What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-12 compared with 2025-02-14 · 271 added, 265 removed, 686 unchanged (44% of the section changed)

2 unchanged sentences

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 $68.5 billion, partially offset by net outflows of $2.2 billion (reflecting Institutional net outflows of $16.5 billion, offset by Retail net inflows of $13.4 billion and Private Wealth Management net inflows of $0.9 billion).

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 increased $2.3 billion, from $12.6 billion in 2023 to $14.9 billion in 2024.

Retail AUM increased $47.5 billion, or 16.6%, to $334.3 billion during 2024, primarily due to market appreciation of $34.2 billion and net inflows of $13.4 billion.

Gross sales increased $28.8 billion, from $71.1 billion in 2023 to $99.9 billion in 2024.

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.

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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, effective April 1, 2024.

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 2024 net revenues of $4.5 billion increased $319.8 million, or 7.7%, compared to net revenues of $4.2 billion in the prior year.

The increase was primarily due to higher investment advisory base fees of $340.6 million, higher distribution revenues of $140.4 million, higher performance-based fees of $126.1 million and higher other revenues of $41.6 million primarily due certain reimbursements for services provided to the joint ventures, partially offset by lower Bernstein Research Services revenue of $289.9 million due to the deconsolidation of the BRS business, investment losses as compared to gains in the prior year of $27.7 million and lower net dividend and interest income of $11.1 million.

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 higher promotion and servicing expense of $119.7 million, higher employee compensation and benefits expense of $32.6 million and higher general and administrative expenses of $17.6 million, partially offset by higher gain on contingent payment arrangements of $144.7 million and lower interest on borrowings of $10.9 million.

The change in contingent payment arrangements was primarily due to the recognition of a gain of $128.5 million related to a fair value remeasurement of the contingent payment liability associated with our acquisition of AB CarVal in 2022.

Our operating income increased $306.4 million, or 37.5%, to $1.1 billion from $817.7 million in 2023 and our operating margin increased to 24.7% in 2024 from 19.1% in 2023.

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

Despite a volatile quarter for U.S.

Equities, the S&P 500 ended 2% higher in the fourth quarter of 2024, rounding out a 25% total annual return.

Shares were buoyed by expectations that the new federal administration’s policies will lift growth, lower taxes, and ease regulation over the next four years.

The Federal Reserve (" Fed ") lowered interest rates in both November and December.

However, in December the Fed scaled back expectations for rate cuts in 2025, on account of persistent inflation and a robust labor market, triggering a market sell-off particularly in Small Cap (market capitalization between $250 million and $2 billion) with the Russell 2000 giving up earlier gains to end flat in the fourth quarter of 2024.

Large Cap growth companies (market capitalization above $10 billion) continued to outperform throughout the quarter and the year.

The S&P 500 Growth index returned 36% in 2024 vs.

12% for the S&P 500 Value and 12% for the Russell 2000.

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.

2024 Annual Report 29

Global and Non-U.S.

Eurozone equities declined in the fourth quarter of 2024, with the MSCI European Economic and Monetary Union Index returning negative 1.8% (gross returns, in local-currency terms) amid fears of a recession and political turmoil in France and Germany.

The European Central Bank signaled more cuts to come in 2025, as the single currency area wrestles with lackluster growth.

The UK MSCI Index was roughly flat in local currency terms and returned negative 7% in USD terms, reflecting rapid GBP depreciation amid a rise in long-term bond yields and growing concerns about the U.K.

macro-economic outlook.

In Japan, equity markets gained in the fourth quarter with the TOPIX returning 5.4%.

The Bank of Japan decided not to raise interest rates at its December policy meeting.

MSCI Asia ex-Japan ended negative 7% (USD terms) during the fourth quarter of 2024, reflecting investor concerns around the impact of proposed tariffs, particularly on China.

Emerging Markets underperformed Developed Markets in the fourth quarter.

Fixed income markets experienced considerable volatility in the fourth quarter of 2024, primarily driven by geopolitical tensions, central bank decisions, and fluctuating inflation rates.

The Bloomberg Global Aggregate Bond index ended 5.0% lower (USD terms, unhedged) in the fourth quarter of 2024.

