What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-12 compared with 2025-02-14 · 537 added, 523 removed, 1261 unchanged (46% of the section changed)

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Both AB and AB Holding reported all information required to be disclosed on Form 8-K during the fourth quarter of 2025.

Pursuant to Item 408(a) of Regulation S-K, there were no directors or officers that had adopted or terminated a 10b5-1 plan or other trading arrangement during the fourth quarter of 2024.

On November 12, 2025 , Mr.

Seth Bernstein , Chief Executive Officer of AB adopted a Rule 10b5-1 trading arrangement, as defined in Regulation S-K, (the " Plan "), Item 408.

The Rule 10b5-1 trading arrangement has a plan effective date of November 12, 2025 and plan end date October 27, 2026 and provides for the sale of up to 26,840 AB Holding Units pursuant to the terms of the plan.

No other directors or officers adopted or terminated a 10b5-1 trading arrangement or non-10b5-1 trading arrangement during the fourth quarter of 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Board of Directors

Our Board consists of 10 directors, including six independent directors (including our Chair of the Board), our President and CEO, and three senior executives of EQH.

While we do not have a formal, written diversity policy in place, we believe that an effective board consists of a diverse group of individuals who collectively possess a variety of complementary skills, personal experiences and perspectives and who will work together to provide a board with the needed leadership and experience to successfully guide our company.

Our Board consists of 10 directors, including six independent directors (including our Chair of the Board), our CEO, and three senior executives of EQH.

We believe that an effective board consists of a diverse group of individuals who collectively possess a variety of complementary skills, personal experiences and perspectives and who will work together to provide a board with the needed leadership and experience to successfully guide our company.

As set forth in its charter, the Corporate Governance Committee of the Board (the “Governance Committee” ) assists the Board in identifying and evaluating such candidates, determining Board composition, developing and monitoring a process to assess Board effectiveness, developing and implementing corporate governance guidelines, and reviewing programs relating to matters of corporate responsibility.

As we indicate below , our directors have a combined wealth of leadership experience derived from extensive service leading large, complex organizations in their roles as either senior executives or board members, as well as in government and academia.

Further, the Governance Committee considers any diversifying factors they deem appropriate, including, among other things, diversity in professional and personal experience, skills and background.

Our directors have a combined wealth of leadership experience derived from extensive service leading large, complex organizations in their roles as either senior executives or board members, as well as in government and academia.

Each of our directors has the integrity, business judgment, collegiality and commitment that are among the essential characteristics for a member of our Board.

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Todd Walthall M M

Board Diversity Matrix

Female Male Non-Binary Did Not Disclose Gender

Gender Diversity

Directors 1 9 — —

Racial/Ethnic/Nationality/Other Forms of Diversity

African American/Black — 2 — —

Alaskan Native/Native American — — — —

Asian/South Asian — 1 — —

Hispanic/Latinx — — — —

Native Hawaiian/Pacific Islander — — — —

White/Caucasian 1 6 — —

LGBTQ+ — 1 — —

Directors Born Outside of the US — 3 — —

Did Not Disclose Demographics — — — —

AllianceBernstein

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Seth Bernstein

President and Chief Executive Officer, AllianceBernstein

Chief Executive Officer, AllianceBernstein

Director Since:

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Director Since:

Chief Operating Officer, Equitable Holdings

Director Since:

Director, CME Group (NASDAQ:

9 unchanged sentences

Director Since:

Chief Financial Officer, Equitable Holdings

Director Since:

Charles Stonehill

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Todd Walthall

Chief Growth Officer, Optum Health, UnitedHealth Group

Former Chief Growth Officer, Optum Health, UnitedHealth Group

Director Since:

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and she joined the board of Africa Specialty Risk in April 2023.

Notably, in 2025, Ambac Financial Group changed its name to Octave Specialty Group, Inc.

• Previously, Ms.

7 unchanged sentences

Director Since:

Bernstein was appointed President and Chief Executive Officer in April 2017 and began serving in this role on May 1, 2017.

Bernstein, our Chief Executive Officer, served as President and Chief Executive Officer from May 1, 2017 through January 5, 2026.

• He has served as Senior Executive Vice President and Head of Investment Management and Research of EQH since April 2018 and is a member of the Management Committee of EQH.

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Director Since:

Hurd was appointed a director of AB in April 2019.

• He has served as Chief Operating Officer of EQH, and as a member of the EQH Management Committee, since 2018.

• In this role, Mr.

Hurd has strategic oversight for EQH’s Human Resources, Information Technology, Insurance Operations and Communications departments.

• He also is responsible for other key functional areas, including procurement and corporate real estate.

Hurd also has served as Chief Operating Officer of Equitable Financial since 2018.

• Prior to joining Equitable, Mr.

Hurd served as Executive Vice President and Chief Operating Officer at American International Group, Inc.

(“ AIG ”), where he amassed deep financial services industry experience during his 20-year tenure.

While at AIG, Mr.

Hurd served as Chief Human Resources Officer, Chief Administrative Officer, Deputy General Counsel and Head of Asset Management Restructuring.

Hurd joined the board of the Thurgood Marshall College Fund in May 2023.

Director Qualifications

Hurd brings to the Board his extensive experience in financial services and strategic insights as a senior executive at EQH and, formerly, at AIG.

Director Since:

2024 Annual Report 127

Kaye was appointed a director of AB in April 2017.

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He held this post after retiring in 2012 from his career at Ernst & Young LLP (“ E&Y ”).

• He served for 35 years at E&Y, including 25 years as an audit partner.

• He served for 35 years at E&Y, including 25 years as an audit partner primarily serving the financial services sector.

• During his tenure at E&Y, Mr.

Kaye served as the New England Area Managing Partner and the Midwest Area Managing Partner of Assurance.

Kaye is a Certified Public Accountant and a National Association of Corporate Directors Board Leadership Fellow.

• Certified Public Accountant and a National Association of Corporate Directors Board Leadership Fellow.

Director Qualifications

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Director Since:

2025 Annual Report 129

Lane was appointed a director of AB in April 2019.

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Director Since:

AllianceBernstein

Narayandas was appointed a director of AB in November 2017.

• He is the Edsel Bryant Ford Professor of Business Administration at Harvard Business School (“ HBS ”), where he has been a faculty member since 1994.

Narayandas also currently serves as the Senior Associate Dean and Chairman of Harvard Business School Publishing, and as the Senior Associate Dean of HBS External Relations.

• He previously served as the senior associate dean of HBS Executive Education, and as chair of the HBS Executive Education Advanced Management Program and the Program for Leadership Development, as well as course head of the required first-year marketing course in the MBA program.

Narayandas has previously served as the senior associate dean of HBS Executive Education, the Senior Associate Dean and Chairman of Harvard Business School Publishing, and as the Senior Associate Dean of HBS External Relations.

He has also served as faculty chair of the HBS Executive Education Advanced Management Program and the Program for Leadership Development, as well as course head of the required first-year marketing course in the MBA program.

Narayandas has received the award for teaching excellence from the graduating HBS MBA class on several occasions.

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Williams Award for Excellence in Teaching and the Apgar Award for Innovation in Teaching.

Narayandas has served as a member of the Board of Neurolens, a specialty eyewear company, since January 2021.

He also has served as a member of the Harvard University Press since June, 2023.

Narayandas has served as a Board member of the Harvard University Press since June 2023.

• His scholarship has focused on market-facing issues in traditional business-to-business marketing and professional service firms, including client management strategies, delivering service excellence, product-line management and channel design.

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Director Since:

AllianceBernstein

Pearson was appointed a director of AB in February 2011.

• He has served as President and Chief Executive Officer of EQH since May 2018.

Pearson also serves as a member of EQH’s Management Committee.

• He has served as a Director, President, and Chief Executive Officer of EQH since May 2018.

Pearson also serves as a member of EQH’s Executive Committee and Preferred Stock Pricing Committee.

• Additionally, Mr.

Pearson serves as CEO of Equitable Financial and Equitable America, and he has been a director of both companies since 2011.

Pearson’s leadership, the organization is dedicated to helping clients retire with dignity, protect their families, and prepare for their financial future with confidence.

Pearson served from 2008 to 2011 as the President and CEO of AXA Japan.

Pearson joined AXA S.A.

in 1995 when it acquired National Mutual Funds Management Limited (presently AXA Asia Pacific Holdings Limited) and was appointed Regional Chief Executive of AXA Asia Life in 2001.

• From 2008 to 2011, Mr.

Pearson was President and Chief Executive Officer of AXA Japan Holding Co., Ltd.

(“ AXA Japan ”).

• Prior to joining AXA S.A., Mr.

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Director Qualifications

Pearson brings to the Board the diverse financial services experience he has developed through his service as an executive, including as Chief Executive Officer, with EQH, AXA Japan and other affiliates of AXA S.A.

Pearson brings to the Board diverse financial services experience developed through his service as an executive, including as a Chief Executive Officer, to Equitable and various AXA affiliates.

Executive, Governance, Compensation

Director Since:

Raju was appointed a director of AB in May 2025.

Raju is Chief Financial Officer for Equitable Holdings, and a member of the company’s Management Committee.

Raju is responsible for Treasury, Investment Management (General Account and Separate Accounts), Investor Relations, Corporate Development and M&A, Actuarial, Accounting, Tax, Financial Planning and Analysis, Expense Management and Distribution Finance areas.

Raju has held several leadership roles during his time at Equitable, including Head of Individual Retirement, Treasurer of Equitable Holdings and Business Chief Financial Officer for Equitable’s Life, Retirement and Wealth Management businesses.

• Since joining Equitable in 2004, he has held positions in the Office of the CEO, Equitable Funds Management Group and with Equitable Advisors Broker-Dealer.

• He also spent three years at AXA Global Life and Savings at AXA S.A.

headquarters in Paris.

• He worked closely with AXA’s investment management and Life and Savings businesses in Europe and Asia.

Prior to joining the company, Mr.

Raju was a municipal bond broker.

Raju is currently a director of Venerable Holdings, AllianceBernstein and on International Insurance Society’s Executive Council.

• He received a Bachelor of Science in Finance with a Minor in Economics from the University of Scranton.

Director Qualifications

Raju brings a breadth of financial and economic expertise to the AB Board, reflected in his excellent leadership tenure and experiences at Equitable Holdings and professional career.

Director Since:

2025 Annual Report 131

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Stonehill has served as a member of the supervisory board of Deutsche Boerse AG, a capital market infrastructure provider, since 2019.

He has served as a Governor of the Harrow School (UK) since 2011, a Director of Strangeworks, Inc.

He has served as a Director of Strangeworks, Inc.

since 2023, and a Board member of Koenigsegg since 2024.

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Walthall was appointed a director of AB in September 2021.

• He is a senior executive with UnitedHealth Group, an American multinational managed healthcare and insurance company, currently serving as Chief Growth Officer at Optum Health;

formerly as Chief Executive for Optum Insight (Payer Market), UnitedHealth Group.

• Previously, he served as Executive Vice President and Chief Operating Officer at Blue Shield of California.

Walthall previously served as a senior executive with UnitedHealth Group, an American multinational managed healthcare and insurance company.

Walthall is the former Chief Growth Officer at Optum Health;

and former Chief Executive for Optum Insight (Payer Market), UnitedHealth Group.

• Prior to UnitedHealth Group, he served as Executive Vice President and Chief Operating Officer at Blue Shield of California.

• He served in senior roles at American Express and USAA.

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Executive Officers (other than Mr.

Jackie Marks, CFO

Marks, age 47, was named Chief Financial Officer in March 2024.

As CFO, she is responsible for leading firm wide strategy, financial operations and discipline.

Prior to AB, Marks served as CFO of Conde Nast, a global media company with more than one billion consumers in 32 markets, where she was responsible for Finance, Legal, Corporate Strategy & Development, Procurement, Global Events & Workplace Services, and Real Estate.

Before joining Conde Nast in early 2021, Marks served as CFO at Mercer and prior to that was the CFO of Enterprise Technology & Operations at Thomson Reuters.

She also served in a variety of financial leadership roles throughout her 15-year tenure there based in New York, London and Zurich, including CFO of Thomson Reuters News & Editorial.

Marks spent her early career in private equity and at Siemens.

Thomas Simeone, CFO

Simeone, age 48, was appointed AB’s Chief Financial Officer in March 2025.

Since joining the company in 2004, he has held a number of roles and responsibilities between the Accounting and Finance teams, including Controller, Chief Accounting Officer and Assistant Controller.

Simeone has been an instrumental and pivotal leader within the Finance team throughout his tenure at the firm, and brings the requisite experience and a comprehensive understanding of AB’s global finance function.

He was one of the first leaders to relocate to our corporate headquarters in Nashville, and he has played a critical role in developing and stabilizing the global Finance team—with offices in Nashville and New York City, and across both the Europe, Middle East and Africa region and the Asia-Pacific region.

Simeone holds a BS in accounting from Ramapo College of New Jersey.

Onur Erzan, President

Erzan, age 50, was appointed President on January 5, 2026.

Erzan has been serving as AB’s Head of Global Client Group and Private Wealth since 2022 and most recently assumed responsibility and oversight of Global Private Alternatives in Fall 2025.

He joined our firm in 2021 as Head of Global Client Group.

In this role, he oversees the Private Wealth Management, Global Private Alternatives and Global Asset Management Distribution businesses, in addition to the firm’s Strategy and Corporate Development functions.

Erzan serves as the Chair of the AB Operating Committee, and is also a member of the Equitable Holdings Management Committee.

Prior to joining AB, Mr.

Erzan spent over 19 years with McKinsey, most recently as a senior partner and co-leader of its Wealth & Asset Management practice.

In addition, Mr.

Erzan co-led McKinsey's Banking & Securities Solutions (a portfolio of data, analytics and digital assets and capabilities) globally.

He has been active in nonprofit organizations for the last several years and has served on the boards of Graham Windham and Turkish Philanthropy Funds.

Karl Sprules, COO

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In his role as COO, Mr.

Sprules oversee's the firm's Global Technology and Operations, Real Estate, Legal & Compliance, Diversity, Equity & Inclusion and Corporate Citizenship, Audit and Risk.

Sprules oversee's the firm's Audit;

Community and Belonging;

Global Technology & Operations;

Legal & Compliance;

He was previously the head of Global Technology & Operations, having assumed the role in 2019.

He joined AB's technology department in 1998 as a senior systems engineer in the firm's London office.

