What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-14 · 487 added, 504 removed, 1708 unchanged (37% of the section changed)

28 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

2024 Annual Report 57

AllianceBernstein

Critical Audit Matters

1 unchanged sentence

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Measurement of Equity Method Investment in AB - Valuation of the Initial Investment in the Unconsolidated JVs

As described in Note 2 to the financial statements, management records the Company’s investment in AllianceBernstein L.P.

(AB) using the equity method of accounting.

The Company’s investment is increased to reflect its proportionate share of income of AB and decreased to reflect its proportionate share of losses of AB and cash distributions made by AB.

As disclosed by management, AB and Societe Generale completed the 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 maintains an equity investment in each of the JVs and recorded an initial investment in the JVs at fair value as of April 1, 2024 of $283.9 million.

The valuation methodology used for the initial investment in the joint ventures is known as a dividend discount model whereby a forecast of net income attributable to each of the JVs was discounted using an estimated cost of capital to determine the present value of expected future dividends.

The joint venture dividend discount model includes significant assumptions such as expected future distributable earnings, discount rate and a long term growth rate.

The principal considerations for our determination that performing procedures relating to the measurement of equity method investment in AB - valuation of the initial investment in the unconsolidated JVs is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the initial investment in the unconsolidated JVs;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to expected future distributable earnings, discount rate and a long term growth rate;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Measurement of Equity in Net Income Attributable to AB Unitholders – Performance-Based Fee s

As described in Notes 1 and 2 to the financial statements, the Company’s principal source of income and cash flow is attributable to its investment in AllianceBernstein L.P.

(“AB”) limited partnership interests.

The equity in net income attributable to AB unitholders was $332.8 million for the year ended December 31, 2025, of which a portion relates to performance-based fees which are earned based on the value of the investors’ assets under management (“AUM”).

The Company records its investment in AB using the equity method of accounting.

The Company’s investment is increased to reflect its proportionate share of income of AB and decreased to reflect its proportionate share of losses of AB and cash distributions made by AB to its unitholders.

In addition, the Company’s investment is adjusted to reflect its proportionate share of certain capital transactions of AB.

As disclosed by management, the transaction price for the asset management performance obligation for certain investment advisory contracts, including those associated with hedge funds and other alternative investments, provide for a performance-based fee (including carried interest), in addition to a base advisory fee, which is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time.

The performance-based fees are forms of variable consideration and are therefore excluded from the transaction price until it becomes probable that there will not be significant reversal of the cumulative revenue recognized.

Constraining factors impacting the amount of variable consideration included in the transaction price include the contractual claw-back provisions to which the variable consideration is subject, the length of time to which the uncertainty of the consideration is subject, the number and range of possible consideration amounts, the probability of significant fluctuations in the AUM market value and the level at which the AUM value exceeds the contractual threshold required to earn such a fee (collectively the “constraining factors”).

Management calculates AUM using established market-based valuation methods and fair valuation (non-observable market) methods.

Fair valuation methods, which include discounted cash flow models and other methods, are used only where AUM cannot be valued using market-based valuation methods, such as in the case of private equity or illiquid securities.

The principal considerations for our determination that performing procedures relating to measurement of equity in net income attributable to AB unitholders – performance-based fees is a critical audit matter are (i) a high degree of auditor effort in performing procedures and evaluating audit evidence related to these fees, including evaluating audit evidence related to (a) the assessment of the applicable constraining factors impacting the amount of variable consideration and (b) the calculation of AUM where fair valuation methods are used;

and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included testing the effectiveness of controls relating to the dividend discount model, including controls over the valuation of the initial investment in the unconsolidated JVs.

These procedures also included, among others (i) reading the joint venture agreement;

(ii) testing management’s process for developing the fair value estimate of the initial investment in the unconsolidated JVs;

(iii) evaluating the appropriateness of the dividend discount model;

(iv) testing the completeness and accuracy of underlying data used in the dividend discount model;

and (v) evaluating the reasonableness of the significant assumptions used by management related to expected future distributable earnings, discount rate and a long term growth rate.

Evaluating management’s assumptions related to expected future distributable earnings involved considering (i) the historical performance of the contributed businesses;

(ii) the consistency with external market and industry data;

and (iii) the consistency with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the dividend discount model and the reasonableness of the assumptions related to the discount rate and long term growth rate.