Major government bonds sold off, driven by persistent inflation, political instability, and budgetary concerns.

The 10-year Treasury yield experienced a notable rise, finishing the year at 4.6%, indicating market uncertainty regarding the Fed's future actions amidst rising expectations over potential inflationary policies implemented by the new federal administration.

On the credit front, high yield bonds outperformed their investment-grade counterparts during the fourth quarter, driven by expectations of pro-business policies under the new federal administration.

AllianceBernstein

G lobal and Non-U.S.

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.

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.

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

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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 approximately 20% 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.

For example, included in the initial $10 billion commitment by EQH is $750 million in capital deployed through AB CarVal.

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

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Joint Venture with Societe Generale

Effective April 1, 2024, AB and Societe Generale (" SocGen ") completed their previously announced transaction to form a global joint venture with two joint venture holding companies, one outside of North America 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.

AB has deconsolidated the BRS business and retained the Bernstein Private Wealth Management business within its existing U.S.

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.

2025 Annual Report 29

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.

Relocation Strategy

As previously announced, we have established our corporate headquarters in Nashville, TN, at 501 Commerce Street.

Our Nashville headquarters houses Finance, IT, Operations, Legal, Compliance, Internal Audit, Human Capital, and Sales and Marketing and at year-end 2024, we had 1,063 employees in Nashville.

We will continue to maintain a principal location in New York City, which houses our Portfolio Management and Trading, and New York-based Private Wealth Management businesses.

We believe relocating our corporate headquarters to Nashville affords us the opportunity to provide an improved quality of life alternative for our employees and enables us to attract and recruit new talented employees to a highly desirable location while improving the long-term cost structure of the firm.

As of December 31, 2024, we have successfully completed the relocation of our corporate headquarters to Nashville, TN.

During the transition period, which began in 2018 and was completed in the fourth quarter of 2024, we incurred $160 million of cumulative transition costs.

These costs include employee relocation, severance, recruitment, and overlapping compensation and occupancy costs.

Over this same period, we realized total cumulative expense savings of $218 million, resulting in an overall net savings of $58 million for the period.

AllianceBernstein

We incurred $20 million of transition costs for the twelve months ended December 31, 2024, compared to $43 million of expense savings, resulting in an overall net savings of $23 million for the period.

In 2024, our net income per unit (" EPU ") increased $0.08 as a result of our relocation strategy, which compares to the $0.08 EPU increase that occurred in 2023.

We also expect to achieve EPU accretion in each future year.

Beginning in 2025, as the transition period has now been completed, we estimate ongoing annual expense savings of approximately $75 million, which will result from a combination of occupancy and compensation-related savings.

During October 2018, we signed a lease, which commenced in the fourth quarter of 2020, relating to 218,976 square feet of space at our new Nashville headquarters.

Our estimated total base rent obligation (excluding taxes, operating expenses and utilities) over the 15-year initial lease term is $134 million.

While we have completed the transition period associated with our headquarter relocation to Nashville and our transition costs, expense savings and favorable EPU impact were in line with our estimates, there are several remaining positions to be relocated.

We believe that any additional transition costs and expense savings will be immaterial.

The actual outcomes may differ due to deviations in one or more of our key assumptions.

The remaining transition costs and expense savings, along with their underlying assumptions, are considered Forward-Looking Statements.

These statements were subject to various factors discussed in the " Risk Factors " and " Cautions Regarding Forward-Looking Statements " sections of this 2024 10-K.

AB Holding’s principal source of income and cash flow is attributable to its investment in AB Units.

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Net income of AB Holding $ 299,836 $ 423,374 $ 264,184 (29.2) % 60.3 %

Diluted net income per AB Holding Unit $ 3.71 $ 2.34 $ 2.69 58.5 (13.0)

Net income per AB Holding Unit $ 2.97 $ 3.71 $ 2.34 (19.9) 58.5

Distributions per AB Holding Unit (1)

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(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 had net income of $264.2 million in 2023 compared to $274.2 million in 2022, reflecting lower net income attributable to AB Unitholders, partially offset by higher weighted average equity ownership interest.

AB Holding's partnership gross income is derived from its interest in AB.

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Certain AB qualifying revenues are primarily U.S.

investment advisory fees, research payments and brokerage commissions.

