 2024 and 2023, our AUM were approximately $867 billion, $792 billion and $725 billion, respectively, and our net revenues were approximately $4.5 billion, $4.5 billion and $4.2 billion, respectively. EQH ( our parent company ) and its subsidiaries, whose AUM consist primarily of fixed income investments, is our largest client. Our EQH affiliates represented approximately 16%, 17% and 16% of our AUM as of December 31, 2025, 2024 and 2023, and we earned approximately 4% of our net revenues from services we provided to them in each of 2025, 2024 and 2023, respectively.
Assets Under Management (AUM)
($ billions)
Net Revenues
($ billions)
See “Distribution Channels” below and “Assets Under Management” and “Net Revenues” in Item 7 for additional information regarding our AUM and net revenues.
Generally, we are compensated for our investment services on the basis of investment advisory and services fees calculated as a percentage of AUM. For additional information about our investment advisory and services fees, including performance-based fees, see “ Risk Factors ” in Item 1A and “Net Revenues – Investment Advisory and Services Fees” in Item 7 .
Research
Our high-quality, in-depth research is the foundation of our asset management and private wealth management businesses. We believe that our global team of research professionals, whose disciplines include economic, equity, fixed income and quantitative research, gives us a competitive advantage in achieving investment success for our clients. We also have experts focused on multi-asset strategies, wealth management, sustainability and impact strategies, and alternative investments.
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Purpose and Values
To AllianceBernstein, being a responsible firm means delivering better outcomes for our clients while upholding high ethical standards, building a strong culture, and promoting the future viability of our business.
Our purpose and values describe the employee behaviors and actions that support these goals, and we work diligently across our business to bring them to life.
Purpose — Pursue insight that unlocks opportunity.
Our Values:
• We invest in one another , meaning that we have a strong organizational culture where community and belonging is celebrated and mentorship is critical to our success.
• We strive for distinctive knowledge , meaning that we collaboratively identify creative solutions to clients' investment challenges through our expertise in a wide range of investment disciplines.
• We speak with courage and conviction , which informs how we engage with our AB colleagues, clients and other stakeholders.
• We act with integrity — always , which is the bedrock of our relationships and drives us to avoid activities that could create potential conflicts of interest or distract us from our singular focus to provide high value asset management to our clients.
We describe our firm's governance structure, including our Board and its committees, in Item 10 of this Form 10-K.
Investment Philosophy
We believe that strong long-term investment outcomes are achieved through disciplined portfolio construction, differentiated research, and active risk management across market environments. Our investment approach integrates fundamental and quantitative insights, rigorous valuation and risk frameworks, and active portfolio oversight to deliver a range of client objectives, including alpha generation, total return, income, diversification, and downside mitigation.
Our global research platform emphasizes depth of expertise, collaboration across asset classes, and continuous challenge of investment decisions. We focus not only on identifying attractive opportunities, but also on managing risk, liquidity, and concentration as integral components of portfolio construction in advancing clients’ investment objectives.
Our investment services include expertise in:
• Equities, including actively managed strategies across global and regional markets and capitalization ranges, spanning growth, value, core, defensive, thematic, and sustainable approaches, with varying degrees of active risk, concentration, and benchmark sensitivity;
• Fixed Income , including actively managed traditional and unconstrained strategies across taxable and tax-exempt markets, encompassing government, corporate, securitized, emerging market, and municipal securities, with a focus on income generation, risk management, liquidity, and diversification;
• Multi-Asset Solutions , including outcome-oriented and asset-allocation strategies such as target-date, target-risk, income, and total-return portfolios, as well as customized multi-asset solutions designed to meet specific client objectives;
• Hedge Fund Strategies , including fundamental and systematic hedge funds, equity market neutral, event-driven, macro, and fund-of-funds strategies, focused on delivering diversified, idiosyncratic return streams with controlled market exposure;
• Private Alternatives , including private credit, asset-based finance, real assets, real estate debt, and specialty finance strategies, where returns are driven by underwriting discipline, structure, selectivity, and active portfolio management rather than public market beta; and
• Systematic Strategies , including alpha-seeking and risk-controlled approaches that apply quantitative research, data-driven signals, and disciplined portfolio construction across equity and fixed income markets, as well as passive index, ESG index, and enhanced index solutions designed to provide efficient market exposure.
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Our AUM by client domicile and investment service as of December 31, 2025, 2024 and 2023 are as follows:
AUM by Client Domicile
($ in billions)
AUM by Investment Service
($ in billions)
Distribution Channels
Institutions
We offer to our institutional clients, which include private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and EQH and its subsidiaries, separately managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles (“ Institutional Services ”).
We manage the assets of our institutional clients pursuant to written investment management agreements or other arrangements, which generally are terminable at any time or upon relatively short notice by either party. In general, our written investment management agreements may not be assigned without the client's consent. For information about our institutional investment advisory and services fees, including performance-based fees, see “ Risk Factors ” in Item 1A and “Net Revenues – Investment Advisory and Services Fees” in Item 7 .
EQH and its subsidiaries constitute our largest institutional client. EQH and its subsidiaries combined AUM accounted for approximately 26%, 27% and 25% of our institutional AUM as of December 31, 2025, 2024 and 2023, respectively, and approximately 26%, 22% and 22% of our institutional revenues for 2025, 2024 and 2023, respectively. No single institutional client other than EQH and its respective subsidiaries accounted for more than approximately 1% of our net revenues for the year ended December 31, 2025.
EQH and Subsidiaries as a % of our Institutional AUM EQH and Subsidiaries as a % of our Institutional Revenues
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As of December 31, 2025, 2024 and 2023, Institutional Services represented approximately 41%, 41% and 44%, respectively, of our AUM, and the fees we earned from providing these services represented approximately 15%, 16% and 16% of our net revenues for each of those years, respectively. Our AUM and revenues are as follows:
Institutional Services Assets Under Management
(by Investment Service)
Years Ended December 31 % Change
2025 2024 2023 2025-24 2024-23
(in millions)
Equity:
Equity Actively Managed $ 51,108 $ 48,952 $ 59,423 4.4 % (17.6 %)
Equity Passively Managed (1)
28,599 24,614 23,630 16.2 4.2
Total Equity 79,707 73,566 83,053 8.3 (11.4)
U.S. 43,333 40,799 40,930 6.2 (0.3)
Global & Non-U.S. 36,374 32,767 42,123 11.0 (22.2)
Total Equity 79,707 73,566 83,053 8.3 (11.4)
Fixed Income:
Fixed Income Taxable 118,956 116,744 126,350 1.9 (7.6)
Fixed Income Tax-Exempt 1,421 1,564 1,317 (9.1) 18.8
Fixed Income Passively Managed (1)
88 81 306 8.6 (73.5)
Total Fixed Income 120,465 118,389 127,973 1.8 (7.5)
U.S. 92,903 88,720 95,808 4.7 (7.4)
Global & Non-U.S. 27,562 29,669 32,165 (7.1) (7.8)
Total Fixed Income 120,465 118,389 127,973 1.8 (7.5)
Alternatives/Multi-Asset Solutions (2) :
U.S. 41,007 30,942 13,810 32.5 124.1
Global & Non-U.S. 113,060 98,493 92,288 14.8 6.7
Total Alternatives/Multi-Asset Solutions 154,067 129,435 106,098 19.0 22.0
Total:
U.S. 177,243 160,461 150,548 10.5 6.6
Global & Non-U.S. 176,996 160,929 166,576 10.0 (3.4)
Total $ 354,239 $ 321,390 $ 317,124 10.2 % 1.3 %
Affiliated - EQH $ 91,134 $ 87,447 $ 78,942 4.2 % 10.8 %
Non-affiliated 263,105 233,943 238,182 12.5 (1.8)
Total $ 354,239 $ 321,390 $ 317,124 10.2 % 1.3 %
(1) Includes index and enhanced index services.
(2) Includes certain multi-asset solutions and services not included in equity or fixed income services.
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Revenues from Institutional Services
(by Investment Service)
Years Ended December 31 % Change
2025 2024 2023 2025-24 2024-23
(in thousands)
Equity:
Equity Actively Managed $ 171,938 $ 183,526 $ 197,822 (6.3 %) (7.2 %)
Equity Passively Managed (1)
4,555 4,190 4,115 8.7 1.8
Total Equity 176,493 187,716 201,937 (6.0) (7.0)
U.S. 75,969 79,185 75,861 (4.1) 4.4
Global & Non-U.S. 100,524 108,531 126,076 (7.4) (13.9)
Total Equity 176,493 187,716 201,937 (6.0) (7.0)
Fixed Income:
Fixed Income Taxable 164,861 166,539 180,625 (1.0) (7.8)
Fixed Income Tax-Exempt 2,115 1,955 1,300 8.2 50.4
Fixed Income Passively Managed (1)
— 934 580 (100.0) 61.0
Fixed Income Servicing (2)
23,123 22,315 20,149 3.6 10.7
Total Fixed Income 190,099 191,743 202,654 (0.9) (5.4)
U.S. 131,894 127,699 135,560 3.3 (5.8)
Global & Non-U.S. 58,205 64,044 67,094 (9.1) (4.5)
Total Fixed Income 190,099 191,743 202,654 (0.9) (5.4)
Alternatives/Multi-Asset Solutions (3) :
U.S. 159,192 130,533 94,488 22.0 38.1
Global & Non-U.S. 157,221 190,234 166,964 (17.4) 13.9
Total Alternatives/Multi-Asset Solutions 316,413 320,767 261,452 (1.4) 22.7
Total Investment Advisory and Services Fees:
U.S. 367,055 337,417 305,909 8.8 10.3
Global & Non-U.S. 315,950 362,809 360,134 (12.9) 0.7
Total 683,005 700,226 666,043 (2.5) 5.1
Distribution Revenues 189 203 250 (6.9) (18.8)
Shareholder Servicing Fees 348 367 377 (5.2) (2.7)
Total $ 683,542 $ 700,796 $ 666,670 (2.5 %) 5.1 %
Affiliated - EQH $ 178,062 $ 157,017 $ 144,523 13.4 % 8.6 %
Non-affiliated 505,480 543,779 522,147 (7.0) 4.1
Total $ 683,542 $ 700,796 $ 666,670 (2.5 %) 5.1 %
(1) Includes index and enhanced index services.
(2) Fixed Income Servicing includes advisory-related services fees that are not based on AUM, including derivative transaction fees and other fixed income advisory services.
(3) Includes certain multi-asset solutions and services not included in equity or fixed income services.
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Retail
We provide investment management and related services to a wide variety of individual retail investors globally through retail mutual funds we sponsor, mutual fund sub-advisory relationships, separately-managed account programs ( see below ), and other investment vehicles (“ Retail Products and Services ”).
We distribute our Retail Products and Services through financial intermediaries, including broker-dealers, insurance sales representatives, banks, registered investment advisers and financial planners. These products and services include open-end and closed-end funds that are either (i) registered as investment companies under the Investment Company Act (“ U.S. Funds ”), or (ii) not registered under the Investment Company Act and generally not offered to U.S. persons (“ Non-U.S. Funds ” and collectively with the U.S. Funds, “ AB Funds ”). They also include separately-managed account programs, which are sponsored by financial intermediaries and generally charge an all-inclusive fee covering investment management, trade execution, asset allocation, and custodial and administrative services. In addition, we provide distribution, shareholder servicing, transfer agency services and administrative services for our Retail Products and Services. See “Net Revenues – Investment Advisory and Services Fees” in Item 7 for information about our retail investment advisory and services fees. See Note 2 to AB’s consolidated financial statements in Item 8 for a discussion of the commissions we pay to financial intermediaries in connection with the sale of open-end AB Funds.
Fees paid by the U.S. Funds are reflected in the applicable investment management agreement, which generally must be approved annually by the board of directors or trustees of those funds, by a majority vote of the independent directors or trustees. Increases in these fees must be approved by fund shareholders; decreases need not be, including any decreases implemented by a fund’s directors or trustees. In general, each investment management agreement with the U.S. Funds provides for termination by either party, at any time, upon 60 days’ notice.
Fees paid by Non-U.S. Funds are reflected in management agreements that continue until they are terminated. Increases in these fees generally must be approved by the relevant regulatory authority, depending on the domicile and structure of the fund, and Non-U.S. Fund shareholders must be given advance notice of any fee increases.
The mutual funds we sub-advise for a subsidiary of EQH constitute our largest retail clients. These assets accounted for approximately 13%, 13% and 14% of our retail AUM as of December 31, 2025, 2024 and 2023, respectively, and approximately 1% of our retail net revenues for the years ended December 31, 2025, 2024 and 2023.
Most open-end U.S. Funds have adopted a plan under Rule 12b-1 of the Investment Company Act that allows the fund to pay, out of assets of the fund, distribution and service fees, for the distribution and sale of its shares. The open-end U.S. Funds have entered into such agreements with us, and we have entered into selling and distribution agreements pursuant to which we pay sales commissions to the financial intermediaries that distribute our open-end U.S. Funds. These agreements are terminable by either party upon notice (generally 30 days) and do not obligate the financial intermediary to sell any specific amount of fund shares.
As of December 31, 2025, retail U.S. Fund AUM was approximately $75 billion, or 21% of retail AUM, as compared to $74 billion, or 22%, as of December 31, 2024, and $66 billion, or 23%, as of December 31, 2023. Retail non-U.S. Fund AUM, as of December 31, 2025, totaled $131 billion, or 37% of retail AUM, as compared to $127 billion, or 38%, as of December 31, 2024, and $107 billion, or 37%, as of December 31, 2023.
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Our Retail Services represented approximately 41%, 42% and 39% of our AUM as of December 31, 2025, 2024 and 2023, respectively, and the fees we earned from providing these services represented approximately 55%, 52% and 46% of our net revenues for the years ended December 31, 2025, 2024 and 2023, respectively. Our AUM and revenues are as follows:
Retail Services Assets Under Management
(by Investment Service)
Years Ended December 31 % Change
2025 2024 2023 2025-24 2024-23
(in millions)
Equity:
Equity Actively Managed $ 166,840 $ 160,638 $ 137,702 3.9 % 16.7 %
Equity Passively Managed (1)
40,993 37,608 34,582 9.0 8.8
Total Equity 207,833 198,246 172,284 4.8 15.1
U.S. 173,112 168,086 141,721 3.0 18.6
Global & Non-U.S. 34,721 30,160 30,563 15.1 (1.3)
Total Equity 207,833 198,246 172,284 4.8 15.1
Fixed Income:
Fixed Income Taxable 73,344 73,839 64,051 (0.7) 15.3
Fixed Income Tax-Exempt 56,513 44,652 33,014 26.6 35.3
Fixed Income Passively Managed (1)
9,588 10,212 11,066 (6.1) (7.7)
Total Fixed Income 139,445 128,703 108,131 8.3 19.0
U.S. 84,456 69,525 52,683 21.5 32.0
Global & Non-U.S. 54,989 59,178 55,448 (7.1) 6.7
Total Fixed Income 139,445 128,703 108,131 8.3 19.0
Alternatives/Multi-Asset Solutions (2) :
U.S. 2,817 2,808 2,724 0.3 3.1
Global & Non-U.S. 6,301 4,498 3,636 40.1 23.7
Total Alternatives/Multi-Asset Solutions 9,118 7,306 6,360 24.8 14.9
Total:
U.S. 260,385 240,419 197,128 8.3 22.0
Global & Non-U.S. 96,011 93,836 89,647 2.3 4.7
Total $ 356,396 $ 334,255 $ 286,775 6.6 % 16.6 %
Affiliated - EQH $ 47,145 $ 44,009 $ 40,516 7.1 % 8.6 %
Non-affiliated 309,251 290,246 246,259 6.5 17.9
Total $ 356,396 $ 334,255 $ 286,775 6.6 % 16.6 %
(1) Includes index and enhanced index services.
(2) Includes certain multi-asset solutions and services not included in equity or fixed income services
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Revenues from Retail Services
(by Investment Service)
Years Ended December 31 % Change
2025 2024 2023 2025-24 2024-23
(in thousands)
Equity:
Equity Actively Managed $ 930,244 $ 869,324 $ 732,186 7.0 % 18.7 %
Equity Passively Managed (1)
13,184 12,652 11,283 4.2 12.1
Total Equity 943,428 881,976 743,469 7.0 18.6
U.S. 744,277 685,686 556,751 8.5 23.2
Global & Non-U.S. 199,150 196,290 186,718 1.5 5.1
Total Equity 943,428 881,976 743,469 7.0 18.6
Fixed Income:
Fixed Income Taxable 449,958 443,908 373,659 1.4 18.8
Fixed Income Tax-Exempt 123,736 105,123 88,128 17.7 19.3
Fixed Income Passively Managed (1)
10,449 11,160 12,247 (6.4) (8.9)
Total Fixed Income 584,143 560,191 474,034 4.3 18.2
U.S. 183,259 147,419 118,288 24.3 24.6
Global & Non-U.S. 400,884 412,772 355,746 (2.9) 16.0
Total Fixed Income 584,143 560,191 474,034 4.3 18.2
Alternatives/Multi-Asset Solutions (2) :
U.S. 50,729 61,732 44,273 (17.8) 39.4
Global & Non-U.S. 24,926 17,794 13,499 40.1 31.8
Total Alternatives/Multi-Asset Solutions 75,655 79,526 57,772 (4.9) 37.7
Total Investment Advisory and Services Fees:
U.S. 978,265 894,837 719,312 9.3 24.4
Global & Non-U.S. 624,960 626,856 555,963 (0.3) 12.8
Consolidated company-sponsored investment funds 484 486 836 (0.4) (41.9)
Total 1,603,709 1,522,179 1,276,111 5.4 19.3
Distribution Revenues 787,255 703,174 569,485 12.0 23.5
Shareholder Servicing Fees 79,439 85,964 80,424 (7.6) 6.9
Total $ 2,470,403 $ 2,311,317 $ 1,926,020 6.9 % 20.0 %
Affiliated - EQH $ 23,853 $ 24,060 $ 21,842 (0.9 %) 10.2 %
Non-affiliated 2,446,550 2,287,257 1,904,178 7.0 20.1
Total $ 2,470,403 $ 2,311,317 $ 1,926,020 6.9 % 20.0 %
(1) Includes index and enhanced index services.
(2) Includes certain multi-asset solutions and services not included in equity or fixed income services.
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Private Wealth Management
We partner with our clients, embracing innovation and research to address increasingly complex challenges. Our clients include high-net-worth individuals and families who have created generational wealth as successful business owners, athletes, entertainers, corporate executives and private practice owners. We also provide investment and wealth advice to foundations and endowments, family offices and other entities. Our flexible and extensive investment platform offers a range of solutions, including separately-managed accounts, hedge funds, mutual funds and other investment vehicles, tailored to meet each distinct client's needs. Our investment platform is complemented with a wealth platform that includes complex tax and estate planning, pre-IPO and pre-transaction planning, multi-generational family engagement, and philanthropic advice in addition to tailored approaches to meeting the unique needs of emerging wealth and multi-cultural demographics (" Private Wealth Services ").
We manage accounts pursuant to written investment advisory agreements, which generally are terminable at any time or upon relatively short notice by any authorized party, and may not be assigned without the client's consent. For information about our investment advisory and services fees, including performance-based fees, see “ Risk Factors ” in Item 1A and “Net Revenues – Investment Advisory and Services Fees” in Item 7 .
Our Private Wealth Services represented approximately 18%, 17% and 17% of our AUM as of December 31, 2025, 2024 and 2023, respectively. The fees we earned from providing these services represented approximately 28%, 28% and 25% of our net revenues for 2025, 2024 and 2023. Our AUM and revenues are as follows:
Private Wealth Services Assets Under Management
(by Investment Service)
Years Ended December 31 % Change
2025 2024 2023 2025-24 2024-23
(in millions)
Equity:
Equity Actively Managed $ 60,104 $ 53,788 $ 50,351 11.7 % 6.8 %
Equity Passively Managed (1)
8,685 6,102 3,851 42.3 58.5
Total Equity 68,789 59,890 54,202 14.9 10.5
U.S. 45,247 39,056 33,639 15.9 16.1
Global & Non-U.S. 23,542 20,834 20,563 13.0 1.3
Total Equity 68,789 59,890 54,202 14.9 10.5
Fixed Income:
Fixed Income Taxable 20,833 18,712 18,201 11.3 2.8
Fixed Income Tax-Exempt 32,812 29,971 26,760 9.5 12.0
Fixed Income Passively Managed (1)
— — 2 n/m (100.0)
Total Fixed Income 53,645 48,683 44,963 10.2 8.3
U.S. 48,298 43,969 40,166 9.8 9.5
Global & Non-U.S. 5,347 4,714 4,797 13.4 (1.7)
Total Fixed Income 53,645 48,683 44,963 10.2 8.3
Alternatives/Multi-Asset Solutions (2) :
U.S. 10,933 9,504 6,923 15.0 37.3
Global & Non-U.S. 22,886 18,462 15,167 24.0 21.7
Total Alternatives/Multi-Asset Solutions 33,819 27,966 22,090 20.9 26.6
Total:
U.S. 104,478 92,529 80,728 12.9 14.6
Global & Non-U.S. 51,775 44,010 40,527 17.6 8.6
Total $ 156,253 $ 136,539 $ 121,255 14.4 % 12.6 %
(1) Includes index and enhanced index services.
(2) Includes certain multi-asset solutions and services not included in equity or fixed income services.
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Revenues from Private Wealth Services
(by Investment Service)
Years Ended December 31 % Change
2025 2024 2023 2025-24 2024-23
(in thousands)
Equity:
Equity Actively Managed $ 567,330 $ 552,321 $ 502,673 2.7 % 9.9 %
Equity Passively Managed (1)
34,301 24,473 14,711 40.2 66.4
Total Equity 601,631 576,794 517,384 4.3 11.5
U.S. 377,362 359,338 304,456 5.0 18.0
Global & Non-U.S. 224,269 217,456 212,928 3.1 2.1
Total Equity 601,631 576,794 517,384 4.3 11.5
Fixed Income:
Fixed Income Taxable 88,593 81,457 70,887 8.8 14.9
Fixed Income Tax-Exempt 142,140 134,814 124,438 5.4 8.3
Fixed Income Passively Managed (1)
— 8 13 (100.0) (38.5)
Total Fixed Income 230,733 216,279 195,338 6.7 10.7
U.S. 198,146 184,086 164,601 7.6 11.8
Global & Non-U.S. 32,587 32,193 30,737 1.2 4.7
Total Fixed Income 230,733 216,279 195,338 6.7 10.7
Alternatives/Multi-Asset Solutions (2) :
U.S. 317,305 311,875 223,518 1.7 39.5
Global & Non-U.S. 95,107 114,786 97,074 (17.1) 18.2
Total Alternatives/Multi-Asset Solutions 412,412 426,661 320,592 (3.3) 33.1
Total Investment Advisory and Services Fees:
U.S. 892,813 855,299 692,575 4.4 23.5
Global & Non-U.S. 351,963 364,435 340,739 (3.4) 7.0
Total 1,244,776 1,219,734 1,033,314 2.1 % 18.0 %
Distribution Revenues 31,000 23,293 16,528 33.1 40.9
Shareholder Servicing Fees 2,984 2,864 3,001 4.2 (4.6)
Total $ 1,278,760 $ 1,245,891 $ 1,052,843 2.6 % 18.3 %
(1) Includes index and enhanced index services.
(2) Includes certain multi-asset solutions and services not included in equity or fixed income services.
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Bernstein Research Services
On April 1, 2024, AB and Societe Generale (" SocGen ") completed their previously announced transaction forming a global joint venture with two joint venture holding companies, one outside of North America (" ROW JV ") and one within North America (" NA JV ", and together the " JVs "). As of December 31, 2025, AB owned a majority interest in the NA JV while SocGen owned a majority interest in the ROW JV. AB deconsolidated the Bernstein Research Services business (" Bernstein Research Services" or " BRS " ) and retained the Bernstein Private Wealth Management business within its existing U.S. broker dealer Sanford C. Bernstein & Co., LLC.
On January 1, 2026, AB entered into an Amended and Restated Shareholder agreement with SocGen (the " Amendment Agreement ") and exercised our option to deliver a 17.7% interest in the NA JV to SocGen resulting in AB owning a 49% interest in the NA JV. Subsequent to the Amendment Agreement, on January 1, 2026, AB and SocGen contributed their respective interests in the NA JV for an equal interest in ROW JV resulting in a single joint venture (the " AB/SG JV "). AB now owns a 49% interest in the AB/SG JV and SocGen owns a 51% majority interest. See Note 24 Divestitures to AB's consolidated financial statements in Item 8 for further discussion.
Prior to the deconsolidation of the BRS business, we earned revenues for providing investment research to, and executing brokerage transactions for, institutional clients. These clients compensated us principally by directing us to execute brokerage transactions on their behalf, for which we earned commissions, and to a lesser extent, by paying us directly for research through commission sharing agreements or cash payments. Bernstein Research Services accounted for approximately zero, 2% and 9% of our net revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
For information regarding trends in fee rates charged for brokerage transactions, see “Risk Factors” in Item 1A .
Our Bernstein Research Services revenues are as follows:
Revenues from Bernstein Research Services
Years Ended December 31 % Change
2025 2024 2023 2025-24 2024-23
(in thousands)
Bernstein Research Services $ — $ 96,222 $ 386,142 (100.0 %) (75.1 %)
Custody
Our U.S. based broker-dealer subsidiary acts as custodian for substantially all of our Private Wealth Management AUM and some of our Institutional AUM. Other custodian arrangements, directed by clients, or where clients authorize or instruct us to appoint a custodian on their behalf, include banks, trust companies, brokerage firms and other financial institutions.
People Management
As a leading global investment management firm, we bring together a wide range of insights, expertise, and innovation to advance the interests of our clients around the world. The intellectual capital and distinctive knowledge of our employees are collectively the most important assets of our firm, so the long-term sustainability and success of our firm is heavily dependent on our people. Our People team plays a central role in supporting our employees and advancing their work experience. We are keenly focused on fostering a culture of meritocracy; encouraging innovation; sourcing, developing, and retaining top performing talent; and consistently aligning employees’ incentives and risk taking with those of the firm.
As a result, we have a robust firm culture that helps us to elevate performance and drive excellence. Further, our firm’s role as a fiduciary is embedded in our culture and our day-to-day practices. As a fiduciary, our firm’s primary objective is to act in our clients' best interests and help them reach their financial goals.
Also, our Board of Directors (the " Board ") and committees of the Board, particularly our Compensation and Workplace Practices Committee, provide oversight into various matters affecting our people, including emerging people management risks and strategies to mitigate our exposure to those risks. These collaborative efforts contribute to the overall framework that guides how AB oversees a workforce that supports our values and drives our strategic initiatives.
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Talent Acquisition and Development
AB seeks to excel as an organization, in investment performance, client service, and being defined as an employer of choice. Across our global offices, we recruit and hire a workforce with diverse perspectives, backgrounds, and experiences. Our talent acquisition strategy helps us serve both our clients and our workforce, hand in hand, at an optimal level. We engage external organizations, including search firms and partnerships to assist in attracting and recruiting top talent at all levels. We also leverage technology tools to source and evaluate candidates against our needs and we continue to prioritize attracting the best talent throughout our search activities. Outside of traditional recruiting, we believe investing in emerging talent is key to our future planning. Both our internship and associate programs serve as robust pipelines for future leadership. The talent acquisition process is our firm’s first impression to future employees, and we strive to provide all candidates with a unique and compelling experience. We continue to enhance the firm’s recruiting efforts to include talent with a nontraditional path to financial services has been a focus area this year. We recognize that traditional recruitment efforts may not always provide access to the full range of top talent available in the marketplace. Therefore, we remain committed to implementing a recruiting strategy that is broad and includes partnering with community organizations, exploring alternative education and training programs, while more effectively leveraging the networks of our existing top performing talent leading to a valuable expansion of the pool of qualified applicants available to the firm.
We focus heavily on high candidate engagement, an efficient offer process and sound onboarding to support success. Learning and continued development are central to our talent strategy. In addition to an established culture of mentoring, we leverage technology to develop and deploy relevant coursework. Internal mobility is championed throughout the firm and progressing assignments of responsibility offer employees career growth and new opportunities. We remain highly committed to a culture of meritocracy and employee development, and believe that top performers expect and deserve this ongoing investment.
Employee Engagement and Fostering an Inclusive Culture
We believe a workforce is most engaged when employees feel connected to our culture. We seek to create a workplace where our people recognize the high importance of the work they do and enjoy the environment where the work gets done. By creating a culture of both high performance and accountability, we see employees thrive and contribute at their highest levels. It is important that our employees are not only connected to our business but also to the communities in which we operate. We offer many opportunities to volunteer, including our firm-wide philanthropic initiative, AB Gives Back. We prioritize the well-being of our staff through our global wellness programming, employee wellness groups, and our hybrid work schedule. Measuring engagement is key to understanding the views and perspectives of the organization. We utilize AB Voice, a periodic engagement survey designed to measure employee sentiment, to identify and address gaps that could impact productivity and retention.
AB is committed to promoting an inclusive workplace because we believe it has had a positive impact on our people, clients, and communities. In 2025, the workplace continued to undergo changes driven by various factors including rapid technological advances, evolving employee expectations, nuanced global needs and broader societal shifts. We have navigated the current dynamic environment by fostering a culture of continuous learning with a focus on employee engagement, exploring nontraditional recruiting sources, and locally driven inclusion initiatives.
We have prioritized initiatives and events that allow for learning, employee development and healthy discourse to cultivate an environment centered on inclusion. Our Employee Resource Groups hosted over 70 events which aimed to not only foster an inclusive work environment, but also contribute to business opportunities and the professional development of employees worldwide. Additionally, we leveraged data from our annual engagement survey to inform our decision-making process and gain a deeper understanding of the ever-changing needs of our diverse workforce across the globe.
Compensation and Benefits
We recognize the role that a competitive total reward offering plays in attracting and retaining top talent. Our pay practices include base salaries, annual cash bonuses, and, for employees with total compensation over $300,000 annually, a long-term incentive compensation award. These awards are generally denominated in restricted AB Holding Units. We utilize this structure with intentionality to foster a stronger sense of ownership by employees, aligning their interests with the interests of our Unitholders and our clients. We are a meritocracy and pay for performance under the auspices of providing compensation that is competitive and consistent with employee positions, skill levels, performance, experience, knowledge, and geographic location. Annually, we engage a compensation consulting firm to independently evaluate the accuracy of our executive compensation and to provide benchmarking against our industry peers. We also use these insights to make pay decisions for the broader organization. Periodically, we engage outside counsel to conduct privileged pay equity reviews. Pay is evaluated on an annual basis, with the firm providing merit-based and cost of living annual base salary increases, as well as incentive compensation. This information is communicated to employees at year-end. On occasion, pay is adjusted off-cycle due to internal transfer and/or promotion. Based on unique geographies, the firm makes benefits available to all eligible employees, including health insurance, paid and unpaid leaves, a self-directed retirement plan, and life and disability/accident coverage. We also offer a variety of voluntary benefits, ranging from adoption and surrogacy assistance to tuition reimbursement, which allows employees to select the offerings that meet their individual needs.
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Employees
As of December 31, 2025, our firm had 4,468 full-time employees as compared to 4,341 employees as of December 31, 2024.
Information about our Executive Officers
Please refer to "Item 10. Directors, Executive Officers and Corporate Governance" below for information relating to our firm's executive officers.
Service Marks
We have registered a number of service marks with the U.S. Patent and Trademark Office and various foreign trademark offices, including the mark “AllianceBernstein.” The logo set forth below is a service mark of AB:
In 2015, we established a new brand identity by prominently incorporating “AB” into our brand architecture, while maintaining the legal names of our corporate entities. With this and other related refinements, our company and each of its subsidiaries, including our Institutional and Retail businesses, are referred to as “AllianceBernstein ( AB )” or simply “AB.” Private Wealth Management is referred to as “AB Bernstein.”
Service marks are generally valid and may be renewed indefinitely, as long as they are in use and/or their registrations are properly maintained.
Regulation
Virtually all aspects of our business are subject to various federal and state laws and regulations, rules of various securities regulators and exchanges, and laws in the foreign countries in which our subsidiaries conduct business. These laws and regulations primarily are intended to protect clients and fund shareholders and generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws and regulations. Possible sanctions that may be imposed on us include the suspension of individual employees, limitations on engaging in business for specific periods, the revocation of the registration as an investment adviser or broker-dealer, censures and fines.
AB, AB Holding, the General Partner and five of our subsidiaries (Sanford C. Bernstein & Co., LLC (“ SCB LLC ”), AB Broadly Syndicated Loan Manager LLC, AB Custom Alternative Solutions LLC (" AB CAS "), AB Private Credit Investors LLC, and AB CarVal Investors, L.P.) are registered with the SEC as investment advisers under the Investment Advisers Act. Additionally, AB Holding is an NYSE-listed company and, accordingly, is subject to applicable regulations promulgated by the NYSE. Also, AB, SCB LLC and AB CAS are registered with the Commodity Futures Trading Commission (“ CFTC ”). AB is registered with the CFTC as a commodity pool operator (" CPO ") and commodity trading adviser (" CTA "); SCB LLC is registered with the CFTC as a CPO, CTA, and commodities introducing broker; and AB CAS is registered with the CFTC as a CPO.
Each U.S. Fund is registered with the SEC under the Investment Company Act and each Non-U.S. Fund is subject to the laws in the jurisdiction in which the fund is registered. For example, our platform of Luxembourg-based funds operates pursuant to Luxembourg laws and regulations, including Undertakings for the Collective Investment in Transferable Securities Directives, and is authorized and supervised by the Commission de Surveillance du Secteur Financier (“ CSSF ”), the primary regulator in Luxembourg. AllianceBernstein Investor Services, Inc., one of our subsidiaries, is registered with the SEC as a transfer and servicing agent.
SCB LLC and another of our subsidiaries, AllianceBernstein Investments, Inc., are registered with the SEC as broker-dealers, and both are members of the Financial Industry Regulatory Authority. AB Trust Company, LLC (" ABTC ") is registered with the New Hampshire Banking Department as a state chartered trust bank. ABTC serves as the trustee for our collective investment trusts.
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Many of our subsidiaries are subject to the oversight of regulatory authorities in the jurisdictions outside the United States in which they operate, including the Ontario Securities Commission, the Investment Industry Regulatory Organization of Canada, the European Securities and Markets Authority, the Financial Conduct Authority in the U.K., the CSSF in Luxembourg, the Financial Services Agency in Japan, the Securities & Futures Commission in Hong Kong, the Monetary Authority of Singapore, the Financial Services Commission in South Korea, and the Financial Supervisory Commission in Taiwan. While these regulatory requirements often may be comparable to the requirements of the SEC and other U.S. regulators, they are sometimes more restrictive and may cause us to incur substantial expenditures of time and money related to our compliance efforts. For additional information relating to the regulations that impact our business, please refer to "Risk Factors" in Item 1A .
History and Structure
We have been in the investment research and management business for more than 50 years. Sanford C. Bernstein was founded in 1967. Alliance Capital was founded in 1971 when the investment management department of Donaldson, Lufkin & Jenrette, Inc. (since November 2000, a part of Credit Suisse Group) merged with the investment advisory business of Moody’s Investors Service, Inc.