These procedures included testing the effectiveness of controls relating to equity in net income attributable to AB unitholders, including controls relating to management’s revenue recognition process for performance-based fees, including controls over the assessment of the applicable constraining factors impacting the amount of variable consideration and the calculation of AUM where fair valuation methods are used.

These procedures also included, among others, (i) testing management’s process for determining performance-based fees;

(ii) evaluating the appropriateness of the fair valuation methods used to calculate AUM;

(iii) testing the completeness and accuracy of certain data provided by management;

(iv) testing the calculation of AUM by (a) developing an independent range of prices by obtaining third party prices for a sample of securities where fair valuation methods were used and (b) comparing the independent range of prices to management’s calculation;

and (v) for a sample of investment advisory contracts, evaluating the reasonableness of the applicable constraining factors related to (a) contractual claw-back provisions to which variable consideration is subject, (b) the length of time to which the uncertainty of the consideration is subject, (c) the number and range of possible consideration amounts, (d) the probability of significant fluctuations in the AUM market value, and (e) the level at which the AUM value exceeded the contractual threshold required to earn such fees.

Professionals with specialized skill and knowledge were used to assist in testing the calculation of the AUM by (i) developing an independent range of prices using independently developed inputs for a sample of securities where fair valuation methods were used and (ii) comparing the independent range of prices to management’s calculation.

/s/PricewaterhouseCoopers LLP

2 unchanged sentences

We have served as the Company’s auditor since 2006.

AllianceBernstein

2025 Annual Report 59

AllianceBernstein Holding L.P.

20 unchanged sentences

See Accompanying Notes to Financial Statements.

2024 Annual Report 59

AllianceBernstein

AllianceBernstein Holding L.P.

7 unchanged sentences

Net income per Unit $ 2.97 $ 3.71 $ 2.34

Basic $ 3.71 $ 2.34 $ 2.69

Diluted $ 3.71 $ 2.34 $ 2.69

See Accompanying Notes to Financial Statements.

AllianceBernstein

2025 Annual Report 61

AllianceBernstein Holding L.P.

4 unchanged sentences

Net income $ 299,836 $ 423,374 $ 264,184

Other comprehensive income (loss):

Other comprehensive income:

Foreign currency translation adjustments, before reclassification and tax 14,575 ( 6,571 ) 5,678

( 6,571 ) 5,678 ( 19,805 )

reclassification adjustment for (losses) included in net income upon liquidation — ( 4,039 ) —

Foreign currency translation adjustments, before tax 14,575 ( 2,532 ) 5,678

( 2,532 ) 5,678 ( 19,805 )

Income tax benefit (expense) 272 158 ( 252 )

2 unchanged sentences

Amortization of prior service cost 229 23 9

Recognized actuarial gain 1,089 3,560 1,293

Recognized actuarial (loss) gain ( 51 ) 1,089 3,560

reclassification adjustment for (losses) included in net income upon retirement plan liquidation ( 8,578 ) ( 1,918 ) —

2 unchanged sentences

Employee benefit related items, net of tax 8,713 2,994 3,538

Other comprehensive income (loss) 620 8,964 ( 18,303 )

Other comprehensive income 23,560 620 8,964

Comprehensive income $ 323,396 $ 423,994 $ 273,148

See Accompanying Notes to Financial Statements.

2024 Annual Report 61

AllianceBernstein

AllianceBernstein Holding L.P.

14 unchanged sentences

(Retirement) of AB Holding Units for EQH Exchange Agreement — ( 185,101 ) —

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

Issuance of AB Holding Units to fund long-term incentive compensation plan awards 132,079 115,640 104,167

Issuance of AB Holding Units to fund CarVal acquisition — — 589,169

Exercise of compensatory options to buy AB Holding Units — — 178

Balance, end of year 1,277,569 2,095,248 2,147,147

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

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

Balance, beginning of year ( 23,363 ) ( 30,185 ) ( 37,551 )

Change in AB Holding Units held by AB to fund long-term incentive compensation plans 6,822 7,366 5,758

Change in AB Holding Units held by AB for long-term incentive compensation plans 681 6,822 7,366

Balance, end of year ( 22,682 ) ( 23,363 ) ( 30,185 )

6 unchanged sentences

See Accompanying Notes to Financial Statements.

AllianceBernstein

2025 Annual Report 63

AllianceBernstein Holding L.P.