AB Holding’s effective tax rate was 8.4% in 2024, 11.9% in 2023 and 10.3% in 2022.

The decrease in AB Holdings effective tax rate is primarily driven by one- time items not subject to the gross revenue tax.

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.

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Such measures are not based on generally accepted accounting principles (“ non-GAAP measures ”).

2024 Annual Report 31

We provide the non-GAAP measures "adjusted net income" and "adjusted diluted net income per unit" because our quarterly distribution per unit is typically our adjusted diluted net income per unit (which is derived from adjusted net income).

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).

AllianceBernstein

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.

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The non-GAAP measures alone may pose limitations because they do not include all of AB’s revenues and expenses.

Further, adjusted diluted net income per AB Holding Unit is not a liquidity measure and should not be used in place of cash flow measures.

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 diluted net income per AB Holding Unit are as follows:

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

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Impact on AB Holding’s net income of AB non-GAAP adjustments $ 37,020 $ (52,531) $ 39,355

Net income - diluted, GAAP basis $ 423,374 $ 264,184 $ 274,167

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 - diluted $ 370,843 $ 303,539 $ 299,635

Diluted net income per AB Holding Unit, GAAP basis $ 3.71 $ 2.34 $ 2.69

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 diluted net income per AB Holding Unit $ 3.25 $ 2.69 $ 2.94

Adjusted net income per AB Holding Unit $ 3.33 $ 3.25 $ 2.69

(2) Includes all AB non-GAAP adjustments to pre-tax income.

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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 decrease primarily resulted from lower cash distributions received from AB of $64.6 million.

During the years ended December 31, 2024, 2023 and 2022, net cash used in investing activities was zero, zero and $1.8 million, respectively.

In 2022, net cash used in investing activities reflected investments in AB with proceeds from exercises of compensatory options to buy AB Holding Units and capital contributions to AB.

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 $45.1 million and lower capital contributions from AB of $1.4 million.

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 decrease was primarily due to lower cash distributions to Unitholders of $64.9 million and higher capital contributions from AB of $2.2 million.

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.

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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).

AllianceBernstein

2025 Annual Report 31

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 diluted 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 diluted net income per unit, unless management determines, with concurrence of the Board of Directors, that one or more adjustments made to adjusted net income should not be made with respect to the Available Cash Flow calculation.

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.

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(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.

2024 Annual Report 33

AllianceBernstein

Changes in assets under management during 2025 and 2024 are as follows:

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Net long-term (outflows) inflows (4.6) (9.1) 2.4 (11.3)

Adjustments (1)

Transfers 0.4 (0.1) (0.3) —

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Net long-term (outflows) inflows (16.5) 13.4 0.9 (2.2)

Adjustments (1)

Transfers 0.1 (0.1) — —

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(1) This adjustment is due to a change in fee policy related to certain fixed income assets effective October 1, 2024.

AllianceBernstein

2025 Annual Report 33

Investment Service

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Net long-term (outflows) inflows (22.5) (1.5) (9.1) 11.6 (1.2) 11.4 (11.3)

Adjustments (3)

— — 0.2 0.5 — — 0.7

Transfers 0.5 (0.5) — — — — —

— — (12.1) — — 12.1 —

Market appreciation (depreciation) 40.0 12.8 1.6 1.0 (0.1) 13.2 68.5

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

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Net long-term (outflows) inflows (24.1) (6.6) 11.0 13.6 (1.0) 4.9 (2.2)

Market appreciation 45.1 12.3 11.7 2.9 0.5 13.3 85.8

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

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(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.

2024 Annual Report 35

AllianceBernstein

Net long-term (outflows) inflows for actively managed investment services as compared to passively managed investment services during 2025 and 2024 are as follows:

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(2) Includes certain multi-asset solutions and services not included in equity or fixed income services.

AllianceBernstein

2025 Annual Report 35

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 2023, our Institutional channel average AUM of $304.6 billion decreased $3.8 billion, or 1.2%, compared to 2022, while ending AUM increased $19.8 billion, or 6.7%, to $317.1 billion from December 31, 2022.

The $19.8 billion increase in AUM resulted primarily from market appreciation of $31.5 billion (with $22.7 billion of market appreciation occurring in the fourth quarter of 2023), partially offset by net outflows of $11.8 billion.