From 2012 to 2020, Mr.

Sprules served as AB's chief technology officer, and since 2018 he has led the relocation of AB's Technology & Operations department to the firm's new Nashville headquarters.

Sprules served as AB's Chief Technology Officer, and in 2018 he led the relocation of AB's Technology & Operations department to the firm's Nashville headquarters.

Sprules became head of Infrastructure Services for Equities, managing Investment Operations, Operational Risk and Technology teams.

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Sprules held research analyst positions in cellular and defense product development.

Onur Erzan, Head of Global Client Group and Private Wealth

Erzan, age 49, joined our firm in 2021 as Head of Global Client Group and was named Head of Private Wealth in July 2022.

In this role, he oversees AB's entire private wealth management business and third-party institutional and retail franchise, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide.

Prior to joining AB, Mr.

Erzan spent over 19 years with McKinsey, most recently as a senior partner and co-leader of its Wealth & Asset Management practice.

In addition, Mr.

Erzan co-led McKinsey's Banking & Securities Solutions (a portfolio of data, analytics and digital assets and capabilities) globally.

He has been active in nonprofit organizations for the last several years and has served on the boards of Graham Windham and Turkish Philanthropy Funds.

Mark Manley, General Counsel and Corporate Secretary

Manley, age 62, joined the firm in 1984 and currently serves as Senior Vice President, General Counsel and Corporate Secretary.

He served as Deputy General Counsel from June 2004 to December 2021 and served as the firm’s Global Head of Compliance from 1988 until November 2023.

He chairs AB’s Code of Ethics Oversight Committee and is a member of AB’s Internal Compliance Controls Committee and nearly all of the firm’s senior operating, risk and compliance committees.

Chris Hogbin, Global Head of Investments

Hogbin, age 51, was appointed Global Head of Investments in January 2024.

In this broad leadership role, he oversees all the firm’s investment activities with responsibility for driving investment success across asset classes, fostering collaboration and sharing best practices across investment teams, as well as leveraging a common infrastructure and evaluating opportunities to invest in capabilities that deliver better outcomes for clients.

Hogbin joined AB’s institutional research business in 2005 as a senior analyst covering the European food retail sector, was named to Institutional Investor’s All-Europe Research Team and was ranked as the #1 analyst in his sector.

He became European director of research for the Sell Side in 2012 and was given additional responsibility for Asian research in 2016.

In 2018, he was appointed COO of Equities for AB.

Hogbin was promoted to co-head of Equities, becoming head of Equities in 2020.

Prior to joining the firm, he worked as a strategy consultant for the Boston Consulting Group.

He is chair of the Caius Foundation and is involved in several nonprofit organizations.

Cathy Spencer, Chief People Officer

Spencer, age 58, is the Chief People Officer for AB, and leads the teams responsible for advancing the employee experience for all of AB's people.

Spencer’s responsibilities include oversight of the following functions, including benefits, compensation, employee relations, culture, learning and engagement, talent acquisition and management, and onsite excellence.

Spencer’s responsibilities extend throughout the firm's global footprint, serving more than 4,000 staff members.

Since 2018 she has overseen the transition of US staff to the firm's new Nashville headquarters as well as the recruiting and onboarding of local hires.

Spencer joined AB in 1997 and has held a variety of roles, from overseeing talent and organizational development to managing employee relations, both globally.

She was promoted to senior vice president in 2008, when she assumed the role of Head of Human Resources, a position she held for 10 years.

2024 Annual Report 131

Manley, age 63, is AB's General Counsel and Corporate Secretary.

He joined the firm in 1984.

Manley is a member of AB's Internal Compliance Controls Committee, Code of Ethics Oversight Committee and nearly all of the firm's senior operating, risk and compliance committees.

Prior to his current role, Mr.

Manley was AB's Chief Compliance Officer from 1988 until 2021.

Throughout his career, Mr.

Manley has served as a trusted advisor to AB’s leadership and his extensive legal knowledge and business acumen continually contribute to the firm’s growth.

A champion of AB’s culture, he has served as an executive sponsor for AB’s employee resource groups program and was among the first of AB’s senior leaders to relocate to Nashville to establish AB’s new corporate headquarters.

Manley holds a BA in criminal justice from St.

John's University and a JD from New York Law School.

He was admitted to the bar in the state of New York in 1990.

Changes in Directors and Executive Officers

The following changes in our directors and executive officers occurred since we filed our Form 10-K for the year ended December 31, 2024:

• Bruce Holley was appointed to the Board and the Audit and Risk Committee on May 15, 2024.

Raju was appointed to the Board on May 22, 2025.

Hurd resigned from the Board on May 22, 2025.

Executive Officers

Marks was appointed as CFO effective March 1, 2024.

Siemers transitioned from Interim CFO to Senior Advisor to AB effective February 29, 2024.

AllianceBernstein

• Effective March 12, 2025, Mr.

Simeone was appointed as CFO.

• Effective March 12, 2025, AB mutually agreed to a separation with Ms.

Jackie Marks from her position as Chief Financial Officer.

• Effective September 30, 2025, Mr.

Hogbin resigned from his position as Global Head of Investments.

• Effective September 29, 2025, we no longer deem Ms.

Spencer, who remains our SVP and Chief People Officer, as an executive officer.

2025 Annual Report 133

Board Meetings

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• Encourages continuous improvement of, and fosters adherence to, the Partnerships’ policies, procedures and practices at all levels.

• Provides an open avenue of communication among the independent registered public accounting firm, senior management, the Internal Audit Department, the Global Head of Compliance, the Chief Risk Officer and the Board.

• Provides an open avenue of communication among the independent registered public accounting firm, senior management, the Internal Audit Department, Chief Compliance Officer, the Chief Risk Officer and the Board.

Audit and Risk Committee

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Meetings in 2025:

2024 Annual Report 133

AllianceBernstein

Responsibilities:

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The charters are available in the " Responsibility - Corporate Governance " section of our Internet Site.

On March 14, 2025 the Board of Directors established a special committee of Independent Directors (the " Special Committee" ) for the sole purpose of considering a recommendation to AB Holding Unitholders in regard to the EQH tender offer which commenced on February 4, 2025.

On March 14, 2025, the Special Committee met and determined it was appropriate not to make a recommendation to AB Holding Unitholders regarding their decision to tender into the offer.

Independence of Certain Directors

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Lamm-Tennant and Messrs.

Kaye, Narayandas, Stonehill, and Walthall is independent.

Holley, Kaye, Narayandas, Stonehill, and Walthall is independent.

The Board determined, at its February 2025 regular meeting, that each of these directors is independent (each an "Independent Director") within the meaning of the relevant rules.

In May 2024, the Governance Committee, after reviewing materials prepared by management, none of which included an identification of any transactions, relationships or arrangements not disclosed pursuant to Item 404(a), recommended by unanimous written consent that the Board determine that Mr.

Holley is independent, and the Board so determined at its May 2024 regular meeting.

Audit Committee Financial Experts;

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Lamm-Tennant and Messrs.

Kaye, Narayandas, Stonehill, and Walthall is financially literate and possesses accounting or related financial management expertise, as contemplated by Section 303A.07(a) of the NYSE Listed Company Manual ("Financially Literate").

Holley, Kaye, Narayandas, Stonehill, and Walthall is financially literate and possesses accounting or related financial management expertise, as contemplated by Section 303A.07(a) of the NYSE Listed Company Manual ("Financially Literate").

The Board so determined at its regular meeting held in February 2025.

In May 2024, the Governance Committee, after reviewing materials prepared by management, recommended that the Board determine that Mr.

Holley is Financially Literate, and the Board so determined at its May 2024 regular meeting.

AllianceBernstein

2025 Annual Report 135

Board Leadership Structure and Role in Risk Oversight

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The Board has determined that its leadership and risk oversight are appropriate for our company.

Bernstein’s in-depth knowledge of financial services and extensive executive experience in the investment management industry make him well- suited to serve as our President and CEO, while Ms.

Bernstein’s in-depth knowledge of financial services and extensive executive experience in the investment management industry make him well-suited to serve as our CEO (1) , while Ms.

Lamm-Tennant’s in-depth industry and academic experience are invaluable at enhancing the overall functioning of the Board.

The Board believes that the combination of a separate Chair and CEO, the Audit Committee, a specialized risk management team and significant involvement from our largest Unitholder (EQH) provide the appropriate leadership to help ensure effective risk oversight.

2024 Annual Report 135

(1) Effective January 5, 2026, Mr.

Erzan was appointed President.

Bernstein continues as Chief Executive Officer.

AllianceBernstein

Code of Ethics and Related Policies

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NYSE Governance Matters

Section 303A.00 of the NYSE Listed Company Manual exempts limited partnerships from compliance with the following sections of the Manual, some of which we comply with voluntarily:

Section 303A.00 of the NYSE Listed Company Manual exempts limited partnerships from compliance with the following sections of the Manual:

Section 303A.01 (board must have a majority of independent directors), 303A.04 (corporate governance committee must have only independent directors as its members and must have a charter that addresses, among other things, the committee’s purpose and responsibilities), and 303A.05 (compensation committee must have only independent directors as its members and must have a charter that addresses, among other things, the committee’s purpose and responsibilities).

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In addition, because the General Partner is a wholly owned subsidiary of EQH, and the General Partner controls AB Holding (and AB), we believe we also would qualify for the “controlled company” exemption.

However, we comply voluntarily with the charter requirements set forth in Sections 303A.04 and 303A.05.

Our Corporate Governance Guidelines (the “ Guidelines” ) promote the effective functioning of the Board and its committees, promote the interests of the Partnerships’ respective Unitholders (with appropriate regard to the Board’s duties to the sole stockholder of the General Partner), and set forth a common set of expectations as to how the Board, its various committees, individual directors and management should perform their functions.

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The charters and memberships of the Executive, Audit, Governance and Compensation Committees may be found in the “Responsibility - Corporate Governance” section of our Internet Site.

AllianceBernstein

2025 Annual Report 137

Fiduciary Culture

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• firm-wide compliance and ethics training programs;

• a Conflicts Officer and a Conflicts Committee, which help to identify and mitigate conflicts of interest.

• a Personal Conflicts Officer, a Corporate Conflicts Officer and a Conflicts Committee, which help to identify and mitigate conflicts of interest.

The Ethics Committee oversees all matters relating to issues arising under our Code of Ethics and meets on a quarterly basis and at such other times as circumstances warrant.

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The Compliance Committee meets on a quarterly basis and at such other times as circumstances warrant.

2024 Annual Report 137

AllianceBernstein

Executive Compensation

5 unchanged sentences

Seth Bernstein

President and Chief Executive Officer (“CEO“)

Chief Executive Officer (“CEO“)

Thomas Simeone

Chief Financial Officer (“CFO“)

Head of Global Client Group and Private Wealth

Global Head of Investments

Chief Operating Officer ("COO")

(1) Bill Siemers resigned from his position as Interim Chief Financial Officer on February 29, 2024, at which point he transitioned into the role of a Senior Advisor to AB.

We have included information concerning Mr.

Siemers in this CD&A and the compensatory tables that follow in accordance with applicable SEC rules and regulations.

General Counsel and Corporate Secretary

(1) Effective March 12, 2025, AB mutually agreed to a separation with Ms.

Jackie Marks from her position as Chief Financial Officer.

We have included information concerning Ms.

Marks in this CD&A and the compensatory tables that follow in accordance with applicable SEC rules and regulations.

(2) Effective January 5, 2026, Mr.

Erzan was appointed President.

Bernstein continues as Chief Executive Officer.

Compensation Philosophy and Goals

11 unchanged sentences

• align our executives’ long-term interests with those of our Unitholders and clients.

AllianceBernstein

2025 Annual Report 139

Deliver Superior Investment Solutions to our Clients:

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We believe that, over time, the ability to produce idiosyncratic returns that cannot be easily replicated will be central to sustaining our competitive advantage.

In 2024, our fixed income performance declined, primarily due to long-term interest rates moving upwards, weighing on our longer duration exposure.

57% of fixed income assets were outperforming for the one-year period ended December 31, 2024, 61% outperforming over the three-year period and 57% outperforming for the five-year period.

In Equities, our performance improved over the one-year and the five-year periods, but it remained relatively challenged due to both stock selection and highly concentrated benchmark returns led by a narrow set of growth-oriented stocks.

Approximately 45% of equity assets were in outperforming services for the one-year period, 35% for the three-year period and 65% for the five- year period ended December 31, 2024.

In 2025, our fixed income performance strengthened across all time periods, with 86% of fixed income assets outperforming for the one‑year and three‑year periods and 67% outperforming for the five‑year period ended December 31, 2025.

Equity performance remained challenged, with 21% of equity assets outperforming for the one‑year period, 37% for the three‑year period and 51% for the five‑year period.

(This performance data reflects the percentage of active fixed income and equity assets in Institutional Services that outperformed their respective benchmarks, gross of fees, and of active fixed income and equity assets in Retail advisor and I share class funds ranked in the top half of their Morningstar category;

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Scaling our proven investment services remains a key focus of our firm.

In 2024, we grew our actively managed platform organically, registering $4.3 billion annual net inflows across our active strategies.

Additionally, we grew organically in two of our three distribution channels, retail and private wealth, while institutions saw net outflows.

By asset class, our active fixed income platform, consisting of our taxable and tax-exempt strategies, grew organically at a 9% annual rate.

Active alternative/multi-asset strategies also grew organically at a 3% annual rate.

Partially offsetting the above- mentioned trends, our actively managed equity strategies posted an attrition rate of nearly 10%, with outflows primarily concentrated within institutions.

Across our passively managed platform, we registered $6.5 billion outflows.

AB’s net firm-wide outflows totaled $2.2 billion in 2024, improving versus $7.0 billion net firm-wide outflows in 2023.

By channel, retail gross sales rose to $99.9 billion in 2024, up from $71.1 billion in 2023.

The retail redemption rate also rose to 30% from 28% in 2023, and full-year inflows were $13.4 billion, driven by strong demand for our taxable and tax-exempt fixed income.

Within our institutional channel, 2024 gross sales of $13.0 billion increased from the prior-year’s $11.8 billion.

Net outflows of $16.5 billion were primarily concentrated within active equities.

Our institutional pipeline was at $10.7 billion AUM at year-end 2024 versus $12.0 billion at year-end 2023.