9 unchanged sentences

Changes in assets and liabilities:

Increase (decrease) in other liabilities 1,475 ( 328 ) ( 517 )

(Decrease) increase in other liabilities ( 1,106 ) 1,475 ( 328 )

Net cash provided by operating activities 352,372 340,481 293,975

Cash flows from investing activities:

Acquisition of business, net cash acquired — — 40,777

Contribution of CarVal to AB — — ( 40,777 )

Capital contribution to AB — — ( 1,590 )

Investments in AB with proceeds from exercise of compensatory options to buy AB Holding Units — — ( 178 )

Net cash used in investing activities — — ( 1,768 )

Cash flows from financing activities:

1 unchanged sentence

Capital contributions from AB 83 770 2,164

Proceeds from exercise of compensatory options to buy AB Holding Units — — 178

Net cash used in financing activities ( 352,372 ) ( 340,481 ) ( 293,975 )

4 unchanged sentences

Non-cash investing activities:

Fair value of assets acquired (less cash acquired of zero , zero and $ 40.8 in 2024, 2023 and 2022, respectively)

$ — $ — $ 1,087,218

Fair value of liabilities assumed — — 296,750

Fair value of non-redeemable non-controlling interest assumed — — 13,191

Fair value of assets contributed to AB (less cash acquired of zero , zero and $ 40.8 in 2024, 2023 and 2022, respectively)

— — ( 1,087,218 )

Fair value of liabilities contributed to AB — — ( 296,750 )

Fair value of non-redeemable non-controlling interest contributed to AB — — ( 13,191 )

Issuance of AB Holding Units to fund long-term incentive compensation plan awards 115,640 104,167 76,230

Issuance of AB Holding Units for long-term incentive compensation plan awards 132,079 115,640 104,167

Retirement of AB Holding Units ( 76,997 ) ( 64,487 ) ( 85,300 )

2024 Annual Report 63

Years Ended December 31

2024 2023 2022

(in thousands)

Non-cash financing activities:

Payables recorded under contingent payment arrangements $ — $ — $ 228,885

Equity consideration issued in connection with acquisition — — 589,169

Payables contributed to and assumed by AB under contingent payment arrangements — — ( 228,885 )

Equity consideration received from AB in connection with acquisition — — ( 589,169 )

Retirement of AB Holding Units for EQH Exchange Agreement ( 185,101 ) — —

Retirement of AB Holding Units in connection with the EQH Exchange and Amended Exchange Agreement $ ( 820,188 ) $ ( 185,101 ) $ —

See Accompanying Notes to Financial Statements.

10 unchanged sentences

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

AB provides diversified investment management, research and related services globally to a broad range of clients.

AB provides diversified investment management and related services globally to a broad range of clients.

Its principal services include:

5 unchanged sentences

AB’s high-quality, in-depth research is the foundation of its asset management and private wealth management businesses.

AB’s research disciplines include economic, fundamental equity, fixed income and quantitative research.

AB’s research disciplines include economic, equity, fixed income and quantitative research.

In addition, AB has expertise in multi-asset strategies, wealth management, environmental, social and corporate governance (" ESG "), and alternative investments.

AB provides a broad range of investment services with expertise in:

• Actively managed equity strategies across global and regional universes, as well as capitalization ranges, concentration ranges and investment strategies, including value, growth and core equities;

• Actively managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies;

• Actively managed alternative investments, including fundamental and systematically-driven hedge funds, fund of hedge funds and direct assets (e.g., direct lending, real estate debt and private equity);

• Portfolios with Purpose, including Sustainable, Impact and Responsible+ (Climate-Conscious and ESG leaders) equity, fixed income and multi-asset strategies that address our clients' desire to invest their capital with a dedicated ESG focus, while pursuing strong investment returns;

• Multi-asset services and solutions, including dynamic asset allocation, customized target-date funds and target-risk funds;

• Passively managed equity and fixed income strategies, including index, ESG index and enhanced index strategies.

(1) April 1, 2024 AB and Societe Generale, a leading European bank, completed their transaction to form a jointly owned equity research provider and cash equity trading partner for institutional investors.

AB has deconsolidated the Bernstein Research Services business and contributed the business to the joint venture.

For further discussion, see Note 24 Divestiture to AB's consolidated financial statements.