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 2023, our Retail channel average AUM of $262.0 billion decreased $5.8 billion, or 2.1%, compared to 2022, while ending AUM increased $43.9 billion, or 18.1%, to $286.8 billion from December 31, 2022.

The $43.9 billion increase in AUM resulted primarily from market appreciation of $40.3 billion and net outflows of $3.7 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 $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.

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 $15.1 billion increase in AUM resulted from market appreciation of $14.0 billion, and net inflows of $1.1 billion.

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:

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Blended Muni Fund Avg) 0.65 0.68 0.62

Core Plus (fixed income)

Core Fixed Income (fixed income)

Absolute return 7.72 5.16 0.06

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JPM EMBI Global/JPM EMBI) 0.30 1.76 0.38

2024 Annual Report 37

1-Year 3-Year (1)

Sustainable Global Thematic

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MSCI EAFE Index) (3.02) 0.76 0.48

AllianceBernstein

1-Year 3-Year (1)

Small & Mid Cap Value

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(1) Reflects annualized returns.

AllianceBernstein

2025 Annual Report 37

Consolidated Results of Operations

9 unchanged sentences

Net income 988,875 1,193,485 788,619 (17.1) 51.3

Net income (loss) of consolidated entities attributable to non-controlling interests 20,238 24,009 (56,356) (15.7) n/m

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

Diluted net income per AB Unit $ 4.05 $ 2.65 $ 3.01 52.8 (12.0)

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

2 unchanged sentences

(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

AllianceBernstein

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 is due to (in millions):

The increase primarily was due to (in millions):

Higher base advisory fees $ 340.6

14 unchanged sentences

(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 has deconsolidated the BRS business and contributed the business to the JVs.

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.

2024 Annual Report 39

Net income attributable to AB Unitholders for the year ended December 31, 2023 decreased $67.2 million from the year ended December 31, 2022.

The decrease primarily was due to (in millions):

Higher employee compensation and benefits $ (102.5)

Higher net gains of consolidated entities attributable to non-controlling interest (80.4)

Higher interest on borrowings (36.5)

Lower Bernstein Research Services revenue (30.1)

Lower distribution revenues (20.9)

Higher amortization of intangible assets (20.3)

Higher contingent payment arrangements (16.3)

Higher investment gains 116.6

Lower general and administrative expenses 60.1

Higher net dividend and interest income 35.2

Lower promotion and servicing expenses 17.1

Lower income taxes 10.6

Units Outstanding

3 unchanged sentences

Repurchases are subject to regulations promulgated by the SEC, as well as certain price, market volume and timing constraints specified in the plan.

We did not adopt a plan during the fourth quarter of 2024.

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

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 diluted net income per unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter.

In future periods, management anticipates that Available Cash Flow will continue to be based on adjusted diluted net income per unit, unless management determines, with concurrence of the Board of Directors, that one or more adjustments that are made for adjusted net income should not be made with respect to the Available Cash Flow calculation.

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.

See Note 2 to our consolidated financial statements contained in Item 8 for a description of Available Cash Flow.

2025 Annual Report 39

Management Operating Metrics

We are providing the non-GAAP measures “adjusted net revenues,” “adjusted operating income” and “adjusted operating margin” because they are additional operating metrics management uses in evaluating and comparing period-to-period operating performance.

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.

AllianceBernstein

1 unchanged sentence

The non-GAAP measures alone may pose limitations because they do not include all of our revenues and expenses.

AllianceBernstein

Years Ended December 31

10 unchanged sentences

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

2 unchanged sentences

Incentive compensation-related items 2,201 2,391 5,192

Retirement plan settlement loss 13,130 — —

EQH award compensation 1,246 1,088 727

Acquisition-related expenses (59,595) 98,070 72,503

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

Subtotal of non-GAAP adjustments 36,309 157,558 93,651

Net income (loss) of consolidated entities attributable to non-controlling interests 20,238 24,009 (56,356)