In private wealth, gross sales of $20.8 billion increased from the prior- year’s $18.6 billion, with the channel generating $0.9 billion net inflows, and remaining positive for four consecutive years.

2024 Annual Report 139

In 2025, we experienced $11.3 billion in total net outflows , compared to $2.2 billion in net outflows in 2024.

Within our actively managed platform, net outflows totaled $9.4 billion, driven by $22.5 billion of net redemptions in actively managed equities.

These outflows were partially offset by $2.5 billion of net inflows in active fixed income and $10.6 billion of net inflows in alternatives/multi‑asset solutions.

Across our passively managed platform, we recorded $1.9 billion of net outflows, reflecting modest outflows in both passive equity and passive fixed income, partially offset by inflows in passive alternatives/multi‑asset solutions.

By channel, institutional net outflows were $4.6 billion in 2025.

Institutional gross sales increased to $26.7 billion, while redemptions and terminations totaled $12.6 billion.

Retail recorded $9.1 billion of net outflows, with gross sales of $90.2 billion and redemptions of $87.5 billion.

Within Private Wealth Management, the channel generated $2.4 billion of net inflows, marking its fifth consecutive year of positive net flows, supported by $23.1 billion of gross sales and $20.7 billion of redemptions.

AllianceBernstein

Our Compensation Practices are Structured to Help the Firm Realize its Growth Strategy

3 unchanged sentences

Expanding our Coverage

We launched our first perpetual, retail-oriented alternative offering with CarVal, the AB CarVal Credit Opportunities Interval Fund, in addition to 5 new active ETFs, bringing the total to 17 active ETFs with $5.5 billion AUM.

We continued to expand the availability of our services through expanding our active ETF platform to 24 products, reaching $14 billion in AUM.

Our SMA platform also reached $62 billion in AUM led by our market-leading Muni capabilities.

Diversifying our Platform

We launched an insurance vertical and continued to grow our private markets capabilities, in partnership with Equitable, reaching $70 billion in AUM.

Our private markets AUM reached $82 billion, up 18% versus prior year.

Enhancing our Margins

We delivered on transformative initiatives such as our Bernstein Research Joint Venture and the relocation of our New York City office, which contributed to our 410 bps margin expansion in 2024.

Our full-year margins reached 33.7% in 2025, up 140 basis points versus prior-year.

Growing Organically

Our actively managed assets grew organically in 2024, registering $4.3 billion in net active annual inflows, led by $24.6 billion in active fixed income inflows, across taxable and tax-exempt.

Our strategically important private wealth platform grew 2% organically in 2025, with net new asset growth reaching 6%.

Fixed Income and Equity Performance

4 unchanged sentences

assumes dividend reinvestment)

Record Retail Sales Active Fixed Income Organic Growth Beneficial Pipeline Mix

AB’s retail channel tops record 2021 sales

Record annual active fixed income inflows Two of three channels grew organically in 2024 Alternatives represented over

$99.9B $24.6B 5% & 1% 88%

in gross sales in 2024, in-line with our record 2021 sales net inflows in taxable and tax-exempt Retail & Private Wealth grew organically 5% & 1% in 2024 of institutional pipeline fee base at year-end

Record Firmwide Sales

Alternatives / MAS

Private Wealth

Institutional Pipeline AUM

in gross sales in 2025

net inflows in alternatives/multi-asset

Private Wealth 2% annualized organic growth and 6% net new asset growth

of institutional pipeline AUM at year-end

(1) We provide additional information regarding our adjusted operating margin in MD&A above in Item 7 .

AllianceBernstein

2025 Annual Report 141

Overview of 2025 Incentive Compensation Program

When reflecting on 2024 performance and pay, each of our NEOs received a portion of his year-end incentive compensation in the form of an annual cash bonus and a portion in the form of long-term incentive compensation awards.

When reflecting on 2025 performance and pay, each of our NEOs received a portion of their year-end incentive compensation in the form of an annual cash bonus and a portion in the form a of long-term incentive compensation award.

The split between annual cash bonus and long-term incentive compensation varied depending on the NEO's total compensation, with lower-paid executives receiving a greater percentage of their incentive compensation as cash bonuses than more highly-paid executives.

8 unchanged sentences

• Organizational, including organizational effectiveness and efficiency, leadership impact, succession planning, developing talent, innovating and automating, and real estate utilization;

• Cultural, including purpose, employee engagement, diversity, retention and safety.

• Cultural, including purpose, employee engagement, retention and safety.

The scorecards support management and the Compensation Committee in assessing each executive's performance relative to business, operational and cultural goals established at the beginning of the year and reviewed in the context of the current-year financial performance of the firm.

The amount of incentive compensation paid to our NEOs continues to be determined on a discretionary basis by the Compensation Committee.

(For additional information, please see "Compensation Committee;

(For additional information, see "Compensation Committee;

Process for Determining Executive Compensation" below in this CD&A .)

8 unchanged sentences

We also adjust for certain acquisition-related pass-through performance-based fees and certain other performance-based fees passed through to our investment professionals.

2024 Annual Report 141

AllianceBernstein

In addition, Mr.

10 unchanged sentences

The Compensation Committee works with management to help ensure both needs are sufficiently addressed.

AllianceBernstein

2025 Annual Report 143

We have described below each NEO’s individual achievements in 2025 given each officer’s role, the contents of their respective performance scorecards and the firm's business and operational goals:

Seth Bernstein

President and Chief Executive Officer

Chief Executive Officer 1

Summary of Achievements:

As President and CEO, Mr.

Bernstein achieved organic growth in two of three distribution channels.

Bernstein’s leadership, revenues increased, and operating margin expanded from 28% to 32%.

Bernstein executed on multiple strategic initiatives, including the close of Bernstein Research Services joint ventures with Societe Generale, the continued strengthening of flows into retail products like Exchange Traded Funds (ETFs) and Separately Managed Accounts (SMAs), the creation of an insurance vertical, the launch of AB’s first onshore fund in China, the expansion of operations in India, and the development of AB’s private alternative platform.

Bernstein enhanced the AB executive leadership team with the appointment of Chris Hogbin as Global Head of Investments and Jackie Marks as Chief Financial Officer, while fostering the development of managers, and cultivating a strong firm culture.

As Chief Executive Officer, Mr.

Bernstein led the firm through challenging fundraising conditions, achieving strong inflows in private wealth and institutional alternatives, with earnings per unit rising 2% year-over-year and fixed income strategies performing solidly despite equity challenges.

The firm expanded its SMA platform to $62 billion AUM and ETF platform to $14 billion AUM, grew insurance-related assets to $195 billion including significant investments in insurance sidecars, and advanced private alternatives toward a $90-100 billion target by 2027.

Organizationally, Mr.

Bernstein implemented a four-day in-office workweek, managed leadership transitions smoothly, promoted key personnel, and notably named Onur Erzan as President of AB, effective January 5, 2026.

Bernstein supported growth initiatives in India and drove engagement across global offices, while fostering a culture of meritocracy.

Individual Achievements

Financial and Investment Performance

• Maintained flows in a difficult fundraising environment;

two of the firm’s three distribution channels grew organically year-over-year.

• 2024 adjusted EPU of $3.25 increased 21% versus 2023 and adjusted operating margin increased 410 bps to 32.3%.

• Despite challenging markets, maintained strong performance in Fixed Income, outperforming applicable peers or benchmarks, while our equities franchise underperformed due to both stock selection as well as strong benchmark returns narrowly led by a small number of mega- cap technology stocks (both measured by the percentage of assets outperforming).

• Closed the Bernstein Research Services joint ventures with Societe Generale and enhanced the longer-term financial flexibility for AB to invest in core businesses of investment and wealth management.

• Capitalized on strategic investments and deepened market share for key products.

Oversaw the growth of the ETF and SMA platforms;

the ETF business expanded to 17 funds and over $5B in AUM, while SMAs generated $6B in net flows.

Gained share and built track record in Europe via newly acquired Global & European Growth Equities Team which has reached over $713M in AUM.

• Created an insurance vertical to capitalize on momentum and grow AB’s brand in the insurance space.

Hired Geoff Cornell as AB’s first Chief Investment Officer of Insurance.

Oversaw the $100M commitment to Reinsurance Group of America’s (RGA) sidecar, Ruby Re, gaining access to investment management agreements with RGA for $1B of private market AUM.

• After receiving Fund Management Company license in December of 2023, launched AB’s first onshore fund in China.

Appointed Dengpan Luo as Chief Executive Officer and laid plans to hire a Chief Investment Officer of FMC to drive growth and flows in 2025.

• Committed to the growth of the Private Alternatives platform.

Raised over $8B in gross sales and made progress in retail distribution through the launch of the Credit Opportunities Fund and AB Lend.

Navigated AB CarVal business through challenging markets and the finalization of the contingent earnout.

Laid groundwork for further integration of AB CarVal and broader private alternatives platform.

Organizational

• Led a successful transition of New York midtown office to state-of-the-art building in Hudson Yards.

• Bolstered the strength of the executive leadership team through the appointment of Chris Hogbin as Global Head of Investments and onboarding of Jackie Marks as Chief Financial Officer.

• Invested in Pune office, expanded headcount to include over 500 roles across corporate, client group, and investment functions.

Established local leadership and cultivated a strong culture with high engagement.

• Navigated ESG headwinds and advanced firmwide sustainability goals.

Strengthened controls and oversight to minimize risk and advanced corporate sustainability.

• Improved firmwide voluntary attrition and retention among our top performers.

• Maintained strong engagement metrics in AB’s employee survey.

Invested in competence initiatives to boost strength of AB managers.

2024 Compensation

2024 Annual Report 143

Chief Financial Officer effective March 1, 2024*

Summary of Achievements:

As Chief Financial Officer (CFO), Ms.

Marks oversaw the delivery of complete, accurate and timely financial results both internally and externally (in Forms 10-K and 10-Q and Earnings Releases) and ensured continuity and continuous improvement of a strong Finance function.

Marks oversaw the prioritization of the firm’s strategic initiatives and Corporate Development activities.

Individual Achievements

• Oversaw the achievement of improved margin growth from 28.2% to 32.3%.

• Delivered on a short-term cost reduction plan to fund in-year strategic initiatives as well as co-led firm-wide efforts to develop a proactive approach to managing costs and creating capacity to improve economic margin and invest in the business.

• Improved AB’s financial processes through enhanced budgeting;

bringing improved financial discipline allowing for clear prioritization of spend and investment across the firm.

• Formulated a Strategy and Corporate Development function to enable the acceleration of strategic initiatives.

Proactively managed the assignment of investments in strategic initiatives.

• Provided financial leadership to support the completion of the joint ventures between AB and Societe Generale.

• Supported the $100M commitment to Reinsurance Group of America’s (RGA) sidecar, Ruby Re, to gain access to certain investment management agreements with RGA for $1B of private market AUM.

• Maintained a strong relationship with Equitable, successfully partnering on the financial impacts of our strategic initiatives and investments.

• Led the finance effort related to the finalization of the AB CarVal contingent earnout.

• Oversaw teams through a challenging fundraising environment;

despite persistent active equity outflows, sustained strong flows into private wealth channel (+$2B net inflows in 2025) and institutional alternatives (+$8B net inflows in 2025).

• As of 12/31/2025, earnings per unit (“EPU”) of $3.33 grew 2% versus 2024, reflecting higher AUM and net revenues despite lower basis fees.

• Maintained strong performance in Fixed Income, with 86% of assets outperforming benchmarks over a 3-year period.

Equities performance was challenged as benchmark returns were narrowly led by a small number of mega-cap stocks.

• Deepened market share for key strategies;

oversaw the progression of our SMA platform to $50B in AUM, as well as the expansion of the ETF platform to include 24 funds, the launch of Taiwan’s first active Fixed Income ETF, and the growth of overall ETF AUM to $14B.

• Grew AB’s insurance brand adding new relationships, and growing AUM to $195B.

Made developments in the insurance sidecar market with investments in Ruby Re (+$1B in AUM) and FCA Re (+$1.5B in AUM);

FCA Re expands presence in Asian insurance market.

• Persisted in growing AB’s private alternatives platform.

AUM as of 12/31/2025 totals $82B, progressing steadily towards AB’s target range of $90-100B in private alternatives AUM by 2027.

Organizational

• Strengthened the Finance function with several leadership hires and expanded roles for high potential talent.

• Enhanced financial rigor around decision-making through additional management analytics providing greater actionable analysis.

• Continued automation of processes within the Finance function, supporting innovation and allowing additional capacity for business partnering.

• Began the roll out of a best-in-class ERP system estimated to be complete in 2025.

• Maintained strong Finance employee engagement, retention, in- office collaboration and diversity within our workforce.

• Successfully completed a listening tour of Finance employees after joining the firm, enhanced collaboration within Finance with regular Town Halls and cross team events.

• Introduced development opportunities to Finance employees through Power Hours:

learning sessions to allow teams to improve knowledge of other business areas.

• Successfully managed through senior leadership changes, including a CFO transition, with minimal disruption to AB’s results.

Named Onur Erzan President of AB;

Erzan will partner with Mr.

Bernstein in driving AB’s business and strategic priorities forward.

• Adjusted in-office policy from three to four days in the office per week, strengthening collaboration and productivity.

Provided employees with additional flexibility benefits to ease the transition.

• Supported evaluation of the firm’s technology platform across all operations.

Backed the selection of a provider of integrated solutions and related contract negotiations.

• Invested in the growth of AB India, appointed new CEO, realized compensation savings through role relocation.

AB India consists of over 600 roles spanning functions across AB’s business units.

• Enforced a culture of meritocracy to retain top talent and push underperformers to improve.

Established firm-wide expectations for ratings distribution to drive consistency across groups.

Ensured managers received training to encourage regular feedback and lead difficult conversations;

95%+ of mid-year reviews were completed.

• Maintained promotion pipeline of senior vice presidents, drove engagement across all levels at the firm, and achieved lower attrition levels than 2024.

2025 Compensation

* Jackie Marks joined AB on January 8, 2024, as a Senior Advisor and was appointed to the role of Chief Financial Officer as of March 1, 2024.

Bill Siemers served as Interim Chief Financial Officer from January 1, 2024, to February 29, 2024.

Bernstein previously held the titles of President and CEO from 2017 through January 5, 2026.

Erzan was appointed President on January 5, 2026;

Bernstein continues to retain the title of Chief Executive Officer.

AllianceBernstein

Global Head of Client Group and Head of Private Wealth

Thomas Simeone

Chief Financial Officer effective March 12, 2025 1

Summary of Achievements:

As Global Head of Client Group (CG) and Head of Private Wealth (PW), Mr.

Erzan delivered strong results across both groups.

Erzan created an insurance vertical and appointed AB’s first Chief Investment Officer of Insurance.

Erzan co-led efforts to launch AB’s first onshore fund in China, and drove progress across other strategic initiatives, including surpassing $5B in ETF assets under management, fostering sales growth in retail channel, and establishing new leadership, talent review, and process enhancement efforts in institutional business.

Additionally, Mr.

Erzan oversaw the expansion of global family, family office, and ultra-high net worth teams within AB’s Private Wealth Management division.

Simeone was named Chief Financial Officer (CFO) in March 2025 upon his predecessor Jackie Marks’ departure.

Simeone oversaw the delivery of complete, accurate, and timely financial results, both internally and externally (in Forms 10-K and 10-Q and Earnings Releases).

Simeone ensured rigor around the tracking of business performance, oversaw strategic initiative spending, drove the implementation of a best-in-class Enterprise Resource Planning (ERP) system, and bolstered the strength of the Finance function.

Simeone previously held the role of Controller and Chief Accounting Officer before his appointment to CFO.

Individual Achievements

• Achieved solid results in CG with 2024 gross sales of $113B, including $100B retail and $13B institutional.

US Retail, a key strategic growth area, grew sales by 26% year-over-year and achieved a sixth straight year of organic growth.

• Realized positive PW net flows (+$862M), with 0.7% annualized net organic growth, the fourth straight year of organic growth.

Grew advisor productivity by 10% and made progress towards advisor growth goals.

Saw 3-year client retention above 95%.

• Expanded ETF platform, adding five funds in 2024 for a total suite of 17 funds;

surpassed $5B in total AUM across multiple client channels.

ETF platform launched in September 2022 with two funds.

• Co-led launch of first onshore fund in China after obtaining regulatory license for AB’s fund management company (FMC) in 2023.

Implemented leadership changes at FMC to improve performance and build distribution relationships.

Oversaw growth in sales in Asia Pacific region by 80% year-over-year.

• Created an insurance vertical and appointed Geoff Cornell as AB’s first Chief Investment Officer of Insurance.

Reorganized insurance investment, operations, marketing, and sales teams into the newly formed vertical.

Led the $100M commitment to Reinsurance Group of America’s (RGA) sidecar, Ruby Re, to gain access to certain investment management agreements with RGA for $1B of private market AUM.

In defined contribution, fostered capabilities with forums and consultant education roadshow.

• Oversaw generation of $7B in gross alternatives sales for retail and institutional clients, and $1B for private wealth clients.

• Revised organizational structure to enhance strategic planning across channels;

launched new strategies including Credit Opportunities Fund and AB Lend.

• Made progress toward Private Wealth advisor growth goals and client segmentation strategy.

Increased total advisor by 5 to a total of 246 in 2024.

Demonstrated success in key wealth client segments with UHNW Client Growth +~23%, outpacing the ~12% AUM growth for PWM overall.

• Launched client experience program and a corresponding culture campaign, initiated pilots for various projects, and established an organizational structure for rolling out enhanced client experience.

• Delivered margin expansion from 32.3% to 33.7%, reinforcing disciplined financial management.

• Implemented targeted compensation savings program to maintain operating margin amid increased market volatility.

• Enhanced controls and review processes for non-compensation controllable expenses, driving cost efficiency.

• Provided support and financial advisory for several opportunities and corporate development activities.

• Monitored strategic initiatives and performance against planned objectives.

• Furthered strengthened partnership with Equitable across initiatives and with Finance counterparts.

Organizational

• Executed onboarding of several senior leadership roles within the CG globally across sales, business development, and product strategy.

• Centered organizational structure to focus on new business growth within targeted client segments.

(UHNW, Global Families, Family Offices, Women and Diverse Markets).

• Continued to foster a positive, results-driven culture of continuous learning and development across CG and PW.

Supported a smooth transition to AB’s new office at the Spiral.

Ensured collaboration across both organizations including cross-department partnerships in business management and marketing.

• Prioritized a customer-centric approach across the organization via segmented client playbooks and client engagement surveys.

• Successfully implemented a new ERP system, positioning the firm for improved scalability and operational efficiency.

• Enhanced financial reporting and strengthened partnership with business units;

developed new business-unit level P&L reporting.

• Invested in high performing talent and developed plan for long-term needs within the Finance function.

• Bolstered engagement across teams through CFO transition.

• Encouraged automation and AI-driven process improvements, accelerating efficiency.

• Fostered development of Finance professionals at all levels via Town Halls and team building events.

2025 Compensation

Simeone was named Chief Financial Officer upon Ms.

Mark’s departure on March 12, 2025.

2025 Annual Report 145

Global Head of Investments

President effective January 5th, 2026 1

Summary of Achievements:

As Global Head of Investments, Mr.

Hogbin oversaw solid investment performance across AB’s investment platform and delivered organic growth across our actively managed services.

He has engendered high levels of engagement amongst our investment professionals and driven a greater level of cohesiveness and collaboration among our investors.

Hogbin has found opportunities to develop, deploy, and retain talent across the investment organization, to better leverage a common infrastructure, and has evaluated opportunities to invest in capabilities that deliver better outcomes for clients.

Erzan was named President of AllianceBernstein in January 2026.

During 2025, Mr.

Erzan served as the firm’s Global Head of Private Wealth, Alternatives & Distribution.

In this role, Mr.

Erzan led global distribution efforts across regions amidst a challenging fundraising environment.

Erzan advanced several strategic initiatives, including the growth of our ETF platform to $14B in assets and launch of Taiwan’s first active Fixed Income ETF, the expansion of our Insurance business to include two new sidecar investments, and the streamlining of capital formation efforts in private alternatives.

Erzan shepherded the Private Wealth business to a fifth year of consecutive organic growth and maintained client retention above 95%.

During 2025, Mr.

Erzan advanced key strategic priorities across Private Wealth, driving meaningful progress in client experience, advisor excellence, scalable service, and differentiated investment and planning capabilities.

Erzan dedicated resources to employee learning and development and continues to drive a positive, results-oriented culture across his remit.

Individual Achievements

Financial and Investment Performance

• Despite challenging markets, maintained strong performance in Fixed Income, outperforming applicable peers or benchmarks, while our equities franchise underperformed due to both stock selection as well as strong benchmark returns narrowly led by a small number of mega-cap technology stocks (both measured by the percentage of assets outperforming).

• Worked to address areas of underperformance and developed plans to deliver improved investment performance.

• Delivered organic growth across AB’s actively managed services.

• Onboarded and started commercialization of new Global & European Growth Equities team launching two Lux vehicles and raising $713M AUM in first year.

• Supported commercialization of innovative fixed income services, with significant organic growth in Muni SMA and new institutional clients in systematic Fixed Income services.

• Directed rebuild of AB’s multi-manager long short equities service, Arya.

• Oversaw continued build out of active ETF business, bringing total to 17 funds and surpassing $5B AUM.

• Successfully launched first product in China FMC, and developed plan for future product launches.

• Drove 3% sales growth year over year;

2025 gross sales were $140B, including $90B retail and $27B institutional, surpassing targets.

Sales for the institutional channel more than doubled year-over-year.

• Achieved positive net flows of $2B in Private Wealth channel and a fifth consecutive year of organic growth.

Maintained strong client retention, with 3-year average above 95% and retention for relationships over $5M at 96%.

• Advanced Insurance business, raising over $15B in assets, including $13.5B general account assets and $2B separate account assets.

Added seven new general account relationships across eight investment strategies.

Made developments in the insurance sidecar market with investments in Ruby Re (+$1B in AUM) and FCA Re (+$1.5B in AUM).

• Fostered the continued growth of ETF platform to include 24 funds and over $14B in AUM;

achieved particular success across International Equities, Municipal Bonds, and Buffered ETFs, raising $2.3B in 2025.

Launched Taiwan’s first ever active Fixed Income ETF and bolstered team capabilities via new hires.

• Oversaw generation of over $10B in gross alternatives sales across distribution channels, including nearly $2B for private wealth clients.

As of 12/31/2025, private alternatives AUM was $82B, progressing steadily towards AB’s target range of $90-100B by 2027.

• Prioritized advisor excellence for Private Wealth.

Sales headcount increased 4%, while advisor teams grew 14%, enabling improved leverage and broader market coverage.

Advisor productivity reached record levels, and Private Wealth achieved its strongest net flows since 2021.

• Deepened Bernstein’s value proposition for ultra‑high‑net‑worth clients, leading to significant increases across key segments.

UHNW AUM grew 20%, outpacing overall PWM AUM growth.

The transition platform expanded with the creation of a dedicated transition team and the successful launch of a 351 ETF conversion.

He expanded Bernstein’s engagement with women founders and entrepreneurs by launching the firm’s first women‑only forum.

Organizational

• Introduced new management structure with a single Chief Operating Officer and Chief Administrative Officer across the investment teams, to drive more consistency and a greater focus on strategic planning, organizational effectiveness and operational excellence.

• Introduced a variety of talent processes to better attract, develop and retain the best and most innovative investment talent.

• Reorganized AB’s responsibility team and improved alignment with investment teams by implementing industry focused organization.

• Made progress on researching and evaluating options to evolve AB’s investment infrastructure.

• Engendered high levels of engagement amongst investment professionals through various activities and initiatives geared toward employees developing an overall investments mindset.

• Supported a smooth transition to Hudson Yards office, with the investment teams seated in close proximity to each other, fostering greater connectedness and interaction.

• Oversaw numerous working groups and various other forums for investors across asset classes to come together to discuss investment topics, processes, industry trends and to raise ideas for creating greater cohesion amongst our investors.

• Integrated capital formation team to streamline efforts across Alternatives asset suite.

• Invested in employee talent and development via learning programs.

Bolstered the strength of teams and onboarded several senior leaders across global client group.

• Strengthened controls around cyber security;

conducted tabletop exercises and loss of technology planning.

• Sought ways to leverage AB India to optimize talent and collaboration across offices.

• Continued to promote a positive, results-driven culture of continuous learning and development across Client Group, Alternatives, and Private Wealth.

• Conducted quarterly town halls to encourage transparency and cross-department collaboration.

• Launched global exchange program for high potential talent.

2025 Compensation

(1) Onur Erzan was named President on January 5, 2026.

AllianceBernstein

Chief Operating Officer (COO)

Chief Operating Officer

Summary of Achievements:

Sprules successfully completed the relocation of AB’s New York Midtown office to Hudson Yards, marking a significant advancement in AB’s real estate strategy.

Sprules co-led cost savings efforts across the firm, spearheaded efforts to achieve 90% in-office compliance and drove the expansion of AB’s footprint in India, China, and Ireland.

As Chief Operating Officer (COO), Mr.

Sprules delivered strong operational leadership by controlling costs, driving strategic technology and AI initiatives, and optimizing global locations.

Sprules advanced organizational effectiveness and culture, including a successful shift to four in-office days and a renewed focus on community and belonging.

Individual Achievements

• Drove cost discipline efforts across corporate functions, resulting in reduced Global Technology and Operations costs, lower Legal and Compliance expenditures, and savings from the early termination of AB’s New York Midtown real estate lease.

• Co-led firm-wide efforts to develop a continuous and proactive approach to managing costs and creating capacity to improve economic margin and invest in the business.

Identified and kicked off a multi-year scoping and planning process across a number of initiatives focused on enhancing financial rigor, location strategy, talent development, business and system improvement, and artificial intelligence.

• Established a new entity in Dublin, Ireland and obtained necessary regulatory approval allowing AB to provide portfolio management services in all offices across the European Union, enabling us to support the growth of AB's newly acquired Global & European Growth equities business.

• Supported the completion of AB’s joint ventures with Societe Generale of Bernstein Research and oversaw a significant transfer of technology and operations functions;

continues to play an active role in the executive oversight of the joint ventures.

• Ensured operational readiness for the launch and post-launch of AB’s first equity fund in China, championed the establishment of the local business, and actively advised on organizational and leadership changes.

• Maintained stable operating costs across corporate functions while enabling business growth.

• Co-led initiatives for ongoing cost management to enhance economic margin and support investment in the business.

• Oversaw a comprehensive evaluation of the technology platform supporting our front, middle, and back-office operations, as well as a review of vendors providing an integrated SaaS solutions.

Led the selection of the target platform and managed contract negotiations, ultimately securing the agreement by year-end.

• Realized compensation savings by transferring 256 roles to AB India, which offers comparable capabilities at a lower cost.

Led an AB India CEO search and local onboarding.

Completed a talent mapping assessment in our Pune office, and secured approval for real estate expansion to support continued growth.

• Sponsored the transition of AI from an experimental phase into a core function of the firm;

increased internal usage of generative tools, resulting in productivity boosts across functions.

• Led cross functional effort to prioritize infrastructure resiliency, addressing scenarios like complete technology loss, employee safety, workplace continuity, and office space hardening.

Organizational

• Led AB’s location strategy, consolidating the firm’s real estate footprint, including moving nearly 800 New York employees to Hudson Yards while decommissioning nearly 1 million square feet of real estate.

• Expanded AB India functions across all major units of the firm, adding an additional 137 roles in 2024, managed staff attrition lower than market rates, and obtained regulatory approval to perform investment advisory activities allowing us to support future growth.

• Established the Chief Artificial Intelligence Officer role to drive the strategic use of AI to enhance efficiency, improve decision-making, and transform operational and business processes across the firm.

• Led the change management of AB’s relocation to Hudson Yards by regularly collaborating with leadership and establishing a committee to maintain engagement and seamless integration into the new space.

• Drove the firm to 90% in-office compliance and partnered to create simplified and accessible reporting for managers to enhance workplace collaboration.

• Organized various employee gatherings, including the firm’s first all- employee events in New York and Nashville, to foster staff unity and engagement across business units.

• Partnered with the head of investments to separate risk leadership into position focused on investment risk and a broader chief risk officer.

• Directed AB’s global location strategy, completing 55 lease transactions including new agreements, renewals, extensions, and terminations.

Optimized space in Nashville and New York through subletting and expansions, consolidated Minneapolis offices into a modern design, and finalized all day two items for the Hudson Yards office.