• Equities, including actively managed strategies across global and regional markets and capitalization ranges, spanning growth, value, core, defensive, thematic, and sustainable approaches, with varying degrees of active risk, concentration, and benchmark sensitivity;

• Fixed Income , including actively managed traditional and unconstrained strategies across taxable and tax-exempt markets, encompassing government, corporate, securitized, emerging market, and municipal securities, with a focus on income generation, risk management, liquidity, and diversification;

• Multi-Asset Solutions , including outcome-oriented and asset-allocation strategies such as target-date, target-risk, income, and total-return portfolios, as well as customized multi-asset solutions designed to meet specific client objectives;

• Hedge Fund Strategies , including fundamental and systematic hedge funds, equity market neutral, event-driven, macro, and fund-of-funds strategies, focused on delivering diversified, idiosyncratic return streams with controlled market exposure;

• Private Alternatives , including private credit, asset-based finance, real assets, real estate debt, and specialty finance strategies, where returns are driven by underwriting discipline, structure, selectivity, and active portfolio management rather than public market beta;

• Systematic Strategies , including alpha-seeking and risk-controlled approaches that apply quantitative research, data-driven signals, and disciplined portfolio construction across equity and fixed income markets, as well as passive index, ESG index, and enhanced index solutions designed to provide efficient market exposure.

2025 Annual Report 65

5 unchanged sentences

Unaffiliated holders 0.7

On July 10, 2025, AB entered into an amended and restated Exchange Agreement (the “ Amended Exchange Agreement ”) with EQH to increase the AB Units that remain available for exchange from 4,788,806 AB Units to 19,682,946 AB Units.

At the time the Amended Exchange Agreement was entered into, AB issued and exchanged 19,682,946 AB Units for an equal number of AB Holding Units held by EQH.

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

Following the exchange, the Amended Exchange Agreement was terminated.

For further discussion, see Note 5 Units Outstanding.

After giving effect to such exchange and related retirements, including both the general partnership and limited partnership interest in AB Holding and AB, EQH has an approximate 68.3 % economic interest in AB as of December 31, 2025.

Summary of Significant Accounting Policies

15 unchanged sentences

Total cash distributions per Unit paid to Unitholders during 2025, 2024 and 2023 were $ 3.47 , $ 2.98 and $ 2.62 , respectively.

AllianceBernstein

Long-term Incentive Compensation Plans

AB maintains several unfunded, non-qualified long-term incentive compensation plans, under which the company grants awards of restricted units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“ AB Holding Units ”) to its employees and members of the Board of Directors, who are not employed by AB or by any of AB’s affiliates (“ Eligible Directors ”).

AB funds its restricted AB Holding Unit awards either by purchasing AB Holding Units on the open market or purchasing newly-issued AB Holding Units from AB Holding, and then keeping these AB Holding Units in a consolidated rabbi trust until delivering them or retiring them.

In accordance with the AB Holding Partnership Agreement, when AB purchases newly-issued AB Holding Units from AB Holding, AB Holding is required to use the proceeds it receives from AB to purchase the equivalent number of newly-issued AB Units, thus increasing its percentage ownership interest in AB.

AB Holding Units are maintained in a consolidated rabbi trust either by purchasing AB Holding Units on the open market or by purchasing newly-issued AB Holding Units from AB Holding until delivering them or retiring them.

In accordance with the Amended and Restated Agreement of Limited Partnership of AB ( "AB Partnership Agreement" ), when AB purchases newly- issued AB Holding Units from AB Holding, AB Holding is required to use the proceeds it receives from AB to purchase the equivalent number of newly-issued AB Units, thus increasing its percentage ownership interest in AB.

AB Holding Units held in the consolidated rabbi trust are corporate assets in the name of the trust and are available to the general creditors of AB.

AllianceBernstein

Repurchases of AB Holding Units for the years ended December 31, 2025 and 2024 consisted of the following:

8 unchanged sentences

(1) Purchased on a trade-date basis.

The difference between open-market purchases and units retained reflects the retention of AB Holding Units from employees to fulfill statutory tax withholding requirements at the time of delivery of long-term incentive compensation awards.

The difference between open-market purchases and total amount of units purchased reflects the retention of AB Holding Units from employees to fulfill statutory tax withholding requirements at the time of delivery of long-term incentive compensation awards.

Each quarter, AB considers whether to implement a plan to repurchase AB Holding Units pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (“ Exchange Act ”).

3 unchanged sentences

Securities and Exchange Commission (“ 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.

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

The plan adopted during the fourth quarter expired at the close of business on December 26, 2025.

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

During 2025, AB granted to employees and Eligible Directors 5.8 million restricted AB Holding Units (including 4.2 million granted in December 2025 under our year-end Incentive Compensation Award Program to employees).

1 unchanged sentence

AB used AB Holding Units repurchased during the periods and newly-issued AB Holding Units to fund these awards.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“ FASB ”) issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This amendment is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and certain information about income taxes paid.

This revised guidance is effective for financial statements issued for fiscal years beginning after December 15, 2024.

The amendments in this update should be applied on a prospective basis for financial statements issued for reporting periods after the effective date of this update.

Retrospective application is permitted.

Management has elected to adopt this standard prospectively, prior periods have not been recast to reflect current period presentation.

The adoption of this standard did not have a material impact on our financial condition or results of operations.

See Note 6 Income Taxes for further discussion.

2025 Annual Report 67

Subsequent Events

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

We have evaluated subsequent events through the date that these financial statements were filed with the SEC.

See Note 24 Divestitures t o AB's consolidated financial statements included in this Form 10-K for additional details related to AB's joint ventures.

Net Income Per Unit

Basic net income per unit is derived by dividing net income by the basic weighted average number of units outstanding for each year.

Diluted net income per unit is derived by adjusting net income for the assumed dilutive effect of compensatory options (“ Net income - diluted ”) and dividing by the diluted weighted average number of units outstanding for each year.

Net income per Unit is derived by dividing net income by the weighted average number of units outstanding for each year.

Diluted net income per Unit is equivalent to net income per Unit, as there are no outstanding instruments that have a dilutive effect.

Years Ended December 31,

1 unchanged sentence

(in thousands, except per unit amounts)

Net income - basic $ 423,374 $ 264,184 $ 274,165

Additional allocation of equity in net income attributable to AB resulting from assumed dilutive effect of compensatory options — — 2

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

Weighted average units outstanding - basic 114,125 112,948 101,763

Dilutive effect of compensatory options — — 1

Weighted average units outstanding - diluted 114,125 112,948 101,764

Basic net income per unit $ 3.71 $ 2.34 $ 2.69

Diluted net income per unit $ 3.71 $ 2.34 $ 2.69

There were no anti-dilutive options excluded from diluted net income in the years ended December 31, 2024, 2023 or 2022.

2024 Annual Report 67

Net income $ 299,836 $ 423,374 $ 264,184

Weighted average units outstanding 101,069 114,125 112,948

Net income per Unit $ 2.97 $ 3.71 $ 2.34

Investment in AB

7 unchanged sentences

AB Holding Units (retired) ( 76,997 ) ( 64,487 )

AB Holding Units retired for EQH Exchange Agreement ( 185,101 ) —

(Retirement) of AB Holding Units for EQH Exchange Agreement — ( 185,101 )

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

AB Holding Units issued to fund long-term incentive compensation plans 132,079 115,640

8 unchanged sentences

Outstanding as of December 31, 92,284,367 110,530,329

AllianceBernstein

On December 19, 2024, the company entered into a master exchange agreement with EQH providing for the issuance by AB of up to 10,000,000 units representing assignments of beneficial ownership of limited partnership interests in AB (“ AB Units ”) to EQH in exchange for an equal number of AB Holding Units owned by EQH, with such exchanges to occur over the next two years.

2 unchanged sentences

See Exhibit 10.32 to this Form 10K for further details.

(1) Includes 5,211,194 Units retired in connection with a master exchange agreement entered into with EQH on December 19, 2024.

At the time the Amended Exchange Agreement was entered into, AB issued and exchanged 19,682,946 AB Units for an equal number of AB Holding Units held by EQH.

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

Following the exchange, the Amended Exchange Agreement was terminated.

See Exhibit 10.34 to this Form 10-K for further details.

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

AB Holding Unit retirements in 2024 includes 5,211,194 Units retired in connection with a master exchange agreement entered into with EQH on December 19, 2024.

See Exhibit 10.32 and 10.34 to this Form 10-K for further details.

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

However, AB Holding is subject to the 4.0 % New York City Unincorporated Business Tax (“ UBT ”), net of credits for UBT paid by AB, and to a 3.5 % federal tax on partnership gross income from the active conduct of a trade or business.