Sub- total of non-GAAP adjustments 143,937 36,309 157,558

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

6 unchanged sentences

Adjusted net income $ 1,091,793 $ 1,039,829 $ 864,988

Diluted net income per AB Unit, GAAP basis $ 4.05 $ 2.65 $ 3.01

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 diluted net income per AB Unit $ 3.59 $ 3.00 $ 3.26

Adjusted net income per AB Unit $ 3.70 $ 3.59 $ 3.00

Operating margin, GAAP basis 23.0 % 24.7 % 19.1 %

2 unchanged sentences

2025 Annual Report 41

Adjusted operating income for the year ended December 31, 2024 increased $188.9 million, or 19.9%, from the year ended December 31, 2023, primarily due to higher investment advisory base fees of $332.6 million, higher performance-based fees of $101.3 million, lower general and administrative expenses of $37.9 million, lower promotion and servicing expenses of $32.5 million, higher investment gains of $10.7 million and higher other revenues of $8.1 million, partially offset by lower Bernstein Research Services revenue of $289.9 million due to the deconsolidation of the BRS business, higher employee compensation and benefits expense of $37.7 million and lower net dividends and interest income of $6.2 million.

Adjusted operating income for the year ended December 31, 2023 decreased $13.9 million, or 1.4%, from the year ended December 31, 2022, primarily due to higher employee compensation and benefits expense of $39.3 million, lower Bernstein Research Services revenue of $30.1 million, lower investment advisory base fees of $25.1 million and higher general and administrative expenses of $6.2 million, partially offset by higher net dividend and interest income of $51.6 million and higher performance-based fees of $35.5 million.

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

Lower Bernstein Services Research revenues

Lower performance-based fees (55.8)

Higher employee compensation and benefits expense

Lower investment gains

Lower net dividend and interest revenue

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

Higher investment gains

Higher other revenues 8.1

Lower Bernstein Services Research revenues

Higher employee compensation and benefits expense

Lower net dividend and interest revenue

Adjusted Net Revenues

6 unchanged sentences

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 performance-based fees passed through to our investment advisors.

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.

3 unchanged sentences

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.

We also adjust net revenues to exclude our portion of the equity income or loss associated with our investment in the JVs.

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.

AllianceBernstein

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).

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) retirement plan settlement loss, (4) the equity compensation paid by EQH to certain AB executives, (5) acquisition-related expenses, (6) equity (income) loss on JVs, (7) interest on borrowings and (8) the impact of consolidated company-sponsored investment funds.

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.

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AB economically hedged the exposure to market movements by purchasing and holding these investments on its balance sheet.

AllianceBernstein

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.

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.

1 unchanged sentence

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 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.

The board of directors of EQH granted to Seth Bernstein, our CEO, equity awards in connection with EQH's IPO.

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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.

6 unchanged sentences

The charges to compensation and benefits expense are due to certain service conditions and special awards included in the acquisition agreement.

During 2022, acquisition related expenses included an intangible asset impairment charge of $5.6 million related to various historical acquisitions.

We also adjust operating income to exclude our portion of the equity income or loss associated with our investment in the JVs.

2025 Annual Report 43

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.

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.

Adjusted Net Income and Adjusted Diluted Net Income per AB Unit

As previously discussed, our quarterly distribution is typically our adjusted diluted 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, gain on divestiture and adjusted income taxes.

The gain on divestiture is not considered part of our core operating results and, accordingly has been excluded from our adjusted net income.

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.

2 unchanged sentences

Adjusted operating margin is derived by dividing adjusted operating income by adjusted net revenues.

2024 Annual Report 43

AllianceBernstein

The components of net revenues are as follows:

21 unchanged sentences

Dividend and interest income 140,368 165,313 199,443 (15.1) (17.1)

Investment (losses) gains (13,486) 14,206 (102,413) n/m n/m

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

3 unchanged sentences

(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 has deconsolidated the BRS business and contributed the business to the JVs.

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.

6 unchanged sentences

These ranges include all-inclusive fee arrangements (covering investment management, trade execution and other services) for our Private Wealth Management clients.

AllianceBernstein

2025 Annual Report 45

We calculate AUM using established market-based valuation methods and fair valuation (non-observable market) methods.

7 unchanged sentences

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, consists of senior officers and employees, which oversees a consistent framework of pricing and valuation of all investments held in client and AB portfolios.

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.