• Continued to strengthen our presence in Nashville by relocating additional team members from corporate functions and reinforcing existing teams.

Encouraged all corporate groups to prioritize the Nashville talent pipeline for key positions and to attract additional top-tier talent to the Nashville office.

• Launched the Strategic Initiatives team, transitioning it from a conventional Project Management Office into a strategic advisory and implementation partner for AB.

• Championed the transition from three to four in-office days per week and implemented related measurement tools;

staff were over 90% compliant with new policy during the second half of the year.

• Advanced our Community and Belonging priorities, relocating leadership to Nashville, adapting to the evolving landscape, and recruiting key talent in London and India to enhance organizational effectiveness.

2025 Compensation

2025 Annual Report 147

Interim Chief Financial Officer effective May 31, 2023 through February 29, 2024

General Counsel & Corporate Secretary

Summary of Achievements:

As Interim Chief Financial Officer, Mr.

Siemers oversaw the delivery of complete, accurate and timely financial results both internally and externally (in Forms 10-K and 10-Q and Earnings Releases), supported the transition to a new CFO, and ensured continuity and continuous improvement of a strong Finance function.

Siemers held the role of Controller and Chief Accounting Officer through August 20, 2023.

As General Counsel & Corporate Secretary, Mr.

Manley oversaw all legal and regulatory affairs for the firm.

Manley played an important role in driving legal initiatives, providing counsel for complex negotiations, supporting strategic initiatives, and serving as a valued advisor to the firm’s leadership.

Individual Achievements

• Contributed to cost reduction and containment initiatives in a restricted revenue growth environment.

• Supported the contribution of our cash equities and research business into a planned joint venture between AB and Societe Generale.

• Directed initiatives imposing cost discipline within the legal department, resulting in substantial reductions in external expenditures and driving operational effectiveness across team processes.

• Effectively negotiated and resolved several complex and material contract negotiations, protecting the firm’s interests and financial positions.

• Led important initiatives with Equitable designed to improve governance and investment related collaboration on general account assets.

• Demonstrated strong alignment with the firm’s strategic priorities by serving as a key legal advisor on multiple high‑impact transactions, including AB’s first investments in insurance sidecars and the launch of new alternative mandates.

• Oversaw implementation of a significant amendment to the SocGen transaction, advancing the company toward its strategic goal of a full exit by 2029.

• Navigated complex regulatory challenges, including off-channel communications, ESG sweep examinations, SEC inquiries and investigations.

Organizational

• Led the Finance function and executed all CFO responsibilities for approximately nine months.

• Supported the integration plans and processes of financial functions relating to the 2022 CarVal acquisition.

• Supported the successful recruitment process to identify and hire a new CFO as well as facilitated transition and onboarding.

• Maintained strong Finance employee engagement, retention and in- office collaboration and grew diversity within our workforce.

• Established new roles and recruited senior talent, enhancing succession planning and strengthening the legal department’s leadership pipeline.

• Advanced leadership development by enabling team members to lead high-profile projects, fostering professional growth and independence.

Successfully transitioned new Compliance leadership.

• Served as a valued advisor to company leadership, elevating the profile and impact of the legal and compliance department.

Provided strategic focus, deep organizational knowledge, and commercial acumen, contributing to a collaborative and high-performing culture.

• Demonstrated unwavering commitment to fiduciary duties and independent decision-making, reinforcing a culture of integrity and accountability.

2025 Compensation

AllianceBernstein

Chief Financial Officer effective March 1, 2024 through March 12, 2025 1

Summary of Achievements:

As Chief Financial Officer (CFO), Ms.

Marks oversaw the delivery of complete, accurate and timely financial results both internally and externally (in Forms 10-K and 10-Q and Earnings Releases).

Marks oversaw the enhancement of budget and planning procedures and supported strategic initiatives and corporate development activities.

Individual Achievements

• Oversaw maintenance of operating margin and contributed to cost optimization initiatives.

• Drove the improvement of budgeting process and planning and analysis procedures.

• Enabled strategic initiatives and corporate development activity.

• Supported diligence process and signing of Investment Management Agreement for AB’s inaugural investment in insurance sidecar space with Reinsurance Group of America’s sidecar Ruby Re.

• Contributed to partnership with Equitable across initiatives and with Finance counterparts.

Organizational

• Led the Finance function and executed all CFO responsibilities for first three months of the year prior to departure.

• Maintained strong Finance employee engagement, development, and collaboration across workforce.

2025 Compensation

Marks joined AB on January 8, 2024, as a Senior Advisor and was appointed to the role of Chief Financial Officer as of March 1, 2024.

Marks subsequently departed the firm on March 12, 2025;

Simeone was appointed Chief Financial Officer upon Ms.

Mark’s departure.

The compensation of each of these NEOs reflected the Compensation Committee’s judgment (and Mr.

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As discussed in “NYSE Governance Matters” in Item 10 , AB Holding, as a limited partnership, is exempt from NYSE rules that require public companies to have a compensation committee consisting solely of independent directors.

EQH owns, directly and through various subsidiaries, an approximate 61.9% interest in AB (as of December 31, 2024), and compensation expense is a significant component of our financial results.

EQH owns, directly and through various subsidiaries, an approximate 68.3% economic interest in AB (as of December 31, 2025), and compensation expense is a significant component of our financial results.

For these reasons, Mr.

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Under this exemption, equity grants to our firm's executive officers are exempt from short-swing trading rules if each such grant is approved by the full Board or a committee of the Board consisting entirely of “non-employee” directors (generally, directors who are not officers of the company or an affiliate).

2025 Annual Report 149

The Compensation Committee has general oversight of compensation and compensation-related matters, including:

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• determining contributions and awards under incentive plans or other compensation arrangements (whether qualified or non-qualified) for employees of AB and its subsidiaries, and amending or terminating such plans or arrangements or any welfare benefit plan or arrangement or making recommendations to the Board with respect to adopting any new incentive compensation plan, including equity-based plans;

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• reviewing and approving the compensation of our CEO, evaluating his performance, and determining and approving his compensation level based on this evaluation;

• reviewing and discussing the CD&A and recommending to the Board its inclusion in each of AB’s and AB Holding’s Form 10-K and, and when applicable, proxy statements.

• reviewing and discussing the CD&A and recommending to the Board its inclusion in each of AB’s and AB Holding’s Form 10-K and, when applicable, proxy statements.

The Compensation Committee has developed a comprehensive process for:

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The Compensation Committee approved the firm's final year-end compensation recommendations during its regular meeting held in November 2025.

Additional information regarding the Compensation Committee’s functions can be found in the Committee's charter, which is available online in the “Responsibility - Corporate Governance” section of our Internet Site.

Additional information regarding the Compensation Committee’s functions can be found in the Committee's charter, which is available online in the “Corporate Responsibility Overview - Corporate Governance” section of our Internet Site.

Compensation Consultant;

Benchmarking Data

In 2024, we retained McLagan Partners ( “McLagan” ) as an independent consultant to provide competitive market data and trend forecasting for our NEOs and other senior executives, for which we paid McLagan $50,000 (the " 2024 Benchmarking Data ").

In 2025, we contracted with Johnson Associates, Inc.

(" Johnson Associates "), an independent compensation consulting firm that specializes in the financial services sector for which we paid approximately $32,000.

Johnson Associates consulted on market data and trend forecasting for our NEOs and other senior executives provided by McLagan Partners ( “McLagan” ) for which we paid McLagan $50,000 (the " 2025 Benchmarking Data ").

McLagan has an extensive database on compensation for most asset management companies, including private companies for which information is not otherwise available.

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Goldman Sachs Asset Management Invesco Janus Henderson Investors

Loomis, Sayles & Company MFS Investment Management Morgan Stanley Investment Management

Neuberger Berman Group Nuveen Investments Pacific Investment Management

Loomis, Sayles & Company MFS Investment Management Pacific Investment Management Company

Neuberger Berman Group Nuveen Investments T.

Prudential Global Investment Mgmt.

Schroder Investment Management T.

Schroder Investment Management

The 2025 Benchmarking Data indicated that, as a group, our NEOs fall within market range.

Please note that we excluded Mr.

Siemers from this analysis as he resigned from his position as Interim Chief Financial Officer on February 29, 2024, at which point he transitioned into the role of a Senior Advisor to AB.

Please note that we excluded Ms.

Marks and Mr.

Hogbin from this analysis as they were no longer with the firm as of December 31, 2025.

The Compensation Committee considered this information in concluding that the compensation levels paid in 2025 to our NEOs were appropriate and reasonable.

AllianceBernstein

Compensation Elements for NEOs

We utilize a variety of compensation elements to achieve the goals described above , consisting of base salary, annual short- term incentive compensation awards (cash bonuses), a long-term incentive compensation award program, a defined contribution plan, a defined benefit plan and certain other benefits, each of which we discuss below :

2024 Annual Report 149

We utilize a variety of compensation elements to achieve the goals described above , consisting of base salary, annual short-term incentive compensation awards (cash bonuses), a long-term incentive compensation award program, a defined contribution plan, and certain other benefits, each of which we discuss below :

Base Salaries

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We also believe that certain long term incentive compensation awards can be used for recruitment or retention purposes when it includes a required service period.

In January 2025, Mr.

Erzan received a long term incentive award of $5,000,016 which cliff vests December 2028 subject to Mr.

Erzan's continued service.

For 2024 performance, awards were granted in December 2024 to each of Mr.

Bernstein, Ms.

Erzan, Hogbin and Sprules pursuant to the AB 2024 Incentive Compensation Award Program (the " ICAP "), an unfunded, non-qualified incentive compensation plan, and the AB 2017 Long Term Incentive Plan, our equity compensation plan (the “ 2017 Plan ”).

For 2025 performance, awards were granted in December 2025 to each of Messrs.

Bernstein, Erzan, Manley, Simeone and Sprules pursuant to the AB 2025 Incentive Compensation Award Program (the " ICAP "), an unfunded, non-qualified incentive compensation plan, and the AB 2017 Long Term Incentive Plan, our equity compensation plan (the “ 2017 Plan ”).

Prior to the date on which an award vests, the AB Holding Units underlying an award are restricted and are not permitted to be transferred.

Upon vesting, the AB Holding Units underlying an award generally are delivered, unless the award recipient has, in advance, voluntarily elected to defer receipt to future periods or the award is structured with a delayed delivery date.

Upon vesting, the AB Holding Units underlying an award are generally delivered, unless the award recipient has, in advance, voluntarily elected to defer receipt to future periods or the award is structured with a delayed delivery date.

Quarterly cash distributions on vested and unvested restricted AB Holding Units are delivered to award recipients when cash distributions are paid generally to Unitholders.

An award recipient who resigns or is terminated without cause prior to the vesting date is eligible to continue to vest in his or her long-term incentive compensation award subject to compliance with the restrictive covenants set forth in the applicable award agreement, including restrictions on competition, and restrictions on employee and client solicitation.

An award recipient who resigns or is terminated without cause prior to the vesting date is eligible to continue to vest in his or her long-term incentive compensation award subject to compliance with the restrictive covenants set forth in the applicable award agreement, including confidentiality, restrictions on competition, and restrictions on employee and client solicitation.

Additionally, the award agreement provides for continued vesting in the event of an award recipient's retirement, subject to applicable restrictive covenants.

To be eligible for retirement, an award recipient must provide notice of retirement, enter into a retirement agreement and satisfy a "Rule of 70," whereby the sum of the recipient's age and full years of service must equal at least 70.

2025 Annual Report 151

The award agreement contained in the AB Incentive Compensation Award Program (" ICAP ") permits AB to claw-back the unvested portion of an award if the recipient fails to adhere to our risk management policies.

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As used in this Item 11, “vest” refers to the time at which the awards are no longer subject to forfeiture for breach of these restrictions or risk management policies, which we discuss further below in “Consideration of Risk Matters in Determining Compensation.”

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Further, pursuant to Rule 10D-1 of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual, the Board has adopted a Compensation Recovery Policy (the "Policy ") effective November 15, 2023.

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Bernstein and Mr.

See " Summary Compensation Table" EQH for stock awards received by Mr.

See " Summary Compensation Table for 2025" for stock awards received by Mr.

Bernstein and Mr.

Erzan for which the EQH Compensation Recovery Policy is applicable.

Former Interim CFO Resignation

As announced in a Form 8-K filed on January 8, 2024, Mr.

Siemers resigned from his position as Interim Chief Financial Officer on February 29, 2024, a position he held since June 2023.

Upon resignation, he transitioned into the role of a Senior Advisor to AB.

His responsibilities as Interim CFO were promptly transferred to Jackie Marks on March 1, 2024 as the current CFO on an ongoing basis.

Former CFO Separation

As announced in a Form 8-K filed on March 12, 2025 AB mutually agreed to a separation with Ms.

Marks, AB’s Chief Financial Officer since March 1, 2024, effective March 12, 2025.

Defined Contribution Plan

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Defined Benefit Plan

The retirement plan (the " Retirement Plan ") is a qualified, noncontributory, defined benefit retirement plan covering current and former employees who were employed in the United States prior to October 2, 2000.

Each participant’s benefits are determined under a formula which takes into account years of credited service through December 31, 2008, the participant’s average compensation over prescribed periods and Social Security covered compensation.

The maximum annual benefit payable under the Retirement Plan may not exceed the lesser of $100,000 or 100% of a participant’s average aggregate compensation for the three consecutive years in which he or she received the highest aggregate compensation from us or such lower limit as may be imposed by the Internal Revenue Code of 1986, as amended (the " Code ") on certain participants by reason of their coverage under another qualified retirement plan we maintain.

For additional information regarding interest rates and actuarial assumptions, see Note 18 to AB's consolidated financial statements in Item 8.

The retirement plan (the " Retirement Plan ") was a qualified, noncontributory, defined benefit retirement plan covering current and former employees who were employed in the United States prior to October 2, 2000.

Each participant’s benefits were determined under a formula which took into account years of credited service through December 31, 2008, the participant’s average compensation over prescribed periods and Social Security covered compensation.

The maximum annual benefit payable under the Retirement Plan was not to exceed the lesser of $100,000 or 100% of a participant’s average aggregate compensation for the three consecutive years in which he or she received the highest aggregate compensation from us or such lower limit as may be imposed by the Internal Revenue Code of 1986, as amended (the " Code ") on certain participants by reason of their coverage under another qualified retirement plan we maintain.

During 2024, the Compensation Committee of the AB Board of Directors approved the termination of the Retirement Plan, effective May 22, 2024.

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The remaining retirement plan participants who did not elect a lump sum disbursement elected to roll over their benefit to a group annuity contract from a qualified insurance company to administer all future payments.

The company will elect the qualified insurance company to administer all future payments during the first quarter of 2025 at which point, the remaining benefit obligation will be purchased by the insurance carrier and we will fully terminate the plan.

As of December 31, 2024 the Retirement Plan was underfunded with a benefit obligation of $68.6 million and plan assets of $63.3 million.

Our policy is to satisfy our funding obligation for each year in an amount not less than the minimum required by ERISA and not greater than the maximum amount we can deduct for federal income tax purposes.

We did not make a contribution to the Retirement Plan during 2024.

The Company expects to make a contribution to the Retirement Plan during the first quarter of 2025 in the amount of $5.3 million to fully fund the Retirement Plan, purchase the group annuity contract and settle the remaining termination costs associated with the Retirement Plan.

During 2025, we settled all future obligations under the Retirement Plan and transferred the remaining obligations to a qualified insurance provider under a group annuity contract.

The plan was formally terminated and the trust was closed effective September 30, 2025.

For additional information regarding the termination of the Retirement Plan, see Note 18 to AB's consolidated financial statements in Item 8.

Other Benefits

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The provisions under the CIC Plan also are described in a compensatory table below entitled, “ Potential Payments upon Termination or Change in Control.”

2024 Annual Report 151

AllianceBernstein

The CIC Plan provides that, in the event of a CIC, unless prior to the CIC, any unvested restricted unit awards (including ICAP awards) then held by an Executive Officer are honored or assumed, or new rights are substituted therefore, so that the Executive Officer's rights and entitlements after the CIC are substantially equivalent to or better than the Executives Officer's rights and entitlements under the award, each award will, prior to the CIC, immediately and fully vest and no longer be subject to forfeiture.

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Amendments in December 2018 and 2019 included aligning equity awards with AB's practices, increasing severance payments, redefining change in control, and narrowing the definition of good reason.

The terms under the CEO Employment Agreement continue to apply to Mr.

Bernstein in his continued role as CEO effective January 5, 2026.

Compensation Elements

Bernstein’s annual base salary under the CEO Employment Agreement has been, and continues to be, $500,000.

Bernstein’s annual base salary under the CEO Employment Agreement continues to be $500,000 for 2025.

This amount is consistent with our firm’s policy to keep base salaries of executives and other highly-compensated employees low in relation to total compensation.

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Bernstein above.

AllianceBernstein

2025 Annual Report 153

Restricted AB Holding Units

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• A pro rata bonus based on actual performance for the fiscal year in which the termination occurs.

• COBRA coverage costs and following the COBRA coverage period, access to AB’s medical plans at his (or his spouse’s) sole expense.

• COBRA coverage costs.

If terminated within 12 months following a change in control (as defined in the amended CEO Employment Agreement), he will receive the same severance benefits as described above, except that his cash payment will be equal to 2x the sum of his base salary and bonus opportunity.

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Additionally, in February 2025, EQH granted to Mr.

Erzan, in connection with their membership on and service to the EQH Management Committee:

Erzan, in connection with his membership on and service to the EQH Management Committee:

• a restricted stock unit award (for EQH common stock) with a grant date fair value of $40,043;

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• a EPS performance share award (for EQH common stock) with a grant date fair value of $30,019, which can be earned subject to EQH's average of annual performance against Non-GAAP Common Operating EPS targets assigned each year.

2024 Annual Report 153

AllianceBernstein

Assumptions made in determining the EQH restricted stock unit and performance share figures discussed above are described in footnotes to the compensatory tables below entitled " Summary Compensation Table for 2025 " and " Grants of Plan-Based Awards in 2025 ."

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In 2025, the compensation of Mr.

Bernstein, our President and CEO, was approximately 82 times the median pay of our employees, resulting in a 82:1 CEO Pay Ratio.

Bernstein, our CEO, was approximately 98 times the median pay of our employees, resulting in a 98:1 CEO Pay Ratio.

We identified our median employee by examining 2025 total compensation for all individuals, excluding Mr.

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(2) For a description of Mr.

Bernstein’s other compensation, please refer to the "Summary Compensation Table for 2024 below." The median employee's other compensation consists of a $6,345 contribution match under the AB Profit Sharing Plan, a $360 mobile phone stipend which is paid to employees generally as well, and a employer-paid group term life insurance premium of $74 .

Bernstein’s other compensation, please refer to the " Summary Compensation Table for 2025 " below.

The median employee's other compensation consists of a $5,970 contribution match under the AB Profit Sharing Plan, a $360 mobile phone stipend, which is paid to employees generally as well, and an employer-paid group term life insurance premium of $548.

Other Compensation-Related Matters

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Charles Stonehill (Chair) Daniel Kaye

AllianceBernstein

2025 Annual Report 155

Summary Compensation Table for 2025

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Seth Bernstein (3)(4)

President and CEO

2025 500,000 6,925,000 7,575,070 — — 133,130 15,133,200

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2023 500,000 4,515,000 4,995,054 — — 114,201 10,124,255

Thomas Simeone (5)

2025 300,000 975,000 475,000 — — 19,904 1,769,904

Onur Erzan (6)

Head of Global Client Group and Private Wealth

2025 400,000 3,150,000 7,800,097 — — 22,638 11,372,735

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2023 400,000 2,905,851 2,555,887 — — 17,544 5,879,282

Chris Hogbin (6)

Global Head of Investments

2025 400,000 2,275,000 1,825,000 — — 60,971 4,560,971

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2023 400,000 2,025,000 1,575,000 — 3,018 32,294 4,035,312

Mark Manley ( 7 )

General Counsel and Corporate Secretary

2025 400,000 845,000 455,000 — — 33,492 1,733,492

Bill Siemers (7)

Former Interim CFO

2024 — — — — — — —

2023 300,000 780,000 345,000 — 22,934 26,898 1,474,832

Jackie Marks (8)

2025 307,692 500,000 — — — 1,145 808,837

2024 383,077 1,428,825 971,175 — — 582 2,783,659

(1) The figures in the “Stock Awards” column provide the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718.

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Please be advised that Mr.

Bernstein's compensation also is disclosed by EQH.

Bernstein's compensation is also disclosed by EQH.

(4) The "Stock Awards" column for 2025 includes the grant date fair value of the restricted stock award (grant date fair value of $400,006), the TSR performance share award (grant date fair value of $300,032), and the EPS performance share award (grant date fair value of $300,032) Mr.

Bernstein received from EQH in February 2025.

For 2023, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $332,029) and the TSR performance share award (grant date fair value of $498,025) Mr.

For 2024, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $400,006), the TSR performance share award (grant date fair value of $300,019), and the EPS performance share award (grant date fair value of $300,021) Mr.

Bernstein received from EQH in February 2024.

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Bernstein received from EQH in February 2023.

(5) We have not provided 2024 and 2023 compensation for Mr.

Simeone as he was not deemed to be a NEO in those years.

(6) The "Stock Awards" column for 2025 includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,043), the TSR performance share award (grant date fair value of $30,019), and EPS performance share award (grant date fair value of $30,019) Mr.

Erzan received from EQH in February 2025.

For 2023, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,024) and the TSR performance share award (grant date fair value of $60,012) Mr.

For 2024, this column includes the grant date fair value of the restricted stock unit award (grant date fair value of $40,007), the TSR performance share award (grant date fair value of $30,013), and EPS performance share award (grant date fair value of $30,006) Mr.

Erzan received from EQH in February 2024.

(6) We have not provided 2023 and 2022 compensation for Mr.

Hogbin as he was not deemed to be a NEO in those years.

Siemers resigned from his position as Interim CFO on February 29, 2024, at which point he transitioned into the role of a Senior Advisor to AB.

The "Bonus" column for 2024 includes a stub bonus in recognition of the duties performed through February 2024 as Interim CFO.

2024 Annual Report 155

(7) We have not provided 2024 compensation for Mr.

Manley as he was not disclosed in accordance with applicable SEC rules and regulations in that year.

(8) AB mutually agreed to a separation with Ms.

Marks effective March 12, 2025.

Marks received a standard severance package, which included salary continuation for 6 months and a portion of her 2025 incentive compensation.

AllianceBernstein

The “All Other Compensation” column includes the aggregate incremental cost to our company of certain other expenses and perquisites.

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17,500 3,564 4,118

Jackie Marks — — 582 —

Onur Erzan — 17,250 630 1,422

Thomas Simeone

— 15,000 450 4,454

Onur Erzan — 17,500 630 4,508

Karl Sprules — 17,500 4,002 39,469

Bill Siemers — 15,000 1,980 360

Mark Manley — 17,500 11,484 4,508

Jackie Marks — — 121 1,024

Bernstein is entitled to the use of a dedicated car and driver pursuant to his employment agreement for security and business purposes.

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(2) These amounts represent (i) mobile phone stipends paid to Messrs.

Bernstein, Erzan, Hogbin, and Siemers which are paid to employees generally as well;

Bernstein, Simeone, Erzan, and Manley, which are paid to employees generally as well;

(ii) a stipend paid to Mr.

Sprules to help cover a portion of the housing cost in New York while traveling for business;

and (iii) partial year cybersecurity protection services contracted through a third party for Messrs.

Bernstein, Erzan, Hogbin, and Sprules to help mitigate against cyber, privacy, identity theft and reputational threats, which are available to executive officers, directors, and employees whose role includes representing AB publicly or processing significant financial transactions.

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and (iii) full-year cybersecurity protection services contracted through a third party for Messrs.

Bernstein, Simeone, Erzan, Sprules, and Manley and partial-year services for Ms.

Marks to help mitigate cyber, privacy, identity theft, and reputational threats, which are available to executive officers, directors, and employees whose role includes representing AB publicly or handling significant financial transactions.

2025 Annual Report 157

Grants of Plan-Based Awards in 2025

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2/13/2025 1,407 5,627 11,254 5,627 300,032

Jackie Marks (2)

Thomas Simeone (2)

12/10/2025 11,554 475,000

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2/13/2025 141 563 1,126 563 30,019

Chris Hogbin (2)

2/13/2025 141 563 1,126 563 30,019

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12/10/2025 44,393 1,825,000

Mark Manley (2)

12/10/2025 11,068 455,000

(1) This column provides the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718.

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Erzan (i) a restricted stock unit award with a grant date fair value of $400,006 and $40,043, respectively, (ii) a TSR performance share award with a grant date fair value of $300,032 and $30,019, respectively, which can be earned subject to EQH's TSR relative to its peer group, and (iii) a EPS performance share award with a grant date fair value of $300,032 and $30,019, respectively, which can be earned subject to EQH's average of annual performance against Non-GAAP Common Operating EPS targets assigned each year.

TSR is the total amount a company returns to investors during a designated period, including both share price appreciation and dividends.

TSR is the total amount a company returns to investors during a designated period, including share price appreciation and dividends.

The number of TSR performance shares that are earned, which cliff vest on February 28, 2028, subject to continued service, will be determined at the end of the performance period (December 2027) by multiplying the number of unearned TSR performance shares by one of the following performance factors:

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EQH restricted stock units receive dividend equivalents subject to the same vesting schedule as the restricted stock units themselves.

(4) In January 2025, Mr.

Erzan received a long-term incentive award, denominated in restricted AB Holding Units, which cliff vests on December 1, 2028 subject to Mr.

Erzan's continued service.

In 2025, the number of restricted AB Holding Units comprising year-end long-term incentive compensation awards granted to each NEO was determined based on the closing price of an AB Holding Unit as reported for NYSE composite transactions on December 10, 2025, the eighth business day of December as determined by the Compensation Committee.

At the time of these awards, the Compensation Committee consisted of Mr.

A t the time of these awards, the Compensation Committee consisted of Mr.

Stonehill (Chair) and Messrs.

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For further information regarding the material terms of such awards, including the vesting terms and the formulas or criteria to be applied in determining the amounts payable, please refer to " Overview of 2025 Incentive Compensation Program " and " Compensation Elements for NEOs " above.

2024 Annual Report 157

AllianceBernstein

Outstanding Equity Awards at 2025 Fiscal Year-End

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— — — — 30,046 1,431,692

Jackie Marks (5)

Thomas Simeone (5)

— — — — 28,069 1,080,108

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— — — — 3,007 143,284

Chris Hogbin (7)

— — — — 131,223 4,867,051

Karl Sprules (7)

— — — — 94,270 3,627,518

Bill Siemers (9)

Mark Manley (8)

— — — — 22,476 864,869

Jackie Marks (9)

— — — — 17,890 688,419

Bernstein was awarded:

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(ii) a TSR performance share award with a grant date fair value of $300,032, $300,019 and $498,025, respectively;

and (iii) a EPS performance share award with a grant date fair value of $300,021, respectively.

and (iii) a EPS performance share award with a grant date fair value of $300,032 and $300,021 respectively.

The TSR performance share awards granted in 2025, 2024 and 2023 can be earned subject to EQH's TSR relative to its peer group.

The EPS performance share award granted in 2024 can be earned subject to EQH's average of annual performance against Non-GAAP Common Operating EPS targets assigned each year.

The EPS performance share awards granted in 2025 and 2024 can be earned subject to EQH's average of annual performance against Non-GAAP Common Operating EPS targets assigned each year.

Actual and projected performance factors have been applied to the TSR performance share and EPS performance share awards reflected in the " Outstanding Equity Awards at 2025 Fiscal Year-End " table above.

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(ii) a TSR performance share award with a grant date fair value of $30,019, $30,013 and $60,012, respectively;

and (iii) a EPS performance share award with a grant date fair value of $30,006, respectively.

and (iii) a EPS performance share award with a grant date fair value of $30,019 and $30,006 respectively.

The TSR performance share awards granted in 2025, 2024 and 2023 can be earned subject to EQH's TSR relative to its peer group.

The EPS performance share award granted in 2024 can be earned subject to EQH's average of annual performance against Non- GAAP Common Operating EPS targets assigned each year.

The EPS performance share awards granted in 2025 and 2024 can be earned subject to EQH's average of annual performance against Non-GAAP Common Operating EPS targets assigned each year.

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Erzan" above in CD&A .

AllianceBernstein

Marks was awarded 26,835 restricted AB Holding Units in December 2024 that are scheduled to vest in equal increments on each of December 1, 2025, 2026 and 2027.

2025 Annual Report 159

Simeone was awarded 11,554 restricted AB Holding Units in December 2025 that are scheduled to vest in equal increments on each of December 1, 2026, 2027 and 2028.

The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years prior to when Mr.

Simeone was deemed to be a NEO.

Erzan was awarded:

(i) 65,678 restricted AB Holding Units in December 2025 that are scheduled to vest in equal increments on each of December 1, 2026, 2027 and 2028;

and (ii) 80,362 restricted AB Holding Units in December 2023, of which one-third vested on December 1, 2024, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2025 and 2026;

and (iii) 38,771 restricted AB Holding Units in December 2022, one-third of which vested on December 1, 2023 and December 1, 2024, and the remainder of which is scheduled to vest on December 1, 2025 .

Hogbin was awarded 71,153 restricted AB Holding Units in December 2024 that are scheduled to vest in equal increments on each of December 1, 2025, 2026 and 2027.

The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years prior to when Mr.

Hogbin was deemed to be a NEO.

Sprules was awarded (i) 49,047 restricted AB Holding Units in December 2024 that are scheduled to vest in equal increments on each of December 1, 2025 2026 and 2027;

and (ii) 51,538 restricted AB Holding Units in December 2023, of which one-third vested on December 1, 2024, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2025 and 2026;

(ii) 134,735 restricted AB Holding Units in January 2025, of which are scheduled to cliff vest on December 1, 2028;

(iii) 72,695 restricted AB Holding Units in December 2024, of which one-third vested on December 1, 2025, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2026 and 2027;

and (iv) 80,362 restricted AB Holding Units in December 2023, one-third of which vested on December 1, 2024 and December 1, 2025, and the remainder of which is scheduled to vest on December 1, 2026 .

Sprules was awarded:

(i) 44,393 restricted AB Holding Units in December 2025 that are scheduled to vest in equal increments on each of December 1, 2026, 2027 and 2028;

(ii) 49,047 restricted AB Holding Units in December 2024, of which one-third vested on December 1, 2025, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2026 and 2027;

and (iii) 51,538 restricted AB Holding Units in December 2023, one-third of which vested on December 1, 2024 and December 1, 2025, and the remainder of which is scheduled to vest on December 1, 2026 .

Siemers was awarded:

(i) 8,344 restricted AB Holding Units in December 2023, of which one-third vested on December 1, 2024, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2025 and 2026;

Manley was awarded:

(i) 11,068 restricted AB Holding Units in December 2025 that are scheduled to vest in equal increments on each of December 1, 2026 2027 and 2028;

and (ii) 11,289 restricted AB Holding Units in December 2023, one-third of which vested on December 1, 2024 and December 1, 2025, and the remainder of which is scheduled to vest on December 1, 2026 .

The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years when Mr.

Manley was not disclosed in accordance with applicable SEC rules and regulations.

Marks was awarded 26,835 restricted AB Holding Units in December 2024, of which one-third vested on December 1, 2025, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2026 and 2027 provided Ms.

Marks complies with the applicable agreements and restrictive covenants in the ICAP award agreement.

(10) The market values of restricted AB Holding Units (rounded to the nearest whole unit) set forth in this column were calculated assuming a price per AB Holding Unit of $38.48, which was the closing price on the NYSE of an AB Holding Unit on December 31, 2025, the last trading day of AB's last completed fiscal year.

The market values of EQH shares set forth in this column were calculated assuming a price per share of $47.65, which was the closing price on the NYSE of an EQH share on December 31, 2025.

2024 Annual Report 159

AllianceBernstein

Option Exercises and AB Holding Units and EQH Shares Vested in 2025

10 unchanged sentences

— — 168,758 7,498,822

Jackie Marks — — — —

Thomas Simeone

— — 2,660 110,184

Onur Erzan (2)

— — 67,749 2,858,559

Chris Hogbin — — 60,439 2,192,128

Karl Sprules — — 43,012 1,781,969

Bill Siemers — — 28,224 956,107

Mark Manley — — 10,546 436,936

Jackie Marks — — 8,945 370,598

(1) Includes 37,320 EQH shares acquired with a value of $2,053,369 that vested during 2025.

(2) Includes 3,806 EQH shares acquired with a value of $209,417 that vested during 2025 .

AllianceBernstein

Pension Benefits

Name Plan Name Number of Years of

Credited Service (2)

Present Value of

Accumulated Benefit ($) (3)

Payments During Last

Karl Sprules (1)

AB Retirement Plan 11 123,932

(1) We have provided information for Mr.

he is the only one of our NEOs who participates in the AB Retirement Plan.

For additional information regarding the AB Retirement Plan, s ee "Defined Benefit Plan" above in CD&A and Note 18 to AB's consolidated financial statements in Item 8 of this Form 10-K .

(2) Effective December 31, 2008, benefit accruals were frozen under the AB Retirement Plan.

(3) During 2024, the Compensation Committee of the AB Board of Directors approved the termination of the Retirement Plan, effective May 22, 2024.

Certain participants elected lump sum disbursements.

Sprules elected to receive a lump sum disbursement from the Retirement Plan which was distributed to him on December 3, 2024 in the amount of $123,932.

For further discussion, see "Defined Benefit Plan" above in CD&A and Note 18 to AB's consolidated financial statements in Item 8 of this Form 10-K .

Potential Payments upon Termination or Change in Control

19 unchanged sentences

— 11,499,924 22,359

Change in control — 995,327 —

Change in control + employment terminated by AB other than for cause, termination by Ms.

Marks for good reason, or termination due to death or disability 3,657,650 995,327 —

Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP;

death or disability under ICAP (7)(8)

Thomas Simeone

Change in control — 1,080,108 —

Change in control + employment terminated by AB other than for cause, termination by Mr.

Erzan for good reason, or termination due to death or disability 6,961,702 5,162,686 —

Simeone for good reason, or termination due to death or disability

2,550,000 1,080,108 —

Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP;

death or disability under ICAP;

— 5,162,686 —

excludes 2024 RSU award (7)(8)

Termination by AB without cause;

death or disability (2024 RSU award)

2025 Annual Report 161

4 unchanged sentences

Change in control + employment terminated by AB other than for cause, termination by Mr.

Hogbin for good reason, or termination due to death or disability

6,850,000 4,867,051 —

Erzan for good reason, or termination due to death or disability 7,100,000 10,607,525 —

Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP;

death or disability under ICAP;

excludes 2025 RSU award (7)(8)

— 5,422,922 —

Termination by AB without cause;

termination by Mr.

Erzan for good reason;

death or disability (2025 RSU award)

— 1,308,897 —

Change in control — 3,627,518 —

4 unchanged sentences

— 3,627,518 —

Bill Siemers (9)

Change in control — 864,869 —

Change in control + employment terminated by AB other than for cause, termination by Mr.

Manley for good reason, or termination due to death or disability

2,490,000 864,869 —

Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP;

death or disability under ICAP (7)(8)

Jackie Marks (9)

(1) It is possible that each NEO could receive a cash severance payment on the termination of his or her employment that is not contemplated in the CIC Plan.

The amounts of any such cash severance payments would be determined at the time of such termination (other than for Mr.

Bernstein), so we are unable to estimate such amounts.

therefore, we are unable to estimate such amounts.

The amounts shown for Mr.

Bernstein are described in the CEO Employment Agreement.

The amounts shown for Ms.

Hogbin, and Mr.

Sprules in the event of a change in control coupled with termination of employment are described in the CIC Plan.

The amounts shown for Messrs.

Simeone, Erzan, Sprules, and Manley in the event of a change in control coupled with termination of employment are described in the CIC Plan.

(2) See Notes 2 and 19 in AB’s consolidated financial statements in Item 8 and “Long-Term Incentive Compensation Awards” above in CD&A for a discussion of the terms set forth in long-term incentive compensation award agreements relating to termination of employment.

10 unchanged sentences

(7) “Disability” is defined in the ICAP award agreements of each NEO as the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by AB or its affiliate that covers the NEO.

(8) Applicable agreements and restrictive covenants in the ICAP award agreement include restrictions on competition and restrictions on employee and client solicitation.

Siemers resigned from his position as Interim CFO on February 29, 2024, at which point he transitioned into the role of a Senior Advisor to AB.

As a result, he was ineligible for any potential payment or benefit upon a change in control of AB as of December 31, 2024.

(8) Applicable agreements and restrictive covenants in the ICAP award agreement include confidentiality, restrictions on competition, and restrictions on employee and client solicitation.

(9) AB mutually agreed to a separation with Ms.

Marks effective March 12, 2025.

As a result, she was ineligible for any potential payment or benefit upon a change in control of AB as of December 31, 2025.

For further information, see " Outstanding Equity Awards at 2025 Fiscal Year-End " above.

AllianceBernstein

6 unchanged sentences

Retirement (1)

Disability (2)

Death or Disability (2)

Involuntary termination (no change in control) (3)

Change in control (without termination of employment) (4)

Disability (2)

Death or Disability (2)

Involuntary termination (no change in control) (3)

Change in control (without termination of employment) (4)

(1) Reflects, as of December 31, 2024 the full value of the restricted stock unit and TSR performance share awards granted by EQH to Mr.

Bernstein in 2022 and 2023.

(1) Reflects, as of December 31, 2025:

(i) the full value of the restricted stock unit and TSR performance share awards granted by EQH to Mr.

Bernstein in 2023;

and (ii) the full value of the restricted stock unit, TSR performance share, and EPS performance share awards granted by EQH to Mr.

Bernstein in 2024.

Excludes restricted stock unit, TSR performance share, and EPS performance share awards granted by EQH to Mr.

Bernstein in 2025 due to minimum vesting requirements.

(2) Reflects, as of December 31, 2024, the full value associated with awards granted by EQH to Mr.

(2) Reflects, as of December 31, 2025:

(i) the full value of the restricted stock unit and TSR performance share awards granted by EQH to Mr.

Bernstein and Mr.

restricted stock unit awards (to each officer since 2022);

TSR performance share awards (to each officer since 2022);

and EPS performance share awards (to each officer since 2024).

For additional information regarding these awards, please see the Summary Compensation Table for 2024 , Grants of Plan-based Awards in 2024 and Outstanding Equity at 2024 Fiscal Year End above in this Item 11.

(3) Reflects, as of December 31, 2024, (i) the full value of the restricted stock unit and TSR performance share awards granted by EQH to Mr.

Bernstein in 2022 and 2023, and (ii) the prorated value of the restricted stock unit and TSR performance share awards granted by EQH to Mr.

Erzan in 2023;

and (ii) the full value of the restricted stock unit, TSR performance share, and EPS performance share awards granted by EQH to Mr.

Bernstein and Mr.

Erzan in 2024 and 2025.

For additional information regarding these awards, please see the " Summary Compensation Table for 2025" , " Grants of Plan-Based Awards in 2025" and " Outstanding Equity at 2025 Fiscal Year-End" above in this Item 11.

(3) Reflects, as of December 31, 2025:

(i) the full value of the restricted stock unit and TSR performance share awards granted by EQH to Mr.

Bernstein in 2023;

(ii) the full value of the restricted stock unit, TSR performance share, and EPS performance share awards granted by EQH to Mr.

Bernstein in 2024;

(iii) the prorated value of the restricted stock unit and TSR performance share awards granted by EQH to Mr.

Erzan in 2023;

and (iv) the prorated value of the restricted stock unit, TSR performance share, and EPS performance share awards granted by EQH to Mr.

Erzan in 2024.

Restricted stock unit, TSR performance share, and EPS performance share awards granted to Mr.

1 unchanged sentence

Erzan in 2025 are excluded until a minimum of one year of vesting is reached.

(4) Reflects, as of December 31, 2024, (i) the full value of the restricted stock unit awards granted by EQH to Mr.

(4) Reflects, as of December 31, 2025:

(i) the full value of the restricted stock unit awards granted by EQH to Mr.

Bernstein and Mr.

Erzan in 2022, 2023 and 2024, and (ii) the target prorated value of 2024 TSR performance share and EPS performance share awards granted by EQH to Mr.

Erzan in 2023, 2024 and 2025;

(ii) the target prorated value of 2025 TSR performance share and EPS performance share awards granted by EQH to Mr.

Bernstein and Mr.

Erzan in 2024 and (iii) the prorated value of the TSR performance share awards granted by EQH to Mr.

Erzan in 2025;

(iii) the prorated value of the TSR performance share and EPS performance share awards granted by EQH to Mr.

Bernstein and Mr.

Erzan in 2022 and 2023, with actual and projected performance factors applied.

Erzan in 2024, with projected performance factor applied;

and (iv) the prorated value of the TSR performance share award granted by EQH to Mr.

Bernstein and Mr.

Erzan in 2023, with actual performance factor applied.

(5) Acceleration of EQH awards is contingent on the award recipient's compliance with various agreements and restrictive covenants set forth in the applicable award agreement under the EQH 2025 Long-Term Incentive Compensation Program, including protection of confidential information, non-competition, non-solicitation of employees and non-solicitation of customers.

2024 Annual Report 163

Director Compensation in 2025

2 unchanged sentences

Awards (1)(2)

Nella Domenici (3)

4,506 — 4,506

Bruce Holley 110,250 170,000 280,250

5 unchanged sentences

(1) The aggregate number of restricted AB Holding Units underlying awards outstanding but not yet distributed at December 31, 2025, was:

Domenici, zero AB Holding Units as she departed the Board in January of 2024;

Holley, 7,581 AB Holding Units;

4 unchanged sentences

Walthall, 9,254 AB Holding Units.

2025 Annual Report 163

(2) Reflects the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718.

For the assumptions made in determining these values, see Note 19 to AB’s consolidated financial statements in Item 8 .

Domenici resigned from her position as Director effective January 16, 2024.

Independent Director Compensation Elements

19 unchanged sentences

The date of the May meeting is set by the Board at least a year in advance.

AllianceBernstein

The General Partner may reimburse any director for reasonable expenses incurred in connection with attendance at Board meetings as well as additional Board responsibilities.

5 unchanged sentences

As of December 31, 2025, each Independent Director then serving either complied with this policy or was on track to do so within the allotted time.

2024 Annual Report 165

AllianceBernstein

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

30 unchanged sentences

As of December 31, 2025, AB Holding was the record owner of 92,284,367, or 31.4%, of the issued and outstanding AB Units (or 31.1% including the 1.0% general partnership interest held by EQH).

AllianceBernstein

2025 Annual Report 165

As of December 31, 2025, the beneficial ownership of AB Holding Units by each director and NEO of the General Partner and by all directors and executive officers as a group is as follows:

5 unchanged sentences

Onur Erzan (1)(3)

Christopher Hogbin (4)

Bruce Holley 9,245 *

Jeffrey Hurd (1)

Daniel Kaye (1)

1 unchanged sentence

Nick Lane (1)

Alexis Luckey (1)(4)

Mark Manley (1)(5)

Jackie Marks (6)

Das Narayandas 44,921 *

Mark Pearson (1)

Bill Siemers (1)(7)

Robin Raju (1)

Thomas Simeone (1)(6)

Cathy Spencer (9)

Karl Sprules (1)(7)

6 unchanged sentences

Lamm-Tennant and Messrs.

Bernstein, Hurd, Kaye, Lane, Pearson and Stonehill, each is a director and/or officer of EQH, Equitable Financial and/or Equitable America.

Bernstein, Erzan, Sprules and Siemers each is a director and/or officer of the General Partner.

(2) Includes 503,090 restricted AB Holding Units that have not yet vested or with respect to which Mr.

Bernstein, Kaye, Lane, Pearson, Raju, and Stonehill, each is a director and/or officer of EQH, Equitable Financial and/or Equitable America.

Luckey and Messrs.

Bernstein, Erzan, Sprules, Simeone and Manley each is a director and/or officer of the General Partner.

(2) Includes 597,308 restric ted AB Holding Units granted to Mr.

Bernstein that have not yet vested or with respect to which Mr.

Bernstein has deferred delivery.

5 unchanged sentences

Erzan's long-term incentive compensation awards, see "Grants of Plan-Based Awards in 2025” and “Outstanding Equity Awards at 2025 Fiscal Year-End” in Item 11 .

(4) Includes 224,199 restricted AB Holding Units that have not yet vested or with respect to which Mr.

Hogbin has deferred delivery.

For information regarding Mr.

Hogbin's long-term incentive compensation awards, see “Grants of Plan-based Awards in 2024” and “Outstanding Equity Awards at 2024 Fiscal Year-End” in Item 11 .

(5) Includes 21,954 restricted AB Holding Units granted to Mr.

Manley that have not yet vested.

For information regarding Mr.

Manley's long- term incentive compensation awards, see “Grants of Plan-based Awards in 2024” and “Outstanding Equity Awards at 2024 Fiscal Year- End” in Item 11 .

(4) Includes 7,903 restricted AB Holding Units granted to Ms.

Marks that have not yet vested.

For information regarding Ms.

Marks's long- term incentive compensation awards, see "Grants of Plan-based Awards in 2024” and “Outstanding Equity Awards at 2024 Fiscal Year- End” in Item 11 .

Luckey that have not yet vested.

(5) Includes 26,298 restricted AB Holding Units granted to Mr.

Siemers that have not yet vested.

Siemers resigned from his position as Interim CFO on February 29, 2024, at which point he transitioned into the role of a Senior Advisor to AB.

Manley that have not yet vested or with respect to which Mr.

Manley has deferred delivery.

For information regarding Mr.

Siemers's long-term incentive compensation awards, see “Outstanding Equity Awards at 2024 Fiscal Year-End” in Item 11 .

Manley's long-term incentive compensation awards, see “Grants of Plan-Based Awards in 2025” and “Outstanding Equity Awards at 2025 Fiscal Year-End” in Item 11 .

(6) Includes 28,069 restricted AB Holding Units granted to Mr.

Simeone that have not yet vested.

For information regarding Mr.Simeone's long- term incentive compensation awards, see “Grants of Plan-based Awards in 2024” and “Outstanding Equity Awards at 2024 Fiscal Year- End” in Item 11 .

2024 Annual Report 167

(9) Includes 32,716 restricted AB Holding Units granted to Ms.

Spencer that have not yet vested.

For information regarding Ms.

Spencer's long- term incentive compensation awards, see "Grants of Plan-based Awards in 2024” and “Outstanding Equity Awards at 2024 Fiscal Year- End” in Item 11 .

For information regarding Mr.

Simeone's long-term incentive compensation awards, see "Grants of Plan-Based Awards in 2025” and “Outstanding Equity Awards at 2025 Fiscal Year-End” in Item 11 .

(7) Includes 94,270 restricted AB Holding Units granted to Mr.

4 unchanged sentences

As of December 31, 2025, our directors and executive officers did not beneficially own any AB Units.

AllianceBernstein

As of December 31, 2025, the beneficial ownership of the common stock of EQH by each director and named executive officer of the General Partner and by all directors and executive officers as a group is as follows:

3 unchanged sentences

Ownership Percent of Class

Joan Lamm-Tennant 42,463 *

Seth Bernstein (1)

Jeffrey Hurd (2)

Onur Erzan (2)

Bruce Holley — *

Daniel Kaye 55,686 *

Joan Lamm-Tennant 47,891 *

Nick Lane (3)

Alexis Luckey — *

Mark Manley — *

Das Narayandas — *

Mark Pearson (4)

Robin Raju (5)

Thomas Simeone — *

Karl Sprules — *

Charles Stonehill 37,457 *

Todd Walthall — *

Onur Erzan (5)

Chris Hogbin — *

Mark Manley — *

Jackie Marks — *

Bill Siemers — *

Cathy Spencer — *

Karl Sprules — *

All directors and executive officers as a group (15 persons) (6)

2 unchanged sentences

Bernstein has the right to exercise within 60 days and (ii) 10,309 restricted stock units that will vest within 60 days and settle in EQH shares.

(2) Includes (i) 209,833 options Mr.

Hurd has the right to exercise within 60 days and (ii) 28,520 restricted stock units that will vest within 60 days and settle in EQH shares.

(2) Includes (i) zero options Mr.

Erzan has the right to exercise within 60 days and (ii) 1,107 restricted stock units that will vest within 60 days and settle in EQH shares.

(3) Includes (i) 44,417 options Mr.

3 unchanged sentences

(5) Includes (i) zero options Mr.

Erzan has the right to exercise within 60 days and (ii) 1,249 restricted stock units that will vest within 60 days and settle in EQH shares.

Raju has the right to exercise within 60 days and (ii) 29,746 restricted stock units that will vest within 60 days and settle in EQH shares.

(6) Includes 234,817 options that may be exercised and 197,721 restricted stock units that will vest within 60 days and settle in EQH shares for the directors and executive officers as a group.

AllianceBernstein

2025 Annual Report 167

Partnership Matters

23 unchanged sentences

However, the Delaware courts

2024 Annual Report 169

AllianceBernstein

have required that a partnership agreement make clear the intent of the parties to displace otherwise applicable fiduciary duties (the otherwise applicable fiduciary duties often being referred to as “default” fiduciary duties).

13 unchanged sentences

Compensation and benefits for all of our employees is established in accordance with our people practices, taking into consideration the defined qualifications, responsibilities and nature of the role.

On March 14, 2025 the Board of Directors established a Special Committee for the sole purpose of considering a recommendation to AB Holding Unitholders in regard to the EQH tender offer which commenced on February 4, 2025.

On March 14, 2025, the Special Committee met and determined it was appropriate not to make a recommendation to AB Holding Unitholders regarding their decision to tender into the offer.

Financial Arrangements with EQH Affiliates

The General Partner has, in its reasonable and good faith judgment (based on its knowledge of, and inquiry with respect to, comparable arrangements with or between unaffiliated parties), approved the following arrangements with EQH Affiliates as being comparable to, or more favorable to AB than, those that would prevail in a transaction with an unaffiliated party.

AllianceBernstein

2025 Annual Report 169

See Note 12 Debt to AB’s consolidated financial statements in Item 8 for disclosures related to our credit facility with EQH.

37 unchanged sentences

In addition, the Audit Committee has delegated to its chairman the ability to approve any permissible non-audit engagement where the fees are expected to be less than $100,000.

2024 Annual Report 171

AllianceBernstein

Exhibits, Financial Statement Schedules

30 unchanged sentences

10.06 Summary of AB's Lease at 66 Hudson Boulevard, New York, New York .

AllianceBernstein

2025 Annual Report 171

Exhibit Description

5 unchanged sentences

(incorporated by reference to Exhibit 10.09 to Form 10-K for the fiscal year ended December 31, 2023, as filed February 10, 2024).

10.11 Amendment and Restated Revolving Credit Agreement, originally dated October 13, 2021, amended August 5, 2025.

10.12 AllianceBernstein Change in Control Plan for Executive Officers (incorporated by reference to Exhibit 99.01 to Form 8-K, as filed December 14, 2020).*

5 unchanged sentences

10.15 Amendment No.

2 to the Credit Agreement dated as of August 30, 2024 between AllianceBernstein L.P., as borrower, and Equitable Holdings, Inc., as lender.

2 to the Credit Agreement dated as of August 30, 2024 between AllianceBernstein L.P., as borrower, and Equitable Holdings, Inc., as lender (incorporated by reference to Exhibit 10.14 to Form 10 -K, as filed February 14, 202 5 ).

10.16 Amendment No.

3 to the Credit Agreement dated as of August 30, 2024 between AllianceBernstein L.P., as borrower, and Equitable Holdings, Inc., as lender.

3 to the Credit Agreement dated as of August 30, 2024 between AllianceBernstein L.P., as borrower, and Equitable Holdings, Inc., as lender (incorporated by reference to Exhibit 10.1 5 to Form 10-K, as filed February 14, 2025).

10.17 Amendment to Seth Bernstein's Employment Agreement (incorporated by reference to Ex.

10.01 to Form 10-K for the fiscal year ended December 31, 2018, as filed February 13, 2019).*

10.17 Jackie Marks' Letter Agreement dated December 20, 2023.

(incorporated by reference to Ex.

17 to Form 10-K for the fiscal year ended December 31, 20 23 , as filed February 19 , 20 24 ).*

10.18 Amendment to the Retirement Plan for Employees of AllianceBernstein L.P., dated as of April 1, 2018 (incorporated by reference to Ex.

12 unchanged sentences

10.06 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).*

10.25 Amendment to the Retirement Plan for Employees of AllianceBernstein L.P, as of June 10, 2024.

2024 Annual Report 173

Table of Cont e n t s

Exhibit Description

10.25 Amendment to the Retirement Plan for Employees of AllianceBernstein L.P, as of June 10, 2024 (incorporated by reference to Exhibit 10.

25 to Form 10-K for fiscal year ended December 31, 202 4 , as filed February 14, 2025).*

10.26 Commercial Paper Dealer Agreement 4(a)(2) Program, dated as of June 1, 2015, between AllianceBernstein L.P., as Issuer, and Citigroup Global Markets Inc., as Dealer (incorporated by reference to Ex.

5 unchanged sentences

10.10 to Form 10-K for the fiscal year ended December 31, 2015, as filed February 11, 2016).

AllianceBernstein

Exhibit Description

10.29 Investment Advisory and Management Agreement for the General Account of Equitable Financial Life Insurance Company (incorporated by reference to Ex.

2 unchanged sentences

(a)(6) to Form 10-Q/A for the fiscal quarter ended September 30, 1999, as filed September 28, 2000).

10.31 Transaction agreement amendment between CarVal Investors, AB Holding and AB dated December 18, 2024 .

10.32 Master Exchange Agreement between Alliancebernstein L.P and Equitable Holdings, Inc ., dated December 19, 2024.

10.31 Transaction agreement amendment between CarVal Investors, AB Holding and AB dated December 18, 2024 (incorporated by reference to Exhibit 10.

31 to Form 10-K for the f iscal year ended December 31, 2024, as filed February 14, 2025).*

10.32 Master Exchange Agreement between Alliance B ernstein L.P and Equitable Holdings, Inc., dated December 19, 2024.

(incorporated by reference to Ex.

10.1 to Form 8-K, as filed December 19, 2024).

10.33 Purchase agreement between Alliancebernstein L.P and Equitable Holdings, Inc., dated December 19, 2024.

10.33 Purchase agreement between Alliance B ernstein L.P and Equitable Holdings, Inc., dated December 19, 2024.

(incorporated by reference to Ex.10.2 to Form 8-K, as filed December 19, 2024).

10.34 Amended and Restated Master Exchange Agreement between Alliance B ernstein L.P and Equitable Holdings, Inc., dated July 10, 2025.

19.01 AB Insider Trading Policy.

2 unchanged sentences

31.01 Certification of Seth Bernstein furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02 Certification of Jackie Marks furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02 Certification of Tom Simeone furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01 Certification of Seth Bernstein furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.02 Certification of Jackie Marks furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.

32.02 Certification of Tom Simeone furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

11 unchanged sentences

Form 10-K Summary

AllianceBernstein

2025 Annual Report 173

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

3 unchanged sentences

Seth Bernstein

President & Chief Executive Officer

Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

February 14, 2025 /s/ Jackie Marks

Chief Financial Officer

February 12, 2026 /s/ Thomas Simeone

Thomas Simeone

Controller & Chief Accounting Officer

2024 Annual Report 175

Chief Financial Officer

February 12, 2026 /s/ Alexis Luckey

Alexis Luckey

Chief Accounting Officer

AllianceBernstein

/s/ Seth Bernstein /s/ Joan Lamm-Tennant

Seth Bernstein Joan Lamm-Tennant

President & Chief Executive Officer Chair of the Board

/s/ Bruce Holley /s/ Jeffrey Hurd

Bruce Holley Jeffrey Hurd

Chief Executive Officer Chair of the Board

/s/ Bruce Holley /s/ Daniel Kaye

Bruce Holley Daniel Kaye

Director Director

/s/ Daniel Kaye /s/ Nick Lane

Daniel Kaye Nick Lane

/s/ Nick Lane /s/ Das Narayandas

Nick Lane Das Narayandas

Director Director

/s/ Das Narayandas /s/ Mark Pearson

Das Narayandas Mark Pearson

/s/ Mark Pearson /s/ Robin Raju

Mark Pearson Robin Raju

Director Director

2 unchanged sentences

Director Director

AllianceBernstein

2025 Annual Report 175

AllianceBernstein L.P.

10 unchanged sentences

(b) Includes accounts written-off as uncollectible of $ 577 .

2024 Annual Report 177

AllianceBernstein

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 9A. Controls and Procedures