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

The principal reasons for the difference between AB Holding’s effective tax rates and the UBT statutory tax rate of 4.0 % are as follows:

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

The table below provides the updated requirements of the Improvements to Income Tax Disclosures effective January 1, 2025.

See Note 2 Summary of Significant Accounting Policies —Recent Accounting Pronouncements for additional details on the adoption of the Improvements to Income Tax Disclosures.

The Improvements to Income Tax Disclosures require reconciliation to the applicable statutory federal (national) income tax rate of the jurisdiction of domicile.

Beginning 2025, the Company updated the rate reconciliation to start with a zero percent federal income tax rate.

The rate reconciliation discloses material reconciling items and foreign jurisdictions based on significant transactions, events, or jurisdictions separately disclosed elsewhere in the financial statements.

The principal reasons for the difference between our effective tax rates and the statutory federal income tax rate are as follows:

Year Ended December 31,

(in thousands)

Federal Statutory Tax Rate $ — — %

State and local income tax 1 — —

Other adjustments

Partnership gross income tax (federal and state) 32,920 9.9 %

Income tax expense and effective tax rate $ 32,920 9.9 %

For the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the principal reasons for the difference between our effective tax rates and the UBT statutory tax rate of 4.0 % are as follows:

Years Ended December 31,

2024 2023 2022

(in thousands)

4 unchanged sentences

Income tax expense and effective tax rate $ 38,575 8.4 % $ 35,597 11.9 %

AllianceBernstein

(1) State taxes consist of New York City UBT fully offset by credits for UBT paid by AB.

2025 Annual Report 69

AB Holding’s federal income tax is computed by multiplying certain AB qualifying revenues by AB Holding’s ownership interest in AB, multiplied by the 3.5 % tax rate.

Certain AB qualifying revenues are primarily U.S.

investment advisory fees, research payments and brokerage commissions.

investment advisory fees.

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

22 unchanged sentences

federal, state, local or foreign examinations by tax authorities for years before 2021.

Upon adoption of the amendments under Improvements to Income Tax Disclosures applied for the year ended December 31, 2025, cash paid (net of refunds received) for income taxes consisted of the following:

Years Ended December 31,

2025 2024 2023

(in thousands)

Federal tax on partnership gross business income $ 33,038 $ — $ —

State & local 988 — —

Total cash paid for income taxes (net of refunds) 34,026 — —

Total cash paid for income taxes (prior to ASU 2023-09) $ — $ 37,102 $ 35,928

AllianceBernstein

Commitments and Contingencies

14 unchanged sentences

We have audited the accompanying consolidated statements of financial condition of AllianceBernstein L.P.

and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of changes in partners' capital and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the index appearing under Item 15 (collectively referred to as the "consolidated financial statements").

and its subsidiaries (the “Company”) as of December 31, 2025, and 2024, and the related consolidated statements of income, of comprehensive income, of changes in partners’ capital and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the index appearing under Item 15 (a) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

25 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of the Initial Investment in the Unconsolidated JVs

As described in Notes 2 and 24 to the consolidated financial statements, the Company and Societe Generale completed the 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").

The Company maintains an equity method investment in each of the JVs and recorded an initial investment in the JVs at fair value as of April 1, 2024 of $283.9 million.

The joint venture dividend discount model includes significant assumptions such as expected future distributable earnings, discount rate and a long term growth rate.

The principal considerations for our determination that performing procedures relating to the valuation of the initial investment in the unconsolidated JVs is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the initial investment in the unconsolidated JVs;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Performance-Based Fees

As described in Notes 2 and 3 to the consolidated financial statements, the Company’s performance-based fees earned were $185.3 million for the year ended December 31, 2025, and are earned based on the value of the investors’ assets under management (“AUM”).

The transaction price for the asset management performance obligation for certain investment advisory contracts, including those associated with hedge funds and other alternative investments, provide for a performance-based fee (including carried interest), in addition to a base advisory fee, which is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time.

Management calculates AUM using established market-based valuation methods and fair valuation (non-observable market) methods.

The principal considerations for our determination that performing procedures relating to performance-based fees is a critical audit matter are (i) a high degree of auditor effort in performing procedures and evaluating audit evidence related to these fees, including evaluating audit evidence related to (a) the assessment of the applicable constraining factors impacting the amount of variable consideration and (b) the calculation of AUM where fair valuation methods are used;

and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.