5 unchanged sentences

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 $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.

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 $4.4 million, or 0.1%, in 2023, due to a $4.8 million, or 0.2%, increase in base fees, offset by a $0.3 million decrease in performance-based fees.

The increase in base fees was primarily due to slight shift in product mix to alternatives, which generally earn higher fees, partially offset by a 0.9% decrease in average AUM.

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.

Performance-based fees decreased $0.3 million, or 0.2%, in 2023, primarily due to lower performance-based fees earned on U.S.

Real Estate fund and Emerging Markets Opportunistic Credit fund, partially offset by higher performance-based fees earned on Private Credit fund, Global Opportunistic Credit fund, Global Multi-Strategy fund and Securitized Assets fund.

Institutional base fees increased $6.9 million, or 1.1%, in 2024, primarily due to a a 6.0% increase in average AUM, partially offset by a lower portfolio fee rate.

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.

Institutional base fees increased $30.4 million, or 5.2%, in 2023, primarily due to a higher portfolio fee rate, partially offset by a 1.2% decrease in average AUM.

Retail base fees decreased $45.7 million, or 3.5%, in 2023, primarily due to a 2.1% decrease in average AUM.

Private Wealth base fees increased $20.1 million, or 2.2%, in 2023, primarily due to a 3.0% increase in average AUM.

Bernstein Research Services

4 unchanged sentences

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.

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 primarily driven by significantly lower global customer trading activity due to the prevailing macro-economic environment.

2024 Annual Report 45

The decrease was driven by the deconsolidation of the BRS business

AllianceBernstein

Distribution Revenues

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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.

Distribution revenues decreased $20.9 million, or 3.4%, in 2023, primarily due to a shift in product mix from mutual funds with higher distribution rates to mutual funds with lower distribution rates, as well as a 1.4% decrease in the corresponding average AUM of these mutual funds.

Dividend and Interest Income and Broker-Dealer Related Interest Expense

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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 increased $76.4 million, or 62.0%, in 2023, primarily due to higher interest earned on customer margin balances and higher interest earned on U.S.

Treasury Bills.

Broker-dealer related interest expense increased $41.1 million, or 61.9%, in 2023, primarily due to higher interest paid on cash balances in customers' brokerage accounts.

AllianceBernstein

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.

2025 Annual Report 47

Investment (Losses) Gains

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(i) employee long-term incentive compensation-related investments, (ii) U.S.

Treasury Bills, (iii) market-making in exchange-traded options and equities, (iv) seed capital investments, (v) derivatives and (vi) 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 investments in JVs.

Treasury Bills, (iii) seed capital investments, (iv) derivatives and (v) investments in our consolidated company-sponsored investment funds.

Investment (losses) gains are as follows:

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Realized gains $ 1,262 $ 7,194 $ 6,573

Unrealized (losses) (3,915) (1,707) (10,626)

Investments held by consolidated company-sponsored investment funds:

Realized (losses) (855) (32,125) (46,293)

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:

7 unchanged sentences

Realized gains (losses) 345 160 (203)

Unrealized gains (losses) 309 (442) 669

Equity investment in JVs:

Equity (loss) (36,611) — —

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

1 unchanged sentence

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.

Other revenues decreased $4.2 million, or 4.0%, in 2023, primarily due to lower shareholder servicing fees and lower brokerage income, partially offset by higher mutual fund reimbursements.

2024 Annual Report 47

AllianceBernstein

The components of expenses are as follows:

10 unchanged sentences

Contingent payment arrangements 191 (121,896) 22,853 n/m n/m

Interest on borrowings 43,509 54,394 17,906 (20.0) 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)

10 unchanged sentences

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.

In 2023, employee compensation and benefits expense increased $102.5 million, or 6.2% primarily due to higher base compensation of $72.2 million, higher incentive compensation of $51.7 million and higher fringes of $7.8 million, partially offset by lower commissions of $29.0 million.

Promotion and Servicing

1 unchanged sentence

Also included in this expense category are costs related to trade execution and clearance, travel and entertainment, advertising and promotional materials.

AllianceBernstein

2025 Annual Report 49

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.

Promotion and servicing expenses decreased $17.1 million, or 1.9%, in 2023.