In April 1988, AB Holding “went public” as a master limited partnership. AB Holding Units, which trade under the ticker symbol “AB,” have been listed on the NYSE since that time.
In October 1999, AB Holding reorganized by transferring its business and assets to AB, a newly-formed operating partnership, in exchange for all of the AB Units (the “ Reorganization ”). Since the date of the Reorganization, AB has conducted the business formerly conducted by AB Holding and AB Holding’s activities have consisted of owning AB Units and engaging in related activities. Unlike AB Holding Units, AB Units do not trade publicly and are subject to significant restrictions on transfer. The General Partner is the general partner of both AB and AB Holding.
In October 2000, our two legacy firms, Alliance Capital and Sanford C. Bernstein, combined, bringing together Alliance Capital’s expertise in growth equity and corporate fixed income investing and its family of retail mutual funds, with Sanford C. Bernstein’s expertise in value equity investing, tax-exempt fixed income management, and Private Wealth Management.
As of December 31, 2025, the condensed ownership structure of AB is as follows (for a more complete description of our ownership structure, see “Principal Security Holders” in Item 12 ):
The General Partner owns 100,000 general partnership units in AB Holding and a 1.0% general partnership interest in AB. Including these general partnership interests, EQH, directly and through certain of its subsidiaries ( see “Principal Security Holders” in Item 12 ), had an approximate 68.3% economic interest in AB as of December 31, 2025.
Competition
We compete in all aspects of our business with numerous investment management firms, mutual fund sponsors, brokerage and investment banking firms, insurance companies, banks and other financial institutions that often provide investment products with similar features and objectives as those we offer. Our competitors offer a wide range of financial services to the same customers that we seek to serve. Some of our competitors are larger, have a broader range of product choices and investment capabilities, conduct business in more markets, and have substantially greater resources than we do. These factors may place us at a competitive disadvantage, and we can give no assurance that our strategies and efforts to maintain and enhance our current client relationships, and create new ones, will be successful.
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In addition, EQH and its subsidiaries provide financial services, some of which compete with those we offer. The AB Partnership Agreement specifically allows EQH and its subsidiaries (other than the General Partner) to compete with AB and to pursue opportunities that may be available to us. EQH and certain of its subsidiaries have substantially greater financial resources than we do and are not obligated to provide resources to us.
To grow our business, we believe we must be able to compete effectively for AUM. Key competitive factors include:
• our investment performance for clients;
• our commitment to place the interests of our clients first;
• the quality of our research;
• our ability to attract, motivate and retain highly skilled, and often highly specialized, personnel;
• the array of investment products we offer;
• the fees we charge;
• Morningstar/Lipper rankings for the AB Funds;
• our ability to sell our actively-managed investment services despite the fact that many investors favor passive services;
• our operational effectiveness;
• our ability to further develop and market our brand; and
• our global presence.
Competition is an important risk that our business faces and should be considered along with the other factors we discuss in “Risk Factors” in Item 1A .
Available Information
AB and AB Holding file or furnish annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to such reports, and other reports (and amendments thereto) required to comply with federal securities laws, including Section 16 beneficial ownership reports on Forms 3, 4 and 5, registration statements and proxy statements. We maintain an Internet site ( http://www.alliancebernstein.com ) where the public can view these reports, free of charge, as soon as reasonably practicable after each report is filed with, or furnished to, the Securities and Exchange Commission (" SEC "). In addition, the SEC maintains an Internet site ( http://www.sec.gov ) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Item 1A. Risk Factors
Please consider this section along with the description of our business in Item 1 , the competition section immediately above and AB’s financial information contained in Items 7 and 8 . The majority of the risk factors discussed below directly affect AB. These risk factors also affect AB Holding because AB Holding’s principal source of income and cash flow is attributable to its investment in AB. See also “Cautions Regarding Forward-Looking Statements” in Item 7 .
Business-related Risks
Our revenues and results of operations depend on the market value and composition of our AUM, which can fluctuate significantly based on various factors, including many factors outside of our control.
We derive most of our revenues from investment advisory and services fees, typically calculated as a percentage of the value of AUM on a specified date or as an average over a billing period. These fees vary based on the type of service, account size, and total assets managed for a client. Several factors can adversely affect our AUM and composition, including:
• Market Factors: Our AUM remain sensitive to global financial market volatility, such as the inflationary pressures and interest rate increases in 2022 and 2023, followed by interest rate decreases and renewed inflationary concerns in 2024, and the imposition of trade tariffs in 2025. Continued global economic uncertainty may lead to market volatility, potentially reducing our revenues and net income. Interconnected global economies mean that instability in one region can impact others. Political, social, or economic instability, wars (e.g., Ukraine and the Middle East), terrorism, health crises (e.g., COVID-19), natural disasters, and other unforeseen events can significantly affect financial markets and our AUM, revenues, and net income. Market volatility and reduced margin financing availability can limit liquidity, making it difficult to sell certain securities at their true value. While liquidity was stable in 2025, future deterioration could adversely affect our AUM, revenues, and net income.
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• Geographic and Geopolitical Factors: Our clients and our AUM are geographically diverse as approximately 25% of our clients are domiciled outside the US (primarily Europe, Asia, and the Americas) and approximately 37% of our AUM by Investment Services are non-US. Local or regional events including political, social, or economic instability, wars (e.g., Ukraine and the Middle East), challenges to currently recognized international borders (such as those made by China toward Taiwan), terrorism, health crises (e.g., COVID-19), natural disasters, and other unforeseen events can significantly affect our clients’ demand for our services, local and regional financial markets, and our AUM, revenues, and net income. Specifically, our clients and the investment funds we manage in mainland China, Taiwan, and Hong Kong, as well as any of our investment services with a regional investment focus in this geographic area, may be significantly impacted by a China/Taiwan conflict. The disputed status of Taiwan and the possibility of military conflict with China is a significant geopolitical risk that could materially impact our business in Taiwan.
• Client Preferences: Clients can withdraw their assets at any time with short notice. Shifts in market dynamics and investment trends, such as a move towards less risky investments by defined benefit plan sponsors and a shift to lower-fee passive services, may reduce interest in our investment products. Loss or decrease in AUM reduces our advisory and services fees and revenues.
• Our Investment Performance: Our success in achieving investment returns that match or exceed those of similar asset classes and competing services is crucial for retaining clients and attracting new ones. If our investment performance is poor, either in absolute terms or compared to peers and benchmarks, clients may redeem their assets, and potential clients might choose other investment firms.
• Investing Trends: The fees we charge for our various investment products and services can vary widely. Our overall fee income changes as clients move their assets between accounts or products with different fee structures. For more details on our fee rates, see “Net Revenues” in Item 7 ).
• Service Changes: We might need to lower our fees, change our fee structures, or adjust the services we offer due to factors like new regulations, advancements in asset management technology (such as algorithmic strategies and new financial technologies), court rulings, and competitive pressures. Lowering our fees would decrease our revenue.
• Interest Rate Changes: Changes in interest rates, especially rapid and significant increases, can negatively impact investor interest in and the value of our fixed income and multi-asset investment portfolios.
• The AI Trade: A significant change in AI adoption rates in the global economy and investments in the companies that provide the AI infrastructure could have a meaningful impact on US equity market returns.
A decrease in the value or amount of our AUM, an adverse mix shift in our AUM, or a reduction in our fee levels would negatively impact our investment advisory fees and revenues. Reduced revenues, without a corresponding decrease in expenses, would adversely affect our operating results.
The shift from actively managed investment services to passive services has negatively impacted our investment advisory and services fees, revenues and results of operations, and this trend may continue.
The competitive landscape has become tougher as active managers, who select individual securities, have generally underperformed compared to passive services, which follow market indices. This general underperformance has reduced the flows into actively managed funds, and increased the flows into passive strategies. Achieving organic growth through net inflows remains challenging for active managers like us and requires gaining market share from other active managers.
Our reputation could suffer if we are unable to deliver consistent, competitive investment performance.
Our business relies on the trust and confidence of our clients. Damage to our reputation, such as from poor or inconsistent investment performance, can significantly reduce our AUM and hinder our ability to maintain or grow our business.
EQH and its subsidiaries provide a significant amount of our AUM and fund a significant portion of our new product initiatives, and if our agreements with them terminate or they withdraw capital support it could have a material adverse effect on our business, results of operations and/or financial condition.
EQH, our parent company, and its subsidiaries are our largest client, representing about 16% of our AUM as of December 31, 2025, and contributing approximately 4% of our net revenues. Our investment management agreements with EQH can be terminated at any time or on short notice by either party, and EQH is not obligated to maintain any level of AUM with us. Termination of these agreements by EQH could have a material adverse effect on our business, results of operations, and financial condition.
Our business is dependent on investment advisory agreements with clients, and selling and distribution agreements with various financial intermediaries and consultants, which generally are subject to termination or non-renewal on short notice.
We generate most of our revenue through written investment management agreements with institutional investors, mutual funds, private wealth clients, and selling and distribution agreements with financial intermediaries that distribute AB Funds, including our active ETFs. These agreements, including those with EQH and its subsidiaries, can generally be terminated at any time or with short notice by either party. The investment management agreements for U.S. Funds must be reviewed and
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approved annually by the Funds’ boards of directors, most of whom are independent. There is no guarantee that these boards will approve the agreements each year or that they won't impose unfavorable terms. Additionally, investors in AB Funds can redeem their investments without notice. Termination or non-renewal of a significant number of these agreements, or a substantial increase in redemption rates, could negatively impact our operations and business prospects.
Similarly, our selling and distribution agreements with securities firms, brokers, banks, and other financial intermediaries can be terminated by either party with notice (usually 30 days) and do not require the intermediaries to sell a specific amount of fund shares. These intermediaries often offer competing investment products. Some institutional investors rely on consultants to choose investment advisers, and our services may not always be recommended by these consultants. This could lead to clients moving their assets to other advisers, resulting in significant net outflows.
Lastly, our Private Wealth Services depend on referrals from financial planners, registered investment advisers, and other professionals. We cannot be certain that we will continue to receive these referrals. Losing access to these referrals could adversely affect our operations and business prospects.
Performance-based fee arrangements with our clients may cause greater fluctuations in our net revenues.
We sometimes charge performance-based fees, which include a base advisory fee plus an additional fee based on investment results, either in absolute terms or relative to a benchmark. Some of these fees have a high-watermark provision, meaning if a client account underperforms, it must recover losses before we can earn future performance-based fees. Failure to meet performance targets means no performance-based fee for that period, and high-watermark provisions can impair future fee earnings.
We earn performance-based fees on 7.3%, 7.6% and 0.4% of the assets we manage for institutional clients, private wealth clients and retail clients, respectively (in total, 4.5% of our AUM). An increase in AUM subject to performance-based fees could lead to greater revenue and earnings volatility. Our performance-based fees were $185.3 million, $271.0 million and $144.9 million in 2025, 2024 and 2023, respectively.
We may be unable to develop new products and services, and the development of new products and services may expose us to reputational harm, additional costs or operational risk.
Our financial performance relies on our ability to quickly adapt to changes in the asset management industry, meet evolving client needs, and develop, market, and manage new investment products and services. Creating new products, including those focused on specific industries, sectors, or criteria like ESG, requires continuous innovation, significant time, resources, and ongoing support.
Introducing new products and services involves substantial risks and uncertainties, such as establishing appropriate operational controls, adapting to shifting client and market preferences, facing competition, and complying with regulatory requirements. We cannot guarantee that we will successfully develop new products and services within the necessary timeframes. Failure to do so, or to manage the associated operational risks effectively, could damage our reputation, increase costs, and negatively impact our AUM, revenues, and operating income.
Fluctuations in the exchange rates between the U.S. dollar and various other currencies can adversely affect our AUM, revenues and results of operations.
Although much of our net revenues, expenses, and AUM are currently denominated in U.S. dollars, we have subsidiaries and clients outside the U.S. with different functional currencies. A weakening of these currencies relative to the U.S. dollar reduces the U.S. dollar value of our revenues and AUM denominated in those currencies. Consequently, fluctuations in U.S. dollar exchange rates impact our AUM, revenues, and reported financial results. Our efforts to hedge against these fluctuations may not be successful, potentially negatively affecting our revenues and financial results.
Our seed capital investments are subject to market risk. While we enter into various futures, forwards, swap and option contracts to economically hedge many of these investments, we also may be exposed to market risk and credit-related losses in the event of non-performance by counterparties to these derivative instruments.
We have a seed investment program to build track records and support marketing for our new products. These investments are subject to market risk. Our risk management team oversees a seed hedging program to minimize this risk, considering practical and cost factors. However, not all seed investments are hedged, exposing us to market risk. Additionally, we may face basis risk, as we cannot always precisely hedge our market exposure, leading to potential relative spreads between market sectors. Consequently, capital market volatility can significantly impact our financial and operating results.
We use various derivative instruments, such as futures, forwards, swaps, and options, in our seed hedging program. While we hedge broad market risks, our hedges are imperfect, leaving some market risk. Furthermore, using derivatives introduces counterparty risk (the risk of credit-related losses if counterparties fail to perform), regulatory risk (e.g., short selling restrictions), and cash/synthetic basis risk (the risk that underlying positions do not move identically to related derivatives).
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We may engage in strategic transactions that could pose risks.
As part of our business strategy, we consider strategic transactions (such as our insurance sidecar transactions with Ruby Reinsurance Company and Fortitude Carlyle Asia Reinsurance, Ltd), including acquisitions (e.g., CarVal Investors in 2022), dispositions, mergers, consolidations, and joint ventures (e.g., our partnership with SocGen). These transactions may involve significant risks and challenges, including:
• adverse effects on our earnings if acquired intangible assets or goodwill become impaired;
• unknown liabilities or contingencies that arise post-closing;
• exposure to a new regulatory regime;
• potential disputes with counterparties; and
• increased leverage or dilution of existing Unitholders if transactions are funded with AB Units or AB Holding Units.
Acquisitions also pose the risk of losing customers or employees and underperforming relative to expectations. Additionally, losing investment personnel may result in losing expected AUM, adversely affecting our results of operations.
We carry non-controlling interests of joint ventures on our balance sheet that impact our financial performance.
Our business includes non-controlling interests in joint ventures, which pose several risks to our financial condition and results. As a non-controlling partner, we have limited influence over operations and strategic decisions, which may not align with our objectives. Each joint venture's actions could impact its profitability and our share of earnings. Financial difficulties or operational challenges may require us to impair the investment's value in our financial statements. Disputes with partners could lead to costly litigation or dissolution of the joint venture. These factors could reduce our investment returns and negatively impact our financial performance.
We are the guarantor of certain guarantees and credit lines of our consolidated and unconsolidated affiliates, over which we may have limited influence.
As guarantor for certain guarantees and credit lines of our subsidiaries, we face significant financial risks if any subsidiary experiences financial distress or defaults. In such cases, we may need to fulfill these commitments, which could affect our liquidity and financial condition.
We may not accurately value the securities we hold on behalf of our clients or our company investments.
In accordance with applicable regulatory requirements, contractual obligations or client direction, we have procedures for pricing and valuing securities and other positions in client accounts or company investments. Our Valuation Committee and sub-committees, comprising senior officers and employees, oversee a consistent framework of pricing controls and valuation processes for the firm and its advisory affiliates. If market quotations for a security are unavailable, the Valuation Committee determines its fair value.
Extraordinary market volatility, liquidity constraints, or failure to consider all factors when determining fair value could lead to improper valuation of securities. This could result in inaccurate AUM figures, incorrect net asset values for company-sponsored funds, and inaccurate financial reporting. Although the percentage of our AUM based on limited market observability is not significant, inaccurate valuations can harm clients, create regulatory issues, and damage our reputation.
The quantitative and systematic models we use in certain of our investment services may contain errors, resulting in imprecise risk assessments and unintended output.
We use quantitative and systematic models in many of our investment services, often alongside fundamental research. These models are developed by senior quantitative professionals and implemented by IT professionals. Our Model Risk Oversight Committee, supported by the Model Risk Team, oversees the model governance framework and review activities. However, due to the complexity and data dependency of these models, errors may occur, and our controls might fail to detect them. Undetected errors could lead to client losses and reputational damage.
The financial services industry is intensely competitive.
We compete based on factors such as investment performance, range of services, innovation, reputation, and price. Our global presence means we often face competitors with more experience and established relationships in local markets, potentially hindering our expansion. If we fail to maintain or improve our investment performance, client flows may suffer, making competition more challenging.
Increased competition could reduce the demand for our products and services, adversely affecting our financial condition, results of operations and business prospects. For more information regarding competitive factors, see “Competition” in Item 1 .
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People-related Risks
We may be unable to continue to attract, motivate and retain key personnel, and the cost to retain key personnel could put pressure on our adjusted operating margin.
Our business relies on attracting, motivating, and retaining highly skilled technical, investment, managerial, and executive personnel. The market for these professionals is extremely competitive, and their departure could lead to losing client accounts or fewer new business opportunities, adversely affecting our operations and prospects.
A decline in revenues may limit our ability to offer competitive compensation, and maintaining or increasing pay without a revenue increase could negatively impact our operating margin. For additional information regarding our compensation practices, see "Compensation Discussion and Analysis" in Item 11.
The relocation of our headquarters may present issues that were not initially envisioned.
We have relocated many positions from the New York metropolitan area to our new corporate headquarters in Nashville, Tennessee ( see “Relocation Strategy” in Item 7 for more details). While the transition period has been completed, and the associated transition costs and favorable EPU impact have been in line with our estimates, the ongoing long term impact of this move is uncertain and may affect our ability to motivate and retain current employees and hire qualified staff in Nashville.
Employee misconduct, which can be difficult to detect and deter, could harm us by impairing our ability to attract and retain clients and subjecting us to significant regulatory scrutiny, legal liability and reputational harm.
The financial services industry has seen several high-profile cases of employee fraud and misconduct, and we are not immune. Misconduct could involve the improper use or disclosure of confidential information, leading to legal action, regulatory sanctions, and reputational or financial harm. Additionally, fraud, bribery, and other deceptive practices by our employees could result in regulatory scrutiny, legal liability, and reputational damage.
Operational, Technology and Cyber-related Risks
Technology failures and disruptions, including failures to properly safeguard confidential information, can significantly constrain our operations and result in significant time and expense to remediate, which could result in a material adverse effect on our results of operations and business prospects.
We heavily rely on software and related technologies, both proprietary and from third-party vendors, for various business functions such as obtaining securities pricing, processing client transactions, storing data, and providing client reports. Despite our security measures and business continuity plans, we may still face system delays and interruptions due to natural disasters, hardware failures, software defects, power outages, acts of war, cyber attack or third-party failures. These issues could prevent us from performing critical business functions or complying with regulatory requirements, leading to loss of client confidence, reputational damage, disciplinary action, and liability.
Many of our software applications are licensed from third-party vendors who also provide support, upgrades, and maintenance. Suspension or termination of these licenses or services could cause temporary system delays or interruptions. Additionally, rapid technological advancements may allow competitors to implement more advanced platforms, putting us at a competitive disadvantage and negatively impacting our operations and business prospects.
We also risk losses if we fail to protect sensitive and confidential information. We handle and transmit confidential client and employee information and proprietary business data. Despite our protective measures, our systems could be vulnerable to cyber attacks or unauthorized access, including from insiders. Such breaches could expose our proprietary information to competitors, require significant resources to address, harm our reputation, and result in liability under data protection laws, increasing costs or reducing revenues.
We have recently transitioned to a new third-party financial accounting system.
At the start of the current fiscal year, we migrated our core financial accounting systems and corporate books and records to a third-party platform, resulting in significant changes to our operational processes and financial reporting workflows. Every component of this transition was carefully managed and a diligent testing plan was executed in preparation for this migration, but any project of this size exposes us to several risks, including increased reliance on the third-party service provider for the availability, security, and integrity of our financial data. Any service interruptions, cybersecurity incidents, or failures by the vendor to meet contractual obligations could impair our ability to process transactions or prepare accurate and timely financial statements. Additionally, the implementation of new internal controls over financial reporting may result in material weaknesses or significant deficiencies if not properly designed or executed. Furthermore, if the new system does not adequately support our regulatory record-keeping obligations, we could face regulatory scrutiny or enforcement actions.
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We are undergoing a multi-year transition to replace our core investment management technology systems, which subjects us to significant operational, financial, and strategic risks.
We have commenced a multi-year, phased initiative to replace our existing investment management technology suite with a new set of integrated systems that we expect to improve our ability to manage client assets while reducing our operating expenses. This transition is complex and involves significant risks, including potential operational disruptions, data integrity and security issues. Material failures in the implementation process could impair our ability to manage client assets, execute trades, or fulfill regulatory reporting obligations. In addition, the migration process increases the risk of data loss, corruption, or compromise of sensitive information could result in regulatory fines, legal claims, and reputational harm. While we have implemented project management protocols, data validation and security measures, and vendor oversight procedures, there can be no assurance that these controls will be effective or that the new systems will deliver the anticipated efficiencies or cost savings. Any of these factors, alone or in combination, could have a material adverse effect on our business.
Our increasing integration of artificial intelligence ("AI") and machine learning into our investment processes and business operations subject us to potential legal, financial and reputational risks.
We are increasingly integrating artificial intelligence (AI) and machine learning tools into our investment research, portfolio management, back-office operations, client services and corporate functions. The use of these technologies introduces the potential for certain new risks, including lack of transparency in AI-driven outputs, potential data inaccuracies, model hallucinations and increased exposure to cybersecurity threats. While the firm has made significant investment in the oversight and management of the firm's employees' use of AI, we may not prevent all improper uses of AI by our staff. If employees of the firm use these tools in ways that are inconsistent with firm policy and training or we are unable to identify flawed or biased outputs, we could face regulatory scrutiny, legal claims, or reputational harm. Additionally, the regulatory environment for AI is rapidly evolving, and a material failure to comply with new laws or SEC rules could result in fines or enforcement actions.
Any significant security breach of our information and cyber security infrastructure, as well as our failure to properly escalate and respond to such an incident, may significantly harm our operations and reputation.
Ensuring the continuity and effectiveness of our information and cyber security infrastructure, policies, procedures, and capabilities is crucial to protect our systems and data. Although we have a robust cybersecurity infrastructure and incident preparedness strategy that we test frequently, we may not always be able to prevent or properly respond to a cyber incident. Despite our protective measures, including advanced security technology, our systems may still be vulnerable to unauthorized access, supply chain attacks, computer viruses, and other security threats, such as cybercriminal attacks (e.g., phishing and ransomware). These threats could significantly harm our operations, reduce our ability to service our clients and could damage our reputation. The impacts of which could lead to litigation, regulatory scrutiny, and cause us to incur significant remediation costs. For more details see "Cybersecurity" in Item 1C .
Climate change and other unpredictable events, including outbreak of infectious disease, natural disaster, dangerous weather conditions, technology failure, terrorist attack and political unrest, may adversely affect our ability to conduct business.
War, terrorist attacks, political unrest, power failures, climate change, natural disasters, and pandemics (such as COVID-19) could disrupt our operations by:
• decreasing investor confidence and making investment products less attractive;
• causing loss of life;
• triggering technology failures or delays;
• breaching our information and cyber security infrastructure; and
• requiring substantial capital expenditures and operating expenses to remediate damage and restore operations.
Climate change may increase the severity and frequency of disasters, affect our investment portfolio, and influence investor sentiment. It may also lead to regulatory changes impacting the companies in which we invest.
Despite our contingency plans, including system security measures, information backup, and disaster recovery processes, disruptions in infrastructure (electrical, communications, transportation) in key business centers (Nashville, New York City, San Antonio, London, Hong Kong, and India) could adversely affect our operations. If employees cannot access offices or communicate and travel, our business with clients may suffer, and contingency plans may fail.
Unauthorized access, system failures, or data loss could lead to legal proceedings, regulatory penalties, operational disruptions, and reputational damage. Loss of experienced staff or inadequate work facilities could also disrupt operations, affecting our financial condition and business prospects. Our property and business interruption insurance may not cover all potential losses.
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Our own operational failures or those of third parties on which we rely, including failures arising out of human error, could disrupt our business, damage our reputation and reduce our revenues.
Weaknesses or failures in our internal processes or systems could disrupt operations, lead to client liability, disciplinary action, or harm our reputation. Our business relies on processing large, complex transactions daily across diverse markets, adhering to client guidelines and regulatory standards.
We must exercise skill, care, and prudence in our services. Despite our highly trained employees, the volume of transactions makes occasional errors likely. If a mistake causes financial harm to a client, we must promptly rectify it. Significant errors can materially affect our reputation, operations, and business prospects.
The individuals and third-party vendors on whom we rely to perform services for us or our clients may be unable or unwilling to honor their contractual obligations to us.
We rely on various counterparties and third-party vendors to enhance our investment, operational, financial, and technological capabilities. However, using third-party vendors does not diminish our responsibility to meet client and regulatory obligations. During market stress, default rates, credit downgrades, and collateral valuation disputes can increase significantly.
Financial market disruptions and economic challenges may cause our counterparties and vendors to face cash flow problems or insolvency, leading to significant costs and impairing our business operations. Weaknesses or failures in a vendor's processes, systems, or business continuity plans can disrupt our operations.
Additionally, vendors may lack the infrastructure to safeguard our confidential data effectively. If we cannot manage the risks associated with third-party relationships, we may face fines, disciplinary action, and reputational damage.
We may not always successfully manage actual and potential conflicts of interest that arise in our business.
We must increasingly manage actual and potential conflicts of interest, including situations where our services to one client may conflict with another's interests. Failure to address these conflicts adequately could harm our reputation, operations, and business prospects. We have procedures and controls to identify and mitigate conflicts, including preventing improper information sharing. However, managing conflicts is complex. If we fail, or appear to fail, in handling conflicts appropriately, our reputation could suffer, and clients may be less willing to engage with us. Additionally, potential or perceived conflicts could lead to litigation or regulatory enforcement actions.
Maintaining adequate liquidity for our general business needs depends on certain factors, including operating cash flows and our access to credit on reasonable terms.
Our financial condition depends on cash flow from operations, which is influenced by capital market performance, our ability to maintain and grow AUM, and other factors beyond our control. Adverse market conditions, profitability, perceived creditworthiness, and changes in government regulations, including tax and interest rates, may limit our ability to issue debt or borrow on reasonable terms. Our access to credit also depends on our firm's credit ratings.
In 2025, Moody’s and Standard & Poor's affirmed our long-term and short-term credit ratings with a stable outlook. However, future downgrades could increase borrowing costs and limit capital market access, potentially leading to unanticipated costs or revised strategic plans, adversely affecting our financial condition, operations, and business prospects.
An impairment of goodwill may occur.
Determining goodwill impairment requires significant management judgment. Prolonged depressed securities valuations, deteriorating market conditions, or significant net redemptions can adversely affect our AUM, revenues, profitability, and unit price. Although the AB Holding Unit price is one factor in fair value calculation, significant declines make it harder to conclude that fair value exceeds carrying value.
Economic conditions also impact control premiums, industry earnings multiples, and discount rates, potentially leading to more frequent impairment tests based on negative assumptions and future cash flow projections. This could result in a material charge to our earnings. For more information on our impairment testing, see Item 7 .
The insurance that we purchase may not fully cover all potential exposures.
We maintain various types of insurance, including professional liability, errors & omissions, fidelity, cyber, property, casualty, and business interruption. However, this insurance may not cover all business risks and is subject to exclusions, limitations, high deductibles, and maximum limits. Some types of insurance may not always be available on commercially acceptable terms or at all. We cannot guarantee that claims will be covered by our policies, will not exceed our coverage, or that insurers will remain solvent. Future coverage may not be obtainable at current levels, and premiums may increase significantly. Additionally, if our affiliates exclude us from joint insurance arrangements, we may need to secure stand-alone coverage with potentially less favorable terms and higher costs.
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Legal and Regulatory-related Risks
Our business is subject to pervasive, complex and continuously evolving global regulation, compliance with which involves substantial expenditures of time and money, and violation of which may result in material adverse consequences.
Our business is subject to federal and state laws, securities regulations, exchange rules, and foreign jurisdiction laws. Violations could result in civil or criminal liability, sanctions, license or registration revocation, fines, or business suspension. Such outcomes could materially affect our financial condition, operations, and business prospects. Even without a finding of wrongdoing, regulatory proceedings could require significant time and money and potentially damage our reputation.
Global regulators have increased oversight of financial services, impacting our business with new and proposed regulations, especially in investment management. Compliance has also become more expensive and time-consuming. For example, regulatory focus on ESG practices remains significant. The SEC continues to scrutinize ESG investment labeling to prevent misleading claims. Privacy regulations such as the General Data Protection Regulation ( "GDPR" ) in Europe have strengthened privacy rules for organizations handling personal data, granting individuals more rights and control over the use of their personal data, and greatly increasing penalties for noncompliance. In many other jurisdictions in which our subsidiaries operate, there is ongoing change to update and strengthen privacy regulations in a manner similar to GDPR. The European Commission's (the " EU ") action plan and the EU Sustainable Finance Disclosure Regulation also impose increased restrictions, disclosure obligations, and compliance costs, with potential reputational risks.
Our fund management company (“ FMC ”) operations in China are subject to a number of regulatory risks, created by an opaque political system, evolving regulatory environment and complex data security and data transfer regulations. Foreign governments like China could retaliate against businesses like ours for decisions made by the US government in areas like sanctions and tariffs. China's cybersecurity laws and regulations can be complex and may require companies to store data locally. Restrictions on transfers of certain types of onshore entity business information also may limit our ability to aggregate, report, and monitor such data on our global platform. These factors may increase compliance risk and costs, including the possibility that a breach of local regulation could result in penalties, fines and the revocation of our FMC license.
We are involved in various legal proceedings and regulatory matters and may be involved in such proceedings in the future, any one or combination of which could have a material adverse effect on our reputation, financial condition, results of operations and business prospects.
We are involved in various regulatory inquiries, administrative proceedings, and litigation, some alleging significant damages, with potential for future involvement in additional matters. Litigation carries significant uncertainties, particularly when plaintiffs allege substantial or indeterminate damages, the litigation is in its early stages, or when the litigation is highly complex or broad in scope.
Structure-related Risks
The partnership structure of AB Holding and AB limits Unitholders’ abilities to influence the management and operation of AB’s business and is highly likely to prevent a change in control of AB Holding and AB.
The General Partner has exclusive authority to manage and operate AB Holding and AB, unless otherwise stated in their Amended and Restated Partnership Agreements. AB Holding and AB Unitholders have limited voting rights compared to corporate common stockholders. Unitholders cannot vote for directors of the General Partner and can only vote on certain extraordinary matters, including the removal of the General Partner under specific circumstances. The AB Partnership Agreement also restricts the transfer of AB Units and effectively prevents the removal of the General Partner, making a change in control of AB’s management highly unlikely.
AB Units are illiquid and subject to significant transfer restrictions.
There is no public trading market for AB Units, and we do not expect one to develop. The AB Partnership Agreement restricts participation in a public trading market to avoid classification as a "publicly traded partnership" (“ PTP ”) under Section 7704 of the Internal Revenue Code (the “ Code ”), rendering any such transfer void. AB Units also face significant transfer restrictions, requiring written consent from EQH and the General Partner. Transfers that risk AB being treated as a corporation for tax purposes are generally not permitted. EQH and the General Partner have a transfer program that requires sellers to find buyers and imposes annual volume restrictions. You can request a copy of the transfer program from our Corporate Secretary or find it as Exhibit 10.07 in this Form 10-K.
Changes in the treatment of AB Holding and AB as partnerships for tax purposes would have significant tax ramifications.
AB Holding has elected to be taxed as a PTP under Section 7704(g) of the Internal Revenue Code, with a 3.5% federal tax on its gross income from active business. To maintain its PTP status, AB Holding cannot directly or indirectly (through AB) enter into a substantial new line of business. A new line of business is defined as one not closely related to AB’s historical activities, and it becomes substantial if it generates more than 15% of the partnership's gross income or uses more than 15% of its assets (by value).
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Additionally, AB Units must not be considered publicly traded to maintain AB’s status as a private partnership for tax purposes. If AB Holding or AB were taxed as a corporation, Unitholders would face double taxation: first at the corporate level, then on dividends received.
Both AB Holding and AB are subject to a 4.0% New York City unincorporated business tax (" UBT "), with AB Holding able to offset UBT credits paid by AB. There are no assurances that AB Holding will remain a PTP or continue to receive the current tax benefits associated with being a PTP.
Changes in tax law governing us or an increase in business activities outside the U.S. could have a material impact on us.
Legislative proposals, if enacted when proposed, could materially affect us, but their outcomes are unpredictable. AB management is monitoring potential impacts of new legislation. AB's non-U.S. subsidiaries are subject to local taxes. Increased operations abroad or changes in foreign tax laws or rates could raise AB's effective tax rate.
If any audit by the Internal Revenue Service ("IRS") of our income tax returns for any of our taxable years beginning after December 31, 2017 results in any adjustments, the IRS may collect any resulting taxes, including any applicable penalties and interest, directly from us, in which case our net income and the cash available for quarterly Unitholder distributions may be substantially reduced.
For taxable years beginning after December 31, 2017, a "partnership representative" that we designate (a “ Partnership Representative ”) has sole authority to act on our behalf in IRS audits and similar state or local audits. Actions taken by the Partnership Representative will be binding on us and our Unitholders.
In an audit of a partnership's taxable years starting after December 31, 2017, the IRS typically adjusts at the partnership level in the year the audit is resolved. We may collect any resulting tax liability (and related interest or penalties) from Unitholders based on their percentage interests, but there is no guarantee we will do so. If we do not collect this tax liability from our Unitholders, our net income and available cash for quarterly distributions could decrease. As a result, current Unitholders may bear some or all of the tax liability, even if they did not own Units during the audited year.
Additionally, we may request adjustments to passive losses from certain audits, which could reduce suspended passive loss carryovers.
We may also make a “push-out” election, which would require our Unitholders to account for audit adjustments on their tax returns. This may require Unitholders to provide certain information to us, including details about beneficial owners. However, we are not required to make this election and may be unable or unwilling to do so. If we do not make the push-out election, we would have to pay any taxes resulting from the adjustments, which would reduce the cash available for distribution to Unitholders.
Non-U.S. unitholders may be subject to withholding tax on the sale of their AB Units or AB Holding Units, as well as on distributions, and we may be liable for any under-withholding.
Gain or loss from the sale or exchange of a partnership unit by a non-U.S. unitholder is treated as effectively connected with a U.S. trade or business and subject to U.S. federal income tax if the non-U.S. unitholder would have had effectively connected gain or loss on a hypothetical sale of the partnership's assets at fair market value. A transferee must withhold 10% of the amount realized on the transfer unless an exception applies.
Distributions by a PTP to a non-U.S. unitholder are also subject to U.S. withholding tax if the PTP has effectively connected gross income, gain, or loss. A transferee is not required to withhold tax if it relies on a certification from the transferor or the partnership that an exception applies. If a transferee fails to withhold when required, AB must withhold on distributions to the transferee to cover the liability.
A broker is not required to withhold on the transfer of a PTP interest or on a PTP distribution if the PTP certifies that the "10% exception" applies. This exception applies if the PTP was not engaged in a U.S. trade or business during a specified period, or if a hypothetical sale of the PTP's assets would result in less than 10% of the total net gain being effectively connected with a U.S. trade or business, or no gain would be effectively connected. To certify this, the PTP must issue a "qualified notice" indicating it qualifies for the exception, which we have done and will continue to do. The notice must state the distribution amounts attributable to each income group specified in the Treasury Regulations, be posted on the PTP's primary public website for 10 years, and be delivered to any registered nominee holder. A broker cannot rely on the certification if it knows it is incorrect or unreliable.
As a PTP, AB Holding may be liable for any under-withholding by a broker relying on a qualified notice if we fail to make a reasonable estimate of the amounts required for the 10% exception.
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Item 1B. Unresolved Staff Comments
Neither AB nor AB Holding has unresolved comments from the staff of the SEC to report.
Item 1C. Cybersecurity
Cyber Risk Management and Strategy
Through a combination of security, risk and compliance resources, AB implements information security through a dedicated Information Security Program (" ISP ") that is intended to identify, assess and manage material risks from cybersecurity threats and which includes a focus on safeguarding information and assets from cyber threats, engaging in cyber threat monitoring and responding to actual or potential cyber incidents. Our ISP is led by our Chief Information Security Officer (" CISO ") who actively partners with our Chief Compliance Officer (" CCO ") and Chief Risk Officer "(" CRO "). Ultimately, our ISP is part of our full enterprise risk framework, which includes information technology, business continuity and resiliency, in addition to cybersecurity risk. Enterprise risk, including cybersecurity risk, is overseen by the Audit and Risk Committee (" Audit Committee ") on behalf of the Board.
Our CISO, with assistance from internal and external resources, is responsible for implementing and providing oversight of our ISP. The ISP employs a defense-in-depth strategy: an information assurance concept in which multiple layers of security controls are distributed throughout an operating environment. The defense-in-depth strategy manages risk with diverse defensive strategies, so that if one layer of defense fails, another layer of defense will attempt to compensate. Our ISP features cybersecurity policies, standards and guidelines, committee governance, training, access controls and data controls. We periodically execute table top exercises as a part of our ISP program.
Our ISP, together with our risk and compliance resources, proactively manage the risk of threat from cybersecurity incidents through (i) implementing protocols to take cybersecurity considerations into account in adopting and onboarding our technology resources, (ii) monitoring IT controls to better ensure compliance with cybersecurity and other related legal and regulatory requirements, (iii) periodically assessing adherence by critical and material third parties we partner with to ensure that the appropriate risk management standards are met, (iv) essential business functions remaining available during a business disruption, and (v) regularly developing and updating response plans to address potential IT or cyber incidents should they occur. We also maintain an operational security function that has a real time response capability that triages potential incidents and triggers, as appropriate, impact mitigation protocols. Additionally, we utilize third parties to conduct periodic cybersecurity assessments to identify, assess, manage, and as appropriate, mitigate and respond to cybersecurity risks, and our internal audit function includes certain cyber risk audits as part of its overall risk audit. Our cybersecurity processes rely predominantly on internal resources, but also include important third party resources for certain matters, including the aforementioned assessments as well as our continuous cybersecurity threat monitoring and initial incident reporting system.
As part of our ISP, we also perform cyber risk assessments on our third party vendors where we deem appropriate based on our risk assessment of such vendors, then periodically thereafter.
As of the date of this report, the Company is not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business, financial condition or results of operations. However, there can be no assurance that the Company will not be materially affected by such risks. See Item 1A Risk Factors - Operations, Technology and Cyber-Related Risks for a discussion of cybersecurity risks.
Cyber Risk Governance
The Audit Committee is responsible for assisting the Board with oversight of our enterprise risk framework, including cybersecurity, information security, information technology and business continuity and resiliency. Our CISO and other members of senior management including our General Counsel, CCO and CRO report quarterly to the Audit Committee at its regular meetings on the status of the Company's cybersecurity risk, risk management policies and risk assessment initiatives. The full Board is updated on an as needed basis. In addition, management updates the Audit Committee, as appropriate, regarding any material cybersecurity threats or incidents, as well as any incidents with lesser impact potential.
While our Board provides oversight of our cybersecurity risk environment, the ultimate responsibility for our processes for identifying, assessing and managing cybersecurity risks resides with management. Our CISO, with assistance from internal and external resources, is responsible for the implementation and providing oversight to our ISP within the organization and maintaining the appropriate level of expertise to manage and implement cybersecurity policies, programs and strategies. Our CISO has years of applied experience in actively managing cybersecurity and information security programs for large global publicly traded companies with complex and evolving information systems. Management oversight of our ISP is provided by various governance committees including the Operational Risk Oversight Committee, the Information Security Risk Oversight Subcommittee and the Financial Crimes Control Oversight Subcommittee.
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Item 2. Properties
Our headquarters is located at 501 Commerce Street, Nashville, Tennessee. We lease approximately 219,000 square feet of space under a 15-year lease expiring in 2036. We occupy approximately 192,000 square feet of this space and have subleased approximately 27,000 square feet of this space under a sublease expiring in 2036.
We have a 20-year lease agreement in New York, New York, at 66 Hudson Boulevard, for approximately 186,000 square feet that commenced in January 2024 and expires in December 2044.
We also lease approximately 51,000 square feet of space in San Antonio, Texas under a lease expiring in 2029.
Additionally, we lease approximately 156,000 square feet of space in Pune, India. Approximately 48,000 square feet is under a lease expiring in 2032 with the remaining 108,000 square feet under a lease expiring in 2033.
We lease more modest amounts of space in 27 other cities in the United States.
Our subsidiaries lease space in 32 cities outside the United States, the most significant of which is a lease in London, England, expiring in 2031, and in Hong Kong, China, under a lease expiring in 2027. In London we currently lease approximately 68,000 square feet of space of which 28,000 is sublet to our unconsolidated joint venture. In Hong Kong, we currently lease and occupy approximately 36,000 square feet of space.
Item 3. Legal Proceedings
Legal Proceedings
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 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.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market for AB Holding Units and AB Units; Cash Distributions
AB Holding Units are listed on the NYSE and trade publicly under the ticker symbol “AB". There is no established public trading market for AB Units, which are subject to significant restrictions on transfer. For information about these transfer restrictions, see “Structure-related Risks” in Item 1A .
AB Holding’s principal source of income and cash flow is attributable to its limited partnership interests in AB.
Each of AB Holding and AB distributes on a quarterly basis all of its Available Cash Flow, as defined in the AB Holding Partnership Agreement and the AB Partnership Agreement, respectively, to its Unitholders and the General Partner. For additional information concerning distribution of Available Cash Flow by AB Holding, see Note 2 to AB Holding’s financial statements in Item 8 . For additional information concerning distribution of Available Cash Flow by AB, see Note 2 to AB’s consolidated financial statements in Item 8.
On December 31, 2025 (the last trading day of the year), the closing price of an AB Holding Unit on the NYSE was $38.48 per Unit. On December 31, 2025, there were (i) 802 AB Holding Unitholders of record for approximately 105,000 beneficial owners, and (ii) 361 AB Unitholders of record (we do not believe there are substantial additional beneficial owners).
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We did not engage in any unregistered sales of our securities during the year ended December 31, 2025, except as previously disclosed in a Current Report on Form 8-K dated July 14, 2025, in connection with the amended and restated exchange agreement entered into with EQH on July 10, 2025.
We did not engage in any unregistered sales of our equity securities during the year ended December 31, 2024, except as previously disclosed in a Current Report on Form 8-K dated December 19, 2024, in connection with the master exchange agreement and purchase agreement entered into with EQH.
We did not engage in any unregistered sales of our securities during the year ended December 31, 2023.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Each quarter, AB considers whether to implement a plan to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Exchange Act. The plan adopted during the fourth quarter expired at the close of business on December 26, 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 the firm’s incentive compensation award program and for other corporate purposes. For additional information about Rule 10b5-1 plans, see “Units Outstanding” in Item 7 .
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AB Holding Units bought by us or one of our affiliates during the fourth quarter of 2025 are as follows:
Issuer Purchases of Equity Securities
Period Total
Number of
AB Holding
Units
Purchased Average
Price Paid
Per AB
Holding Unit,
net of
Commissions Total
Number of
AB Holding
Units
Purchased as
Part of
Publicly
Announced
Plans or
Programs Maximum
Number (or
Approximate
Dollar Value)
of AB
Holding
Units that
May Yet Be
Purchased
Under the
Plans or
Programs
10/1/25-10/31/25 (1)
140,598 $ 39.40 — —
11/1/25-11/30/25 (1)
379,848 39.76 — —
12/1/25-12/31/25 (1)(2)
2,260,238 41.42 — —
Total 2,780,684 $ 41.09 — —
(1) During the fourth quarter of 2025, AB purchased 740,598 AB Holding Units on the open market pursuant to a Rule 10b5-1 plan to help fund anticipated obligations under our incentive compensation award program.
(2) During the fourth quarter of 2025, AB retained from employees 2,040,086 AB Holding Units to allow them to fulfill statutory withholding tax requirements at the time of distribution of long-term incentive compensation awards.
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Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview (1)
Our total Assets Under Management (" AUM ") as of December 31, 2025 were $866.9 billion, up $74.7 billion, or 9.4%, during 2025. The increase was primarily driven by market appreciation of $86.0 billion, partially offset by net outflows of $11.3 billion (reflecting Institutional net outflows of $4.6 billion and Retail net outflows of $9.1 billion, offset by Private Wealth Management net inflows of $2.4 billion).
Institutional AUM increased $32.8 billion, or 10.2%, to $354.2 billion during 2025, primarily due to market appreciation of $37.0 billion, partially offset by net outflows of $4.6 billion. Gross sales increased $13.7 billion, from $13.0 billion in 2024 to $26.7 billion in 2025. Redemptions and terminations decreased $2.3 billion, from $14.9 billion in 2024 to $12.6 billion in 2025.
Retail AUM increased $22.1 billion, or 6.6%, to $356.4 billion during 2025, primarily due to market appreciation of $31.3 billion, partially offset by net outflows of $9.1 billion. Gross sales decreased $9.7 billion, from $99.9 billion in 2024 to $90.2 billion in 2025. Redemptions and terminations increased $15.8 billion, from $71.7 billion in 2024 to $87.5 billion in 2025.
Private Wealth Management AUM increased $19.8 billion, or 14.4%, to $156.3 billion during 2025, primarily due to market appreciation of $17.7 billion and net inflows of $2.4 billion. Gross sales increased $2.3 billion, from $20.8 billion in 2024 to $23.1 billion in 2025. Redemptions and terminations increased $0.8 billion, from $19.9 billion in 2024 to $20.7 billion in 2025.
Bernstein Research Services (" BRS ") revenue decreased $96.2 million, or 100.0%, during 2025. The decrease was due to the deconsolidation of the BRS business and contribution of the business to the joint ventures, on April 1, 2024. For further discussion, see Note 24 Divestitures to our consolidated financial statements in Item 8 .
Our 2025 net revenues of $4.5 billion increased $55.5 million, or 1.2%, compared to the prior year. The increase was primarily due to higher investment advisory base fees of $175.1 million and higher distribution revenues of $91.8 million, partially offset by lower Bernstein Research Services revenue of $96.2 million due to the deconsolidation of the BRS business, lower performance-based fees of $85.7 million, higher investment losses of $17.4 million and lower other revenues of $8.6 million.
Our operating expenses of $3.5 billion increased $129.1 million, or 3.9%, compared to operating expenses of $3.4 billion in the prior year. The increase was primarily due to the recognition of a gain on contingent payment arrangements of $121.0 million in the prior year and higher promotion and servicing expense of $76.8 million, partially offset by lower general and administrative expenses of $42.2 million, lower employee compensation and benefits expense of $11.3 million and lower interest on borrowings of $15.2 million. The change in contingent payment arrangements was primarily due to the recognition of a gain of $128.5 million in 2024 related to a fair value remeasurement of the contingent payment liability associated with our acquisition of AB CarVal in 2022.
Our operating income decreased $73.6 million, or 6.5%, to $1.1 billion compared to 2024 and our operating margin decreased to 23.0% in 2025 from 24.7% in 2024.
Market Environment
U.S. Equities
U.S. stocks finished higher in the fourth quarter of 2025, despite a long government shutdown and signs of a cooling labor market. The S&P 500 gained 2.7% for the quarter and delivered about 18% for the year, its third straight year of double‑digit returns. Small‑cap stocks, represented by the Russell 2000, rose 2.2% in the fourth quarter and ended the year up 13%. Value stocks outpaced growth late in the year, and sectors such as health care and other defensive areas outperformed. Energy stocks lagged as oil prices softened, while utilities saw mixed results. The Federal Reserve cut interest rates by 0.25% in December, its third cut of the year, and signaled a more cautious approach for 2026. This added some late‑year volatility and profit‑taking, especially in smaller companies.
(1) Percentage change figures are calculated using assets under management rounded to the nearest million, while financial statement amounts are rounded to the nearest hundred thousand.
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G lobal and Non-U.S. Equities
International stocks outperformed U.S. stocks in the fourth quarter of 2025 and posted stronger full‑year returns for the first time in several years. A weaker U.S. dollar, more attractive valuations, and investors shifting away from U.S. mega‑cap technology companies all helped performance. Eurozone markets ended near multi‑year highs, rising 41% for the year (USD, gross), with financials benefiting from lower interest rates and improving loan quality. The U.K. market also finished near multi‑year highs, gaining 35% in 2025 (USD, gross), supported by globally focused financials, mining, defense, and commodity‑related companies; domestic‑focused businesses lagged due to softer consumer demand. In Japan, stocks continued to climb as expectations for fiscal support grew and the Bank of Japan took initial steps toward normalizing policy. Emerging markets also posted positive fourth‑quarter results and beat developed markets for the year, helped by strong performance in Korea and Taiwan, as well as gains in Chile, South Africa, Brazil, Mexico, and India. China declined late in the year amid profit‑taking and property‑market concerns, and Saudi Arabia trailed.
Global Bonds
Bond markets moved through shifting interest‑rate expectations in the fourth quarter of 2025. Cooling inflation and a 0.25% rate cut by the Federal Reserve helped shorter‑term yields fall. Ten‑year U.S. Treasury yields ended the year near 4.2%, and the yield curve steepened as longer‑term rates held steady. Core bonds posted positive returns; mortgage‑backed securities outperformed Treasuries, and municipal bonds benefited from seasonal demand. Corporate credit also held up well, with investment‑grade spreads tightening slightly and high‑yield and emerging‑market debt supported by stronger risk appetite. Outside the U.S., bond performance was mixed as markets in the U.K., Germany, and Japan reacted to changing fiscal and monetary signals. For 2025 overall, the Bloomberg Global Aggregate Index returned 8.2% (USD, unhedged), and the Bloomberg U.S. Aggregate Index returned 7.3%, thanks largely to declining short‑term rates.
Relationship with EQH and its Subsidiaries
EQH (our parent company) and its subsidiaries are our largest client. EQH is collaborating with AB in order to improve the risk-adjusted yield for the General Accounts of EQH's insurance subsidiaries by investing additional assets at AB, including the utilization of AB's higher-fee, longer-duration alternative offerings. In mid-2021, Equitable Financial Life Insurance Company, a subsidiary of EQH (" Equitable Financial "), agreed to provide an initial $10 billion in permanent capital to build out AB's private illiquid offerings, including private alternatives and private placements. Deployment of the initial $10 billion in permanent capital is now complete. In addition, during the second quarter of 2023, EQH committed to provide an additional $10 billion in permanent capital, deployment of which is substantially complete. We expect this anticipated capital from EQH's insurance subsidiaries will continue to accelerate both organic and inorganic growth in our private alternatives business, allowing us to continue to deliver for our clients, employees, unitholders and other stakeholders.
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.
Joint Venture with Societe Generale
On April 1, 2024, AB and Societe Generale (" SocGen ") formed a global joint venture with two joint venture holding companies, one outside of North America (the " ROW JV ") and one within North America (" NA JV ", and together the " JVs "). As of December 31, 2025, AB owned a majority interest in the NA JV while SocGen owned a majority interest in ROW JV. AB deconsolidated the BRS business and retained the Bernstein Private Wealth Management business within its existing U.S. broker dealer Sanford C. Bernstein & Co., LLC.
As a result of the greater value of the business AB contributed to the JVs, SocGen paid AB $304.0 million in cash to equalize the value of the contributions by AB and SocGen to the JVs. The cash payment of $304.0 million included $102.6 million of prepaid consideration for an option, exercisable by AB during the next five years, that would result in SocGen having a 51% ownership of the NA JV (the " AB option ") and bringing the transaction ownership terms back in line with the Initial Plan. AB's option could only be exercised upon receipt of appropriate regulatory approvals.
During the third quarter of 2025, appropriate regulatory approval for SocGen to increase its ownership to 51% was received and AB issued formal notice of its intent to exercise the AB option. On January 1, 2026 AB entered into an Amended and Restated Shareholder agreement with SocGen (the " Amendment Agreement ") and exercised the AB option to deliver a 17.7% interest in the NA JV to SocGen resulting in AB owning a 49% interest in the NA JV and SocGen having a majority interest of 51%. The prepaid consideration received was in excess of the carrying value of the 17.7% equity in the NA JV resulting in an estimated gain of $48.4 million recognized in the first quarter of 2026.
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Subsequent to the Amendment Agreement, on January 1, 2026, AB entered into a Contribution Agreement (the " Contribution Agreement ") with SocGen, to bring the ownership back in line with the intent of the Initial Plan. Prior to the Contribution Agreement, SocGen and AB had a 51% and 49% interest in both JVs, respectively. Under the Contribution Agreement AB contributed its 49% interest in NA JV, and SocGen contributed its 51% interest in NA JV, for an equal interest in newly issued shares of ROW JV resulting in a single JV comprised of the operations and interest of both JVs (the " AB/SG JV "). AB still maintains its additional option to sell its ownership interests in the AB/SG JV to SocGen after five years from the Initial Close, at the fair market value of AB’s interests in the AB/SG JV, subject to regulatory approval. The ultimate objective of SocGen and AB is for SocGen to eventually own 100% of the AB/SG JV after five years.
For further discussion, see Note 24 Divestitures to our consolidated financial statements in Item 8.
AB Holding
AB Holding’s principal source of income and cash flow is attributable to its investment in AB Units. The AB Holding financial statements, notes to the financial statements and management’s discussion and analysis of financial condition and results of operations (“ MD&A ”) should be read in conjunction with those of AB.
Results of Operations
Years Ended December 31 % Change
2025 2024 2023 2025-24 2024-23
(in thousands, except per unit amounts)
Net income attributable to AB Unitholders $ 982,489 $ 1,173,247 $ 764,610 (16.3 %) 53.4 %
Weighted average equity ownership interest 33.9 % 39.4 % 39.2 %
Equity in net income attributable to AB Unitholders $ 332,756 $ 461,949 $ 299,781 (28.0) 54.1
Income taxes 32,920 38,575 35,597 (14.7) 8.4
Net income of AB Holding $ 299,836 $ 423,374 $ 264,184 (29.2) % 60.3 %
Net income per AB Holding Unit $ 2.97 $ 3.71 $ 2.34 (19.9) 58.5
Distributions per AB Holding Unit (1)
$ 3.38 $ 3.26 $ 2.69 3.7 % 21.2 %
(1) Distributions reflect the impact of AB’s non-GAAP adjustments.
AB Holding had net income of $299.8 million in 2025 compared to $423.4 million in 2024, reflecting lower net income attributable to AB Unitholders and lower weighted average equity ownership interest. AB Holding had net income of $423.4 million in 2024 compared to $264.2 million in 2023, reflecting higher net income attributable to AB Unitholders and higher weighted average equity ownership interest.
AB Holding's partnership gross income is derived from its interest in AB. AB Holding’s income taxes, which reflect a 3.5% federal tax on its partnership gross income from the active conduct of a trade or business, are computed by multiplying certain AB qualifying revenues by AB Holding’s ownership interest in AB, multiplied by the 3.5% tax rate. Certain AB qualifying revenues are primarily U.S. investment advisory fees. AB Holding’s effective tax rate was 9.9%, 8.4% and 11.9% in 2025, 2024 and 2023, respectively. The increase in AB Holdings effective tax rate in 2025 is primarily driven by one-time items in the prior year not subject to the gross revenue tax. See Note 6 to AB Holding’s financial statements in Item 8 for a further description.
As supplemental information, AB provides the performance measures “adjusted net revenues,” “adjusted operating income” and “adjusted operating margin,” which are additional metrics management uses in evaluating and comparing the period-to-period operating performance of AB. Management uses these additional metrics in evaluating performance because they present a clearer picture of AB's operating performance and allow management to see long-term trends without the distortion primarily caused by long-term incentive compensation-related mark-to-market adjustments, acquisition-related expenses, interest expense and other adjustment items. Similarly, management believes that these management operating metrics help investors better understand the underlying trends in AB's results and, accordingly, provide a valuable perspective for investors. Such measures are not based on generally accepted accounting principles (“ non-GAAP measures ”).
We provide the non-GAAP measures "adjusted net income" and "adjusted net income per Unit" because our quarterly distribution per unit is typically our adjusted net income per unit (which is derived from adjusted net income).
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These non-GAAP measures are provided in addition to, and not as substitutes for, net revenues, operating income and operating margin, and they may not be comparable to non-GAAP measures presented by other companies. Management uses both GAAP and non-GAAP measures in evaluating the company’s financial performance. The non-GAAP measures alone may pose limitations because they do not include all of AB’s revenues and expenses. Further, adjusted net income per AB Holding Unit is not a liquidity measure and should not be used in place of cash flow measures. See “Management Operating Metrics” in this Item 7 .
The impact of these adjustments on AB Holding’s net income and net income per AB Holding Unit are as follows:
Years Ended December 31
2025 2024 2023
(in thousands, except per unit amounts)
AB non-GAAP adjustments (2)
$ 115,666 $ (141,755) $ 103,164
AB Income tax (expense) benefit on non-GAAP adjustments (6,362) 8,338 (2,786)
AB non-GAAP adjustments, after taxes 109,304 (133,417) 100,378
AB Holding’s weighted average equity ownership interest in AB 33.9 % 39.4 % 39.2 %
Impact on AB Holding’s net income of AB non-GAAP adjustments $ 37,020 $ (52,531) $ 39,355
Net income - GAAP basis $ 299,836 $ 423,374 $ 264,184
Impact on AB Holding’s net income of AB non-GAAP adjustments 37,020 (52,531) 39,355
Adjusted net income $ 336,856 $ 370,843 $ 303,539
Net income per AB Holding Unit, GAAP basis $ 2.97 $ 3.71 $ 2.34
Impact of AB non-GAAP adjustments 0.36 (0.46) 0.35
Adjusted net income per AB Holding Unit $ 3.33 $ 3.25 $ 2.69
(2) Includes all AB non-GAAP adjustments to pre-tax income.
The degree to which AB’s non-GAAP adjustments impact AB Holding’s net income fluctuates based on AB Holding's ownership percentage in AB.
Tax Legislation
For a discussion of tax legislation, see “Risk Factors - Structure-related Risks” in Item 1A .
Capital Resources and Liquidity
During the year ended December 31, 2025, net cash provided by operating activities was $352.4 million, compared to $340.5 million during the corresponding 2024 period. The increase primarily resulted from higher cash distributions received from AB of $8.8 million. During the year ended December 31, 2024, net cash provided by operating activities was $340.5 million, compared to $294.0 million during the corresponding 2023 period. The increase primarily resulted from higher cash distributions received from AB of $47.7 million.
There was no cash used in or provided by investing activities during the years ended December 31, 2025, 2024 and 2023.
During the year ended December 31, 2025, net cash used in financing activities was $352.4 million, compared to $340.5 million during the corresponding 2024 period. The increase was primarily due to higher cash distributions to Unitholders of $11.2 million. During the year ended December 31, 2024, net cash used in financing activities was $340.5 million, compared to $294.0 million during the corresponding 2023 period. The increase was primarily due to higher cash distributions to Unitholders of $45.1 million and lower capital contributions from AB of $1.4 million.
Management believes that AB Holding will have the resources it needs to meet its financial obligations as a result of the cash flow AB Holding realizes from its investment in AB. AB Holding’s cash inflow is comprised entirely of distributions from AB. These distributions are subsequently distributed (net of taxes paid) in their entirety to AB Holding’s Unitholders. As a result, AB Holding has no liquidity risk as it only pays distributions to AB Holding’s Unitholders to the extent of distributions received from AB (net of taxes paid).
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Cash Distributions
AB Holding is required to distribute all of its Available Cash Flow, as defined in the AB Holding Partnership Agreement, to its Unitholders (including the General Partner). Available Cash Flow typically is the adjusted net income per Unit for the quarter multiplied by the number of units outstanding at the end of the quarter. Management anticipates that Available Cash Flow will continue to be based on adjusted net income per Unit. If management determines, with the concurrence of the Board of Directors, that certain adjustments to Available Cash Flow are necessary or unnecessary, such adjustments will be made in future periods. See Note 2 to AB Holding’s financial statements in Item 8 for a description of Available Cash Flow.
Commitments and Contingencies
For a discussion of commitments and contingencies, see Note 7 to AB Holding’s financial statements in Item 8 .
AB
Assets Under Management
Assets under management by distribution channel are as follows:
As of December 31 % Change
2025 2024 2023 2025-24 2024-23
(in billions)
Institutions $ 354.2 $ 321.4 $ 317.1 10.2 % 1.3 %
Retail 356.4 334.3 286.8 6.6 16.6
Private Wealth Management 156.3 136.5 121.3 14.4 12.6
Total $ 866.9 $ 792.2 $ 725.2 9.4 % 9.2 %
Assets under management by investment service are as follows:
As of December 31 % Change
2025 2024 2023 2025-24 2024-23
(in billions)
Equity
Actively Managed $ 278.0 $ 263.4 $ 247.5 5.6 % 6.4 %
Passively Managed (1)
78.3 68.3 62.1 14.6 10.1
Total Equity 356.3 331.7 309.6 7.4 7.2
Fixed Income
Actively Managed
Taxable (3)
213.1 209.3 208.6 1.8 0.3
Tax–exempt 90.8 76.2 61.1 19.1 24.7
Total 303.9 285.5 269.7 6.4 5.9
Passively Managed (1)
9.7 10.3 11.4 (6.0) (9.5)
Total Fixed Income 313.6 295.8 281.1 6.0 5.2
Alternatives/Multi-Asset Solutions (2)(3)
Actively Managed 182.7 153.6 125.9 18.9 22.0
Passively Managed (1)
14.3 11.1 8.6 28.8 28.0
Total Alternatives/Multi-Asset Solutions 197.0 164.7 134.5 19.6 22.4
Total $ 866.9 $ 792.2 $ 725.2 9.4 % 9.2 %
(1) Includes index and enhanced index services.
(2) Includes certain multi-asset solutions and services not included in equity or fixed income services.
(3) Approximately $12.1 billion of private placements was transferred from Taxable Fixed Income into Alternatives/Multi-Asset during 2024 to better align with standard industry practice for asset class reporting purposes.
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Changes in assets under management during 2025 and 2024 are as follows:
Distribution Channel
Institutions Retail Private
Wealth
Management Total
(in billions)
Balance as of December 31, 2024 $ 321.4 $ 334.3 $ 136.5 $ 792.2
Long-term flows:
Sales/new accounts 26.7 90.2 23.1 140.0
Redemptions/terminations (12.6) (87.5) (20.7) (120.8)
Cash flow/unreinvested dividends (18.7) (11.8) — (30.5)
Net long-term (outflows) inflows (4.6) (9.1) 2.4 (11.3)
Transfers 0.4 (0.1) (0.3) —
Market appreciation 37.0 31.3 17.7 86.0
Net change 32.8 22.1 19.8 74.7
Balance as of December 31, 2025 $ 354.2 $ 356.4 $ 156.3 $ 866.9
Balance as of December 31, 2023 $ 317.1 $ 286.8 $ 121.3 $ 725.2
Long-term flows:
Sales/new accounts 13.0 99.9 20.8 133.7
Redemptions/terminations (14.9) (71.7) (19.9) (106.5)
Cash flow/unreinvested dividends (14.6) (14.8) — (29.4)
Net long-term (outflows) inflows (16.5) 13.4 0.9 (2.2)
Adjustments (1)
— — 0.7 0.7
Transfers 0.1 (0.1) — —
Market appreciation 20.7 34.2 13.6 68.5
Net change 4.3 47.5 15.2 67.0
Balance as of December 31, 2024 $ 321.4 $ 334.3 $ 136.5 $ 792.2
(1) This adjustment is due to a change in fee policy related to certain fixed income assets effective October 1, 2024.
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Investment Service
Equity
Actively
Managed Equity
Passively
Managed (1)
Fixed
Income
Actively
Managed-
Taxable Fixed Income
Actively
Managed-Tax-
Exempt Fixed
Income
Passively
Managed (1)
Alternatives/
Multi-Asset
Solutions (2)
Total
(in billions)
Balance as of December 31, 2024 $ 263.4 $ 68.3 $ 209.3 $ 76.2 $ 10.3 $ 164.7 $ 792.2
Long-term flows:
Sales/new accounts 44.2 4.4 45.8 26.6 0.2 18.8 140.0
Redemptions/terminations (55.7) (2.9) (40.6) (15.4) (0.7) (5.5) (120.8)
Cash flow/unreinvested dividends (11.0) (3.0) (14.3) 0.4 (0.7) (1.9) (30.5)
Net long-term (outflows) inflows (22.5) (1.5) (9.1) 11.6 (1.2) 11.4 (11.3)
Transfers 0.5 (0.5) — — — — —
Market appreciation 36.6 12.0 12.9 3.0 0.6 20.9 86.0
Net change 14.6 10.0 3.8 14.6 (0.6) 32.3 74.7
Balance as of December 31, 2025 $ 278.0 $ 78.3 $ 213.1 $ 90.8 $ 9.7 $ 197.0 $ 866.9
Balance as of December 31, 2023 $ 247.5 $ 62.1 $ 208.6 $ 61.1 $ 11.4 $ 134.5 $ 725.2
Long-term flows:
Sales/new accounts 49.0 1.5 44.4 24.2 — 14.6 133.7
Redemptions/terminations (54.3) (0.6) (33.9) (11.1) (0.6) (6.0) (106.5)
Cash flow/unreinvested dividends (18.8) (7.5) 0.5 0.5 (0.4) (3.7) (29.4)
Net long-term (outflows) inflows (24.1) (6.6) 11.0 13.6 (1.0) 4.9 (2.2)
Adjustments (3)
— — 0.2 0.5 — — 0.7
Transfers (4)
— — (12.1) — — 12.1 —
Market appreciation (depreciation) 40.0 12.8 1.6 1.0 (0.1) 13.2 68.5
Net change 15.9 6.2 0.7 15.1 (1.1) 30.2 67.0
Balance as of December 31, 2024 $ 263.4 $ 68.3 $ 209.3 $ 76.2 $ 10.3 $ 164.7 $ 792.2
(1) Includes index and enhanced index services.
(2) Includes certain multi-asset solutions and services not included in equity or fixed income services.
(3) This adjustment is due to a change in fee policy related to certain fixed income assets effective October 1, 2024.
(4) Approximately $12.1 billion of private placements was transferred from Taxable Fixed Income into Alternatives/Multi-Asset during 2024 to better align with standard industry practice for asset class reporting purposes.
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Net long-term (outflows) inflows for actively managed investment services as compared to passively managed investment services during 2025 and 2024 are as follows:
Years Ended December 31
2025 2024
(in billions)
Actively Managed
Equity $ (22.5) $ (24.1)
Fixed Income 2.5 24.6
Alternatives/Multi- Asset Solutions 10.6 3.8
Total (9.4) 4.3
Passively Managed
Equity (1.5) (6.6)
Fixed Income (1.2) (1.0)
Alternatives/Multi- Asset Solutions 0.8 1.1
Total (1.9) (6.5)
Total net long-term (outflows) $ (11.3) $ (2.2)
Average assets under management by distribution channel and investment service are as follows:
Years Ended December 31 % Change
2025 2024 2023 2025-24 2024-23
(in billions)
Distribution Channel:
Institutions $ 337.6 $ 322.9 $ 304.6 4.5 % 6.0 %
Retail 343.5 315.3 262.0 8.9 20.4
Private Wealth Management 144.9 130.3 113.7 11.3 14.6
Total $ 826.0 $ 768.5 $ 680.3 7.5 % 13.0 %
Investment Service:
Equity Actively Managed $ 269.5 $ 261.3 $ 231.5 3.1 12.9
Equity Passively Managed (1)
72.5 66.0 57.7 9.8 14.3
Fixed Income Actively Managed – Taxable 211.9 211.4 198.3 0.2 6.6
Fixed Income Actively Managed – Tax-exempt 81.8 67.5 56.0 21.2 20.7
Fixed Income Passively Managed (1)
10.0 11.0 9.7 (9.1) 13.4
Alternatives/Multi-Asset Solutions (2)
180.3 151.3 127.1 19.1 19.0
Total $ 826.0 $ 768.5 $ 680.3 7.5 % 13.0 %
(1) Includes index and enhanced index services.
(2) Includes certain multi-asset solutions and services not included in equity or fixed income services.
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During 2025, our Institutional channel average AUM of $337.6 billion increased $14.7 billion, or 4.5%, compared to 2024, while ending AUM increased $32.8 billion, or 10.2%, to $354.2 billion from December 31, 2024. The $32.8 billion increase in AUM resulted primarily from market appreciation of $37.0 billion, partially offset by net outflows of $4.6 billion.
During 2024, our Institutional channel average AUM of $322.9 billion increased $18.3 billion, or 6.0%, compared to 2023, while ending AUM increased $4.3 billion, or 1.3%, to $321.4 billion from December 31, 2023. The $4.3 billion increase in AUM resulted primarily from market appreciation of $20.7 billion, partially offset by net outflows of $16.5 billion. Market depreciation of $7.6 billion in the fourth quarter of 2024 drove the ending AUM balance down as compared to our average AUM for 2024.
During 2025, our Retail channel average AUM of $343.5 billion increased $28.2 billion, or 8.9%, compared to 2024, primarily due to this AUM increasing $22.1 billion, or 6.6%, to $356.4 billion from December 31, 2024. The $22.1 billion increase in AUM resulted primarily from market appreciation of $31.3 billion, partially offset by net outflows of $9.1 billion.
During 2024, our Retail channel average AUM of $315.3 billion increased $53.3 billion, or 20.4%, compared to 2023, primarily due to this AUM increasing $47.5 billion, or 16.6%, to $334.3 billion from December 31, 2023. The $47.5 billion increase in AUM resulted primarily from market appreciation of $34.2 billion and net inflows of $13.4 billion.
During 2025, our Private Wealth Management channel average AUM of $144.9 billion increased $14.6 billion, or 11.3%, compared to 2024, primarily due to this AUM increasing $19.8 billion, or 14.4%, to $156.3 billion from December 31, 2024. The $19.8 billion increase in AUM resulted primarily from market appreciation of $17.7 billion and net inflows of $2.4 billion.
During 2024, our Private Wealth Management channel average AUM of $130.3 billion increased $16.6 billion, or 14.6%, compared to 2023, primarily due to this AUM increasing $15.2 billion, or 12.6%, to $136.5 billion from December 31, 2023. The $15.2 billion increase in AUM resulted from market appreciation of $13.6 billion, net inflows of $0.9 billion and an adjustment of $0.7 billion.
Absolute investment composite returns, gross of fees, and relative performance as of December 31, 2025 compared to benchmarks for certain representative Institutional equity and fixed income services are as follows:
1-Year 3-Year (1)
5-Year (1)
Income (fixed income)
Absolute return 8.86 % 7.58 % 2.05 %
Relative return (vs. Bloomberg Barclays U.S. Aggregate Index) 1.56 2.92 2.42
High Income (fixed income)
Absolute return 9.15 11.13 5.04
Relative return (vs. Bloomberg Barclays Global High Yield Index - Hedged) (0.87) (0.32) 0.27
Global Plus - Hedged (fixed income)
Absolute return 5.44 5.30 0.54
Relative return (vs. Bloomberg Barclays Global Aggregate Index - Hedged) 0.57 0.18 0.20
Intermediate Municipal Bonds (fixed income)
Absolute return 4.82 4.35 1.86
Relative return (vs. Lipper Short/Int. Blended Muni Fund Avg) 0.65 0.68 0.62
U.S. Core Fixed Income (fixed income)
Absolute return 7.72 5.16 0.06
Relative return (vs. Bloomberg Barclays U.S. Aggregate Index) 0.42 0.50 0.43
Emerging Market Debt (fixed income)
Absolute return 13.75 11.59 2.12
Relative return (vs. JPM EMBI Global/JPM EMBI) 0.30 1.76 0.38
Sustainable Global Thematic
Absolute return 7.23 10.33 4.09
Relative return (vs. MSCI ACWI Index) (15.11) (10.33) (7.10)
International Strategic Core Equity
Absolute return 28.21 17.98 9.41
Relative return (vs. MSCI EAFE Index) (3.02) 0.76 0.48
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1-Year 3-Year (1)
5-Year (1)
U.S. Small & Mid Cap Value
Absolute return 3.63 10.65 9.51
Relative return (vs. Russell 2500 Value Index) (9.11) (2.56) (0.51)
U.S. Large Cap Value
Absolute return 17.43 17.83 14.52
Relative return (vs. Russell 1000 Value Index) 1.52 3.94 3.20
U.S. Small Cap Growth
Absolute return 5.91 14.75 0.58
Relative return (vs. Russell 2000 Growth Index) (7.10) (0.83) (2.60)
U.S. Large Cap Growth
Absolute return 12.67 24.43 12.30
Relative return (vs. Russell 1000 Growth Index) (5.90) (6.72) (3.03)
U.S. Small & Mid Cap Growth
Absolute return 7.53 15.07 1.92
Relative return (vs. Russell 2500 Growth Index) (2.78) 0.74 (1.06)
Concentrated U.S. Growth
Absolute return 7.34 12.61 7.73
Relative return (vs. S&P 500 Index) (10.54) (10.40) (6.70)
Select U.S. Equity
Absolute return 19.73 22.26 15.84
Relative return (vs. S&P 500 Index) 1.85 (0.75) 1.42
Strategic Equities
Absolute return 15.28 21.42 13.31
Relative return (vs. Russell 3000 Index) (1.86) (0.83) 0.16
Global Core Equity
Absolute return 16.18 16.01 8.45
Relative return (vs. MSCI ACWI Index) (6.16) (4.65) (2.75)
U.S. Strategic Core Equity
Absolute return 12.57 18.12 13.32
Relative return (vs. S&P 500 Index) (5.31) (4.89) (1.11)
Select U.S. Equity Long/Short
Absolute return 11.45 14.73 10.50
Relative return (vs. S&P 500 Index) (6.43) (8.27) (3.93)
Global Strategic Core Equity
Absolute return 13.12 17.05 11.67
Relative return (vs. S&P 500 Index) (7.97 %) (4.12 %) (0.48 %)
(1) Reflects annualized returns.
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Consolidated Results of Operations
Years Ended December 31 % Change
2025 2024 2023 2025-24 2024-23
(in thousands, except per unit amounts)
Net revenues $ 4,530,652 $ 4,475,139 $ 4,155,323 1.2 % 7.7 %
Expenses 3,480,177 3,351,066 3,337,653 3.9 0.4
Operating income 1,050,475 1,124,073 817,670 (6.5) 37.5
Non-operating income — 134,555 — n/m n/m
Pre-tax income 1,050,475 1,258,628 817,670 (16.5) 53.9
Income taxes 61,600 65,143 29,051 (5.4) 124.2
Net income 988,875 1,193,485 788,619 (17.1) 51.3
Net income of consolidated entities attributable to non-controlling interests 6,386 20,238 24,009 (68.4) (15.7)
Net income attributable to AB Unitholders $ 982,489 $ 1,173,247 $ 764,610 (16.3) 53.4
Net income per AB Unit $ 3.33 $ 4.05 $ 2.65 (17.8) 52.8
Distributions per AB Unit $ 3.71 $ 3.60 $ 3.00 3.1 20.0
Operating margin (1)
23.0 % 24.7 % 19.1 %
(1) Operating income excluding net income (loss) attributable to non-controlling interests as a percentage of net revenues.
Net income attributable to AB Unitholders for the year ended December 31, 2025 decreased $190.8 million from the year ended December 31, 2024. The decrease primarily is due to (in millions):
Lower gain on divestiture (134.6)
Lower gain on contingent payment arrangements (122.1)
Lower Bernstein Research Services revenue (96.2)
Lower performance based fees (85.7)
Higher promotion and servicing expense (76.8)
Higher investment losses (17.4)
Lower other revenues (8.6)
Higher base advisory fees 175.1
Higher distribution revenues 91.8
Lower general and administrative expense 42.2
Lower interest on borrowings 15.2
Lower net income of consolidated entities attributable to non-controlling interest 13.9
Lower employee compensation and benefits expense 11.3
Other 1.1
$ (190.8)
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Net income attributable to AB Unitholders for the year ended December 31, 2024 increased $408.6 million from the year ended December 31, 2023. The increase primarily was due to (in millions):
Higher base advisory fees $ 340.6
Higher distribution revenues 140.4
Higher gain on divestiture 134.6
Higher gain on contingent payment arrangements (1)
144.7
Higher performance-based fees 126.1
Higher other revenues 41.5
Lower interest expense 10.9
Lower Bernstein Services Research revenues (2)
(289.9)
Higher promotion and servicing expenses (119.7)
Higher income tax expense (36.1)
Higher employee compensation and benefits expense (32.6)
Higher investment losses (27.7)
Higher general and administrative expenses (17.6)
Lower net dividend and interest income (11.1)
Other 4.5
$ 408.6
(1) During 2024, we recognized a gain of $128.5 million in contingent payment arrangements in the consolidated statements of income related to a fair value remeasurement of the contingent payment liability associated with our acquisition of AB Carval in 2022.
(2) On April 1, 2024, AB and SocGen, a leading European bank, completed their transaction to form a jointly owned equity research provider and cash equity trading partner for institutional investors. AB deconsolidated the BRS business and contributed the business to the JVs. For further discussion, see Note 24 Divestiture to our consolidated financial statements contained in Item 8.
Units Outstanding
Each quarter, we consider 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 we select has the authority to repurchase AB Holding Units on our behalf in accordance with the terms and limitations specified in the plan. Repurchases are subject to regulations promulgated by the SEC, as well as certain price, market volume and timing constraints specified in the plan. The plan adopted during the fourth quarter expired at the close of business on December 26, 2025. We may adopt additional plans in the future to engage in open-market purchases of AB Holding Units for anticipated obligations under our incentive compensation award program and for other corporate purposes.
Cash Distributions
We are required to distribute all of our Available Cash Flow, as defined in the AB Partnership Agreement, to our Unitholders and the General Partner. Available Cash Flow typically is the adjusted net income per Unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter. Management anticipates that Available Cash Flow will continue to be based on adjusted net income per Unit. If management determines, with the concurrence of the Board of Directors, that certain adjustments to Available Cash Flow are necessary or unnecessary, such adjustments will be made in future periods. See Note 2 to our consolidated financial statements contained in Item 8 for a description of Available Cash Flow.
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Management Operating Metrics
We are providing the non-GAAP measures “adjusted net revenues,” “adjusted operating income,” “adjusted operating margin” and "adjusted net income per AB Unit" because they are additional operating metrics management uses in evaluating and comparing period-to-period operating performance. Management uses these additional metrics in evaluating performance because they present a clearer picture of our operating performance and allow management to see long-term trends without the distortion primarily caused by long-term incentive compensation-related mark-to-market adjustments, acquisition-related expenses, interest expense and other adjustment items. Similarly, we believe that these management operating metrics help investors better understand the underlying trends in our results and, accordingly, provide a valuable perspective for investors.
These non-GAAP measures are provided in addition to, and not as substitutes for, net revenues, operating income and operating margin, and they may not be comparable to non-GAAP measures presented by other companies. Management uses both accounting principles generally accepted in the United States of America (" US GAAP ") and non-GAAP measures in evaluating our financial performance. The non-GAAP measures alone may pose limitations because they do not include all of our revenues and expenses.
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Years Ended December 31
2025 2024 2023
(in thousands)
Net revenues, US GAAP basis $ 4,530,652 $ 4,475,139 $ 4,155,323
Adjustments:
Distribution-related adjustments:
Distribution revenues (818,444) (726,670) (586,263)
Investment advisory services fees (78,229) (73,737) (60,919)
Pass-through adjustments:
Investment advisory services fees (58,069) (81,622) (62,538)
Other revenues (63,979) (68,939) (34,910)
Impact of consolidated company-sponsored funds (6,565) (17,974) (25,123)
Incentive compensation-related items (12,428) (14,410) (13,621)
Equity method investments:
Equity loss on JV 39,056 36,611 —
(Gain) on other equity method investments (7,368) — —
Adjusted net revenues $ 3,524,626 $ 3,528,398 $ 3,371,949
Operating income, US GAAP basis $ 1,050,475 $ 1,124,073 $ 817,670
Adjustments:
Real estate — (825) (825)
Incentive compensation-related items 2,201 2,391 5,192
EQH award compensation 1,246 1,088 727
Retirement plan settlement loss 17,733 13,130 —
Acquisition-related expenses (income) 57,002 (59,595) 98,070
Equity method investments:
Equity loss on JV 39,056 36,611 —
(Gain) on other equity method investments (7,368) — —
AB Funds reimbursement expense 5,796 — —
Sub-total of non-GAAP adjustments before interest on borrowings 115,666 (7,200) 103,164
Interest on borrowings 28,271 43,509 54,394
Sub- total of non-GAAP adjustments 143,937 36,309 157,558
Less: Net income of consolidated entities attributable to non-controlling interests 6,386 20,238 24,009
Adjusted operating income $ 1,188,026 $ 1,140,144 $ 951,219
Non-operating income, US GAAP basis $ — $ 134,555 $ —
Less: Interest on borrowings 28,271 43,509 54,394
Less: Gain on divestiture — 134,555 —
Adjusted non-operating (expense) $ (28,271) $ (43,509) $ (54,394)
Adjusted pre-tax income 1,159,755 1,096,635 896,825
Less: Adjusted income taxes 67,962 56,806 31,837
Adjusted net income $ 1,091,793 $ 1,039,829 $ 864,988
Net income per AB Unit, GAAP basis $ 3.33 $ 4.05 $ 2.65
Impact of non-GAAP adjustments 0.37 (0.46) 0.35
Adjusted net income per AB Unit $ 3.70 $ 3.59 $ 3.00
Operating margin, GAAP basis 23.0 % 24.7 % 19.1 %
Impact of non-GAAP adjustments 10.7 7.6 9.1
Adjusted operating margin 33.7 % 32.3 % 28.2 %
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Adjusted operating income for the year ended December 31, 2025 increased $47.9 million, or 4.2%, from the year ended December 31, 2024. The increase primarily was due to (in millions):
Higher investment advisory base fees $ 166.0
Lower general and administrative expenses 48.4
Lower promotion and servicing expenses
15.3
Lower Bernstein Services Research revenues
(96.2)
Lower performance-based fees (55.8)
Higher employee compensation and benefits expense
(12.1)
Lower investment gains
(7.1)
Lower net dividend and interest revenue
(6.7)
Other (3.9)
$ 47.9
Adjusted operating income for the year ended December 31, 2024 increased $188.9 million, or 19.9%, from the year ended December 31, 2023. The increase primarily was due to (in millions):
Higher investment advisory base fees $ 332.6
Higher performance-based fees 101.3
Lower general and administrative expenses 37.9
Lower promotion and servicing expenses
32.5
Higher investment gains
10.7
Higher other revenues 8.1
Lower Bernstein Services Research revenues
(289.9)
Higher employee compensation and benefits expense
(37.7)
Lower net dividend and interest revenue
(6.2)
Other (0.4)
$ 188.9
Adjusted Net Revenues
Net Revenue, as adjusted, is reduced to exclude all of the company's distribution revenues, which are recorded as a separate line item on the consolidated statement of income, as well as a portion of investment advisory services fees received that is used to pay distribution and servicing costs. For certain products, based on the distinct arrangements, certain distribution fees are collected by us and passed through to third-party client intermediaries, while for certain other products, we collect investment advisory services fees and a portion is passed through to third-party client intermediaries. In both arrangements, the third-party client intermediary owns the relationship with the client and is responsible for performing services and distributing the product to the client on our behalf. We believe offsetting distribution revenues and certain investment advisory services fees is useful for our investors and other users of our financial statements because such presentation appropriately reflects the nature of these costs as pass-through payments to third parties that perform functions on behalf of our sponsored mutual funds and/or shareholders of these funds. Distribution-related adjustments fluctuate each period based on the type of investment products sold, as well as the average AUM over the period. Also, we adjust distribution revenues for the amortization of deferred sales commissions as these costs, over time, will offset such revenues.
We adjust investment advisory and services fees and other revenues for pass through costs, primarily related to our transfer agent and shareholder servicing fees. Also, we adjust for certain investment advisory and services fees passed through to our investment advisors. These fees do not affect operating income, as such, we exclude these fees from adjusted net revenues. We also adjust for certain pass through costs associated with the transition of services to the JVs entered into with SocGen. These amounts are expensed by us and passed to the JVs for reimbursement. These fees do not affect operating income, as such, we exclude these fees from adjusted net revenues.
We adjust for the revenue impact of consolidating company-sponsored investment funds by eliminating the consolidated company-sponsored investment funds' revenues and including AB's fees from such consolidated company-sponsored investment funds and AB's investment gains and losses on its investments in such consolidated company-sponsored investment funds that were eliminated in consolidation.
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Adjusted net revenues exclude investment gains and losses and dividends and interest on employee long-term incentive compensation-related investments. Also, we adjust for certain acquisition-related pass-through performance-based fees and performance related compensation.
We also adjust net revenues to exclude our portion of the equity income or loss associated with our equity method investments, including our investment in the JVs and reinsurance sidecars, as we don't consider this activity part of our core business operations and these investments generate non-cash volatility which distort core earnings performance. Effective April 1, 2024 following the close of the transaction with SocGen, we record all income or loss associated with the JVs as an equity method investment income (loss). As we no longer consider this activity part of our core business operations and our intent is to fully divest from both joint ventures, we consider these amounts temporary, and as such, we exclude these amounts from our adjusted net revenues.
Adjusted Operating Income
Adjusted operating income represents operating income on a US GAAP basis excluding (1) real estate charges (credits), (2) the impact on net revenues and compensation expense of the investment gains and losses (as well as the dividends and interest) associated with employee long-term incentive compensation-related investments, (3) the equity compensation paid by EQH to certain AB executives, (4) retirement plan settlement loss, (5) acquisition-related expenses (income), (6) income (loss) related to our equity method investments, (7) AB Funds reimbursement expense, (8) interest on borrowings and (9) the impact of consolidated company-sponsored investment funds.
Real estate charges (credits) incurred during the fourth quarter of 2019 through the fourth quarter of 2020, while excluded in the period in which the charges (credits) were recorded, are included ratably over the remaining applicable lease term.
Prior to 2009, a significant portion of employee compensation was in the form of long-term incentive compensation awards that were notionally invested in AB investment services and generally vested over a period of four years. AB economically hedged the exposure to market movements by purchasing and holding these investments on its balance sheet. All such investments had vested as of year-end 2012 and the investments have been delivered to the participants, except for those investments with respect to which the participant elected a long-term deferral. Fluctuation in the value of these investments, which also impacts compensation expense, is recorded within investment gains and losses on the income statement. Management believes it is useful to reflect the offset achieved from economically hedging the market exposure of these investments in the calculation of adjusted operating income and adjusted operating margin. The non-GAAP measures exclude gains and losses and dividends and interest on employee long-term incentive compensation-related investments included in revenues and compensation expense.
The board of directors of EQH granted to Seth Bernstein, our CEO, equity awards in connection with EQH's IPO. Additionally, equity awards were granted to Mr. Bernstein and other AB executives for their membership on the EQH Management Committee. These individuals may receive additional equity or cash compensation from EQH in the future related to their service on the Management Committee. Any awards granted to these individuals by EQH are recorded as compensation expense in AB’s consolidated statement of income. The compensation expense associated with these awards has been excluded from our non-GAAP measures because they are non-cash and are based upon EQH's, and not AB's, financial performance.
The (gains) losses associated with the termination of our defined benefit retirement plan are non-cash, short term in nature and not considered a part of our core operating results when comparing financial results from period to period.
Acquisition-related expenses have been excluded because they are not considered part of our core operating results when comparing financial results from period to period and to industry peers. Acquisition-related expenses include professional fees, the recording of changes in estimates or fair value remeasurements to, and accretion expense related to, our contingent payment arrangements associated with our acquisitions, certain compensation-related expenses and amortization of intangible assets for contracts acquired. During 2025, we recorded an impairment charge of $4.0 million associated with a smaller historical acquisition in 2020.
During 2024, we recognized a gain of $128.5 million in contingent payment arrangements in the consolidated statement of income related to a fair value remeasurement of the contingent payment liability associated with our acquisition of AB Carval in 2022. The fair value remeasurement was due to updated assumptions of future performance associated with the liability. We also recorded an impairment of $2.5 million of the contingent consideration payable associated with a small acquisition made in 2020 due to the loss of investment management contracts. In addition, we recorded an intangible asset impairment charge of $4.4 million associated with various historical acquisitions.
During 2023, we recorded an expense of $28.4 million due to a change in estimate related to the contingent consideration associated with the acquisition of Autonomous LLC in 2019. The change in estimate was based upon better than expected revenues during the 2023 performance evaluation period. We recorded $14.1 million as contingent payment arrangement expense and $14.3 million as compensation and benefits expense in the consolidated statement of income. The charges to compensation and benefits expense are due to certain service conditions and special awards included in the acquisition agreement.
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We also adjust operating income to exclude our portion of the equity income or loss associated with our equity method investments, including our investment in the JVs and reinsurance sidecar, as we don't consider this activity part of our core business operations and these investments generate non-cash volatility which distort core earnings performance. Effective April 1, 2024, following the close of the transaction with SocGen, we record all income or loss associated with the JVs as an equity method investment (income) loss. As we no longer consider this activity part of our core business operations and our intent is to fully divest from both joint ventures, we consider these amounts temporary, and as such, we exclude these amounts from our adjusted operating income.
During the first quarter of 2025, we identified an error in the billing practices of a third-party service provider, who had overbilled certain AB mutual funds for omnibus account services, sub-accounting services, and related transfer agency expenses in prior years. In the second quarter, at the request of the mutual fund Board, AB agreed to reimburse the affected funds for the entirety of the overpayment plus interest. During the third quarter of 2025, we resolved this matter with the service provider and recovered a portion of the overbilled amounts. We have adjusted operating income to exclude these amounts. We believe adjusting for these costs is useful for our investors and other users of our financial statements as such presentation appropriately reflects the non-core nature of this expenditure.
We adjust operating income to exclude interest on borrowings in order to align with our industry peer group.
We adjust for the operating income impact of consolidating certain company-sponsored investment funds by eliminating the consolidated company-sponsored funds' revenues and expenses and including AB's revenues and expenses that were eliminated in consolidation. We also exclude the limited partner interests we do not own.
Adjusted Net Income per AB Unit
As previously discussed, our quarterly distribution is typically our adjusted net income per Unit (which is derived from adjusted net income) for the quarter multiplied by the number of general and limited partnership interests outstanding at the end of the quarter. Adjusted net income is derived from adjusted operating income less interest expense and adjusted income taxes. Adjusted income taxes, used in calculating adjusted net income, are calculated using the GAAP effective tax rate adjusted for non-GAAP income tax adjustments.
Adjusted Operating Margin
Adjusted operating margin allows us to monitor our financial performance and efficiency from period to period without the volatility noted above in our discussion of adjusted operating income and to compare our performance to industry peers on a basis that better reflects our performance in our core business. Adjusted operating margin is derived by dividing adjusted operating income by adjusted net revenues.
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Net Revenues
The components of net revenues are as follows:
Years Ended December 31 % Change
2025 2024 2023 2025-24 2024-23
(in thousands)
Investment advisory and services fees:
Institutions:
Base fees $ 623,738 $ 619,215 $ 612,341 0.7 % 1.1 %
Performance-based fees 59,267 81,011 53,702 (26.8) 50.9
683,005 700,226 666,043 (2.5) 5.1
Retail:
Base fees 1,595,415 1,504,354 1,275,914 6.1 17.9
Performance-based fees 8,294 17,825 197 (53.5) n/m
1,603,709 1,522,179 1,276,111 5.4 19.3
Private Wealth Management:
Base fees 1,127,086 1,047,606 942,302 7.6 11.2
Performance-based fees 117,690 172,128 91,012 (31.6) 89.1
1,244,776 1,219,734 1,033,314 2.1 18.0
Total:
Base fees 3,346,239 3,171,175 2,830,557 5.5 12.0
Performance-based fees 185,251 270,964 144,911 (31.6) 87.0
3,531,490 3,442,139 2,975,468 2.6 15.7
Bernstein Research Services (1)
— 96,222 386,142 (100.0) (75.1)
Distribution revenues 818,444 726,670 586,263 12.6 23.9
Dividend and interest income 140,368 165,313 199,443 (15.1) (17.1)
Investment (losses) gains (30,846) (13,486) 14,206 (128.7) n/m
Other revenues 134,192 142,794 101,342 (6.0) 40.9
Total revenues 4,593,648 4,559,652 4,262,864 0.7 7.0
Less: broker-dealer related interest expense 62,996 84,513 107,541 (25.5) (21.4)
Net revenues $ 4,530,652 $ 4,475,139 $ 4,155,323 1.2 % 7.7 %
(1) On April 1, 2024, AB and SocGen, a leading European bank, completed their transaction to form a jointly owned equity research provider and cash equity trading partner for institutional investors. AB deconsolidated the BRS business and contributed the business to the JVs. For further discussion, see Note 24 Divestiture to our consolidated financial statements contained in Item 8.
Investment Advisory and Services Fees
Investment advisory and services fees are the largest component of our revenues. These fees generally are calculated as a percentage of the value of AUM as of a specified date, or as a percentage of the value of average AUM for the applicable billing period, and vary with the type of investment service, the size of account and the total amount of assets we manage for a particular client. Accordingly, fee income generally increases or decreases as AUM increase or decrease and is affected by market appreciation or depreciation, the addition of new client accounts or client contributions of additional assets to existing accounts, withdrawals of assets from and termination of client accounts, purchases and redemptions of mutual fund shares, shifts of assets between accounts or products with different fee structures, and acquisitions. Our average basis points realized (investment advisory and services fees divided by average AUM) generally approximate 30 to 105 basis points for actively managed equity services, 10 to 65 basis points for actively managed fixed income services and 1 to 50 basis points for passively managed services. Average basis points realized for other services could range from 3 basis points for certain Institutional third party managed services to 190 basis points for certain Private Wealth Management alternative services. These ranges include all-inclusive fee arrangements (covering investment management, trade execution and other services) for our Private Wealth Management clients.
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We calculate AUM using established market-based valuation methods and fair valuation (non-observable market) methods. Market-based valuation methods include: last sale/settle prices from an exchange for actively-traded listed equities, options and futures; evaluated bid prices from recognized pricing vendors for fixed income, asset-backed or mortgage-backed issues; mid prices from recognized pricing vendors and brokers for credit default swaps; and quoted bids or spreads from pricing vendors and brokers for other derivative products. Fair valuation methods include: discounted cash flow models or any other methodology that is validated and approved by our Valuation Committee and sub-committee (the " Valuation Committee" ) ( see paragraph immediately below for more information regarding our Valuation Committee). Fair valuation methods are used only where AUM cannot be valued using market-based valuation methods, such as in the case of private equity or illiquid securities.
The Valuation Committee consisting of senior officers and employees, oversees a consistent framework of pricing and valuation of all investments held in client and AB portfolios. The Valuation Committee has adopted a Statement of Pricing Policies describing principles and policies that apply to pricing and valuing investments held in these portfolios. We also have a Pricing Group, which is overseen by the Valuation Committee and is responsible for managing the pricing process for all investments.
We sometimes charge our clients performance-based fees. In these situations, we charge a base advisory fee and are eligible to earn an additional performance-based fee or incentive allocation that is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. Some performance-based fees include a high-watermark provision, which generally provides that if a client account underperforms relative to its performance target (whether absolute or relative to a specified benchmark), it must gain back such underperformance before we can collect future performance-based fees. Therefore, if we fail to achieve our performance target for a particular period, we will not earn a performance-based fee for that period and, for accounts with a high-watermark provision, our ability to earn future performance-based fees will be impaired. We are eligible to earn performance-based fees on 7.3%, 7.6% and 0.4% of the assets we manage for institutional clients, private wealth clients and retail clients, respectively (in total, 4.5% of our AUM).
Our investment advisory and services fees increased by $89.4 million, or 2.6%, in 2025, due to a $175.1 million, or 5.5%, increase in base fees, offset by a $85.7 million, or 31.6%, decrease in performance-based fees. The increase in base fees is primarily due to a 7.5% increase in average AUM. Our investment advisory and services fees increased by $466.7 million, or 15.7%, in 2024, due to a $340.6 million, or 12.0%, increase in base fees and a $126.1 million increase in performance- based fees.
Performance-based fees decreased $85.7 million, or 31.6%, in 2025, primarily due to lower performance fees earned on our Global Opportunistic Credit fund, Global Multi-Strategy fund, Securitized Assets fund, Private Credit fund and Select Equity Long/Short fund, partially offset by higher performance fees earned on our International Small Cap fund, European Loan Opportunities fund and US Select Equity fund. Performance-based fees increased $126.1 million, or 87.0%, in 2024, primarily due to higher performance-based fees earned on Financial Services Opportunities fund, Global Opportunistic Credit fund, Global Multi-Strategy fund and US Select Equity Long/Short fund, partially offset by lower performance-based fees earned on International Small Cap fund.
Institutional base fees increased $4.5 million, or 0.7%, in 2025, primarily due to a 4.5% increase in average AUM, partially offset by a lower portfolio fee rate. Retail base fees increased $91.1 million, or 6.1%, in 2025, primarily due to a 8.9% increase in average AUM, partially offset by a lower portfolio fee rate. Private Wealth base fees increased $79.5 million, or 7.6%, in 2025, primarily due to an 11.3% increase in average AUM, partially offset by a lower portfolio fee rate. Institutional base fees increased $6.9 million, or 1.1%, in 2024, primarily due to a 6.0% increase in average AUM, partially offset by a lower portfolio fee rate. Retail base fees increased $228.4 million, or 17.9%, in 2024, primarily due to a 20.4% increase in average AUM, partially offset by a lower portfolio fee rate. Private Wealth base fees increased $105.3 million, or 11.2%, in 2024, primarily due to a 14.6% increase in average AUM, partially offset by a lower portfolio fee rate.
Bernstein Research Services
E ffective April 1, 2024, AB deconsolidated the BRS business. For further discussion, see Note 24 Divestitures to our consolidated financial statements in Item 8.
Prior to the deconsolidation of the BRS business, we earned revenues for providing investment research to, and executing brokerage transactions for, institutional clients. These clients compensated us principally by directing us to execute brokerage transactions on their behalf, for which we earned commissions, and to a lesser extent, by paying us directly for research through commission sharing agreements or cash payments.
Revenues from Bernstein Research Services decreased $96.2 million, or 100.0%, in 2025. The decrease was driven by the deconsolidation of the BRS business in 2024.
Revenues from Bernstein Research Services decreased $289.9 million, or 75.1%, in 2024. The decrease was driven by the deconsolidation of the BRS business
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Distribution Revenues
Two of our subsidiaries act as distributors and/or placement agents of company-sponsored mutual funds and receive distribution services fees from certain of those funds as full or partial reimbursement of the distribution expenses they incur. Period-over-period fluctuations of distribution revenues typically are in line with fluctuations of the corresponding average AUM of these mutual funds.
Distribution revenues increased $91.8 million, or 12.6%, in 2025, primarily due to an 11.9% increase in the corresponding average AUM of these mutual funds. Distribution revenues increased $140.4 million, or 23.9%, in 2024, primarily due to a 20.0% increase in the corresponding average AUM of these mutual funds.
Dividend and Interest Income and Broker-Dealer Related Interest Expense
Dividend and interest income consists primarily of investment income and interest earned on customer margin balances and U.S. Treasury Bills as well as dividend and interest income in our consolidated company-sponsored investment funds. Broker-dealer related interest expense principally reflects interest accrued on cash balances in customers’ brokerage accounts.
Dividend and interest income decreased $24.9 million, or 15.1%, in 2025, primarily due to lower interest earned on U.S. Treasury Bills and customer margin balances. Broker-dealer related interest expense decreased $21.5 million, or 25.5%, in 2025, primarily due to lower interest paid on cash balances in customers' brokerage accounts.
Dividend and interest income decreased $34.1 million, or 17.1%, in 2024, primarily due to lower interest earned on U.S. Treasury Bills and customer margin balances. Broker-dealer related interest expense decreased $23.0 million, or 21.4%, in 2024, primarily due to lower interest paid on cash balances in customers' brokerage accounts.
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Investment (Losses) Gains
Investment (losses) gains consist primarily of realized and unrealized investment gains or losses on: (i) employee long-term incentive compensation-related investments, (ii) U.S. Treasury Bills, (iii) seed capital investments, (iv) derivatives and (v) investments in our consolidated company-sponsored investment funds. Investment gains (losses) also include equity in earnings of proprietary investments in limited partnership hedge funds that we sponsor and manage and equity gains (losses) related to our equity method investments.
Investment (losses) gains are as follows:
Years Ended December 31
2025 2024 2023
(in thousands)
Long-term incentive compensation-related investments:
Realized gains $ 1,262 $ 7,194 $ 6,573
Unrealized gains (losses) 1,719 (3,915) (1,707)
Investments held by consolidated company-sponsored investment funds:
Realized gains (losses) 5,518 (855) (32,125)
Unrealized gains 3,291 15,898 48,350
Seed capital investments:
Realized gains (losses)
Seed capital and other 8,724 2,322 (34)
Derivatives (25,567) (20,542) (7,588)
Unrealized gains (losses)
Seed capital and other 9,395 9,668 10,099
Derivatives (3,797) 12,886 (8,717)
Brokerage-related investments:
Realized gains (losses) 345 160 (203)
Unrealized (losses) gains (48) 309 (442)
Equity method investments:
(Loss) on JVs (39,056) (36,611) —
Gain on other equity method investments 7,368 — —
$ (30,846) $ (13,486) $ 14,206
Other Revenues
Other revenues consist of fees earned for transfer agency services provided to company-sponsored mutual funds, fees earned for administration and recordkeeping services provided to company-sponsored mutual funds and the General Accounts of EQH and its subsidiaries, and other miscellaneous revenues. Other revenues decreased $8.6 million, or 6.0%, in 2025, primarily due to lower shareholder servicing fees partially offset by certain reimbursements for services provided to the JVs. Other revenues increased $41.5 million, or 40.9%, in 2024, primarily due to certain reimbursements for services provided to the JVs.
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Expenses
The components of expenses are as follows:
Years Ended December 31 % Change
2025 2024 2023 2025-24 2024-23
(in thousands)
Employee compensation and benefits $ 1,790,452 $ 1,801,767 $ 1,769,153 (0.6 %) 1.8 %
Promotion and servicing:
Distribution-related payments 813,188 742,429 610,368 9.5 21.6
Amortization of deferred sales commissions 83,514 57,983 36,817 44.0 57.5
Trade execution, marketing, T&E and other 162,611 182,146 215,643 (10.7) (15.5)
1,059,313 982,558 862,828 7.8 13.9
General and administrative 557,032 599,215 581,571 (7.0) 3.0
Contingent payment arrangements 191 (121,896) 22,853 n/m n/m
Interest on borrowings 28,271 43,509 54,394 (35.0) (20.0)
Amortization of intangible assets 44,918 45,913 46,854 (2.2) (2.0)
Total $ 3,480,177 $ 3,351,066 $ 3,337,653 3.9 % 0.4 %
Employee Compensation and Benefits
Employee compensation and benefits consist of base compensation (including salaries and severance), annual short-term incentive compensation awards (cash bonuses), annual long-term incentive compensation awards, commissions, fringe benefits and other employment costs (including recruitment, training, temporary help and meals).
Compensation expense as a percentage of net revenues was 39.5%, 40.3% and 42.6% for the years ended December 31, 2025, 2024 and 2023, respectively. Compensation expense generally is determined on a discretionary basis and is primarily a function of our firm’s current-year financial performance. The amounts of incentive compensation we award are designed to motivate, reward and retain top talent while aligning our executives' interests with the interests of our Unitholders. Senior management, together with the Compensation and Workplace Practices Committee of the Board of Directors of AllianceBernstein Corporation (“ Compensation Committee ”), continue to believe that the appropriate metric to consider in determining the amount of incentive compensation is the ratio of adjusted employee compensation and benefits expense to adjusted net revenues. Adjusted net revenues used in the adjusted compensation ratio are the same as the adjusted net revenues presented as a non-GAAP measure ( discussed earlier in this Item 7 ). Adjusted employee compensation and benefits expense is total employee compensation and benefits expense minus other employment costs such as recruitment, training, temporary help and meals (which were 1.0%, 1.0% and 1.1% of adjusted net revenues for 2025, 2024 and 2023, respectively), and excludes the impact of mark-to-market vesting expense, as well as dividends and interest expense, associated with employee long-term incentive compensation-related investments and the amortization expense associated with the awards issued by EQH to some of our firm's executives relating to their roles as members of the EQH Management Committee. Senior management, with the approval of the Compensation Committee, has established as an objective that adjusted employee compensation and benefits expense, excluding the impact of performance-based fees, generally should not exceed 50% of our adjusted net revenues in any year, except in unexpected or unusual circumstances. Our ratios of adjusted compensation expense as a percentage of adjusted net revenues were 48.3%, 47.9% and 49.0%, respectively, for the years ended December 31, 2025, 2024 and 2023.
In 2025, employee compensation and benefits expense decreased $11.3 million, or 0.6%, primarily due to lower incentive compensation of $37.7 million and lower base compensation of $7.0 million, partially offset by higher commissions of $31.3 million. In 2024, employee compensation and benefits expense increased $32.6 million, or 1.8%, primarily due to higher incentive compensation of $92.9 million and higher commissions of $27.9 million, partially offset by lower base compensation of $87.8 million primarily driven by the Bernstein Research Services deconsolidation.
Promotion and Servicing
Promotion and servicing expenses include distribution-related payments to financial intermediaries for distribution of AB mutual funds and amortization of deferred sales commissions paid to financial intermediaries for the sale of back-end load shares of AB mutual funds. Also included in this expense category are costs related to trade execution and clearance, travel and entertainment, advertising and promotional materials.
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Promotion and servicing expenses increased $76.8 million, or 7.8%, in 2025. The increase was due to higher distribution-related payments of $70.8 million and higher amortization of deferred sales commissions of $25.5 million, partially offset by lower trade execution and clearance expenses of $16.3 million primarily driven by the Bernstein Research Services deconsolidation. Promotion and servicing expenses increased $119.7 million, or 13.9%, in 2024. The increase was due to higher distribution- related payments of $132.1 million, higher amortization of deferred sales commissions of $21.2 million and higher transfer fees of $11.1 million, partially offset by lower trade execution and clearance expenses of $47.1 million primarily driven by the Bernstein Research Services deconsolidation.
General and Administrative
General and administrative expenses include portfolio services fees, technology fees, professional fees and office-related expenses (occupancy, communications and similar expenses). General and administrative expenses as a percentage of net revenues were 12.3%, 13.4% and 14.0% for the years ended December 31, 2025, 2024 and 2023, respectively. General and administrative expenses decreased $42.2 million, or 7.0%, in 2025. The decrease was primarily due to lower office-related expenses of $60.0 million principally driven by our early exit from our previous New York office location in 2024, lower professional fees of $5.3 million and lower other taxes of $4.5 million, partially offset by a one time gain in the prior year period related to the recognition of a $20.8 million government incentive grant received in connection with the relocation of our headquarters to Nashville, Tennessee, a retirement plan settlement loss of $17.7 million in the current year and a $5.8 million AB funds reimbursement expense (net of $8.5 million recovered during the third quarter of 2025) related to a disputed billing practice of a third-party service provider.
General and administrative expenses increased $17.6 million, or 3.0%, in 2024. The increase was primarily due to higher office and related expenses of $13.3 million, losses related to the settlement of the retirement plan in 2024 of $13.1 million, higher portfolio services expenses of $7.3 million, higher other state income taxes of $6.3 million and higher charitable contributions of $5.3 million, partially offset by the recognition of a $20.8 million government incentive grant received in connection with our headquarters relocation to Nashville, Tennessee and lower errors of $3.3 million.
Contingent Payment Arrangements
Contingent payment arrangements reflect changes in estimates of contingent payment liabilities associated with acquisitions in current and previous periods, as well as accretion expense of these liabilities.
During 2025, there were no changes in estimates related to our contingent payment arrangements.
During 2024, we recognized a gain of $128.5 million in contingent payment arrangements in the consolidated statement of income related to a fair value remeasurement of the contingent payment liability associated with our acquisition of AB CarVal (the " CarVal Acquisition ") in 2022. The fair value remeasurement was due to updated assumptions of future performance associated with the liability. In December 2024, the company agreed to finalize its contingent consideration liability with AB CarVal for a value of $134.0 million. This liability will be paid predominantly in AB Units issued within 10 days of December 31, 2027. Given the liability is no longer contingent, during 2024, the present value of the liability of approximately $118.8 million was reclassified to accounts payable and accrued expenses on the consolidated statements of financial condition. The current carrying value of the liability as of December 31, 2025 of $123.8 million will accrete up to $134.0 million through December 31, 2027. This expense is recognized as general and administrative expenses on the consolidated statements of income.
During 2023, we recorded a change in estimate related to the contingent consideration liability associated with the acquisition of Autonomous LLC in 2019 of $14.1 million. The change in estimate was based upon better than expected revenues during the 2023 performance evaluation period. These expenses resulting from changes to expected payments and the accretion of these obligations to their expected payment amounts are reflected within contingent payment arrangements in our consolidated statements of income.
For the years ended December 31, 2025, 2024 and 2023, we recognized $0.2 million, $9.0 million and $8.8 million, respectively, in accretion expense related to our contingent considerations payable.
Interest on Borrowings
Interest expense decreased $15.2 million in 2025, primarily due to lower weighted average interest rates and lower weighted average borrowings. Average daily borrowings for the EQH facilities and commercial paper were $591.6 million at a weighted average interest rate of 4.3% during 2025 compared to $762.4 million and 5.3% during 2024.
Interest expense decreased $10.9 million in 2024, primarily due to lower weighted average borrowings, partially offset by a slightly higher weighted average interest rate. Average daily borrowings for the EQH facilities and commercial paper were $762.4 million at a weighted average interest rate of 5.3% during 2024 compared to $1.0 billion and 5.1% during 2023.
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Amortization of Intangible Assets
Amortization of intangible assets reflects our amortization of costs assigned to acquired investment management contracts with a finite life. These assets are recognized at fair value and generally are amortized on a straight-line basis over their estimated useful life. Amortization of intangible assets decreased by $1.0 million in 2025. During 2025, we wrote off approximately $4.0 million of intangible assets associated with various historical acquisitions.
Amortization of intangible assets decreased by $0.9 million in 2024. During 2024, we wrote off approximately $4.4 million of intangible assets associated with various historical acquisitions.
Income Taxes
AB, a private limited partnership, is not subject to federal or state corporate income taxes. However, AB is subject to a 4.0% New York City unincorporated business tax ( “UBT” ). Our domestic corporate subsidiaries are subject to federal, state and local income taxes, and generally are included in the filing of a consolidated federal income tax return. Separate state and local income tax returns also are filed. Foreign corporate subsidiaries generally are subject to taxes in the jurisdictions where they are located.
Income tax expense decreased $3.5 million, or 5.4%, in 2025 compared to 2024. This decrease is due to lower pre-tax book income and one-time discrete items.
Income tax expense increased $36.1 million, or 124.2%, in 2024 compared to 2023. The increase is primarily driven by a one time tax benefit of $22.4 million resulting from the release of a valuation allowance on a capital loss tax asset due to a 2023 tax planning action, related to future restructuring of certain foreign subsidiaries that would not have a material impact on AB operations. This resulted in a higher effective tax rate in 2024 of 5.2% compared to 3.6% in 2023.
Net Income (Loss) of Consolidated Entities Attributable to Non-Controlling Interests
Net income (loss) of consolidated entities attributable to non-controlling interests primarily consists of limited partner interests owned by other investors in our consolidated company-sponsored investment funds. In 2025, we had $6.4 million of net income of consolidated entities attributable to non-controlling interests, primarily due to gains on investments held by our consolidated company-sponsored investment funds. In 2024, we had $20.2 million of net income of consolidated entities attributable to non-controlling interests, primarily due to gains on investments held by our consolidated company-sponsored investment funds.
Capital Resources and Liquidity
Cash flows from operating activities primarily include the receipt of investment advisory and services fees and other revenues offset by the payment of operating expenses incurred in the normal course of business. Our cash flows from operating activities have historically been positive and sufficient to support our operations. We do not anticipate this to change in the foreseeable future. Cash flows from investing activities generally consist of small capital expenditures and, when applicable, divestitures, capital activity related to our equity method investments and business acquisitions. Cash flows from financing activities primarily consist of issuance and repayment of debt and the repurchase of AB Holding units for our long-term deferred compensation plans. We are required to distribute all of our Available Cash Flow to our Unitholders and the General Partner.
During 2025, net cash provided by operating activities was $1.0 billion, compared to $1.4 billion during 2024. The decrease is primarily due to the net activity of our consolidated company-sponsored investment funds of $445.2 million, a decrease in accounts payable and accrued liabilities of $138.9 million, an increase in broker-dealer related net assets of $61.9 million and a decrease in accrued compensation and benefits expense of $52.8 million, partially offset by a decrease in fees receivable of $238.2 million and a decrease in deferred sales commissions of $87.2 million. During 2024, net cash provided by operating activities was $1.4 billion, compared to $0.9 billion during 2023. The change was primarily due to higher earnings of $312.5 million (after non-cash reconciling items), the net activity of our consolidated company-sponsored investment funds of $128.1 million, an increase in accounts payable and accrued expenses of $94.0 million and an increase in broker-dealer related payables (net of receivables and segregated U.S. Treasury Bills activity) of $87.9 million, partially offset by an increase in fees receivable of $140.8 million.
During 2025, net cash used in investing activities was $38.8 million, compared to $115.7 million during 2024. The change is due to a decrease in debt repayment received from equity method investments of $86.2 million, lower purchases of furniture, equipment and leasehold improvements of $83.6 million, a decrease in cash used related to the divestiture of the BRS business of $40.2 million and a decrease in capital contributions to equity method investments of $39.4 million. During 2024, net cash used in investing activities was $115.7 million, compared to $33.6 million during 2023. The change was primarily due to higher purchases of furniture, equipment and leasehold improvements of $88.7 million and cash used related to the divestiture of the BRS business of $40.2 million. The cash used in the divestiture included $304.0 million in cash proceeds received from SocGen offset by $338.2 million in cash contributed from the transferring balance sheet and $6.0 million in direct costs to sell. In addition, there was an increase in debt repayment from equity method investments of $86.2 million offset by capital contributions to equity method investments of $39.4 million.
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During 2025, net cash used in financing activities was $1.1 billion, compared to $1.6 billion during 2024. The change is primarily due to lower repayments of debt of $544.3 million and capital contributions from consolidated funds in the current year compared to cash distributions in the prior year (net impact of $305.3 million), partially offset by higher cash distributions to Unitholders of $169.4 million and lower proceeds from the issuance of private units to EQH of $150.0 million. During 2024, net cash used in financing activities was $1.6 billion, compared to $1.0 billion during 2023. The change is primarily due to higher repayments of debt of $608.6 million and higher cash distributions to Unitholders of $115.2 million, partially offset by proceeds from the issuance of private units to EQH of $150.0 million.
As of December 31, 2025, AB had $778.8 million of cash and cash equivalents (excluding cash and cash equivalents of consolidated company-sponsored investment funds), all of which is available for liquidity but consist primarily of cash on deposit for our broker-dealers related to various customer clearing activities and cash held by foreign subsidiaries of $496.8 million.
See Note 12 to our consolidated financial statements in Item 8 for disclosures relating to our debt and credit facilities. We use our debt and credit facilities to seed certain new investment products which may expose us to market risk, credit risk and material gains and losses. To reduce our exposure, we enter into various futures, forwards, options and swaps primarily to economically hedge certain of our seed money investments. While in most cases broad market risks are hedged and are effective in reducing our exposure, our hedges are imperfect and we may remain exposed to some market risk and credit-related losses in the event of non-performance by counterparties on these derivative instruments.
Our financial condition and access to public and private debt markets should provide adequate liquidity for our general business needs. Management believes that cash flow from operations and the issuance of debt and AB Units or AB Holding Units will provide us with the resources we need to meet our financial obligations. See “Risk Factors” in Item 1A and “Cautions Regarding Forward-Looking Statements” in this Item 7 for a discussion of credit markets and our ability to renew our credit facilities at expiration.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Guarantees
Under various circumstances, AB guarantees the obligations of its consolidated subsidiaries.
AB maintains an $800 million committed, unsecured senior revolving credit facility (the " Credit Facility ")with a group of commercial banks and lenders. The Credit Facility was amended and restated as of August 5, 2025 removing Sanford C. Bernstein & Co., as co-borrower. SCB LLC currently has three uncommitted lines of credit with three financial institutions. Two of these lines of credit permit us to borrow up to an aggregate of approximately $150.0 million, with AB named as an additional borrower, while the other line has no stated limit. AB has guaranteed the obligations of SCB LLC under these lines of credit. AB maintains guarantees totaling $150.0 million for SCB LLC’s three uncommitted lines of credit.
AB maintains a guarantee with a commercial bank, under which we guarantee the obligations in the ordinary course of business for SCB LLC, one of our U.S. based broker-dealers. In the event this entity is unable to meet its obligations, AB will pay the obligation when due or on demand.
We also have two smaller guarantees with a commercial bank totaling approximately $1.9 million, under which we guarantee certain obligations in the ordinary course of business of one of our foreign subsidiaries.
In 2024, AB and SocGen completed a transaction forming the JVs. In connection with the transaction, Bernstein Institutional Services LLC (“ BIS ”), the U.S. broker-dealer subsidiary of the NA JV, entered into a credit facility agreement (the " BIS Credit Facility ") with SocGen, as lender, providing for up to $60.0 million of working capital. As a condition of the credit facility and until SocGen’s ownership exceeded 50% of NA JV, AB would provide a limited guarantee under which AB would guarantee up to its percentage ownership, currently 66.7% as of December 31, 2025, of any unpaid obligations of BIS. As of December 31, 2025, there were no unpaid obligations under this facility requiring a guarantee by AB. Effective February 28, 2025, the agreement was amended and the original maturity date of April 1, 2025 was extended to March 31, 2026. The current commitment under the facility was reduced from $60.0 million to $30.0 million. There were no other material amendments to the credit facility.
In addition, AB agreed to indemnify SocGen Canada (" SG Canada ") for certain obligations and liabilities in relation to Sanford C. Bernstein Canada (" SCB Canada ") until such time as SocGen exceeds 50% ownership of NA JV (the “ Canadian Regulatory Guarantee ”). Under the terms of the Canadian Regulatory Guarantee, SG Canada must guarantee the customer liabilities of SCB Canada to the full extent of its regulatory capital which fluctuates based upon business activity. AB agreed to indemnify SG Canada for 66.7% of any amounts paid by SG Canada under the Canadian Regulatory Guarantee. As of December 31, 2025, there were no unpaid obligations requiring a guarantee by AB.
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We have not been required to perform under any of the above agreements and currently have no outstanding liability in connection with these agreements. See Note 24 Divestitures to AB's consolidated financial statements in Item 8 for further discussion related to the BIS Credit Facility and Canadian Regulatory Guarantee.
Aggregate Contractual Obligations
We have various compensation and benefit obligations, including accrued salaries and fringes, commissions, payroll taxes, incentive payments and deferred compensation arrangements. The majority of our compensation and benefits obligations are paid out in less than one year, while the deferred compensation obligations are payable over various periods, with the majority payable over periods of up to three years. Accrued compensation and benefits as of December 31, 2025 totaled $349.3 million. This amount excludes our accrued international pension obligation. Offsetting our accrued compensation obligations are long- term incentive compensation-related investments and money market investments we funded totaling $56.4 million, which are included in our consolidated statement of financial condition. Any amounts reflected on the consolidated statement of financial condition as payables (to broker-dealers, brokerage clients and company-sponsored mutual funds) and accounts payable and accrued expenses are excluded from the aforementioned accrued compensation and benefits obligation amount.
We expect to make contributions to our qualified profit sharing plan of approximately $19.0 million in each of the next four years.
During the fourth quarter of 2024, we entered into a non-exclusive partnership with Reinsurance Group of America, Incorporated (“ RGA ”) under which we committed to invest $100.0 million in a reinsurance sidecar vehicle sponsored by RGA and focused on the U.S. asset-intensive reinsurance market. AB intends to manage private alternative assets for RGA’s general account as part of a separate transaction. As of December 31, 2025, we have funded $0.1 million of this commitment. The remaining commitment of up to $100.0 million can be called upon short notice at any future point.
During the third quarter of 2025, we entered into a non-exclusive partnership with Carlyle Investment Management L.L.C. (the " Asset Management Sponsor ") and Fortitude International Ltd. (the " Insurance Sponsor/and or their respective affiliates" ), and together (the " Sponsors ") under which we committed to invest $100.0 million in a reinsurance sidecar vehicle Carlyle FCA Re, L.P. (the " FCA Re Sideca r"). The FCA Re Sidecar is focused on reinsuring life and annuity liabilities in Asia. AB intends to manage private alternative assets for the Insurance Sponsor as part of a separate transaction. As of December 31, 2025, we have not funded any of this commitment.
See Note 13 to our consolidated financial statements in Item 8 for discussion of our leases.
See Note 12 to our consolidated financial statements in Item 8 for a discussion of our debt.
Contingencies
See Note 14 to our consolidated financial statements in Item 8 for a discussion of our commitments and contingencies.
Critical Accounting Estimates
The preparation of the consolidated financial statements and notes to consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.
Management believes that the critical accounting policies and estimates discussed below involve significant management judgment due to the sensitivity of the methods and assumptions used.
Goodwill
Our acquisitions are accounted for under the acquisition method of accounting, where the cost of the acquisition is allocated on the basis of the estimated fair value of the assets acquired and the liabilities assumed. The excess of the purchase price over the fair value of identifiable assets acquired, net of liabilities assumed, results in the recognition of goodwill.
As of December 31, 2025, we had goodwill of $3.6 billion on the consolidated statement of financial condition, which included $666.1 million as a result of the CarVal Investors L.P. (" CarVal ") acquisition in 2022, $2.6 billion as a result of the Sanford C. Bernstein Inc. (“ Bernstein ”) acquisition in 2000 and $291.9 million in regard to various smaller acquisitions.
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We have determined that AB has only one reporting segment and reporting unit. We test our goodwill annually, as of September 30, for impairment or if certain events or changes in circumstances occur and trigger an interim impairment test. The carrying value of goodwill is also reviewed if facts and circumstances occur that suggest possible impairment, such as, but not limited to significant transactions including acquisitions or divestitures and significant declines in AUM, revenues, earnings or the price of an AB Holding Unit. Any of these changes in circumstances could suggest the possibility that goodwill is impaired, but none of these events or circumstances by itself would indicate that it is more likely than not that goodwill is impaired. Instead, they are merely recognized as triggering events for the consideration of impairment and must be viewed in combination with any mitigating or positive factors. A holistic evaluation of all events since the most recent quantitative impairment test must be done to determine whether it is more likely than not that the reporting unit is impaired.
For our annual impairment test, we utilize the market approach where the fair value of the reporting unit is based on its unadjusted market valuation (AB Units outstanding multiplied by AB Holding's Unit price) and earnings multiples. A goodwill impairment would be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The goodwill impairment test does not include a determination by management of whether a decline in fair value is temporary and it is important that management's determination of fair value reflect the impact of changing market conditions, including the severity and anticipated duration of any such changes. The price of a publicly traded AB Holding Unit serves as a reasonable starting point for valuing an AB Unit because each represents the same fractional interest in our underlying business. Our market approach analysis also includes comparable industry earnings multiples applied to our earnings forecast and assumes a control premium (when applicable).
Loss Contingencies
Management continuously reviews with legal counsel the status of regulatory matters and pending or threatened litigation. We evaluate the likelihood that a loss contingency exists and record a loss contingency if it is both probable and reasonably estimable as of the date of the financial statements. See Note 14 to our consolidated financial statements in Item 8
Accounting Pronouncements
See Note 2 to our consolidated financial statements in Item 8.
Cautions Regarding Forward-Looking Statements
Certain statements provided by management in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The most significant of these factors include, but are not limited to, the following: the performance of financial markets, the investment performance of sponsored investment products and separately managed accounts, general economic conditions, industry trends, future acquisitions, integration of acquired companies, competitive conditions and government regulations, including changes in tax regulations and rates and the manner in which the earnings of publicly-traded partnerships are taxed. We caution readers to carefully consider such factors. Further, these forward-looking statements speak only as of the date on which such statements are made; we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. For further information regarding these forward-looking statements and the factors that could cause actual results to differ, see “Risk Factors” in Item 1A . Any or all of the forward-looking statements that we make in this Form 10-K, other documents we file with or furnish to the SEC, and any other public statements we issue, may turn out to be wrong. It is important to remember that other factors besides those listed in “Risk Factors” and those listed below could also adversely impact our revenues, financial condition, results of operations and business prospects.
The forward-looking statements referred to in the preceding paragraph, most of which directly affect AB but also affect AB Holding because AB Holding’s principal source of income and cash flow is attributable to its investment in AB, include statements regarding:
• Our belief that the cash flow AB Holding realizes from its investment in AB will provide AB Holding with the resources it needs to meet its financial obligations: AB Holding’s cash flow is dependent on the quarterly cash distributions it receives from AB. Accordingly, AB Holding’s ability to meet its financial obligations is dependent on AB’s cash flow from its operations, which is subject to the performance of the capital markets and other factors beyond our control.
• Our financial condition and ability to access the public and private capital markets providing adequate liquidity for our general business needs: Our financial condition is dependent on our cash flow from operations, which is subject to the performance of the capital markets, our ability to maintain and grow client assets under management and other factors beyond our control. Our ability to access public and private capital markets on reasonable terms may be limited by adverse market conditions, our firm’s credit ratings, our profitability and changes in government regulations, including tax rates and interest rates.
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• The outcome of litigation: Litigation is inherently unpredictable, and excessive damage awards do occur. Though we have stated, where applicable, that we do not expect any pending legal proceedings to have a material adverse effect on our results of operations, financial condition or liquidity, any settlement or judgment with respect to a legal proceeding could be significant, and could have such an effect.
• The possibility that we will engage in open market purchases of AB Holding Units for anticipated obligations under our incentive compensation award program: The number of AB Holding Units AB may decide to buy in future periods, if any, for incentive compensation awards depends on various factors, some of which are beyond our control, including the fluctuation in the price of an AB Holding Unit (NYSE: AB) and the availability of cash to make these purchases.
• Our determination that adjusted employee compensation expense, excluding the impact of performance-based fees, generally should not exceed 50% of our adjusted net revenues on an annual basis: Aggregate employee compensation reflects employee performance and competitive compensation levels. Fluctuations in our revenues and/or changes in competitive compensation levels could result in adjusted employee compensation expense exceeding 50% of our adjusted net revenues.
• Our initiative to replace our investment management technology: While we believe that our initiative to replace our existing investment management technology will result in long term savings to the business based on reasonable assumptions as of the date of this report, the duration and complexity of the project creates a significant risk that our current assumptions may not be realized.
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
AB Holding
Market Risk, Risk Management and Derivative Financial Instruments
AB Holding’s sole investment is AB Units. AB Holding did not own, nor was it a party to, any derivative financial instruments during the years ended December 31, 2025, 2024 and 2023.
AB
Market Risk, Risk Management and Derivative Financial Instruments
Our investments consist of trading and other investments. Trading investments include U.S. Treasury Bills, mutual funds, exchange-traded options and various separately-managed portfolios consisting of equity securities. Trading investments are purchased for short-term investment, principally to fund liabilities related to long-term incentive compensation plans and to seed new investment services. Other investments include alternative investments and hedge funds we sponsor and other investment vehicles.
We enter into various futures, forwards, swaps and options primarily to economically hedge our seed capital investments. We do not hold any derivatives designated in a formal hedge relationship under ASC 815-10, Derivatives and Hedging. See Note 7 Derivative Instruments to our consolidated financial statements in Item 8.
Trading and Non-Trading Market Risk Sensitive Instruments
Investments with Interest Rate Risk—Fair Value
The table below provides our potential exposure with respect to our fixed income investments, measured in terms of fair value, to an immediate 100 basis point increase in interest rates at all maturities from the levels prevailing as of December 31, 2025 and 2024. Such a fluctuation in interest rates is a hypothetical rate scenario used to calibrate potential risk and does not represent our view of future market movements. While these fair value measurements provide a representation of interest rate sensitivity of our investments in fixed income mutual funds and fixed income hedge funds, they are based on our exposures at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing changes in investments in response to our assessment of changing market conditions and available investment opportunities:
As of December 31
2025 2024
Fair Value Effect of
+100
Basis Point
Change Fair Value Effect of
+100
Basis Point
Change
(in thousands)
Fixed Income Investments:
Securities segregated (U.S. Treasury Bills) $ 498,649 $ (4,986) $ 499,245 $ (4,992)
Trading 74,637 (4,247) 51,240 (3,033)
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Investments with Equity Price Risk—Fair Value
Our investments also include investments in equity securities, mutual funds and hedge funds. The following table provides our potential exposure with respect to our equity investments, measured in terms of fair value, to an immediate 10% decrease in equity prices from those prevailing as of December 31, 2025 and 2024. A 10% decrease in equity prices is a hypothetical scenario used to calibrate potential risk and does not represent our view of future market movements. While these fair value measurements provide a representation of equity price sensitivity of our investments in equity securities, mutual funds and hedge funds, they are based on our exposures at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing portfolio activities in response to our assessment of changing market conditions and available investment opportunities:
As of December 31
2025 2024
Fair Value Effect of -10%
Equity Price
Change Fair Value Effect of -10%
Equity Price
Change
(in thousands)
Equity Investments:
Trading $ 137,263 $ (13,726) $ 150,585 $ (15,058)
Other investments 319,112 (31,911) 333,380 (33,338)
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Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the General Partner and Unitholders of AllianceBernstein Holding L.P.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying statements of financial condition of AllianceBernstein Holding L.P. (the “Company”) as of December 31, 2025, and 2024, and the related statements of income, of comprehensive income, of changes in partners’ capital and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Measurement of Equity in Net Income Attributable to AB Unitholders – Performance-Based Fee s
As described in Notes 1 and 2 to the financial statements, the Company’s principal source of income and cash flow is attributable to its investment in AllianceBernstein L.P. (“AB”) limited partnership interests. The equity in net income attributable to AB unitholders was $332.8 million for the year ended December 31, 2025, of which a portion relates to performance-based fees which are earned based on the value of the investors’ assets under management (“AUM”). The Company records its investment in AB using the equity method of accounting. The Company’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, the Company’s investment is adjusted to reflect its proportionate share of certain capital transactions of AB. As disclosed by management, the transaction price for the asset management performance obligation for certain investment advisory contracts, including those associated with hedge funds and other alternative investments, provide for a performance-based fee (including carried interest), in addition to a base advisory fee, which is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. The performance-based fees are forms of variable consideration and are therefore excluded from the transaction price until it becomes probable that there will not be significant reversal of the cumulative revenue recognized. Constraining factors impacting the amount of variable consideration included in the transaction price include the contractual claw-back provisions to which the variable consideration is subject, the length of time to which the uncertainty of the consideration is subject, the number and range of possible consideration amounts, the probability of significant fluctuations in the AUM market value and the level at which the AUM value exceeds the contractual threshold required to earn such a fee (collectively the “constraining factors”). Management calculates AUM using established market-based valuation methods and fair valuation (non-observable market) methods. Fair valuation methods, which include discounted cash flow models and other methods, are used only where AUM cannot be valued using market-based valuation methods, such as in the case of private equity or illiquid securities.
The principal considerations for our determination that performing procedures relating to measurement of equity in net income attributable to AB unitholders – performance-based fees is a critical audit matter are (i) a high degree of auditor effort in performing procedures and evaluating audit evidence related to these fees, including evaluating audit evidence related to (a) the assessment of the applicable constraining factors impacting the amount of variable consideration and (b) the calculation of AUM where fair valuation methods are used; and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to equity in net income attributable to AB unitholders, including controls relating to management’s revenue recognition process for performance-based fees, including controls over the assessment of the applicable constraining factors impacting the amount of variable consideration and the calculation of AUM where fair valuation methods are used. These procedures also included, among others, (i) testing management’s process for determining performance-based fees; (ii) evaluating the appropriateness of the fair valuation methods used to calculate AUM; (iii) testing the completeness and accuracy of certain data provided by management; (iv) testing the calculation of AUM by (a) developing an independent range of prices by obtaining third party prices for a sample of securities where fair valuation methods were used and (b) comparing the independent range of prices to management’s calculation; and (v) for a sample of investment advisory contracts, evaluating the reasonableness of the applicable constraining factors related to (a) contractual claw-back provisions to which variable consideration is subject, (b) the length of time to which the uncertainty of the consideration is subject, (c) the number and range of possible consideration amounts, (d) the probability of significant fluctuations in the AUM market value, and (e) the level at which the AUM value exceeded the contractual threshold required to earn such fees. Professionals with specialized skill and knowledge were used to assist in testing the calculation of the AUM by (i) developing an independent range of prices using independently developed inputs for a sample of securities where fair valuation methods were used and (ii) comparing the independent range of prices to management’s calculation.
/s/PricewaterhouseCoopers LLP
Nashville, Tennessee
February 12, 2026
We have served as the Company’s auditor since 2006.
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Statements of Financial Condition
Years Ended December 31
2025 2024
(in thousands,
except unit amounts)
ASSETS
Investment in AB $ 1,240,042 $ 2,034,632
Total assets $ 1,240,042 $ 2,034,632
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Other liabilities $ 1,664 $ 2,770
Total liabilities 1,664 2,770
Commitments and contingencies ( See Note 7 )
Partners’ capital:
General Partner: 100,000 general partnership units issued and outstanding
1,355 1,401
Limited partners: 92,184,367 and 110,430,329 limited partnership units issued and outstanding
1,277,569 2,095,248
AB Holding Units held by AB to fund long-term incentive compensation plans ( 22,682 ) ( 23,363 )
Accumulated other comprehensive loss ( 17,864 ) ( 41,424 )
Total partners’ capital 1,238,378 2,031,862
Total liabilities and partners’ capital $ 1,240,042 $ 2,034,632
See Accompanying Notes to Financial Statements.
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Statements of Income
Years Ended December 31
2025 2024 2023
(in thousands, except per unit amounts)
Equity in net income attributable to AB Unitholders $ 332,756 $ 461,949 $ 299,781
Income taxes 32,920 38,575 35,597
Net income $ 299,836 $ 423,374 $ 264,184
Net income per Unit $ 2.97 $ 3.71 $ 2.34
See Accompanying Notes to Financial Statements.
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Statements of Comprehensive Income
Years Ended December 31
2025 2024 2023
(in thousands)
Net income $ 299,836 $ 423,374 $ 264,184
Other comprehensive income:
Foreign currency translation adjustments, before reclassification and tax 14,575 ( 6,571 ) 5,678
Less: reclassification adjustment for (losses) included in net income upon liquidation — ( 4,039 ) —
Foreign currency translation adjustments, before tax 14,575 ( 2,532 ) 5,678
Income tax benefit (expense) 272 158 ( 252 )
Foreign currency translation adjustments, net of tax 14,847 ( 2,374 ) 5,426
Changes in employee benefit related items:
Amortization of prior service cost 229 23 9
Recognized actuarial (loss) gain ( 51 ) 1,089 3,560
Less: reclassification adjustment for (losses) included in net income upon retirement plan liquidation ( 8,578 ) ( 1,918 ) —
Changes in employee benefit related items 8,756 3,030 3,569
Income tax (expense) ( 43 ) ( 36 ) ( 31 )
Employee benefit related items, net of tax 8,713 2,994 3,538
Other comprehensive income 23,560 620 8,964
Comprehensive income $ 323,396 $ 423,994 $ 273,148
See Accompanying Notes to Financial Statements.
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Statements of Changes in Partners’ Capital
Years Ended December 31
2025 2024 2023
(in thousands)
General Partner’s Capital
Balance, beginning of year $ 1,401 $ 1,327 $ 1,355
Net income 301 372 234
Cash distributions to Unitholders ( 347 ) ( 298 ) ( 262 )
Balance, end of year 1,355 1,401 1,327
Limited Partners’ Capital
Balance, beginning of year 2,095,248 2,147,147 2,160,207
Net income 299,535 423,002 263,950
Cash distributions to Unitholders ( 352,108 ) ( 340,953 ) ( 295,877 )
(Retirement) of AB Holding Units ( 76,997 ) ( 64,487 ) ( 85,300 )
(Retirement) of AB Holding Units for EQH Exchange Agreement — ( 185,101 ) —
(Retirement) of AB Holding Units in connection with EQH Amended Exchange Agreement ( 820,188 ) — —
Issuance of AB Holding Units to fund long-term incentive compensation plan awards 132,079 115,640 104,167
Balance, end of year 1,277,569 2,095,248 2,147,147
AB Holding Units held by AB for long-term incentive compensation plans
Balance, beginning of year ( 23,363 ) ( 30,185 ) ( 37,551 )
Change in AB Holding Units held by AB for long-term incentive compensation plans 681 6,822 7,366
Balance, end of year ( 22,682 ) ( 23,363 ) ( 30,185 )
Accumulated Other Comprehensive (Loss)
Balance, beginning of year ( 41,424 ) ( 42,044 ) ( 51,008 )
Foreign currency translation adjustment, net of tax 14,847 ( 2,374 ) 5,426
Changes in employee benefit related items, net of tax 8,713 2,994 3,538
Balance, end of year ( 17,864 ) ( 41,424 ) ( 42,044 )
Total Partners’ Capital $ 1,238,378 $ 2,031,862 $ 2,076,245
See Accompanying Notes to Financial Statements.
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Statements of Cash Flows
Years Ended December 31
2025 2024 2023
(in thousands)
Cash flows from operating activities:
Net income $ 299,836 $ 423,374 $ 264,184
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net income attributable to AB Unitholders ( 332,756 ) ( 461,949 ) ( 299,781 )
Cash distributions received from AB 386,398 377,581 329,900
Changes in assets and liabilities:
(Decrease) increase in other liabilities ( 1,106 ) 1,475 ( 328 )
Net cash provided by operating activities 352,372 340,481 293,975
Cash flows from financing activities:
Cash distributions to Unitholders ( 352,455 ) ( 341,251 ) ( 296,139 )
Capital contributions from AB 83 770 2,164
Net cash used in financing activities ( 352,372 ) ( 340,481 ) ( 293,975 )
Change in cash and cash equivalents — — —
Cash and cash equivalents as of beginning of the year — — —
Cash and cash equivalents as of end of the year $ — $ — $ —
Cash paid:
Income taxes 34,026 $ 37,102 $ 35,928
Non-cash investing activities:
Issuance of AB Holding Units for long-term incentive compensation plan awards 132,079 115,640 104,167
Retirement of AB Holding Units ( 76,997 ) ( 64,487 ) ( 85,300 )
Non-cash financing activities:
Retirement of AB Holding Units in connection with the EQH Exchange and Amended Exchange Agreement $ ( 820,188 ) $ ( 185,101 ) $ —
See Accompanying Notes to Financial Statements.
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Notes to Financial Statements
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. Cross-references are in italics.
1. Business Description and Organization
AB Holding’s principal source of income and cash flow is attributable to its investment in AB limited partnership interests.
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 Services —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 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, 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:
• Equities, including actively managed strategies across global and regional markets and capitalization ranges, spanning growth, value, core, defensive, thematic, and sustainable approaches, with varying degrees of active risk, concentration, and benchmark sensitivity;
• Fixed Income , including actively managed traditional and unconstrained strategies across taxable and tax-exempt markets, encompassing government, corporate, securitized, emerging market, and municipal securities, with a focus on income generation, risk management, liquidity, and diversification;
• Multi-Asset Solutions , including outcome-oriented and asset-allocation strategies such as target-date, target-risk, income, and total-return portfolios, as well as customized multi-asset solutions designed to meet specific client objectives;
• Hedge Fund Strategies , including fundamental and systematic hedge funds, equity market neutral, event-driven, macro, and fund-of-funds strategies, focused on delivering diversified, idiosyncratic return streams with controlled market exposure;
• Private Alternatives , including private credit, asset-based finance, real assets, real estate debt, and specialty finance strategies, where returns are driven by underwriting discipline, structure, selectivity, and active portfolio management rather than public market beta; and
• Systematic Strategies , including alpha-seeking and risk-controlled approaches that apply quantitative research, data-driven signals, and disciplined portfolio construction across equity and fixed income markets, as well as passive index, ESG index, and enhanced index solutions designed to provide efficient market exposure.
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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 December 31, 2025, the ownership structure of AB, expressed as a percentage of general and limited partnership interests, was as follows:
EQH and its subsidiaries 68.2 %
AB Holding 31.1
Unaffiliated holders 0.7
100.0 %
EQH Exchange
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. For further discussion, see Note 5 Units Outstanding.
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 68.3 % economic interest in AB as of December 31, 2025.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
AB Holding’s financial statements and notes should be read in conjunction with the consolidated financial statements and notes of AB, which are included in this Form 10-K.
Investment in AB
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.
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 February 5, 2026, the General Partner declared a distribution of $ 0.96 per unit, representing a distribution of Available Cash Flow for the three months ended December 31, 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 March 12, 2026, to holders of record at the close of business on February 20, 2026.
Total cash distributions per Unit paid to Unitholders during 2025, 2024 and 2023 were $ 3.47 , $ 2.98 and $ 2.62 , respectively.
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Long-term Incentive Compensation Plans
AB maintains several unfunded, non-qualified long-term incentive compensation plans, under which the company grants awards of restricted units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“ AB Holding Units ”) to its employees and members of the Board of Directors, who are not employed by AB or by any of AB’s 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 years ended December 31, 2025 and 2024 consisted of the following:
Years Ended December 31
2025 2024
(in millions)
Total amount of AB Holding Units Purchased (1)
4.1 4.5
Total Cash Paid for AB Holding Units Purchased (1)
$ 162.1 $ 156.2
Open Market Purchases of AB Holding Units Purchased (1)
1.9 1.8
Total Cash Paid for Open Market Purchases of AB Holding Units (1)
$ 72.1 $ 60.1
(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 to repurchase AB Holding Units on AB’s behalf in accordance with the terms and limitations specified in the plan. Repurchases are subject to regulations promulgated by the U.S. Securities and Exchange Commission (“ SEC ”) as well as certain price, market volume and timing constraints specified in the plan. The plan adopted during the fourth quarter expired at the close of business on December 26, 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 2025, AB granted to employees and Eligible Directors 5.8 million restricted AB Holding Units (including 4.2 million granted in December 2025 under our year-end Incentive Compensation Award Program to employees). During 2024, AB granted to employees and Eligible Directors 5.9 million restricted AB Holding Units (including 4.1 million granted in December 2024 under our year-end Incentive Compensation Award Program to employees). AB used AB Holding Units repurchased during the periods and newly-issued AB Holding Units to fund these awards.
Recently Adopted Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“ FASB ”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This amendment is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and certain information about income taxes paid. This revised guidance is effective for financial statements issued for fiscal years beginning after December 15, 2024. The amendments in this update should be applied on a prospective basis for financial statements issued for reporting periods after the effective date of this update. Retrospective application is permitted. Management has elected to adopt this standard prospectively, prior periods have not been recast to reflect current period presentation. The adoption of this standard did not have a material impact on our financial condition or results of operations. See Note 6 Income Taxes for further discussion.
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Subsequent Events
We have evaluated subsequent events through the date that these financial statements were filed with the SEC. See Note 24 Divestitures t o AB's consolidated financial statements included in this Form 10-K for additional details related to AB's joint ventures.
3. Net Income Per Unit
Net income per Unit is derived by dividing net income by the weighted average number of units outstanding for each year. Diluted net income per Unit is equivalent to net income per Unit, as there are no outstanding instruments that have a dilutive effect.
Years Ended December 31,
2025 2024 2023
(in thousands, except per unit amounts)
Net income $ 299,836 $ 423,374 $ 264,184
Weighted average units outstanding 101,069 114,125 112,948
Net income per Unit $ 2.97 $ 3.71 $ 2.34
4. Investment in AB
Changes in AB Holding’s investment in AB for the years ended December 31, 2025 and 2024 are as follows:
2025 2024
(in thousands)
Investment in AB as of January 1, $ 2,034,632 $ 2,077,540
Equity in net income attributable to AB Unitholders 332,756 461,949
Changes in accumulated other comprehensive income 23,560 620
Cash distributions received from AB ( 386,398 ) ( 377,581 )
Capital contributions (from) AB ( 83 ) ( 770 )
AB Holding Units (retired) ( 76,997 ) ( 64,487 )
(Retirement) of AB Holding Units for EQH Exchange Agreement — ( 185,101 )
(Retirement) of AB Holding Units in connection with EQH Amended Exchange Agreement ( 820,188 ) —
AB Holding Units issued to fund long-term incentive compensation plans 132,079 115,640
Change in AB Holding Units held by AB for long-term incentive compensation plans 681 6,822
Investment in AB as of December 31, $ 1,240,042 $ 2,034,632
5. Units Outstanding
Changes in AB Holding Units outstanding for the years ended December 31, 2025 and 2024 are as follows:
2025 2024
Outstanding as of January 1, 110,530,329 114,436,091
Units issued 3,428,006 3,201,493
Units retired (1)
( 21,673,968 ) ( 7,107,255 )
Outstanding as of December 31, 92,284,367 110,530,329
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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 AB Holding Units owned by EQH, with such exchanges to occur over the next two years. Each AB Holding Unit exchanged will be retired following the exchange. On December 19, 2024, EQH and AB exchanged 5,211,194 AB Units for AB Holding Units and the AB Holding Units were retired. See Exhibit 10.32 to this Form 10K for further 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. See Exhibit 10.34 to this Form 10-K for further details.
(1) AB Holding Unit retirements in 2025 include 19,682,946 AB Holding Units retired in connection with the Amended Exchange Agreement entered into with EQH on July 10, 2025. AB Holding Unit retirements in 2024 includes 5,211,194 Units retired in connection with a master exchange agreement entered into with EQH on December 19, 2024. See Exhibit 10.32 and 10.34 to this Form 10-K for further details.
6. 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.
The table below provides the updated requirements of the Improvements to Income Tax Disclosures effective January 1, 2025. See Note 2 Summary of Significant Accounting Policies —Recent Accounting Pronouncements for additional details on the adoption of the Improvements to Income Tax Disclosures.
The Improvements to Income Tax Disclosures require reconciliation to the applicable statutory federal (national) income tax rate of the jurisdiction of domicile. Beginning 2025, the Company updated the rate reconciliation to start with a zero percent federal income tax rate. The rate reconciliation discloses material reconciling items and foreign jurisdictions based on significant transactions, events, or jurisdictions separately disclosed elsewhere in the financial statements.
The principal reasons for the difference between our effective tax rates and the statutory federal income tax rate are as follows:
Year Ended December 31,
2025
(in thousands)
U.S. Federal Statutory Tax Rate $ — — %
State and local income tax 1 — —
Other adjustments
Partnership gross income tax (federal and state) 32,920 9.9 %
Income tax expense and effective tax rate $ 32,920 9.9 %
For the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the principal reasons for the difference between our effective tax rates and the UBT statutory tax rate of 4.0 % are as follows:
Years Ended December 31,
2024 2023
(in thousands)
UBT statutory rate $ 18,478 4.0 % $ 11,991 4.0 %
Federal tax on partnership gross business income 37,622 8.1 34,765 11.6
State income taxes 953 0.3 832 0.3
Credit for UBT paid by AB ( 18,478 ) ( 4.0 ) ( 11,991 ) ( 4.0 )
Income tax expense and effective tax rate $ 38,575 8.4 % $ 35,597 11.9 %
(1) State taxes consist of New York City UBT fully offset by credits for UBT paid by AB.
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AB Holding’s federal income tax is computed by multiplying certain AB qualifying revenues by AB Holding’s ownership interest in AB, multiplied by the 3.5 % tax rate. Certain 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.
Years Ended December 31, % Change
2025 2024 2023 2025-24 2024-23
(in thousands)
Net income attributable to AB Unitholders $ 982,489 $ 1,173,247 $ 764,610 ( 16.3 %) 53.4 %
Multiplied by: weighted average equity ownership interest 33.9 % 39.4 % 39.2 %
Equity in net income attributable to AB Unitholders $ 332,756 $ 461,949 $ 299,781 ( 28.0 %) 54.1 %
AB qualifying revenues $ 2,950,386 $ 2,964,983 $ 2,790,628 ( 0.5 ) 6.2
Multiplied by: weighted average equity ownership interest for calculating tax 31.0 % 36.3 % 35.6 %
Multiplied by: federal tax 3.5 % 3.5 % 3.5 %
Federal income taxes 32,030 37,622 34,765
State income taxes 890 953 832
Total income taxes $ 32,920 $ 38,575 $ 35,597 ( 14.7 %) 8.4 %
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) enter into a substantial new line of business. If AB Holding were to lose or surrender 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.
We recognize the effects of a tax position in the financial statements only if, as of the reporting date, it is “more likely than not” to be sustained based on its technical merits and their applicability to the facts and circumstances of the tax position. In making this assessment, we assume that the taxing authority will examine the tax position and have full knowledge of all relevant information. Accordingly, we have no liability for unrecognized tax benefits as of December 31, 2025 and 2024. A liability for unrecognized tax benefits, if required, would be recorded in income tax expense and affect the company’s effective tax rate. As of December 31, 2025, AB Holding is no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2021.
Upon adoption of the amendments under Improvements to Income Tax Disclosures applied for the year ended December 31, 2025, cash paid (net of refunds received) for income taxes consisted of the following:
Years Ended December 31,
2025 2024 2023
(in thousands)
Federal tax on partnership gross business income $ 33,038 $ — $ —
State & local 988 — —
Total cash paid for income taxes (net of refunds) 34,026 — —
Total cash paid for income taxes (prior to ASU 2023-09) $ — $ 37,102 $ 35,928
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7. 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.
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Report of Independent Registered Public Accounting Firm
To the General Partner and Unitholders of AllianceBernstein L.P.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial condition of AllianceBernstein L.P. and its subsidiaries (the “Company”) as of December 31, 2025, and 2024, and the related consolidated statements of income, of comprehensive income, of changes in partners’ capital and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the index appearing under Item 15 (a) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Performance-Based Fees
As described in Notes 2 and 3 to the consolidated financial statements, the Company’s performance-based fees earned were $185.3 million for the year ended December 31, 2025, and are earned based on the value of the investors’ assets under management (“AUM”). The transaction price for the asset management performance obligation for certain investment advisory contracts, including those associated with hedge funds and other alternative investments, provide for a performance-based fee (including carried interest), in addition to a base advisory fee, which is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. The performance-based fees are forms of variable consideration and are therefore excluded from the transaction price until it becomes probable that there will not be significant reversal of the cumulative revenue recognized. Constraining factors impacting the amount of variable consideration included in the transaction price include the contractual claw-back provisions to which the variable consideration is subject, the length of time to which the uncertainty of the consideration is subject, the number and range of possible consideration amounts, the probability of significant fluctuations in the AUM market value and the level at which the AUM value exceeds the contractual threshold required to earn such a fee (collectively the “constraining factors”). Management calculates AUM using established market-based valuation methods and fair valuation (non-observable market) methods. Fair valuation methods, which include discounted cash flow models and other methods, are used only where AUM cannot be valued using market-based valuation methods, such as in the case of private equity or illiquid securities.
The principal considerations for our determination that performing procedures relating to performance-based fees is a critical audit matter are (i) a high degree of auditor effort in performing procedures and evaluating audit evidence related to these fees, including evaluating audit evidence related to (a) the assessment of the applicable constraining factors impacting the amount of variable consideration and (b) the calculation of AUM where fair valuation methods are used; and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s revenue recognition process for performance-based fees, including controls over the assessment of the applicable constraining factors impacting the amount of variable consideration and the calculation of AUM where fair valuation methods are used. These procedures also included, among others, (i) testing management’s process for determining performance-based fees; (ii) evaluating the appropriateness of the fair valuation methods used to calculate AUM; (iii) testing the completeness and accuracy of certain data provided by management; (iv) testing the calculation of AUM by (a) developing an independent range of prices by obtaining third party prices for a sample of securities where fair valuation methods were used and (b) comparing the independent range of prices to management’s calculation; and (v) for a sample of investment advisory contracts, evaluating the reasonableness of the applicable constraining factors related to (a) contractual claw-back provisions to which variable consideration is subject, (b) the length of time to which the uncertainty of the consideration is subject, (c) the number and range of possible consideration amounts, (d) the probability of significant fluctuations in the AUM market value, and (e) the level at which the AUM value exceeded the contractual threshold required to earn such fees. Professionals with specialized skill and knowledge were used to assist in testing the calculation of the AUM by (i) developing an independent range of prices using independently developed inputs for a sample of securities where fair valuation methods were used and (ii) comparing the independent range of prices to management’s calculation.
/s/ PricewaterhouseCoopers LLP
Nashville, Tennessee
February 12, 2026
We have served as the Company’s auditor since 2006.
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Consolidated Statements of Financial Condition
Years Ended December 31
2025 2024
(in thousands,
except unit amounts)
ASSETS
Cash and cash equivalents $ 778,847 $ 832,044
Cash and securities segregated, at fair value (cost $496,263 and $495,391)
499,063 500,046
Receivables, net:
Brokers and dealers 32,829 33,772
Brokerage clients 1,607,527 1,432,372
AB funds fees 410,883 467,351
Other fees 139,755 159,336
Investments:
Equity Method 255,034 286,721
Other 275,979 248,483
Assets of consolidated company-sponsored investment funds:
Cash and cash equivalents 17,726 1,989
Investments 330,534 140,792
Other assets 25,120 14,801
Furniture, equipment and leasehold improvements, net 248,030 248,673
Goodwill 3,598,591 3,598,591
Intangible assets, net 166,415 215,054
Deferred sales commissions, net 165,300 182,707
Right-of-use assets 454,988 449,877
Other assets 271,155 259,318
Total assets $ 9,277,776 $ 9,071,927
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Years Ended December 31
2025 2024
(in thousands,
except unit amounts)
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND CAPITAL
Liabilities:
Payables:
Brokers and dealers $ 214,454 $ 162,570
Brokerage clients 1,936,726 1,933,843
AB mutual funds 305 830
Contingent consideration liability 8,605 9,385
Accounts payable and accrued expenses 381,211 426,675
Lease liabilities 518,578 512,615
Liabilities of consolidated company-sponsored investment funds 25,281 1,716
Accrued compensation and benefits 367,498 391,161
Debt 810,000 710,000
Total liabilities 4,262,658 4,148,795
Commitments and contingencies (See Note 14)
Redeemable non-controlling interest of consolidated entities 178,967 48,489
Capital:
General Partner 48,694 49,519
Limited partners: 293,508,421 and 292,107,907 units issued and outstanding
4,916,978 4,999,616
Receivables from affiliates (260) (2,893)
AB Holding Units held for long-term incentive compensation plans (72,869) (62,366)
Accumulated other comprehensive (loss) (57,389) (110,581)
Partners’ capital attributable to AB Unitholders 4,835,154 4,873,295
Non-redeemable non-controlling interests in consolidated entities 997 1,348
Total capital 4,836,151 4,874,643
Total liabilities, non-controlling interest and capital $ 9,277,776 $ 9,071,927
See Accompanying Notes to Consolidated Financial Statements.
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Consolidated Statements of Income
Years Ended December 31
2025 2024 2023
(in thousands, except per unit amounts)
Revenues:
Investment advisory and services fees $ 3,531,490 $ 3,442,139 $ 2,975,468
Bernstein research services — 96,222 386,142
Distribution revenues 818,444 726,670 586,263
Dividend and interest income 140,368 165,313 199,443
Investment (losses) gains (30,846) (13,486) 14,206
Other revenues 134,192 142,794 101,342
Total revenues 4,593,648 4,559,652 4,262,864
Less: Broker-dealer related interest expense 62,996 84,513 107,541
Net revenues 4,530,652 4,475,139 4,155,323
Expenses:
Employee compensation and benefits 1,790,452 1,801,767 1,769,153
Promotion and servicing:
Distribution-related payments 813,188 742,429 610,368
Amortization of deferred sales commissions 83,514 57,983 36,817
Trade execution, marketing, T&E and other 162,611 182,146 215,643
General and administrative 557,032 599,215 581,571
Contingent payment arrangements 191 (121,896) 22,853
Interest on borrowings 28,271 43,509 54,394
Amortization of intangible assets 44,918 45,913 46,854
Total expenses 3,480,177 3,351,066 3,337,653
Operating income 1,050,475 1,124,073 817,670
Gain on divestiture — 134,555 —
Non-operating income — 134,555 —
Pre-tax Income 1,050,475 1,258,628 817,670
Income tax 61,600 65,143 29,051
Net income 988,875 1,193,485 788,619
Net income of consolidated entities attributable to non-controlling interests 6,386 20,238 24,009
Net income attributable to AB Unitholders $ 982,489 $ 1,173,247 $ 764,610
Net income per AB Unit: $ 3.33 $ 4.05 $ 2.65
See Accompanying Notes to Consolidated Financial Statements.
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Consolidated Statements of Comprehensive Income
Years Ended December 31
2025 2024 2023
(in thousands)
Net income $ 988,875 $ 1,193,485 $ 788,619
Other comprehensive income:
Foreign currency translation adjustments, before reclassification and tax 30,334 (20,843) 14,262
Less: reclassification adjustment for (losses) included in net income upon liquidation — (10,197) (389)
Foreign currency translation adjustments, before tax 30,334 (10,646) 14,651
Income tax (expense) benefit (453) 59 (618)
Foreign currency translation adjustments, net of tax 29,881 (10,587) 14,033
Changes in employee benefit related items:
Amortization of prior service cost 611 24 24
Recognized actuarial gain — 1,504 9,135
Less: reclassification adjustment for (losses) included in net income upon retirement plan liquidation (22,830) (4,931) —
Changes in employee benefit related items 23,441 6,459 9,159
Income tax (expense) (130) (89) (79)
Employee benefit related items, net of tax 23,311 6,370 9,080
Other comprehensive income (loss) 53,192 (4,217) 23,113
Less: Comprehensive income in consolidated entities attributable to non-controlling interests 6,386 20,238 24,009
Comprehensive income attributable to AB Unitholders $ 1,035,681 $ 1,169,030 $ 787,723
See Accompanying Notes to Consolidated Financial Statements.
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Consolidated Statements of Changes in Partners’ Capital
Years Ended December 31
2025 2024 2023
(in thousands)
General Partner’s Capital
Balance, beginning of year $ 49,519 $ 45,388 $ 45,985
Net income 9,825 11,732 7,646
Cash distributions to General Partner (11,244) (9,553) (8,411)
Long-term incentive compensation plans activity 30 (61) (21)
Issuance of AB Units, net 564 513 189
Issuance of AB Units for EQH purchase agreement — 1,500 —
Issuance of AB Units in connection with EQH Amended Exchange Agreement 8,202 — —
(Retirement) of AB Units in connection with EQH Amended Exchange Agreement (8,202) — —
Balance, end of year 48,694 49,519 45,388
Limited Partners' Capital
Balance, beginning of year 4,999,616 4,590,619 4,648,113
Net income 972,664 1,161,515 756,964
Cash distributions to Unitholders (1,112,667) (944,912) (830,860)
Long-term incentive compensation plans activity 2,963 (6,014) (2,080)
Issuance of AB Units, net 54,402 49,908 18,482
Issuance of AB Units for EQH purchase agreement — 148,500 —
Issuance of AB Units in connection with EQH Amended Exchange Agreement 811,986 — —
(Retirement) of AB Units in connection with EQH Amended Exchange Agreement (811,986) — —
Balance, end of year 4,916,978 4,999,616 4,590,619
Receivables from Affiliates
Balance, beginning of year (2,893) (4,490) (4,270)
Long-term incentive compensation awards expense 1,246 1,088 727
Capital contributions from (to) AB Holding 1,387 509 (947)
Balance, end of year (260) (2,893) (4,490)
AB Holding Units held for Long-term Incentive Compensation Plans
Balance, beginning of year (62,366) (76,363) (95,318)
Purchases of AB Holding Units for long-term compensation plans, net (161,708) (157,038) (144,086)
(Issuance) of AB Units, net (54,561) (49,894) (17,562)
Long-term incentive compensation awards expense 210,228 216,133 179,724
Re-valuation of AB Holding Units held in rabbi trust (4,462) 4,796 879
Balance, end of year (72,869) (62,366) (76,363)
Accumulated Other Comprehensive (Loss)
Balance, beginning of year (110,581) (106,364) (129,477)
Foreign currency translation adjustment, net of tax 29,881 (10,587) 14,033
Changes in employee benefit related items, net of tax 23,311 6,370 9,080
Balance, end of year (57,389) (110,581) (106,364)
Total Partners' Capital attributable to AB Unitholders 4,835,154 4,873,295 4,448,790
Non-redeemable Non-controlling Interests in Consolidated Entities
Balance, beginning of year 1,348 4,572 12,607
Net income 744 3,940 743
Distributions to non-controlling interests, net (1,095) (7,164) (8,514)
Adjustment — — (264)
Balance, end of year 997 1,348 4,572
Total Capital $ 4,836,151 $ 4,874,643 $ 4,453,362
See Accompanying Notes to Consolidated Financial Statements.
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Consolidated Statements of Cash Flows
Years Ended December 31
2025 2024 2023
(in thousands)
Cash flows from operating activities:
Net income $ 988,875 $ 1,193,485 $ 788,619
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred sales commissions 83,514 57,983 36,817
Non-cash long-term incentive compensation expense 211,475 217,220 180,451
Depreciation and other amortization 87,102 91,126 92,113
Unrealized (gains) on investments (10,998) (5,503) (7,810)
Equity losses of equity method investments 31,689 36,551 —
Unrealized (gains) on investments of consolidated company-sponsored investment funds (3,291) (15,898) (48,350)
Non-cash lease expense 71,375 112,458 101,761
(Gain) on divestiture — (134,555) —
(Gain) on assets held for sale — — (800)
Remeasurement of contingent payment arrangements — (130,901) 14,050
Retirement plan loss 17,733 14,309 —
Other, net 10,484 28,424 (4,641)
Changes in assets and liabilities:
Decrease in securities, segregated 983 367,634 654,751
(Increase) decrease in receivables (90,983) (199,288) 629,204
(Increase) decrease in investments (16,006) 7,238 (10,656)
(Increase) in deferred sales commissions (66,108) (153,316) (71,941)
(Increase) decrease in other assets (10,992) 13,052 (36,263)
(Increase) decrease in investments of consolidated company-sponsored investment funds (186,451) 272,280 167,712
(Increase) decrease in other assets of consolidated company-sponsored investment funds (10,319) 10,498 19,125
Increase (decrease) in other liabilities of consolidated company-sponsored investment funds 23,565 (10,821) (42,992)
Increase (decrease) in payables 46,015 (388,594) (1,451,280)
(Decrease) increase in accounts payable and accrued expenses (51,852) 86,999 (6,992)
(Decrease) increase in accrued compensation and benefits (26,693) 26,113 (22,848)
Cash payments to relieve operating lease liabilities (66,262) (90,190) (107,738)
Net cash provided by operating activities 1,032,855 1,406,304 872,292
Cash flows from investing activities:
Purchases of furniture, equipment and leasehold improvements (38,757) (122,330) (33,627)
Divestiture of business (includes $304.0 million in cash proceeds in 2024)
— (40,196) —
Capital contribution to equity method investments — (39,401) —
Debt repayment from equity method investments — 86,200 —
Net cash used in investing activities (38,757) (115,727) (33,627)
Cash flows from financing activities:
Proceeds from (repayment of) debt, net 100,000 (444,316) 164,316
(Decrease) in overdrafts payable — (11) —
Distributions to General Partner and Unitholders (1,123,911) (954,464) (839,271)
Subscriptions (redemptions) of non-controlling interests of consolidated company-sponsored investment funds, net 124,092 (181,169) (183,245)
Capital contributions (to) AB Holding (83) (770) (2,164)
Purchases of AB Holding Units for long-term incentive compensation plan awards, net (161,708) (157,038) (144,086)
Proceeds from issuance of private units to EQH — 150,000 —
Other, net (5,459) (9,362) (4,870)
Net cash used in financing activities (1,067,069) (1,597,130) (1,009,320)
Effect of exchange rate changes on cash and cash equivalents 35,511 (20,303) 22,527
Net (decrease) in cash and cash equivalents (37,460) (326,856) (148,128)
Cash and cash equivalents as of beginning of the period 834,033 1,160,889 1,309,017
Cash and cash equivalents as of end of the period $ 796,573 $ 834,033 $ 1,160,889
Cash paid:
Interest paid $ 88,483 $ 125,839 $ 155,335
Income taxes paid 68,675 51,799 57,216
Non-cash financing activities:
Retirement of AB Holding Units in connection with the EQH Exchange and Amended Exchange Agreement $ (820,188) $ (185,101) $ —
Issuance of AB Holding Units in connection with the EQH Exchange and Amended Exchange Agreement 820,188 185,101 —
See Accompanying Notes to Consolidated Financial Statements.
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AllianceBernstein L.P. and Subsidiaries
Notes to Consolidated Financial Statements
The words “ we ” and “ our ” refer collectively to AllianceBernstein L.P. and its subsidiaries (“ AB ”), or to their officers and employees. Similarly, the word “ company ” refers to AB. Cross-references are in italics.
1. Business Description and Organization
We provide diversified investment management and related services globally to a broad range of clients. Our principal services include:
• Institutional Services —servicing our 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 our 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 Services —servicing our 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.
We also provide distribution, shareholder servicing, transfer agency services and administrative services to the mutual funds we sponsor.
Our high-quality, in-depth research is the foundation of our asset management and private wealth management businesses. Our research disciplines include economic, equity, fixed income and quantitative research. In addition, we have expertise in multi-asset strategies, wealth management, environmental, social and corporate governance (" ESG "), and alternative investments.
We provide a broad range of investment services with expertise in:
• Equities, including actively managed strategies across global and regional markets and capitalization ranges, spanning growth, value, core, defensive, thematic, and sustainable approaches, with varying degrees of active risk, concentration, and benchmark sensitivity;
• Fixed Income , including actively managed traditional and unconstrained strategies across taxable and tax-exempt markets, encompassing government, corporate, securitized, emerging market, and municipal securities, with a focus on income generation, risk management, liquidity, and diversification;
• Multi-Asset Solutions , including outcome-oriented and asset-allocation strategies such as target-date, target-risk, income, and total-return portfolios, as well as customized multi-asset solutions designed to meet specific client objectives;
• Hedge Fund Strategies , including fundamental and systematic hedge funds, equity market neutral, event-driven, macro, and fund-of-funds strategies, focused on delivering diversified, idiosyncratic return streams with controlled market exposure;
• Private Alternatives , including private credit, asset-based finance, real assets, real estate debt, and specialty finance strategies, where returns are driven by underwriting discipline, structure, selectivity, and active portfolio management rather than public market beta; and
• Systematic Strategies , including alpha-seeking and risk-controlled approaches that apply quantitative research, data-driven signals, and disciplined portfolio construction across equity and fixed income markets, as well as passive index, ESG index, and enhanced index solutions designed to provide efficient market exposure.
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Organization
AllianceBernstein Corporation (an indirect wholly-owned subsidiary of EQH, “ General Partner ”) is the general partner of both AllianceBernstein Holding L.P. (“ 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 December 31, 2025, 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 68.2 %
AB Holding 31.1
Unaffiliated holders 0.7
100.0 %
EQH Exchange
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. For further discussion, see Note 20 Units Outstanding .
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 68.3% economic interest in AB as of December 31, 2025.
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( "US GAAP" ). The preparation of the consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include AB and its majority-owned and/or controlled subsidiaries, and the consolidated entities that are considered to be variable interest entities ( "VIEs" ) and voting interest entities ( "VOEs" ) in which AB has a controlling financial interest. Non-controlling interests on the consolidated statements of financial condition include the portion of consolidated company-sponsored investment funds in which we do not have direct equity ownership. All significant inter-company transactions and balances among the consolidated entities have been eliminated.
Recently Adopted Accounting Pronouncements or Accounting Pronouncements Not Yet Adopted
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“ FASB ”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This amendment is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and certain information about income taxes paid. This revised guidance is effective for financial statements issued for fiscal years beginning after December 15, 2024. The amendments in this update should be applied on a prospective basis for financial statements issued for reporting periods after the effective date of this update. Retrospective application is permitted. Management has elected to adopt this standard prospectively, prior periods have not been recast to reflect current period presentation. The adoption of this standard did not have a material impact on our financial condition or results of operations. See Note 21 Income Taxes for further discussion.
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Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This amendment is expected to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This information is not generally presented in the financial statements today. The amendments in this update do not change or remove current expense disclosure requirements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all periods presented in the financial statements. We are currently evaluating the impacts of the new standard.
Revenue Recognition
Investment Advisory and Services Fees
AB provides asset management services by managing customer assets and seeking to deliver investment returns to investors. Each investment management contract between AB and a customer creates a distinct, separately identifiable performance obligation for each day the customer’s assets are managed as the customer can benefit from each day of service. In accordance with ASC 606, a series of distinct goods and services that are substantially the same and have the same pattern of transfer to the customer are treated as a single performance obligation. Accordingly, we have determined that our investment and advisory services are performed over time and entitle us to variable consideration earned based on the value of the investors’ assets under management (“ AUM ”).
We calculate AUM using established market-based valuation methods and fair valuation (non-observable market) methods. Market-based valuation methods include: last sale/settle prices from an exchange for actively-traded listed equities, options and futures; evaluated bid prices from recognized pricing vendors for fixed income, asset-backed or mortgage-backed issues; mid prices from recognized pricing vendors and brokers for credit default swaps; and quoted bids or spreads from pricing vendors and brokers for other derivative products. Fair valuation methods include: discounted cash flow models or any other methodology that is validated and approved by our Valuation Committee ( see paragraph immediately below for additional information about our Valuation Committee). Fair valuation methods are used only where AUM cannot be valued using market-based valuation methods, such as in the case of private equity or illiquid securities.
The Valuation Committee, consisting of senior officers and employees, oversees the pricing and valuation of all investments held in client and AB portfolios. The Valuation Committee has adopted a Statement of Pricing Policies describing principles and policies that apply to pricing and valuing investments held in these portfolios. We also have a Pricing Group, which reports to the Valuation Committee and is responsible for overseeing the pricing process for all investments. We record as revenue investment advisory and services base fees, which we generally calculate as a percentage of AUM. At month-end, all the components of the transaction price ( i.e., the base fee calculation) are no longer variable and the value of the consideration is determined. These fees are not subject to claw back and there is minimal probability that a significant reversal of the revenue recorded will occur.
The transaction price for the asset management performance obligation for certain investment advisory contracts, including those associated with hedge funds and other alternative investments, provide for a performance-based fee (including carried interest), in addition to a base advisory fee, which is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. The performance-based fees are forms of variable consideration and are therefore excluded from the transaction price until it becomes probable that there will not be significant reversal of the cumulative revenue recognized. At each reporting date, we evaluate the constraining factors, discussed below , surrounding the variable consideration to determine the extent to which, if any, revenues associated with the performance-based fee can be recognized.
Constraining factors impacting the amount of variable consideration included in the transaction price include: the contractual claw-back provisions to which the variable consideration is subject, the length of time to which the uncertainty of the consideration is subject, the number and range of possible consideration amounts, the probability of significant fluctuations in the AUM market value and the level at which the AUM value exceeds the contractual threshold required to earn such a fee.
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Bernstein Research Services
Effective April 1, 2024, AB deconsolidated the Bernstein Research Services business (" BRS "). See Note 24 Divestitures for further discussion.
Prior to the deconsolidation of the BRS, revenue consisted principally of commissions received, and to a lesser but increasing extent, direct payments for trade execution services and equity research services provided to institutional clients. Brokerage commissions for trade execution services and related expenses were recorded on a trade-date basis when the performance obligations were satisfied. Generally, the transaction price was agreed upon at the time of each trade and was based upon the number of shares traded or the value of the consideration traded. The transaction price for research revenues was not fixed and was at the customer's discretion. In many cases there was no contract between AB and the customer for research services, so there was no performance obligation present that required AB to provide the research or for the customer to compensate AB for the research consumed. The customer had the unilateral right to determine the amount it would pay and whether it would continue to receive research. Research revenues were recognized when the transaction price was quantified, collectability was assured and significant reversal of such revenue was not probable.
Distribution Revenues
Two of our subsidiaries act as distributors and/or placement agents of company-sponsored mutual funds and receive distribution services fees from certain of those funds as full or partial reimbursement of the distribution expenses they incur. The variable consideration can be determined in different ways, as discussed below , as we satisfy the performance obligation depending on the contractual arrangements with the customer and the specific product sold.
Most open-end U.S. funds have adopted a plan under Rule 12b-1 of the Investment Company Act that allows the fund to pay, out of assets of the fund, distribution and service fees for the distribution and sale of its shares (“ 12b-1 fees ”). The open-end U.S. funds have such agreements with us, and we have selling and distribution agreements pursuant to which we pay sales commissions to the financial intermediaries that distribute our open-end U.S. funds. These agreements are terminable by either party upon notice (generally 30 days) and do not obligate the financial intermediary to sell any specific amount of fund shares.
We record 12b-1 fees monthly based upon a percentage of the net asset value (“ NAV ”) of the funds. At month-end, the variable consideration of the transaction price is no longer constrained as the NAV can be calculated and the value of consideration is determined. These services are separate and distinct from other asset management services as the customer can benefit from these services independently of other services. We accrue the corresponding 12b-1 fees paid to sub-distributors monthly as the expenses are incurred. We are acting in a principal capacity in these transactions; as such, these revenues and expenses are recorded on a gross basis.
We offer back-end load shares in limited instances and charge the investor a contingent deferred sales charge (“ CDSC ”) if the investment is redeemed within a certain period. The variable consideration for these contracts is contingent on the timing of the redemption by the investor and the value of the sale proceeds. Due to these constraining factors, we exclude the CDSC fee from the transaction price until the investor redeems the investment. Upon redemption, the cash consideration received for these contractual arrangements are recorded as reductions of unamortized deferred sales commissions.
Our Luxembourg subsidiary, the management company for most of our non-U.S. funds, earns a management fee that is accrued daily and paid monthly, at an annual rate, based on the average daily net assets of the fund. With respect to certain share classes, the management fee may also contain a component that is paid to distributors and other financial intermediaries and service providers to cover shareholder servicing and other administrative expenses (also referred to as an All- in- management-fee). As we have concluded that asset management is distinct from distribution, we allocate a portion of the investment and advisory fee to distribution revenues for the servicing component based on standalone selling prices.
Other Revenues
Revenues from contracts with customers include a portion of other revenues, which consists primarily of shareholder servicing fees, as well as mutual fund reimbursements and other brokerage income.
We provide shareholder services, which include transfer agency, administrative and recordkeeping services provided to company-sponsored mutual funds. The consideration for these services is based on a percentage of the NAV of the fund or a fixed fee based on the number of shareholder accounts being serviced. The revenues are recorded at month-end when the constraining factors involved with determining NAV or the number of shareholders’ accounts are resolved.
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Non-Contractual Revenues
Dividend and interest income is accrued as earned. Investment gains and losses on the consolidated statements of income include unrealized gains and losses on trading and private equity investments stated at fair value, equity in earnings of our limited partnership hedge fund investments, realized gains and losses on investments sold and equity income (loss) related our equity investment in JVs.
Contract Assets and Liabilities
We use the practical expedient for contracts that have an original duration of one year or less. Accordingly, we do not consider the time value of money and, instead, accrue the incremental costs of obtaining the contract when incurred. As of December 31, 2025, the balances of contract assets and contract liabilities are not considered material and, accordingly, no further disclosures are necessary.
Consolidation of Company-Sponsored Investment Funds
For legal entities (company-sponsored investment funds) evaluated for consolidation, we first determine whether the fees we receive and the interests we hold qualify as a variable interest in the entity, including an evaluation of fees paid to us as a decision maker or service provider to the entity being evaluated. Fees received by us are not variable interests if (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services, (ii) the service arrangement includes only terms, conditions or amounts that are customarily present in arrangements for similar services negotiated at arm’s length, and (iii) our other economic interests in the entity held directly and indirectly through our related parties, as well as economic interests held by related parties under common control, would not absorb more than an insignificant amount of the entity’s losses or receive more than an insignificant amount of the entity’s benefits. For purposes of determining whether AB has an equity interest in an entity, the related parties referred to above are those entities under common control that AB has a direct variable interest in and considered a consolidated entity. Our parent company, EQH, regularly invests in our seed program. In this circumstance, EQH is not considered a related party for our consolidation analysis because AB does not have a direct variable interest in EQH.
For those entities in which we have a variable interest, we perform an analysis to determine whether the entity is a VIE by considering whether the entity’s equity investment at risk is insufficient, whether the investors lack decision making rights proportional to their ownership percentage of the entity, and whether the investors lack the obligation to absorb an entity’s expected losses or the right to receive an entity’s expected income.
A VIE must be consolidated by its primary beneficiary, which generally is defined as the party that has a controlling financial interest in the VIE. We are deemed to have a controlling financial interest in a VIE if we have (i) the power to direct the activities of the VIE that most significantly affect the VIE's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive income from the VIE that could potentially be significant to the VIE. For purposes of evaluating (ii) above, fees paid to us as a decision maker or service provider are excluded if the amount of fees is commensurate with the level of effort required to be performed and the arrangement includes only customary terms, conditions or amounts present in arrangements for similar services negotiated at arm’s length. The primary beneficiary evaluation generally is performed qualitatively based on all facts and circumstances, as well as quantitatively, as appropriate.
If we have a variable interest in an entity that is determined not to be a VIE, the entity is then evaluated for consolidation under the VOE model. For limited partnerships and similar entities, we are deemed to have a controlling financial interest in a VOE, and would be required to consolidate the entity, if we own a majority of the entity’s kick-out rights through voting limited partnership interests and limited partners do not hold substantive participating rights (or other rights that would indicate that we do not control the entity). For entities other than limited partnerships, we are deemed to have a controlling financial interest in a VOE if we own a majority voting interest in the entity.
The analysis performed regarding the determination of variable interests held, whether entities are VIEs or VOEs, and whether we have a controlling financial interest in such entities, requires the exercise of judgment. The analysis is updated continuously as circumstances change or new entities are formed.
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Investments in Unconsolidated Joint Ventures
During 2024, AB and Societe Generale (" SocGen ") completed a transaction to form a global joint venture with two joint venture holding companies, one outside of North America (the " ROW JV ") and one within North America (" NA JV ", and together the " JVs "). AB owns a majority interest in the NA JV while SocGen owns a majority interest in the joint venture outside of North America.
We deconsolidated our BRS business and contributed the BRS business to the JVs. We recognized our initial investment in our unconsolidated joint ventures at fair value. The determination of fair values of assets and liabilities of the joint ventures required us to make estimates, consider assumptions and use valuation techniques when a market value is not readily determinable. The valuation methodology used for our initial investment in the joint ventures is known as a dividend discount model whereby a forecast of net income attributable to each of the JVs was discounted using an estimated cost of capital to determine the present value of expected future dividends. The joint venture dividend discount model includes significant assumptions such as expected future distributable earnings, discount rate and a long term growth rate. We recorded an initial investment in the JVs at fair value as of April 1, 2024 of $283.9 million.
We have recorded our subsequent investment in each of the JVs under the equity method of accounting under ASC 323 Investments – Equity Method and Joint Ventures, as we retain the ability to exercise significant influence over the operating and financial policies of the JVs but do not retain a controlling interest. Our investments in companies over which we have the ability to exercise significant influence are accounted for under the equity method and are recorded at cost plus our share of earnings and losses. As of December 31, 2025, we owned 66.7% of the NA JV and 49.0% of the ROW JV and our combined carrying value in the two investments was $247.6 million.
Our investments in unconsolidated joint ventures are reviewed for indicators of impairment when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other- than- temporary. An extended series of net operating losses of an investee, inability to operate without significant future capital infusions, or other factors may indicate that a loss in the value of our investment in the unconsolidated joint venture may have occurred. If a loss exists, we further review to determine if the loss is other than temporary, in which case we will record an impairment charge in the amount of the excess carrying value over the estimated fair value. As we do not have a controlling financial interest in the JVs, the fair value of the JVs would be determined at the joint venture level the income approach whereby a forecast of future cash flows attributable to the asset are discounted to present value using a risk-adjusted discount rate which is subjective and considers assumptions regarding future performance, that could differ materially from actual results in future periods. As of December 31, 2025 there was no triggering event identified requiring an impairment analysis of our investment in our unconsolidated JVs.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits, money market accounts, overnight commercial paper and highly liquid investments with original maturities of three months or less. Due to the short-term nature of these instruments, the recorded value has been determined to approximate fair value (and considered Level 1 securities in the fair value hierarchy).
Fees Receivable, Net
Fees receivable are shown net of allowances. An allowance for doubtful accounts related to investment advisory and services fees is determined through an analysis of the aging of receivables, assessments of collectability based on historical trends and other qualitative and quantitative factors, including our relationship with the client, the financial health (or ability to pay) of the client, current economic conditions and whether the account is active or closed. The allowance for doubtful accounts is not material to fees receivable.
Brokerage Transactions
Customers’ securities transactions are recorded on a settlement date basis. Receivables from and payables to clients include amounts due on cash and margin transactions. Securities owned by customers are held as collateral for receivables; such collateral is not reflected in the consolidated financial statements. We have the ability by contract or custom to sell or re-pledge this collateral and have done so at various times. As of December 31, 2025 and 2024, we had $50.2 million and zero of re- pledged securities, respectively. Principal securities transactions and related expenses are recorded on a trade date basis.
Securities borrowed and securities loaned by our broker-dealer subsidiaries are recorded at the amount of cash collateral advanced or received in connection with the transaction and are included in receivables from and payables to brokers and dealers in the consolidated statements of financial condition. Securities borrowed transactions require us to deposit cash collateral with the lender. With respect to securities loaned, we receive cash collateral from the borrower. See Note 8 Offsetting Assets and Liabilities for securities borrowed and loaned amounts recorded in our consolidated statements of financial condition as of December 31, 2025 and 2024. The initial collateral advanced or received approximates or is greater than the fair
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value of securities borrowed or loaned. We monitor the fair value of the securities borrowed and loaned on a daily basis and request additional collateral or return excess collateral, as appropriate. As of December 31, 2025 and 2024, there is no allowance provision required for the collateral advanced. Income or expense is recognized over the life of the transaction.
As of December 31, 2025 and 2024, we had $14.9 million and $29.1 million, respectively, of cash on deposit with clearing organization for trade facilitation purposes, which are reported in other assets in our consolidated statements of financial condition. As of December 31, 2025 and 2024, we held no U.S. Treasury bills pledged as collateral. These clearing organizations have the ability by contract or custom to sell or re-pledge the collateral, if any.
Current Expected Credit Losses- Receivables from Brokerage Clients
Receivables from clients primarily consists of margin loan balances. The value of the securities owned by clients and held as collateral for these receivables is not reflected in the consolidated financial statements and the collateral was not repledged as of December 31, 2025 and 2024. We consider these financing receivables to be of good credit quality because these receivables are primarily collateralized by the related client investments.
To estimate expected credit losses on margin loans, we applied the collateral maintenance practical expedient by comparing the amortized cost basis of the margin loans with the fair value of the collateral at the reporting date. Margin loans are limited to a percentage of the total value of the securities held in the client's account against those loans. AB requires, in the event of a decline in the market value of the securities in a margin account, the client to deposit additional securities or cash so that, at all times, the value of the securities in the account, at a minimum, cover the loan to the client. As such, AB reasonably expects that the borrower will be able to continually replenish collateral securing the financial asset and does not expect the fair value of collateral to fall below the amortized cost basis of the margin loans and, as a result, we consider the credit risk associated with these receivables to be minimal. In circumstances when a loan becomes undercollateralized and the client fails to deposit additional securities or cash, AB reserves the right to liquidate the account.
Current Expected Credit Losses - Receivables from Revenue Contracts with Customers
The majority of our revenue receivables are from investment advisory and service fees, and distribution revenues, that are typically paid out of the client accounts or third-party products consisting of cash and securities. Due to the size of the fees in relation to the value of the cash and securities in accounts or funds, the account value typically exceeds the amortized cost basis of the receivables, resulting in a remote risk of loss. These receivables have a short duration, generally due within 30-90 days and there is minimal historical evidence of non-payment or market declines that would cause the fair value of the underlying securities to decline below the amortized cost of the receivables. AB maintains an allowance for credit losses based upon an estimate of the amount of potential credit losses in existing accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific account data. Once determined uncollectible, aged balances are written off as credit loss expense. This determination is based on careful analysis of individual receivables and aging schedules, and generally occurs when the receivable becomes over 360 days past due. Our aged receivables and amounts written off related to credit losses in any year are not material.
Furniture, Equipment and Leasehold Improvements, Net
Furniture, equipment and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Depreciation is recognized on a straight-line basis over the estimated useful lives of eight years for furniture and three to six years for equipment and software. Leasehold improvements are amortized on a straight-line basis over the lesser of their estimated useful lives or the terms of the related leases.
Goodwill
Our acquisitions are accounted for under the acquisition method of accounting under ASC 805 Business Combinations , where the cost of the acquisition is allocated on the basis of the estimated fair value of the assets acquired and the liabilities assumed. The excess of the purchase price over the fair value of identifiable assets acquired, net of liabilities assumed, results in the recognition of goodwill.
As of December 31, 2025, we had goodwill of $3.6 billion on the consolidated statement of financial condition which included $666.1 million as a result of the CarVal Investors L.P. (" CarVal") acquisition in 2022 (" CarVal acquisition" ), $2.6 billion as a result of the Sanford C. Bernstein Inc. (“ Bernstein ”) acquisition in 2000 and $291.9 million in regard to various smaller acquisitions.
Goodwill is tested annually, as of September 30, for impairment utilizing the market approach. As of September 30, 2025, the impairment test indicated that goodwill was not impaired.
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Business Combinations
We account for business combinations using the acquisition method of accounting under ASC 805 Business Combinations , whereby the identifiable assets and liabilities of the acquired business, as well as any non-controlling interest in the acquired business, are recorded at their estimated fair values as of the date that we obtain control of the acquired business. Any purchase consideration in excess of the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related expenses are expensed as incurred.
Often, as part of the business combination, intangible assets are recorded based on their estimated fair value at the time of acquisition and primarily relate to acquired investment management contracts. We periodically review indefinite-lived intangible assets for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying value exceeds fair value, we perform additional impairment tests to measure the amount of the impairment loss, if any. During 2025, 2024 and 2023, these expenses included an intangible asset impairment charge of $4.0 million, $4.4 million, and zero , respectively, related to various historical acquisitions.
We periodically enter into contingent payment arrangements in connection with our business combinations. In these arrangements, we agree to pay additional consideration to the sellers to the extent that certain performance targets are achieved. We estimate the fair value of these potential future obligations at the time a business combination is consummated and record a liability on a discounted basis on our consolidated statement of financial condition. We then accrete the obligation to its expected payment amount over the measurement period. If our expected payment amount subsequently changes, the obligation is modified in the current period resulting in a gain or loss. Both gains and losses resulting from changes to expected payments and the accretion of these obligations to their expected payment amounts are reflected within contingent payment arrangements in our consolidated statements of income.
During 2025, there were no impairments of contingent consideration payable recorded in the consolidated statements of income. During 2024, we recorded an impairment of $2.5 million of the contingent consideration payable associated with a small acquisition made in 2020 due to the loss of investment management contracts. During 2023, there were no impairments of contingent consideration payable recorded in the consolidated statements of income.
During 2022, we acquired CarVal Investors which included a contingent consideration liability ranging from zero to $650.0 million and was based on CarVal achieving certain performance objectives over a six-year period ending December 31, 2027. During 2024, we remeasured the contingent liability and recorded a gain reflected within contingent payment arrangements in the consolidated statements of income of $128.5 million. The fair value of the contingent consideration was remeasured using forecasted future cash flows using the Real Options valuation methodology. The most significant assumptions used to remeasure the liability were expected revenue growth rates and discount rates. In December 2024, the company agreed to finalize its contingent consideration liability with AB CarVal for a value of $134.0 million. This liability will be paid predominantly in AB Units issued within 10 days of December 31, 2027. Given the liability is no longer contingent, during 2024, the present value of the liability of $118.8 million was reclassified to accounts payable and accrued expenses on the consolidated statements of financial condition. The current carrying value of the liability as of December 31, 2025 of $123.8 million will accrete up to $134.0 million through December 31, 2027. This expense is recognized as general and administrative expenses on the consolidated statements of income.
During 2023, we recorded an expense of $28.4 million due to a change in estimate related to the contingent consideration associated with the acquisition of Autonomous LLC in 2019. The change in estimate was based upon better than expected revenues during the 2023 performance evaluation period. We recorded $14.1 million as contingent payment arrangement expense and $14.3 million as compensation and benefits expense in the consolidated statement of income. The charges to compensation and benefits expense are due to certain service conditions and special awards included in the acquisition agreement.
Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use a method that is a form of the income approach, whereby a forecast of future cash flows attributable to the asset are discounted to present value using a risk-adjusted discount rate. Similarly for contingent liabilities, we develop a forecast of future cash flows attributable to the performance objectives that are then discounted to present value using a risk- adjusted discount rate. Some of the more significant estimates and assumptions inherent in the income approach include the amount and timing of projected future cash flows and the discount rate selected to measure the risks inherent in the future cash flows.
Intangible Assets, Net
Intangible assets consist primarily of costs assigned to acquired investment management contracts based on their estimated fair value at the time of acquisition, less accumulated amortization. Intangible assets are recognized at fair value and generally are amortized on a straight-line basis over their estimated useful life ranging from 5 to 20 years.
As of December 31, 2025, intangible assets, net of accumulated amortization, of $166.4 million on the consolidated statement of financial condition consist of $152.9 million of finite-lived intangible assets subject to amortization and $13.5 million of indefinite-lived intangible assets not subject to amortization.
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As of December 31, 2024, intangible assets, net of accumulated amortization, of $215.1 million on the consolidated statement of financial condition consisted of $199.8 million of finite-lived intangible assets subject to amortization and $15.3 million of indefinite-lived intangible assets not subject to amortization in regard to other acquisitions.
The gross carrying amount of finite-lived intangible assets totaled $316.6 million as of December 31, 2025 and $320.8 million as of December 31, 2024, and accumulated amortization was $163.7 million as of December 31, 2025 and $121.0 million as of December 31, 2024.
Amortization expense was $44.9 million for 2025, $45.9 million for 2024 and $46.9 million for 2023. Estimated future annual amortization expense is approximately $45 million annually in year one and $24 million in years two through five.
We review indefinite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. This test is performed at least annually or as triggering events occur. If the carrying value exceeds fair value, we perform an impairment assessment to measure the amount of the impairment loss, if any.
We review definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. This test is performed as triggering events occur at the asset group level. If the carrying value exceeds fair value, we perform an impairment assessment to measure the amount of the impairment loss, if any.
During the fourth quarter of 2025, we performed an impairment assessment of our intangible assets. The impairment assessment indicated an impairment of intangible assets associated with a smaller historical acquisition in 2020 that was other than temporary. As such, we recorded an impairment charge of $4.0 million in general and administrative expenses in the consolidated statements of income. The remaining impairment assessments indicated that our intangible assets were not impaired.
During 2024, we performed an impairment assessment of our intangible assets. The impairment assessment indicated an impairment of intangible assets associated with various smaller historical acquisitions that was other than temporary. Due to the loss of certain investment management contracts, the carrying value of the finite-lived intangible assets exceeded the fair value of the contracts. As such, we recorded an impairment charge of $4.4 million in general and administrative expenses in the consolidated statements of income. The remaining impairment assessments indicated that our intangible assets were not impaired.
During the fourth quarter of 2023, the impairment assessment indicated that our intangible assets were not impaired.
Deferred Sales Commissions, Net
We pay commissions to financial intermediaries in connection with the sale of shares of open-end company-sponsored mutual funds sold without a front-end sales charge (“ back-end load shares ”). These commissions are capitalized as deferred sales commissions and amortized over periods not exceeding one year for U.S. fund shares and four years for Non-U.S. Fund shares, the periods of time during which deferred sales commissions generally are recovered. We recover these commissions from distribution services fees received from those funds and from CDSC received from shareholders of those funds upon the redemption of their shares. CDSC cash recoveries are recorded as reductions of unamortized deferred sales commissions when received. Since January 31, 2009, our U.S. mutual funds have not offered back-end load shares to new investors.
We periodically review the deferred sales commission asset for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable. If these factors indicate impairment in value, we compare the carrying value to the undiscounted cash flows expected to be generated by the asset over its remaining life. If we determine the deferred sales commission asset is not fully recoverable, the asset will be deemed impaired and a loss will be recorded in the amount by which the recorded amount of the asset exceeds its estimated fair value. There were no impairment charges recorded during 2025 or 2024.
Leases
We determine if an arrangement is a lease at inception. Both operating and finance leases are included in the right-of-use ( “ROU” ) assets and lease liabilities in our consolidated statement of financial condition.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use our consolidated incremental borrowing rate based on the information available as of the lease commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease. These options to extend or terminate are assessed on a lease-by-lease basis, and the ROU assets and lease liabilities are adjusted when it is reasonably certain that an option will be exercised.
When calculating the measurement of ROU assets and lease liabilities, we utilize the fixed payments associated with the lease and do not include other variable contractual obligations, such as operating expenses, real estate taxes, cleaning and utilities. These costs are accounted for as period costs and expensed as incurred.
Additionally, we exclude any intangible assets such as software licensing agreements as stated in ASC 842-10-15-1. These arrangements will continue to follow the guidance of ASC 350, Intangibles - Goodwill and Other .
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Loss Contingencies
With respect to all significant litigation matters, we consider the likelihood of a negative outcome. If we determine the likelihood of a negative outcome is probable and the amount of the loss can be reasonably estimated, we record an estimated loss for the expected outcome of the litigation. Any such accruals are adjusted thereafter as appropriate to reflect changed circumstances. When we are able to do so, we also determine estimates of reasonably possible losses or ranges of reasonably possible losses for such matters, whether in excess of any related accrued liability or where there is no accrued liability, and we disclose an estimate of the possible loss or range of losses. However, it is often difficult to predict the outcome or estimate a possible loss or range of loss because litigation is subject to inherent uncertainties, particularly when plaintiffs allege substantial or indeterminate damages. Such is particularly the case when the litigation is in its early stages or when the litigation is highly complex or broad in scope. In these cases, we disclose that we are unable to predict the outcome or estimate a possible loss or range of loss.
Mutual Fund Underwriting Activities
Purchases and sales of shares of company-sponsored mutual funds in connection with the underwriting activities of our subsidiaries, including related commission income, are recorded on the trade date. Receivables from brokers and dealers for sale of shares of company-sponsored mutual funds generally are realized within one business day from the trade date, in conjunction with the settlement of the related payables to company-sponsored mutual funds for share purchases. Distribution plan and other promotion and servicing payments are recognized as expense when incurred.
Long-term Incentive Compensation Plans
We maintain several unfunded, non-qualified long-term incentive compensation plans, under which we grant annual awards 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 ").
Awards granted in December 2025, 2024 and 2023 allowed employees to allocate their awards between restricted units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. (“ AB Holding Units ”) and deferred cash. Participants (except certain members of senior management) generally could allocate up to 50% of their awards to deferred cash, not to exceed a total of $250,000 per award. Each of our employees based outside of the United States (other than expatriates), who received an award of $100,000 or less, could have allocated 100% of their award to deferred cash. Starting in December 2024, each of our employees based outside the United States (other than expatriates) generally could allocate up to 50% of their awards to deferred cash, not to exceed a total of $500,000, or 100% of their award to deferred cash for those who received an award of $500,000 or less. The number of AB Holding Units awarded was based on the closing price of an AB Holding Unit as of the eighth business day of December as determined by the Compensation Committee. For awards granted in 2025, 2024 and 2023:
• We engage in open-market purchases of AB Holding Units or purchase newly issued AB Holding Units from AB Holding that are awarded to participants and kept in a consolidated rabbi trust.
• Quarterly distributions on vested and unvested AB Holding Units were paid to participants, regardless of whether or not a long-term deferral election had been made.
• Interest on deferred cash was accrued monthly based on our monthly weighted average cost of funds.
We recognize compensation expense related to equity compensation grants in the financial statements using the fair value method. Fair value of restricted AB Holding Unit awards is the closing price of an AB Holding Unit on the grant date. Under the fair value method, compensatory expense is measured at the grant date based on the estimated fair value of the award and is recognized over the required service period. For year-end long-term incentive compensation awards, employees who resign or are terminated without cause may retain their awards, provided the employee remains in compliance with certain agreements and covenants set forth in the applicable award agreement, including the imposition of forfeiture as a result of post-employment competition, prohibitions on employee and client solicitation, and a potential claw-back for failing to follow existing risk management policies. Because there is no service requirement, we fully expense these awards on the grant date. Long-term incentive compensation awards for recruitment or retention purposes set forth in a separate employment or award agreement, include a required service period. Because there is a service requirement, we expense these awards over the required service period. AB Holding Units or deferred cash are typically delivered or distributed to employees ratably over three to four years, unless the employee has made a long-term deferral election, regardless of whether or not the award agreement includes an employee service requirement.
Grants of restricted AB Holding Units can be awarded to Eligible Directors. Generally, these restricted AB Holding Units vest ratably over three years. These restricted AB Holding Units are not forfeitable (except if the Eligible Director is terminated for “Cause,” as that term is defined in the applicable award agreement). We fully expense these awards on grant date, as there is no service requirement.
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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 years ended December 31, 2025 and 2024 consisted of the following:
Years Ended December 31
2025 2024
(in millions)
Total amount of AB Holding Units Purchased (1)
4.1 4.5
Total Cash Paid for AB Holding Units Purchased (1)
$ 162.1 $ 156.2
Open Market Purchases of AB Holding Units Purchased (1)
1.9 1.8
Total Cash Paid for Open Market Purchases of AB Holding Units (1)
$ 72.1 $ 60.1
(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, we consider 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 we select has the authority to repurchase AB Holding Units on our behalf in accordance with the terms and limitations specified in the plan. Repurchases are subject to regulations promulgated by the SEC as well as certain price, market volume and timing constraints specified in the plan. The plan adopted during the fourth quarter expired at the close of business on December 26, 2025. We may adopt additional plans in the future to engage in open-market purchases of AB Holding Units for anticipated obligations under our incentive compensation award program and for other corporate purposes.
During 2025, we granted to employees and Eligible Directors 5.8 million restricted AB Holding Units (including 4.2 million granted in December 2025 under our year-end Incentive Compensation Award Program to employees). During 2024, we granted to employees and Eligible Directors 5.9 million restricted AB Holding Units (including 4.1 million granted in December 2024 under our year-end Incentive Compensation Award Program to employees). We used AB Holding Units repurchased during the periods and newly-issued AB Holding Units for these awards.
Foreign Currency Translation and Transactions
Assets and liabilities of foreign subsidiaries are translated from functional currencies into United States dollars (“ US$ ”) at exchange rates in effect at the balance sheet dates, and related revenues and expenses are translated into US$ at average exchange rates in effect during each period. Net foreign currency gains and losses resulting from the translation of assets and liabilities of foreign operations into US$ are reported as a separate component of other comprehensive income in the consolidated statements of comprehensive income. Net foreign currency transaction losses were $3.5 million, $3.7 million and $4.5 million for 2025, 2024 and 2023, respectively, and are reported in general and administrative expenses on the consolidated statements of income.
Cash Distributions
AB is required to distribute all of its Available Cash Flow, as defined in the AB Partnership Agreement, to its Unitholders and to the General Partner. Available Cash Flow can be summarized as the cash flow received by AB from operations minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB for use in its business, or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow.
Typically, Available Cash Flow has been the adjusted net income per unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter. Available Cash Flow typically is the adjusted net income per Unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter. Management anticipates that Available Cash Flow will continue to be based on adjusted net income per Unit. If management determines, with the concurrence of the Board of Directors, that certain adjustments to Available Cash Flow are necessary or unnecessary, such adjustments will be made in future periods.
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On February 5, 2026, the General Partner declared a distribution of $1.05 per AB Unit, representing a distribution of Available Cash Flow for the three months ended December 31, 2025. The General Partner, as a result of its 1.0% general partnership interest, is entitled to receive 1.0% of each distribution. The distribution is payable on March 12, 2026 to holders of record on February 20, 2026.
Total cash distributions per Unit paid to the General Partner and Unitholders during 2025, 2024 and 2023 were $3.81, $3.30 and $2.92, respectively.
Comprehensive Income
We report all changes in comprehensive income in the consolidated statements of comprehensive income. Comprehensive income includes net income, as well as foreign currency translation adjustments, actuarial gains (losses) and prior service cost. Deferred taxes were not recognized on foreign currency translation adjustments for foreign subsidiaries which had earnings that were considered permanently invested outside the United States.
Subsequent Events
We have evaluated subsequent events through the date that these financial statements were filed with the SEC. See Note 24 Divestitures for additional details related to our joint ventures.
3. Revenue Recognition
Revenues for the years ended December 31, 2025, 2024 and 2023 consisted of the following:
Years Ended December 31,
2025 2024 2023
(in thousands)
Subject to contracts with customers:
Investment advisory and services fees
Base fees $ 3,346,239 $ 3,171,175 $ 2,830,557
Performance-based fees 185,251 270,964 144,911
Bernstein research services (1)
— 96,222 386,142
Distribution revenues
All-in-management fees 358,877 337,999 284,057
12b-1 fees 63,050 67,611 63,127
Other distribution fees (2)
396,517 321,060 239,079
Other revenues
Shareholder servicing fees 82,771 89,195 83,802
JV related revenues (3)
36,341 37,775 —
Other 13,223 14,317 17,061
4,482,269 4,406,318 4,048,736
Not subject to contracts with customers:
Dividend and interest income, net of interest expense 77,372 80,800 91,902
Investment (losses) gains (30,846) (13,486) 14,206
Other revenues 1,857 1,507 479
48,383 68,821 106,587
Total net revenues $ 4,530,652 $ 4,475,139 $ 4,155,323
(1) On April 1, 2024 AB and Societe Generale, a leading European bank, completed their transaction to form a jointly owned equity research provider and cash equity trading partner for institutional investors. AB has deconsolidated the Bernstein Research Services business and contributed the business to the joint venture.
(2) Other distribution fees primarily consists of distribution servicing fees associated with our Japan operations.
(3) We maintain certain service level agreements and recognize revenues associated with these services in connection with our investment in the JVs.
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4. Net Income Per Unit
Net income per Unit is derived by reducing net income for the 1.0% general partnership interest and dividing the remaining 99.0% by the basic weighted average number of limited partnership units outstanding for each year. Diluted net income per Unit is equivalent to net income per Unit, as there are no outstanding instruments that have a dilutive effect.
Years Ended December 31,
2025 2024 2023
(in thousands, except per unit amounts)
Net income attributable to AB Unitholders $ 982,489 $ 1,173,247 $ 764,610
Weighted average limited partnership Units outstanding 292,063 286,618 285,125
Net income per AB Unit $ 3.33 $ 4.05 $ 2.65
5. Cash and Securities Segregated Under Federal Regulations and Other Requirements
As of December 31, 2025 and 2024, $0.5 billion and $0.5 billion, respectively, of U.S. Treasury Bills were segregated in a special reserve bank custody account for the exclusive benefit of our brokerage customers under Rule 15c3-3 of the Exchange Act.
6. Investments
Investments consist of:
Years Ended December 31
2025 2024
(in thousands)
Equity securities:
Long-term incentive compensation-related $ 35,212 $ 31,934
Seed capital 176,545 169,502
Other 143 388
Investments in limited partnership hedge funds:
Long-term incentive compensation-related 18,845 10,831
Seed capital 26,939 18,397
Equity Method investments:
Joint ventures 247,605 286,721
Other equity method investments 7,429 —
Time deposits 6,365 6,100
Other 11,930 11,331
Total investments $ 531,013 $ 535,204
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Total investments related to long-term incentive compensation obligations of $54.1 million and $42.8 million as of December 31, 2025 and 2024, respectively, consist of company-sponsored mutual funds and hedge funds. For long-term incentive compensation awards granted before 2009, we typically made investments in company-sponsored mutual funds and hedge funds that were notionally elected by plan participants and maintained them (and continue to maintain them) in a consolidated rabbi trust or separate custodial account. The rabbi trust and custodial account enable us to hold such investments separate from our other assets for the purpose of settling our obligations to participants. The investments held in the rabbi trust and custodial account remain available to the general creditors of AB.
The underlying investments of hedge funds in which we invest include long and short positions in equity securities, fixed income securities (including various agency and non-agency asset-based securities), currencies, commodities and derivatives (including various swaps and forward contracts). These investments are valued at quoted market prices or, where quoted market prices are not available, are fair valued based on the pricing policies and procedures of the underlying funds.
We allocate seed capital to our investment teams to help develop new products and services for our clients. A portion of our seed capital trading investments are equity and fixed income products, primarily in the form of separately managed account portfolios, U.S. mutual funds, Luxembourg funds, Japanese investment trust management funds or Delaware business trusts. We also may allocate seed capital to investments in private equity funds. Regarding our seed capital investments, the amounts above reflect those funds in which we are not the primary beneficiary of a VIE or hold a controlling financial interest in a VOE. See Note 15, Consolidated Company-Sponsored Investment Funds , for a description of the seed capital investments that we consolidate. As of December 31, 2025 and 2024, our total seed capital investments were $372.1 million and $294.7 million, respectively. Seed capital investments in unconsolidated company-sponsored investment funds are valued using published net asset values or non-published net asset values if they are not listed on an active exchange but have net asset values that are comparable to funds with published net asset values and have no redemption restrictions.
Equity method investments on the condensed consolidated statement of financial condition, including our investment in two joint ventures and a reinsurance sidecar, are accounted for under the equity method of accounting. As of December 31, 2025, AB owned a 66.7% majority interest in the NA JV and a 49.0% interest in the ROW JV. AB owns a 20.9% investment in Ruby RE, a reinsurance sidecar.
The portion of unrealized gains (losses) related to equity securities, as defined by ASC 321-10, held as of December 31, 2025 and 2024 were as follows:
Years Ended December 31
2025 2024
(in thousands)
Net gains recognized during the period $ 21,099 $ 14,622
Less: net gains recognized during the period on equity securities sold during the period 9,784 8,731
Unrealized gains recognized during the period on equity securities held $ 11,315 $ 5,891
7. Derivative Instruments
See Note 15 Consolidated Company-Sponsored Investment Funds for disclosure of derivative instruments held by our consolidated company-sponsored investment funds.
We enter into various futures, forwards, options and swaps to economically hedge certain seed capital investments. Also, we have currency forwards that help us to economically hedge certain balance sheet exposures. In addition, our options desk trades long and short exchange-traded equity options. We do not hold any derivatives designated in a formal hedge relationship under ASC 815-10, Derivatives and Hedging .
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The notional value, fair value and gains and losses recognized in investment gains (losses) as of December 31, 2025 and 2024 for derivative instruments (excluding derivative instruments relating to our options desk trading activities discussed below ) not designated as hedging instruments were as follows:
Notional
Value Derivative
Assets Derivative
Liabilities Gains
(Losses)
(in thousands)
December 31, 2025
Exchange-traded futures $ 200,332 $ 832 $ 366 $ (7,946)
Currency forwards 88,910 5,073 6,102 (4,204)
Interest rate swaps 7,185 181 12 (127)
Credit default swaps 371,581 864 10,551 (5,199)
Total return swaps 157,940 1,140 419 (9,156)
Option swaps 50,196 4,895 165 (3,293)
Total derivatives $ 876,144 $ 12,985 $ 17,615 $ (29,925)
December 31, 2024
Exchange-traded futures $ 157,787 $ 2,835 $ 33 $ (2,744)
Currency forwards 27,368 4,881 4,656 1,690
Interest rate swaps 17,667 367 14 310
Credit default swaps 199,720 4,172 9,099 (2,675)
Total return swaps 216,468 663 1,087 (3,823)
Option swaps 50,459 8,023 55 (688)
Total derivatives $ 669,469 $ 20,941 $ 14,944 $ (7,930)
As of December 31, 2025 and 2024, the derivative assets and liabilities are included in both receivables and payables to brokers and dealers on our consolidated statements of financial condition. Gains and losses on derivative instruments are reported in investment gains (losses) on the consolidated statements of income.
We may be exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments. We minimize our counterparty exposure through a credit review and approval process. In addition, we have executed various collateral arrangements with counterparties to the over-the-counter derivative transactions that require both pledging and accepting collateral in the form of cash. As of December 31, 2025 and 2024, we held $5.5 million and $10.4 million, respectively, of cash collateral payable to trade counterparties. This obligation to return cash is reported in payables to brokers and dealers in our consolidated statements of financial condition.
Although notional amount is the typical measure of volume in the derivatives market, it is not used as a measure of credit risk. Generally, the current credit exposure of our derivative contracts is limited to the net positive estimated fair value of derivative contracts at the reporting date after taking into consideration the existence of netting agreements and any collateral received. A derivative with positive value (a derivative asset) indicates existence of credit risk because the counterparty would owe us if the contract were closed. Alternatively, a derivative contract with negative value (a derivative liability) indicates we would owe money to the counterparty if the contract were closed. Generally, if there is more than one derivative transaction with a single counterparty, a master netting arrangement exists with respect to derivative transactions with that counterparty to provide for aggregate net settlement.
Our standardized contracts for over-the-counter derivative transactions, known as ISDA master agreements, provide for collateralization. As of December 31, 2025 and 2024, we delivered $10.3 million and $5.2 million, respectively, of cash collateral into brokerage accounts. We report this cash collateral in cash and cash equivalents in our consolidated statements of financial condition.
As a result of the deconsolidation of the BRS business on April 1, 2024, we no longer have long and short exchange-traded equity options. For further discussion, see Note 24 Divestiture .
Prior to the deconsolidation of the BRS business, our options desk provided our clients with equity derivative strategies and execution for exchange-traded options on single stocks, exchange-traded funds and indices. While predominately agency- based, the options desk had the ability to commit capital to facilitate a client's transaction. Our options desk hedged the risk associated with this activity by taking offsetting positions in equities. For the three months ended March 31, 2024 (prior to our deconsolidation of the BRS business on April 1, 2024), we recognized losses of $2.0 million on equity options activity. These losses are recognized in investment gains (losses) in the consolidated statements of income.
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8. Offsetting Assets and Liabilities
See Note 15, Consolidated Company-Sponsored Investment Funds , for disclosure of offsetting assets and liabilities of our consolidated company-sponsored investment funds.
Offsetting of assets as of December 31, 2025 and 2024 was as follows:
Gross
Amounts of
Recognized
Assets Gross
Amounts
Offset in the
Statement
of Financial
Condition Net
Amounts of
Assets
Presented in
the
Statement of
Financial
Condition Financial
Instruments Collateral Cash
Collateral Net
Amount
(in thousands)
December 31, 2025
Securities borrowed $ 14,689 $ — $ 14,689 $ (14,539) $ — $ 150
Derivatives 12,985 — 12,985 — (5,547) 7,438
December 31, 2024
Securities borrowed $ 1,144 $ — $ 1,144 $ (1,044) $ — $ 100
Derivatives 20,941 — 20,941 — (10,357) 10,584
Offsetting of liabilities as of December 31, 2025 and 2024 was as follows:
Gross
Amounts of
Recognized
Liabilities Gross
Amounts
Offset in the
Statement
of
Financial
Condition Net
Amounts
of Liabilities
Presented in
the
Statement
of Financial
Condition Financial
Instruments Collateral Cash
Collateral Net
Amount
(in thousands)
December 31, 2025
Securities loaned $ 51,488 $ — $ 51,488 $ (50,170) $ 1,318
Derivatives 17,615 — 17,615 — (10,293) 7,322
December 31, 2024
Derivatives 14,944 — 14,944 — (5,188) 9,756
Cash collateral, whether pledged or received on derivative instruments, is not considered material and, accordingly, is not disclosed by counterparty.
9. Fair Value
See Note 15, Consolidated Company-Sponsored Investment Funds , for disclosure of fair value of our consolidated company-sponsored investment funds.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability ( i.e. , the “exit price” ) in an orderly transaction between market participants at the measurement date. The three broad levels of fair value hierarchy are as follows:
• Level 1—Quoted prices in active markets are available for identical assets or liabilities as of the reported date.
• Level 2—Quoted prices in markets that are not active or other pricing inputs that are either directly or indirectly observable as of the reported date.
• Level 3—Prices or valuation techniques that are both significant to the fair value measurement and unobservable as of the reported date. These financial instruments do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.
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Assets and Liabilities Measured at Fair Value on a Recurring Basis
Valuation of our financial instruments by pricing observability levels as of December 31, 2025 and 2024 was as follows (in thousands):
Level 1 Level 2 Level 3 NAV Expedient (1)
Total
December 31, 2025
Money markets $ 175,029 $ — $ — $ — $ 175,029
Securities segregated (U.S. Treasury Bills) — 498,649 — — 498,649
Derivatives 832 12,153 — — 12,985
Equity securities 145,217 66,519 127 37 211,900
Other Investments 9,003 — — — 9,003
Total assets measured at fair value $ 330,081 $ 577,321 $ 127 $ 37 $ 907,566
Derivatives $ 366 $ 17,249 $ — $ — $ 17,615
Contingent payment arrangements — — 8,605 — 8,605
Total liabilities measured at fair value $ 366 $ 17,249 $ 8,605 $ — $ 26,220
December 31, 2024:
Money markets $ 146,781 $ — $ — $ — $ 146,781
Securities segregated (U.S. Treasury Bills) — 499,245 — — 499,245
Derivatives 2,835 18,106 — — 20,941
Equity securities 193,766 5,921 121 2,016 201,824
Other investments 8,593 — — — 8,593
Total assets measured at fair value $ 351,975 $ 523,272 $ 121 $ 2,016 $ 877,384
Derivatives $ 33 $ 14,911 $ — $ — $ 14,944
Contingent payment arrangements — — 9,385 — 9,385
Total liabilities measured at fair value $ 33 $ 14,911 $ 9,385 $ — $ 24,329
(1) Investments measured at fair value using NAV (or its equivalent) as a practical expedient.
Other investments included in Level 1 of the fair value hierarchy include our investment in a mutual fund measured at fair value.
We provide below a description of the fair value methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy:
• Money markets: We invest excess cash in various money market funds that are valued based on quoted prices in active markets; these are included in Level 1 of the valuation hierarchy.
• Treasury Bills: We hold U.S. Treasury Bills, which are primarily segregated in a special reserve bank custody account as required by Rule 15c3-3 of the Exchange Act. These securities are valued based on quoted yields in secondary markets and are included in Level 2 of the valuation hierarchy.
• Equity securities: Our equity securities consist principally of company-sponsored mutual funds with NAVs and various separately managed portfolios consisting primarily of equity and fixed income mutual funds with quoted prices in active markets, which are included in Level 1 of the valuation hierarchy. In addition, some securities are valued based on observable inputs from recognized pricing vendors, which are included in Level 2 of the valuation hierarchy.
• Derivatives: We hold exchange-traded futures with counterparties that are included in Level 1 of the valuation hierarchy. In addition, we also hold currency forward contracts, interest rate swaps, credit default swaps, option swaps and total return swaps with counterparties that are valued based on observable inputs from recognized pricing vendors, which are included in Level 2 of the valuation hierarchy.
• Contingent payment arrangements: Contingent payment arrangements relate to contingent payment liabilities associated with various acquisitions. At each reporting date, we estimate the fair values of the contingent consideration expected to be paid upon probability-weighted AUM and revenue projections, using unobservable market data inputs, which are included in Level 3 of the valuation hierarchy.
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During the years ended December 31, 2025 and 2024, there were no transfers between Level 2 and Level 3 securities.
The change in carrying value associated with Level 3 financial instruments carried at fair value, classified as equity securities, is as follows:
December 31
2025 2024
(in thousands)
Balance as of beginning of period $ 121 $ 118
Unrealized gains (losses), net 6 3
Balance as of end of period $ 127 $ 121
Realized and unrealized gains and losses on Level 3 financial instruments are recorded in investment gains and losses in the consolidated statements of income.
Our acquisitions may include contingent consideration arrangements as part of the purchase price. The change in carrying value associated with Level 3 financial instruments carried at fair value, classified as contingent payment arrangements, is as follows:
December 31
2025 2024
(in thousands)
Balance as of beginning of period $ 9,385 $ 252,690
Accretion 191 9,005
Changes in estimates — (130,901)
Payments (971) (2,640)
Reclassification of AB CarVal contingent liability — (118,769)
Balance as of end of period $ 8,605 $ 9,385
As of December 31, 2025, the expected revenue growth rates ranged from 2.0% to 13.3%, with a weighted average of 6.8%, calculated using cumulative revenues and range of revenue growth rate and a discount rate of 1.9%.
As of December 31, 2024, the expected revenue growth rates range from 2.0% to 29.3%, with a weighted average of 5.5%, calculated using cumulative revenues and range of revenue growth rates. The discount rates ranged from 1.9% to 10.4%, with a weighted average of 7.3%, calculated using total contingent liabilities and range of discount rates.
During 2022, we acquired CarVal Investors which included a contingent consideration liability ranging from zero to $650.0 million and is based on CarVal achieving certain performance objectives over a six-year period ending December 31, 2027. During 2024, we remeasured the contingent liability and recorded a gain reflected within contingent payment arrangements in the consolidated statements of income of $128.5 million. The fair value of the contingent consideration was remeasured using forecasted future cash flows using the Real Options valuation methodology. The most significant assumptions used to remeasure the liability were expected revenue growth rates and discount rates.
In December 2024, the company agreed to finalize its contingent consideration liability with AB CarVal for a value of $134.0 million. This liability will be paid predominantly in AB Units issued within 10 days of December 31, 2027. Given the liability was no longer contingent, the liability of approximately $118.8 million was reclassified to accounts payable and accrued expenses on the consolidated statements of financial condition. The current carrying value of the liability as of December 31, 2025 is $123.8 million which will accrete up to 134.0 million through December 31, 2027. This expense is recognized as general and administrative expenses on the consolidated statements of income.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
We did not have any material assets or liabilities that were measured at fair value for impairment on a nonrecurring basis during the years ended December 31, 2025 or 2024.
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10. Furniture, Equipment and Leasehold Improvements, Net
Furniture, equipment and leasehold improvements, net consist of:
Years Ended December 31
2025 2024
(in thousands)
Furniture and equipment $ 166,391 $ 151,478
Leasehold improvements 275,038 249,422
Total 441,429 400,900
Less: Accumulated depreciation and amortization (193,399) (152,227)
Furniture, equipment and leasehold improvements, net $ 248,030 $ 248,673
Depreciation and amortization expense on furniture, equipment and leasehold improvements were $41.5 million, $44.9 million and $44.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.
11. Deferred Sales Commissions, Net
The components of deferred sales commissions, net, for the years ended December 31, 2025 and 2024 were as follows (excluding amounts related to fully amortized deferred sales commissions):
Years Ended December 31
2025 2024
(in thousands)
Carrying amount of deferred sales commissions $ 386,729 $ 303,564
Less: Accumulated amortization (138,535) (74,602)
Cumulative CDSC received (82,894) (46,255)
Deferred sales commissions, net $ 165,300 $ 182,707
Amortization expense associated with deferred sales commissions was $83.5 million, $58.0 million and $36.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Estimated future amortization expense related to the December 31, 2025 net asset balance, assuming no additional CDSC is received in future periods, is as follows (in thousands):
2026 $ 83,757
2027 60,853
2028 19,434
2029 1,256
Total $ 165,300
12. Debt
Credit Facility
AB has an $800.0 million committed, unsecured senior revolving credit facility (the " Credit Facility ") with a group of commercial banks and other lenders. The Credit Facility was amended and restated as of August 5, 2025, extending the maturity date to August 5, 2030 and removing Sanford C. Bernstein & Co., LLC ("SCB LLC") as a co-borrower. There were no other significant changes included in the amendment. The Credit Facility provides for possible increases in the principal amount by up to an aggregate incremental amount of $200.0 million; any such increase is subject to the consent of the affected lenders. The Credit Facility is available for AB business purposes, including the support of AB’s commercial paper program. Management may draw on the Credit Facility from time to time.
The Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. As of December 31, 2025, we were in compliance with these covenants. The Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the
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occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency or bankruptcy-related events of default, all amounts payable under the Credit Facility would automatically become immediately due and payable, and the lender’s commitments automatically would terminate.
Amounts under the Credit Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. Voluntary prepayments and commitment reductions requested by us are permitted at any time without a fee (other than customary breakage costs relating to the prepayment of any drawn loans) upon proper notice and subject to a minimum dollar requirement. Borrowings under the Credit Facility bear interest at a rate per annum, which will be, at our option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ratings of AB, plus one of the following indices: a term Secured Overnight Financial Rate; a Prime rate; or the Federal Funds rate.
As of December 31, 2025 and 2024, we had no amounts outstanding under the Credit Facility. During 2025 and 2024, we did not draw upon the Credit Facility.
EQH Facility
AB also has a $900.0 million committed, unsecured senior credit facility (“ EQH Facility ”) with EQH. The EQH Facility matures on August 31, 2029 and is available for AB's general business purposes. Borrowings under the EQH Facility generally bear interest at a rate per annum based on prevailing overnight commercial paper rates.
The EQH Facility contains affirmative, negative and financial covenants which are substantially similar to those in AB’s committed bank facilities. As of December 31, 2025, we were in compliance with these covenants. The EQH Facility also includes customary events of default substantially similar to those in AB’s committed bank facilities, including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or the lender’s commitment may be terminated.
Amounts under the EQH Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. AB or EQH may reduce or terminate the commitment at any time without penalty upon proper notice. EQH also may terminate the facility immediately upon a change of control of our general partner.
As of December 31, 2025 and 2024, AB had $810.0 million and $710.0 million outstanding under the EQH Facility with interest rates of approximately 3.7% and 4.3%, respectively. Average daily borrowings on the EQH Facility during 2025 and 2024 were $392.2 million and $494.2 million, respectively, with weighted average interest rates of approximately 4.2% and 5.2%, respectively.
EQH Uncommitted Facility
In addition to the EQH Facility, AB has a $300.0 million uncommitted, unsecured senior credit facility (“ EQH Uncommitted Facility ”) with EQH. The EQH Uncommitted Facility matures on August 31, 2029 and is available for AB's general business purposes. Borrowings under the EQH Unsecured Facility generally bear interest at a rate per annum based on prevailing overnight commercial paper rates. The EQH Uncommitted Facility contains affirmative, negative and financial covenants which are substantially similar to those in the EQH Facility. As of December 31, 2025, we were in compliance with these covenants. As of December 31, 2025 and 2024, we had no amounts outstanding under the EQH Uncommitted Facility. We did not draw upon the EQH Uncommitted Facility during 2025 or 2024.
Commercial Paper
As of both December 31, 2025 and December 31, 2024 we had no commercial paper outstanding. The commercial paper is short term in nature, and as such, recorded value is estimated to approximate fair value (and considered a Level 2 security in the fair value hierarchy). Average daily borrowings of commercial paper during 2025 and 2024 were $199.5 million and $268.2 million, respectively, with weighted average interest rates of approximately 4.4% and 5.4%, respectively.
SCB Lines of Credit
SCB LLC has three uncommitted lines of credit with three financial institutions. Two of these lines of credit permit us to borrow up to an aggregate of approximately $150.0 million, with AB named as an additional borrower, while the other line has no stated limit. AB has agreed to guarantee the obligations on SCB LLC under these lines of credit. As of December 31, 2025 and 2024, SCB LLC had no outstanding balance on these lines of credit. Average daily borrowings on the lines of credit during 2025 and 2024 were $0.5 million and $0.6 million, respectively, with weighted average interest rates of approximately 7.3% and 8.5%, respectively.
13. Leases
We lease office space, office equipment and technology under various operating and financing leases. Our current leases have initial lease terms of one year to 20 years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year.
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Leases included in the consolidated statements of financial condition as of December 31, 2025 and 2024 were as follows:
Classification December 31, 2025 December 31, 2024
(in thousands)
Operating Leases
Operating lease right-of-use assets Right-of-use assets $ 448,177 $ 441,662
Operating lease liabilities Lease liabilities 511,308 504,171
Finance Leases
Property and equipment, gross Right-of-use assets 21,070 19,548
Amortization of right-of-use assets Right-of-use assets (14,259) (11,333)
Property and equipment, net 6,811 8,215
Finance lease liabilities Lease liabilities 7,270 8,444
The components of lease expense included in the consolidated statements of income for the years ended December 31, 2025 and 2024 were as follows:
Years Ended December 31
Classification 2025 2024
(in thousands)
Operating lease cost General and administrative $ 66,124 $ 109,580
Financing lease cost:
Amortization of right-of-use assets General and administrative 5,122 4,361
Interest on lease liabilities Interest expense 383 325
Total finance lease cost 5,505 4,686
Variable lease cost (1)
General and administrative 13,372 38,814
Sublease income General and administrative (2,970) (33,068)
Net lease cost $ 82,031 $ 120,012
(1) Variable lease expense includes operating expenses, real estate taxes and employee parking.
The sublease income represents all revenues received from sub-tenants. It is primarily fixed base rental payments combined with variable reimbursements such as operating expenses, real estate taxes and employee parking. The vast majority of sub- tenant income is derived from our New York metro sub-tenant agreements. Sub-tenant income related to base rent is recorded on a straight-line basis.
Maturities of lease liabilities are as follows:
Operating Leases Financing Leases Total
Year ending December 31, (in thousands)
2026 $ 63,653 $ 4,224 $ 67,877
2027 65,642 2,172 67,814
2028 58,065 851 58,916
2029 54,077 326 54,403
2030 52,886 73 52,959
Thereafter 414,292 — 414,292
Total lease payments 708,615 7,646 $ 716,261
Less interest (197,307) (376)
Present value of lease liabilities $ 511,308 $ 7,270
We signed a lease that commenced during the first quarter of 2024, related to approximately 166,000 square feet of space in New York City.
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Lease term and discount rate:
Weighted average remaining lease term (years):
Operating leases 13.25
Finance leases 2.19
Weighted average discount rate:
Operating leases 4.57 %
Finance leases 4.50 %
Supplemental non-cash activity related to leases are as follows:
Years Ended December 31
2025 2024
(in thousands)
Right-of-use assets obtained in exchange for lease obligations (1) :
Operating leases $ 34,740 $ 217,318
Finance leases 3,646 1,097
(1) Represents non-cash activity and, accordingly, is not reflected in the consolidated statements of cash flows.
14. Commitments and Contingencies
Leases
As indicated in Note 13 Leases , we lease office space, office equipment and technology under various leasing arrangements. The future minimum payments under non-cancelable leases, sublease commitments and related payments we are obligated to make, net of sublease commitments of third party lessees to make payments to us, as of December 31, 2025, are as follows:
Payments Sublease Receipts Net Payments
(in millions)
2026 $ 70.2 $ (3.1) $ 67.1
2027 67.3 (4.4) 62.9
2028 58.8 (4.4) 54.4
2029 54.4 (4.4) 50.0
2030 53.0 (4.5) 48.5
2031 and thereafter
414.3 (11.4) 402.9
Total future minimum payments $ 718.0 $ (32.2) $ 685.8
See Note 13 Leases for material lease commitments.
Legal Proceedings
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.
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Guarantees
In 2024, AB and SocGen completed a transaction forming the JVs. In connection with the transaction, Bernstein Institutional Services LLC (“ BIS ”), the U.S. broker-dealer subsidiary of the NA JV, entered into a credit facility agreement (the " BIS Credit Facility ") with SocGen, as lender, providing for up to $60.0 million of working capital. As a condition of the credit facility and until SocGen’s ownership exceeds 50% of NA JV, AB will provide a limited guarantee under which AB will guarantee up to its percentage ownership, currently 66.7%, of any unpaid obligations of BIS. As of December 31, 2025, there were no unpaid obligations under this facility requiring a guarantee by AB. Effective February 28, 2025, the agreement was amended and the original maturity date of April 1, 2025 was extended to March 31, 2026. The current commitment under the facility has also been reduced from $60.0 million to $30.0 million. There were no other material amendments to the credit facility.
In addition, AB will indemnify SocGen Canada (" SG Canada ") for certain obligations and liabilities in relation to Sanford C. Bernstein Canada (" SCB Canada ") until such time as SocGen exceeds 50% ownership of NA JV (the “ Canadian Regulatory Guarantee ”). Under the terms of the Canadian Regulatory Guarantee, SG Canada must guarantee the customer liabilities of SCB Canada to the full extent of its regulatory capital which fluctuates based upon business activity. AB has agreed to indemnify SG Canada for 66.7% of any amounts paid by SG Canada under the Canadian Regulatory Guarantee. As of December 31, 2025, there were no unpaid obligations requiring a guarantee by AB.
See Note 24 Divestitures for further discussion related to the BIS Credit Facility and Canadian Regulatory Guarantee.
Commitments
During the fourth quarter of 2024, we entered into a non-exclusive partnership with Reinsurance Group of America, Incorporated (“ RGA ”) under which we committed to invest $100.0 million in a reinsurance sidecar vehicle sponsored by RGA and focused on the U.S. asset-intensive reinsurance market. AB intends to manage private alternative assets for RGA’s general account as part of a separate transaction. As of December 31, 2025, we have funded $0.1 million of this commitment.
During the third quarter of 2025, we entered into a non-exclusive partnership with Carlyle Investment Management L.L.C. (the " Asset Management Sponsor ") and Fortitude International Ltd. (the " Insurance Sponsor/and or their respective affiliates" ), and together (the " Sponsors ") under which we committed to invest $100.0 million in a reinsurance sidecar vehicle Carlyle FCA Re, L.P. (the " FCA Re Sideca r'"). The FCA Re Sidecar is focused on reinsuring life and annuity liabilities in Asia. AB intends to manage private alternative assets for the Insurance Sponsor as part of a separate transaction. As of December 31, 2025, we have not funded any of this commitment.
15. Consolidated Company-Sponsored Investment Funds
We regularly provide seed capital to new company-sponsored investment funds. As such, we may consolidate or de- consolidate a variety of company-sponsored investment funds each quarter. Due to the similarity of risks related to our involvement with each company-sponsored investment fund, disclosures required under the VIE model are aggregated, such as disclosures regarding the carrying amount and classification of assets.
We are not required to provide financial support to company-sponsored investment funds and only the assets of such funds are available to settle each fund's own liabilities. Our exposure to loss regarding consolidated company-sponsored investment funds is limited to our investment in, and our management fee earned from, such funds. Equity and debt holders of such funds have no recourse to AB’s assets or to the general credit of AB.
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The balances of consolidated VIEs and VOEs included in our consolidated statements of financial condition were as follows:
December 31, 2025 December 31, 2024
(in thousands)
VIEs VOEs Total VIEs VOEs Total
Cash and cash equivalents $ 17,617 $ 109 $ 17,726 $ 1,671 $ 318 $ 1,989
Investments 304,035 26,499 330,534 82,027 58,765 140,792
Other assets 24,778 342 25,120 1,317 13,484 14,801
Total assets $ 346,430 $ 26,950 $ 373,380 $ 85,015 $ 72,567 $ 157,582
Liabilities $ 25,132 $ 149 $ 25,281 $ 345 $ 1,371 $ 1,716
Redeemable non-controlling interest 169,091 9,876 178,967 31,670 16,819 48,489
Partners' capital attributable to AB Unitholders 152,207 16,925 169,132 53,000 54,377 107,377
Total liabilities, redeemable non-controlling interest and partners' capital
$ 346,430 $ 26,950 $ 373,380 $ 85,015 $ 72,567 $ 157,582
During 2025, we deconsolidated four funds in which we had seed investments totaling approximately $53.9 million as of December 31, 2024 due to no longer having a controlling financial interest.
Changes in the redeemable non-controlling interest balance during the twelve-month period ended December 31, 2025 are as follows (in thousands):
Redeemable non-controlling interest as of December 31, 2024 $ 48,489
Deconsolidated funds (12,857)
Changes in third-party seed investments in consolidated funds 143,335
Redeemable non-controlling interest as of December 31, 2025
$ 178,967
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Fair Value
Cash and cash equivalents include cash on hand, demand deposits, overnight commercial paper and highly liquid investments with original maturities of three months or less. Due to the short-term nature of these instruments, the recorded value has been determined to approximate fair value.
Valuation of consolidated company-sponsored investment funds' financial instruments by pricing observability levels as of December 31, 2025 and 2024 was as follows (in thousands):
Level 1 Level 2 Level 3 Total
December 31, 2025:
Investments - VIEs (1)
$ 22,477 $ 271,558 $ — $ 294,035
Investments - VOEs 225 26,274 — 26,499
Derivatives - VIEs 70 20,007 — 20,077
Total assets measured at fair value $ 22,772 $ 317,839 $ — $ 340,611
Derivatives - VIEs $ 112 $ 19,972 $ — $ 20,084
Total liabilities measured at fair value $ 112 $ 19,972 $ — $ 20,084
December 31, 2024:
Investments - VIEs $ 15,240 $ 66,787 $ — $ 82,027
Investments - VOEs 249 58,516 — 58,765
Derivatives - VIEs 48 53 — 101
Derivatives - VOEs — 11,483 — 11,483
Total assets measured at fair value $ 15,537 $ 136,839 $ — $ 152,376
Derivatives - VIEs $ 72 $ 13 $ — $ 85
Total liabilities measured at fair value $ 72 $ 13 $ — $ 85
(1) Investments measured at fair value using NAV (or its equivalent) as a practical expedient are approximately $10.0 million. Total investments in VIEs including those measured at NAV are $304.0 million.
See Note 9 for a description of the fair value methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.
There were no Level 3 financial instruments carried at fair value within the consolidated company-sponsored investment funds during the years ended December 31, 2025 and 2024.
Derivative Instruments
As of December 31, 2025 and 2024, the VIEs held zero and zero (net), respectively, of futures, forwards, options and swaps within their portfolios. For the years ended December 31, 2025 and 2024, we recognized $0.2 million and zero of losses, respectively, on these derivatives. These losses are recognized in investment gains (losses) in the consolidated statements of income.
As of December 31, 2025 and 2024, the VIEs held zero and zero, respectively, of cash collateral payable to trade counterparties. This obligation to return cash is reported in the liabilities of consolidated company-sponsored investment funds in our consolidated statements of financial condition.
As of December 31, 2025 and 2024, the VIEs delivered $0.5 million and $0.3 million, respectively, of cash collateral into brokerage accounts. The VIEs report this cash collateral in the consolidated company-sponsored investment funds cash and cash equivalents in our consolidated statements of financial condition.
As of December 31, 2025 and 2024, the VOEs held zero and $11.5 million (net), respectively, of futures, forwards, options and swaps within their portfolios. For the year ended December 31, 2025 and 2024, we recognized zero and zero of losses, respectively, on these derivatives. These gains and losses are recognized in investment gains (losses) in the consolidated statements of income.
As of December 31, 2025 and 2024, the VOEs held no cash collateral payable to trade counterparties.
As of December 31, 2025 and 2024, the VOEs delivered no cash collateral in brokerage accounts.
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Offsetting Assets and Liabilities
Offsetting of derivative assets of consolidated company-sponsored investment funds as of December 31, 2025 and 2024 was as follows:
Gross Amounts
of Recognized
Assets Gross Amounts
Offset in the
Statement of
Financial
Condition Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition Financial
Instruments Cash Collateral
Received Net
Amount
(in thousands)
December 31, 2025:
Derivatives - VIEs $ 20,077 $ — $ 20,077 $ — $ — $ 20,077
December 31, 2024:
Derivatives - VIEs $ 101 $ — $ 101 $ — $ (2) $ 99
Derivatives - VOEs 11,483 — 11,483 — — 11,483
Offsetting of derivative liabilities of consolidated company-sponsored investment funds as of December 31, 2025 and 2024 was as follows:
Gross
Amounts of
Recognized
Liabilities Gross Amounts
Offset in the
Statement of
Financial
Condition Net Amounts
of Liabilities
Presented in the
Statement of
Financial
Condition Financial
Instruments Cash Collateral
Pledged Net
Amount
(in thousands)
December 31, 2025:
Derivatives - VIEs $ 20,084 $ — $ 20,084 $ — $ (492) $ 19,592
December 31, 2024:
Derivatives - VIEs $ 85 $ — $ 85 $ — $ (85) $ —
Cash collateral, whether pledged or received on derivative instruments, is not considered material and, accordingly, is not disclosed by counterparty.
Non-Consolidated VIEs
As of December 31, 2025, the net assets of company-sponsored investment products that are non-consolidated VIEs are approximately $51.3 billion; our maximum risk of loss is our investment of $40.4 million in these VIEs and our advisory fees receivable from these VIEs are $105.1 million. As of December 31, 2024, the net assets of company-sponsored investment products that were non-consolidated VIEs was approximately $46.9 billion; our maximum risk of loss was our investment of $17.3 million in these VIEs and our advisory fees receivable from these VIEs were $115.2 million.
16. Net Capital
SCB LLC is registered as a broker-dealer under the Exchange Act and is subject to the minimum net capital requirements imposed by the U.S. Securities and Exchange Commission (" SEC "). SCB LLC computes its net capital under the alternative method permitted by the applicable rule, which requires that minimum net capital, as defined, equals the greater of $1.5 million or two percent of aggregate debit items arising from customer transactions, as defined. As of December 31, 2025, SCB LLC had net capital of $215.1 million, which was $182.9 million in excess of the required minimum net capital requirement of $32.2 million. Advances, dividend payments and other equity withdrawals by SCB LLC are restricted by regulations imposed by the SEC, the Financial Industry Regulatory Authority, Inc., and other securities agencies.
AllianceBernstein Investments, Inc. (" ABI "), another one of our subsidiaries and the distributor and/or underwriter for certain company-sponsored mutual funds, is registered as a broker-dealer under the Exchange Act and is subject to the minimum net capital requirements imposed by the SEC. As of December 31, 2025, ABI had net capital of $50.3 million, which was $50.0 million in excess of its required minimum net capital of $0.3 million.
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17. Counterparty Risk
Customer Activities
In the normal course of business, brokerage activities involve the execution, settlement and financing of various customer securities trades, which may expose our broker-dealer operations to off-balance sheet risk by requiring us to purchase or sell securities at prevailing market prices in the event the customer is unable to fulfill its contractual obligations.
Our customer securities activities are transacted on either a cash or margin basis. In margin transactions, we extend credit to the customer, subject to various regulatory and internal margin requirements. These transactions are collateralized by cash or securities in the customer’s account. In connection with these activities, we may execute and clear customer transactions involving the sale of securities not yet purchased. We seek to control the risks associated with margin transactions by requiring customers to maintain collateral in compliance with the aforementioned regulatory and internal guidelines. We monitor required margin levels daily and, pursuant to such guidelines, require customers to deposit additional collateral, or reduce positions, when necessary. A majority of our customer margin accounts are managed on a discretionary basis whereby we maintain control over the investment activity in the accounts. For these discretionary accounts, our margin deficiency exposure is minimized by our maintaining a diversified portfolio of securities in the accounts, our discretionary authority and our U.S.-based broker-dealer's role as custodian.
In accordance with industry practice, we record customer transactions on a settlement date basis. We are exposed to risk of loss on these transactions in the event of the customer’s inability to meet the terms of their contracts, in which case we may have to purchase or sell financial instruments at prevailing market prices. The risks we assume in connection with these transactions are not expected to have a material adverse effect on our financial condition or results of operations.
Other Counterparties
We are engaged in various brokerage, futures, forwards, options and swap activities on behalf of clients, in which counterparties primarily include broker-dealers, banks and other financial institutions. In the event these counterparties do not fulfill their obligations, our clients and we may be exposed to loss. The risk of default depends on the creditworthiness of the counterparty. It is our policy to review, as necessary, each counterparty’s creditworthiness.
In connection with security borrowing and lending arrangements, we enter into collateralized agreements, which may result in potential loss in the event the counterparty to a transaction is unable to fulfill its contractual obligations. Security borrowing arrangements require us to deposit cash collateral with the lender. With respect to security lending arrangements, we receive collateral in the form of cash or securities in amounts generally in excess of the market value of the securities loaned. We attempt to mitigate credit risk associated with these activities by establishing credit limits for each broker and monitoring these limits on a daily basis. Additionally, security borrowing and lending collateral is marked to market on a daily basis, and additional collateral is deposited by or returned to us as necessary.
Through the normal course of business, we may have bank deposits that exceed FDIC insurance limits. A failure of the bank could lead to losses on our deposits. These deposits levels are often temporary, and we attempt to mitigate this risk by using high quality banks that are systemically important.
We enter into various futures, forwards, options and swaps primarily to economically hedge certain of our seed money investments. We may be exposed to credit losses in the event of nonperformance by counterparties to these derivative financial instruments. See Note 7, Derivative Instruments for further discussion.
18. Qualified Employee Benefit Plans
We maintain a qualified profit sharing plan covering U.S. employees and certain foreign employees. Employer contributions are discretionary and generally limited to the maximum amount deductible for federal income tax purposes. Aggregate contributions were $19.4 million, $19.7 million and $19.0 million for 2025, 2024 and 2023, respectively.
We maintain several defined contribution plans for foreign employees working for our subsidiaries in the United Kingdom, Australia, Japan and other locations outside the United States. Employer contributions generally are consistent with regulatory requirements and tax limits. Defined contribution expense for foreign entities was $9.1 million, $9.3 million and $11.7 million in 2025, 2024 and 2023, respectively.
We maintained a qualified, noncontributory, defined benefit retirement plan (the “ Retirement Plan ”) covering current and former employees who were employed by AB in the United States prior to October 2, 2000. Benefits accrued under the plan based on years of credited service, average final base salary (as defined in the Retirement Plan) and primary Social Security benefits. Service and compensation after December 31, 2008 were not taken into account in determining participants’ retirement benefits.
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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 in the amount of $35.0 million. 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. During the year ended December 31, 2024, we recognized a non-cash settlement charge of approximately $13.1 million related to Retirement Plan losses and the reclassification from accumulated other comprehensive loss to general and administrative expenses in the consolidated statements of income. 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.
During 2025, we settled all future obligations under the Retirement Plan and transferred the remaining obligations to a qualified insurance provider under a group annuity contract. The total annuity premium transferred was $59.4 million. Following the transfer related to the annuity purchase, the plans funded status was in a deficit and the company funded an additional $1.7 million to cover all remaining obligations. As a result of the settlement we recognized an initial non-cash settlement charge of approximately $20.8 million related to Retirement Plan losses and the reclassification from accumulated other comprehensive loss to general and administrative expenses in the consolidated statements of income. We recognized a final adjustment of $3.1 million due to further reconciliation and true up activities. The final settlement charge, net of true up amounts, was $17.7 million for the year ended December 31, 2025. The plan was formally terminated and the trust was closed effective September 30, 2025.
The Retirement Plan’s projected benefit obligation, fair value of plan assets and funded status (amounts recognized in the consolidated statements of financial condition) were as follows:
Years Ended December 31
2025 2024
(in thousands)
Change in projected benefit obligation:
Projected benefit obligation at beginning of year $ 68,579 $ 98,426
Interest cost 284 5,025
Plan settlements (2,900) (39,246)
Actuarial loss (gain) (5,930) 7,655
Annuity insurer rollovers (59,357) —
Benefits paid (676) (3,281)
Projected benefit obligation at end of year — 68,579
Change in plan assets:
Plan assets at fair value at beginning of year 63,325 101,376
Actual return on plan assets (2,092) 4,476
Employer contribution 1,700 —
Plan settlements (2,900) (39,246)
Annuity insurer rollovers (59,357) —
Benefits paid (676) (3,281)
Plan assets at fair value at end of year — 63,325
Funded status $ — $ (5,254)
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The amounts recognized in other comprehensive income for the Retirement Plan for 2025, 2024 and 2023 were as follows:
2025 2024 2023
(in thousands)
Unrecognized net gain from experience different from that assumed and effects of changes and assumptions $ — $ 5,534 $ 8,815
Prior service cost 611 24 24
Reclassification adjustment for (losses) included in net income upon retirement plan liquidation (22,898) — —
23,509 5,558 8,839
Income tax (expense) (147) (20) (9)
Other comprehensive income $ 23,362 $ 5,538 $ 8,830
The gain of $23.3 million recognized in 2025 was primarily due to $22.9 million of one time pension settlement related gains, $0.6 million of pension cost amortization offset by $0.1 million in income tax expense. The one time settlement related gains was primarily driven by an initial non-cash settlement charge of approximately $20.8 million related to Retirement Plan losses and the reclassification from accumulated other comprehensive loss to general and administrative expenses in the condensed consolidated statements of income. Further, there was a reclassification of approximately $2.6 million from accumulated other comprehensive loss to accrued compensation and benefits liability on the consolidated statement of financial condition for final reconcilia
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