The decrease was due to lower distribution-related payments of $19.2 million, lower trade execution and clearance expenses of $9.0 million and lower transfer fees of $3.0 million, offset by higher travel and entertainment expenses of $8.5 million, higher marketing and communication expenses of $3.5 million and higher amortization of deferred sales commissions of $2.1 million.

General and Administrative

1 unchanged sentence

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.

General and administrative expenses decreased $60.1 million, or 9.4%, in 2023.

The decrease was primarily due to lower portfolio services fees of $43.7 million, lower professional fees of $18.0 million, lower valuation adjustments related to the classification of Bernstein Research Services as held for sale of $6.0 million and a favorable foreign exchange translation impact of $5.7 million, partially offset by higher office-related expenses of $7.4 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.

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This liability will be paid predominantly in AB Units issued within 10 days of December 31, 2027.

Given the liability is no longer contingent, the liability of approximately $118.8 million is now recorded in accounts payable and accrued expenses on the consolidated statements of financial condition.

We will accrete the present value of the liability of $118.8 million up to $134.0 million through December 31, 2027 and recognize this expense as general and administrative expenses on the consolidated statements of income on a prospective basis.

As of December 31, 2023, the contingent consideration payable associated with the Carval Acquisition was $238.5 million.

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.

There were no changes in our estimates during the year ended December 31, 2022.

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.

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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.

Interest expense increased $36.5 million in 2023, reflecting higher interest rates on borrowings and higher weighted average borrowings.

Average daily borrowings for the EQH facilities and commercial paper were $1.0 billion at a weighted average interest rate of 5.1% during 2023 compared to $845.5 million and 1.7% during 2022.

AllianceBernstein

Amortization of Intangible Assets

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During 2025, we wrote off approximately $4.0 million of intangible assets associated with various historical acquisitions.

2024 Annual Report 49

Amortization of intangible assets increased $20.3 million in 2023.

The increase was primarily due to the acquired intangible assets associated with the CarVal acquisition.

On July 1, 2022, AB acquired CarVal Investors L.P.

("CarVal"), which resulted in recording of $303.0 million of finite-lived intangible assets primarily relating to investment management contracts and investor relationships with useful lives ranging from 5 to 10 years.

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.

AB, a private limited partnership, is not subject to federal or state corporate income taxes.

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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.

Income tax expense decreased $10.6 million, or 26.7%, in 2023 compared to 2022.

This resulted in a lower effective tax rate in 2023 of 3.6% compared to 4.9% in 2022.

The respective increase in 2024 and decrease in 2023 were 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.

The fluctuation for both comparative periods presented was primarily driven by this one time tax benefit in 2023.

Net Income (Loss) of Consolidated Entities Attributable to Non-Controlling Interests

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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.

In 2022 we had $56.4 million of net loss of consolidated entities attributable to non-controlling interests, primarily due to losses on investments held by our consolidated company-sponsored investment funds.

Capital Resources and Liquidity

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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 to fund our long-term deferred compensation plans.

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 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 receivable and segregated U.S.

Treasury Bills activity) of $87.9 million, partially offset by an increase in fees receivable of $140.8 million.

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 primarily was due to an increase in fees receivable of $161.1 million, lower earnings of $159.9 million (after non-cash reconciling items), a decrease in broker-dealer related payables (net of receivable and segregated U.S.

Treasury Bills activity) of $133.3 million and an increase in deferred sales commissions of $59.8 million, partially offset by net activity of our consolidated company-sponsored investment funds of $166.0 million and an increase in accrued compensation of $127.4 million.

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.

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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.

During 2023, net cash used in investing activities was $33.6 million, compared to $22.0 million during 2022.

The change is due to the acquisition of CarVal, net cash acquired of $40.3 million in 2022, partially offset by lower purchases of furniture, equipment and leasehold improvements of $28.7 million.

AllianceBernstein

2025 Annual Report 51

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 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.

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 reflects lower cash distributions to Unitholders of $230.6 million, a decrease in the net purchases of AB Holding Units to fund long-term incentive compensation plans of $66.5 million and the repayment of CarVal debt of $42.7 million, partially offset by higher net purchases of non-controlling interests of consolidated company-sponsored investment funds of $187.1 million and lower net borrowings of debt of $70.7 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.

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Under various circumstances, AB guarantees the obligations of its consolidated subsidiaries.

AB maintains a guarantee in connection with an $800 million committed, unsecured senior revolving credit facility (the " Credit Facility ").

If SCB LLC is unable to meet its obligations, AB will pay the obligations when due or on demand.

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.

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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-dealer.

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.

Effective April 1, 2024 AB and SocGen completed their previously announced transaction to form the JVs.

At the time of closing, Bernstein Institutional Services LLC (“BIS”), the U.S.

broker-dealer subsidiary of the NA JV, entered into a credit facility agreement 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.

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.

In addition, in connection with the close of the transaction, AB will indemnify SG Canada for certain obligations and liabilities in relation to SCB Canada until such time as SocGen exceeds 50% ownership of NA JV (the “ Canadian Regulatory Guarantee ”).

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 has agreed to indemnify SG Canada for 66.7% of any amounts paid by SG Canada under the Canadian Regulatory Guarantee.

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.

AllianceBernstein

We have not been required to perform under any of the above agreements and currently have no outstanding liability in connection with these agreements.

2024 Annual Report 51

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

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Accrued compensation and benefits as of December 31, 2025 totaled $349.3 million.

This amount excludes our accrued pension obligation.

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.

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We expect to make contributions to our qualified profit sharing plan of approximately $19.0 million in each of the next four years.

Effective May 22, 2024, the Compensation Committee of the AB Board of Directors approved the termination of the retirement plan.

Net assets available under the Plan will be distributed to the selected insurer and participants through the first quarter of 2025.

We expect to make a contribution of approximately $5.3 million in 2025 to fully fund the retirement plan, purchase the group annuity contract and settle the remaining termination costs associated with the retirement plan.

The 2017 Tax Act (enacted in the U.S.

on December 22, 2017) imposed a federal transition tax on mandatory deemed repatriation of certain deferred foreign earnings.

Management elected to pay the transition tax in installments over an eight- year period from 2018 to 2025.

The federal transition tax obligation as of December 31, 2024 totaled $4.7 million and is recorded to income tax payable on our consolidated statement of financial condition.

See Note 21 to our consolidated financial statements in Item 8 for further discussion of our taxes.

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.

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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.

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(“ Bernstein ”) acquisition in 2000 and $291.9 million in regard to various smaller acquisitions.

As a result of the BRS deconsolidation, approximately $159.8 million of goodwill has been contributed to the JVs.

2025 Annual Report 53

We have determined that AB has only one reporting segment and reporting unit.

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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

AllianceBernstein

impaired, but none of these events or circumstances by itself would indicate that it is more likely than not that goodwill is impaired.

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.

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Our market approach analysis also includes comparable industry earnings multiples applied to our earnings forecast and assumes a control premium (when applicable).

Contingent Payment Arrangements

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.

For contingent liabilities, we typically use a valuation 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.

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, the discount rate selected to measure the risks inherent in the future cash flows.

Investments in Unconsolidated Joint Ventures

Effective April 1, 2024 we deconsolidated our Bernstein Research Services business (" BRS ") and contributed the BRS business to two unconsolidated joint ventures (the " JVs ").

We recognize our initial investment in our JVs at fair value.

The determination of fair values of assets and liabilities of the JVs requires us to make certain 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 JVs 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 retained the ability to exercise significant influence over the operating and financial policies of the JVs but did 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, 2024 our investment in the JVs was $286.7 million

Our investments in our JVs 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 JVs 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 using a dividend discount model which is subjective and considers assumptions regarding future performance, as discussed above, that could differ materially from actual results in future periods.

As of December 31, 2024 there was no triggering event identified requiring an impairment analysis of our investment in our unconsolidated JVs.

2024 Annual Report 53

Loss Contingencies

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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.

AllianceBernstein

• The outcome of litigation:

Litigation is inherently unpredictable, and excessive damage awards do occur.

Though we have stated 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 to help fund anticipated obligations under our incentive compensation award program:

The number of AB Holding Units AB may decide to buy in future periods, if any, to help fund 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:

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.

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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.

AllianceBernstein

• 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.

2025 Annual Report 55

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis