Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) designed to provide reasonable assurance that the information required to be reported in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in and pursuant to U.S. Securities and Exchange Commission (“SEC”) regulations, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding the required disclosure. It should be noted that, because of inherent limitations, our Company’s disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal chief executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at a reasonable level of assurance as of December 31, 2025.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter of the year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
The Company’s internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America, and includes those policies and procedures that:
• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management, with the participation of our principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, the Company’s management used the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on management’s assessment and those criteria, we conclude that, as of December 31, 2025, the Company’s internal control over financial reporting is effective.
PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.
Item 9B. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2025, no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III.
Item 10. Directors, Executive Officers and Corporate Governance
The following portions of the Proxy Statement are incorporated herein by reference:
• information included under the caption “Corporate Governance-Item 1-Election of the Eight Director Nominees Named Below”;
• information included under the caption “Information About the Annual Meeting and Voting-Requirements and Deadlines for Submission of Shareholder Proposals or Nomination of Directors for the 2027 Annual Meeting”;
• information under the caption “Corporate Governance-Corporate Governance Documents and Policies-Codes of Conduct”;
• information under the caption “Corporate Governance-Corporate Governance Documents and Policies- Insider Trading Policies ”;
• information under the caption “Corporate Governance-Corporate Governance Documents and Policies-Hedging Policy”;
• information under the caption “Corporate Governance-Year-Round Review of Board Composition and Succession”;
• information included under the caption “Corporate Governance-Committees of the Board”;
• information included under the caption “Corporate Governance-Committees of the Board-Board Committee Responsibilities - Audit and Risk Committee”;
• information included under the caption “Corporate Governance-Committees of the Board-Board Committee Responsibilities - Audit and Risk Committee - Audit Committee Financial Experts”; and
• information under the caption “Delinquent Section 16(a) Reports”.
EXECUTIVE LEADERSHIP TEAM
Set forth below is a list of the members of our Executive Leadership Team as of the date this Annual Report on Form 10-K has been filed with the SEC. Also included in this list is Dawn M. Brockman, our principal accounting officer. Each such person’s age is indicated by the number in parentheses next to his or her name.
Each individual with an asterisk next to his or her name has been designated as an “executive officer” for purposes of the Exchange Act. None of the below individuals have any family relationship with any other member of the Executive Leadership Team or our principal accounting officer, and none of such individuals became a member of the Executive Leadership Team pursuant to any arrangement or understanding with any other person. Each executive officer has been elected to serve until the next annual election of officers or until his or her successor is elected and qualified.
*James M. Cracchiolo-Chairman and Chief Executive Officer, Ameriprise Financial
Mr. Cracchiolo (67) has been our Chairman and Chief Executive Officer since September 2005 when the Company completed its spinoff from American Express. Prior to his current role, Mr. Cracchiolo held a number of senior-level positions at American Express, including group president of American Express Global Financial Services (2000 - 2005); CEO and president of American Express Financial Corporation (AEFC) (2000 - 2005) and chairman of AEFC (2001 - 2005); chairman of American Express Bank Ltd. (2000 - 2005); president and CEO of Travel Related Services International (TRS) (1998 - 2000); president of Global Network Services (1997 -1998); senior vice president of TRS Quality, Global Reengineering (1993 - 1997); and executive vice president and chief financial officer of Shearson Lehman Brothers (then a unit of American Express) (1990 - 1993). In addition, Mr. Cracchiolo previously served on the boards of directors of the American Council of Life Insurers, the Financial Services Roundtable and on the board of advisors to the March of Dimes Foundation.
*Walter S. Berman-Executive Vice President and Chief Financial Officer
Mr. Berman (83) has been our Executive Vice President and Chief Financial Officer since September 2005. Prior to that, Mr. Berman served as Executive Vice President and Chief Financial Officer of AEFC, a position he held since January 2003. From April 2001 to January 2004, Mr. Berman served as Corporate Treasurer of American Express.
Kelli A. Hunter Petruzillo-Executive Vice President of Human Resources
Ms. Hunter Petruzillo (64) has been our Executive Vice President of Human Resources since September 2005. Prior to that, Ms. Hunter Petruzillo served as Executive Vice President of Human Resources of AEFC since joining our company in June 2005. Prior to joining AEFC, Ms. Hunter Petruzillo was Senior Vice President-Global Human Capital for Crown Castle International Corporation in Houston, Texas. Prior to that, she held a variety of senior level positions in human resources for Software Spectrum, Inc., Mary Kay, Inc., as well as Morgan Stanley Inc. and Bankers Trust New York Corporation.
*Dawn M. Brockman-Senior Vice President and Corporate Controller (Principal Accounting Officer)
Ms. Brockman (53) has been our Senior Vice President and Controller since September 2022, and previously was Interim Controller from July 2022 until September 2022. Prior to that, Ms. Brockman served as Vice President Finance - Controllership since November 2019 until July 2022 and the Vice President Finance - Advice & Wealth Management from October 2013 to November 2019. Ms. Brockman joined Ameriprise in 1994.
155
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Ameriprise Financial, Inc.
Deirdre D. McGraw-Executive Vice President-Marketing, Communications and Community Relations
Ms. McGraw (55) has been our Executive Vice President-Marketing, Communications and Community Relations since May 2014. Previously, Ms. McGraw served as Executive Vice President, Corporate Communications and Community Relations since February 2010. Prior to that, Ms. McGraw served as Senior Vice President-Corporate Communications and Community Relations since February 2007 and as Vice President-Corporate Communications since May 2006. Prior thereto, Ms. McGraw served as Vice President-Business Planning and Communications for the Group President, Global Financial Services at American Express.
*Gerard Smyth-Executive Vice President and Chief Information Officer
Mr. Smyth (64) has been our Chief Information Officer since August 2020. Prior to that date, Mr. Smyth served as Executive Vice President-Technology for Ameriprise’s AWM Business since August 2013. Prior to joining Ameriprise in 2002, he held senior delivery and architectural roles with American Express, the Australian Stock Exchange and Qantas Airways. He has a bachelor’s degree in electronics engineering from Imperial College London and an MBA from the University of Sydney.
*Heather J. Melloh-Executive Vice President and General Counse l
Ms. Melloh (54) has been our Executive Vice President - General Counsel since June 2022. Ms. Melloh previously served as Senior Vice President & Assistant General Counsel since January 2020 to June 2022. From January 2017 until January 2020, Ms. Melloh was Vice President & Lead Chief Counsel. Ms. Melloh joined Ameriprise in 2005 and had previously been a partner at the law firm of Dorsey & Whitney, LLP in Minneapolis. She is active as a leader in many industry groups.
Patrick H. O’Connell-Executive Vice President, Ameriprise Advisor Group & Ameriprise Financial Institutions Group
Mr. O'Connell (56) has been our Executive Vice President of the Ameriprise Advisor Group since February 2013. He assumed additional responsibility for the Ameriprise Financial Institutions Group in 2017 following the Company’s purchase of Investment Professionals, Inc. (IPI). In 2022. Mr. O’Connell began to also oversee Experienced Advisor Recruiting for the Company. Prior to 2013, he was Senior Vice President for the employee advisor business in the eastern half of the United States and held a variety of senior leadership positions within the Company. Mr. O'Connell earned his M.B.A. and B.S. from Widener University and is a Certified Financial Planner ® professional.
*Joseph E. Sweeney-President-Advice & Wealth Management, Products and Service Delivery
Mr. Sweeney (64) has been our President-Advice & Wealth Management, Products and Service Delivery since June 2012. Prior to that time, Mr. Sweeney served as President-Advice & Wealth Management, Products and Services since May 2009 and as President-Financial Planning, Products and Services since 2005. Prior to that, Mr. Sweeney served as Senior Vice President and General Manager of Banking, Brokerage and Managed Products of AEFC since April 2002. Prior thereto, he served as Senior Vice President and Head, Business Transformation, Global Financial Services of American Express from March 2001 until April 2002. Mr. Sweeney is on the board of directors of the Securities Industry and Financial Markets Association and the American Securities Association. Mr. Sweeney has decided to retire from the Company on April 3, 2026.
William J. (Bill) Williams-Executive Vice President, Ameriprise Franchise Group
Mr. Williams (58) has been our Executive Vice President, Ameriprise Franchise Group since February 2013. Mr. Williams joined Ameriprise in 1989 as an advisor. Mr. Williams has held a number of management roles within Ameriprise before assuming his current position. Mr. Williams is a graduate of Bentley University with a B.A. in Finance.
*Gumer Alvero-President-Insurance & Annuities
Mr. Alvero (58) has been our President - Insurance and Annuities since February 2022. Mr. Alvero previously served as Executive Vice President and General Manager -Insurance and Annuities from April 2021 to February 2022 and Executive Vice President and General Manager - Annuities from April 2010 to April 2021. Mr. Alvero joined Ameriprise in 1989. He earned a B.S. in business from the University of Minnesota.
* William Davies-Executive Vice President and Global Chief Investment Officer
Mr. Davies (62) has been our Executive Vice President and Global Chief Investment Officer since February 2022. Mr. Davies previously served as Global Head of Equities from July 2017 until February 2022. Mr. Davies joined Threadneedle Asset Management Limited at its inception in 1994 and previously held roles as head of EMEA equities, head of global equities and head of European equities. He has been a member of the investment community since 1985 and earned a B.A. in economics from Exeter University.
David Logan-Head of EMEA and Global Business Operations, Columbia Threadneedle Investments
Mr. Logan (56) has been our Head of EMEA and Global Business Operations for Columbia Threadneedle Investments since November 2023. Prior to that time, Mr. Logan had served as Global Chief Operating Officer at Columbia Threadneedle Investments since November 2021. Prior to that, Mr. Logan served as Head of Distribution from 2016 to 2021 and as Chief Operating Officer, EMEA from 2014 to 2016 for BMO Global Asset Management. He has worked in the financial services industry since 1994 and earned a B.A. in accounting and economics and is a member of the Institute of Chartered Accountants in Scotland.
156
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Ameriprise Financial, Inc.
*William F. (Ted) Truscott-CEO-Global Asset Management
Mr. Truscott (65) has been our CEO - Global Asset Management since September 2012. Prior to that time, Mr. Truscott had served as CEO - U.S. Asset Management and President, Annuities since May 2010, as President - U.S. Asset Management, Annuities and Chief Investment Officer since February 2008 and as President - U.S. Asset Management and Chief Investment Officer since September 2005. Prior to that, Mr. Truscott served as Senior Vice President and Chief Investment Officer of AEFC, a position he held since he joined the Company in September 2001.
CORPORATE GOVERNANCE
We have adopted a set of Corporate Governance Principles and Categorical Standards of Director Independence which, together with the charters of the three standing committees of the Board of Directors (Audit and Risk; Compensation and Benefits; and Nominating and Governance) and our Code of Conduct (which constitutes the Company’s code of ethics), provide the framework for the governance of our company. A complete copy of our Corporate Governance Guidelines and Categorical Standards of Director Independence, the charters of each of the Board committees, the Code of Conduct (which applies not only to our Chief Executive Officer, Chief Financial Officer and Controller, but also to all other employees of our company) and the Code of Business Conduct for the Members of the Board of Directors may be found by clicking the “Corporate Governance” link found on our Investor Relations website at ir.ameriprise.com. You may also access our Investor Relations website through our main website at ameriprise.com by clicking on the “Investor Relations” link, which is located at the bottom of the page. (Information from such sites is not incorporated by reference into this report.) You may also obtain free copies of these materials by writing to our Corporate Secretary at our principal executive offices.
Item 11. Executive Compensation
The following portions of the Proxy Statement are incorporated herein by reference:
• information under the caption “Corporate Governance-Committees of the Board-Board Committee Responsibilities - Compensation and Benefits Committee-Compensation Committee Interlocks and Insider Participation”;
• information included under the caption “Report of the Compensation and Benefits Committee”;
• information included under the captions “Compensation Discussion and Analysis” and “Compensation Tables” (other than under the heading “Pay Versus Performance”), and
• information included under the caption “Compensation of Directors.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information (a) (b) (c)
Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) – shares
Equity compensation plans approved by security holders
2,469,848 (1) $ 237.73 11,652,264
Equity compensation plans not approved by security holders
2,565,369 (2) — 1,113,503 (3)
Total 5,035,217 $ 237.73 12,765,767
(1) Includes 1,045,059 share units subject to vesting per the terms of the applicable plan which could result in the issuance of common stock. As the terms of these share based awards do not provide for an exercise price, they have been excluded from the weighted average exercise price in column B. The maximum number of PSUs that could be earned under outstanding PSU grants is reflected but will not necessarily be earned subject to performance conditions.
(2) Includes 2,565,369 share units subject to vesting per the terms of the applicable plans which could result in the issuance of common stock. For additional information on the Company’s equity compensation plans see Note 20 — Share-Based Compensation to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. The non-shareholder approved plans consist of the Ameriprise Advisor Group Deferred Compensation Plan and the Ameriprise Financial Franchise Advisor Deferred Compensation Plan.
(3) Consists of 448,963 shares of common stock issuable under the Ameriprise Advisor Group Deferred Compensation Plan, and 664,540 shares of common stock issuable under the Ameriprise Financial Franchise Advisor Deferred Compensation Plan.
Descriptions of our equity compensation plans can be found in Note 20 to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. Information concerning the market for our common shares and our shareholders can be found in Part II, Item 5 of this Annual Report on Form 10-K. The information included under the caption “Ownership of Our Common Shares” in the Proxy Statement is incorporated herein by reference.
157
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Ameriprise Financial, Inc.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information under the captions “Corporate Governance-Director Experience and Qualifications-Board Independence,” “Corporate Governance-Director Experience and Qualifications-Board Independence Committee Independence” and “Certain Transactions” in the Proxy Statement is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information set forth under the heading “Item 3-Ratification of the Appointment of our Independent Registered Public Accounting Firm”, “-Independent Registered Public Accounting Firm Fees”; “-Services to Associated Organizations”; and “-Policy on Pre-Approval of Services Provided by Independent Registered Public Accounting Firm,” in the Proxy Statement is incorporated herein by reference.
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Ameriprise Financial, Inc.
PART IV.
Item 15. Exhibits and Financial Statement Schedules
(a) 1.
Financial Statements:
The information required herein has been provided in Item 8, which is incorporated herein by reference.
2. Financial schedules required to be filed by Item 8 of this form, and by Item 15(b):
Schedule I-Condensed Financial Information of Registrant (Parent Company Only)
Condensed Statements of Operations – December 31, 2025, 2024 and 2023
166
Condensed Balance Sheets - December 31, 2025 and 2024
167
Condensed Statements of Cash Flows – December 31, 2025, 2024 and 2023
168
Notes to Condensed Financial Information of Registrant
169
All other financial schedules are not required under the related instructions, or are inapplicable and therefore have been omitted.
3. Exhibits:
Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.
The following exhibits are filed as part of this Annual Report on Form 10-K. The exhibit numbers followed by an asterisk (*) indicate exhibits electronically filed herewith. All other exhibit numbers indicate exhibits previously filed and are hereby incorporated herein by reference.
Exhibit
Description
3.1
Amended Restated Certificate of Incorporation of Ameriprise Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, File No. 1-32525, filed on May 1, 2014).
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, File No. 1-32525, filed on April 26, 2024).
3.3
Amended and Restated Bylaws of Ameriprise Financial, Inc. (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025).
4.1
Description of Securities (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K, File No. 1-32525 filed on February 26, 2020).
4.2
Form of Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to Form 10 Registration Statement, File No. 1-32525, filed on August 19, 2005).
Other instruments defining the rights of holders of long-term debt securities of the registrant are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The registrant agrees to furnish copies of these instruments to the SEC upon request.
4.3
Indenture dated as of October 5, 2005, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4(a) to the Registration Statement on Form S-3, File No. 333-128834, filed on October 5, 2005).
4.4
Indenture dated as of May 5, 2006, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4.A to the Registration Statement on Form S-3ASR, File No. 333-133860, filed on May 5, 2006).
4.5
Junior Subordinated Debt Indenture, dated as of May 5, 2006, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4.C to the Registration Statement on Form S-3ASR, File No. 333-133860, filed on May 5, 2006).
4.6
Subordinated Debt Indenture, dated as of May 5, 2006, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4.B to the Registration Statement on Form S-3ASR, File No. 333-133860, filed on May 5, 2006).
159
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Ameriprise Financial, Inc.
Exhibit
Description
10.1
Amendment to Amend and Restate Credit Agreement as the Fifth Amended and Restated Credit Agreement, dated as of November 25, 2024, among Ameriprise Financial, Inc., as Borrower, the lenders party thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender and Issuing Lender, Bank of America, N.A. and Citibank, N.A. as Co-Syndication Agents, and Barclays Bank PLC, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and U.S. Bank National Association as Co-Documentation Agents, and Wells Fargo Securities, LLC, BofA Securities, Inc. and CitiGroup Global Markets Inc. as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 1-32525, filed on November 26, 2024).
10.2 †
Ameriprise Financial 2005 Incentive Compensation Plan, as amended and restated effective April 30, 2014 (incorporated by reference to Exhibit B to the Proxy Statement for the Annual Meeting of Shareholders held on April 30, 2014, File No. 001-32525, filed on March 17, 2014).
10.3 †
Ameriprise Financial 2005 Incentive Compensation Plan, as amended and restated (for awards made after April 26, 2023) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K File No. 1-32525, filed on April 28, 2023).
10.4 †
Ameriprise Financial Deferred Compensation Plan, as amended and restated effective January 1, 2012 (incorporated by reference to Exhibit 10.3 of the Annual Report on Form 10-K, File No. 1-32525, filed on February 24, 2012).
10.5 †
Ameriprise Financial Supplemental Retirement Plan, as amended and restated effective October 3, 2017 (incorporated by reference to Exhibit 10.4 of the Annual Report on Form 10-K, File No. 1-32525, filed on February 23, 2018).
10.6 †
Ameriprise Financial Form of Award Certificate — Non-Qualified Stock Option Award (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.7 †
Ameriprise Financial Form of Award Certificate — Restricted Stock Award (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.8 †
Ameriprise Financial Form of Award Certificate — Restricted Stock Unit Award (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.9 *†
Ameriprise Financial, Inc. 2026 Global Long-Term Incentive Award Program Guide
10.10 *†
Senior Executive 2026 Global Long-Term Incentive Award Program Guide
10.1 1 *†
Ameriprise Financial, Inc. Performance Cash Unit Supplement to the 2026 Global Long-Term Incentive Award Program Guide
10.12 †
Ameriprise Financial Form of Award Certificate — Performance Cash Unit Plan Award (incorporated by reference to Exhibit 10.12 of the Annual Report on Form 10-K File No. 1-32525, filed on February 25, 2016).
10.13 †
Ameriprise Financial, Inc Performance Share Unit Supplement to the Global Long-Term Incentive Award Program Guide (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025).
10.14 †
Ameriprise Financial Form of Award Certificate — Performance Share Unit Plan Award (incorporated by reference to Exhibit 10.14 of the Annual Report on Form 10-K File No. 1-32525, filed on February 25, 2016).
10.15 †
Ameriprise Financial Deferred Share Plan for Outside Directors, as amended and restated effective December 3, 2014 (incorporated by reference to Exhibit 10.15 of the Annual Report on Form 10-K File No. 1-32525, filed on February 24, 2015).
10.16 †
CEO Security and Compensation Arrangements (incorporated by reference to Item 1.01 of the Current Report on Form 8-K, File No. 1-32525, filed on October 31, 2005).
10.17 †
Ameriprise Financial Senior Executive Severance Plan, as amended and restated effective January 1, 2012 (incorporated by reference to Exhibit 10.17 of the Annual Report on Form 10-K, File No. 1-32525, filed on February 24, 2012).
10.18 †
First Amendment to the Ameriprise Financial Senior Executive Severance Plan (incorporated by reference to Exhibit 10.40 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024).
10.19 †
Form of Indemnification Agreement for directors, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer and any other officers designated by the Chief Executive Officer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 1-32525, filed on April 26, 2012).
10.20 †
Ameriprise Financial Global Annual Incentive Award Plan, as amended and restated as of January 1, 2025 (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025).
10.21 †
Threadneedle Deferral Plan (as amended and restated effective January 1, 2025) (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025).
10.22 †
Deferred Stock Unit Award Certificate - Threadneedle Deferral Plan (incorporated by reference to Exhibit 10.26 of the Annual Report on Form 10-K File No. 1-32525, filed on February 25, 2022).
10.23 †
Form of Deferred Stock Unit Award - Threadneedle Deferral Plan (incorporated by reference to Exhibit 10.27 of the Annual Report on Form 10-K File No. 1-32525, filed on February 25, 2022).
10.24 †
Severance Plan for William Davies (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q File No. 1-32525, filed on May 2, 2023).
160
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Ameriprise Financial, Inc.
Exhibit
Description
10.25 †
Deferred Stock Unit Award Certificate - Threadneedle Deferral Plan (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q File No. 1-32525, filed on August 8, 2023).
10.26 †
Deferred Stock Option Award Certificate - Threadneedle Deferral Plan (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q File No. 1-32525, filed on August 8, 2023).
10.27 †
Form of Deferred Stock Option Award - Threadneedle Deferral Plan (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q File No. 1-32525, filed on August 8, 2023).
10.28 †
Threadneedle Deferral Plan Deferred Stock Unit and Deferred Stock Option Programme Guide (incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025).
10.29 †
Ameriprise Financial Form of Award Certificate - EMEA Performance Share Unit Plan Award (incorporated by reference to Exhibit 10.8 of the Quarterly Report on Form 10-Q File No. 1-32525, filed on August 8, 2023).
10.30 †
Ameriprise Financial Form of Award Certificate - EMEA Performance Share Unit Plan Award (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024).
10.31 †
Ameriprise Financial Form of Award Certificate - Performance Cash Unit Award (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024).
10.32 †
Ameriprise Financial Form of Award Certificate - Performance Share Unit Award (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024).
10.33 †
Ameriprise Financial Form of Award Certificate - Restricted Stock Award (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024).
10.34 †
Ameriprise Financial Form of Award Certificate - Restricted Stock Unit Award (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024).
10.35 †
Ameriprise Financial Form of Award Certificate - Non-Qualified Stock Option Award (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024).
10.36 †
Ameriprise Financial Form of Award Certificate - Performance Cash Unit Award (for grants after January 1, 2025) (incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025).
10.37 †
Ameriprise Financial Form of Award Certificate - Performance Share Unit Award (for grants after January 1, 2025) (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025).
10.38 †
Ameriprise Financial Form of Award Certificate - Restricted Stock Unit Award (for grants after January 1, 2025) (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025).
10.39 †
Ameriprise Financial Form of Award Certificate - Non-Qualified Stock Option Award (for grants after January 1, 2025) (incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025).
1 0. 40 *†
Ameriprise Financial Form of Award Certificate - Performance Cash Unit Award (for grants after January 1, 2026)
10. 4 1 *†
Ameriprise Financial Form of Award Certificate - Performance Share Unit Award Certificate (for grants after January 1, 2026)
10.4 2 *†
Ameriprise Financial Form of Award Certificate - Restricted Stock Unit Award Certificate (for grants after January 1, 2026)
10.4 3 *†
Ameriprise Financial Form of Award Certificate - Non-Qualified Stock Option Award Certificate (for grants after January 1, 2026)
10.44 †
Deferred Stock Unit Award Certificate - Threadneedle Deferral Plan (for grants after January 1, 2025) (incorporated by reference to Exhibit 10.39 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025).
10.45 †
Deferred Stock Option Award Certificate - Threadneedle Deferral Plan (for grants after January 1, 2025) (incorporated by reference to Exhibit 10.40 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025).
13 *
Portions of the Ameriprise Financial, Inc. 2025 Annual Report to Shareholders, which are furnished solely for the information of the SEC and are not to be deemed “filed.”
19.1
Securities Trading Policy for Directors, Section 16 Officers and Executive Leadership Team (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K, file No. 1-32525, filed on February 20, 2025).
19.2
Enterprise Securities Trading Policies (incorporated by reference to Exhibit 19.2 to the Annual Report on Form 10-K, file No. 1-32525, filed on February 20, 2025).
21 *
Subsidiaries of Ameriprise Financial, Inc.
161
Index
Ameriprise Financial, Inc.
Exhibit
Description
23 *
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
24 *
Powers of attorney
31.1 *
Certification of James M. Cracchiolo pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2 *
Certification of Walter S. Berman pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32 *
Certification of James M. Cracchiolo and Walter S. Berman pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
Ameriprise Financial, Inc. Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K File No. 1-32525, filed on February 22, 2024).
101
The following materials from Ameriprise Financial, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023; (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Balance Sheets at December 31, 2025 and 2024; (iv) Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (vi) Notes to the Consolidated Financial Statements.
104 The cover page from Ameriprise Financial, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 is formatted in iXBRL and contained in Exhibit 101.
* Filed electronically herewith.
† Management contract or compensation plan or arrangement
Item 16. Form 10-K Summary
None.
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Index
Ameriprise Financial, Inc.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERIPRISE FINANCIAL, INC.
Registrant
Date: February 19, 2026 By /s/ Walter S. Berman
Walter S. Berman
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
Date: February 19, 2026 By /s/ James M. Cracchiolo
James M. Cracchiolo
Chairman and Chief Executive Officer
(Principal Executive Officer and Director)
Date: February 19, 2026 By /s/ Walter S. Berman
Walter S. Berman
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: February 19, 2026 By /s/ Dawn M. Brockman
Dawn M. Brockman
Senior Vice President and Controller
(Principal Accounting Officer)
Date: February 19, 2026 By /s/ Dianne Neal Blixt*
Dianne Neal Blixt
Director
Date: February 19, 2026 By /s/ Glynis Bryan*
Glynis Bryan
Director
Date: February 19, 2026 By /s/ Amy DiGeso*
Amy DiGeso
Director
Date: February 19, 2026 By /s/ Liane J. Pelletier*
Liane J. Pelletier
Director
Date: February 19, 2026 By /s/ Robert F. Sharpe, Jr.*
Robert F. Sharpe, Jr.
Director
Date: February 19, 2026 By /s/ Brian T. Shea*
Brian T. Shea
Director
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Index
Ameriprise Financial, Inc.
Date: February 19, 2026 By /s/ W. Edward Walter III*
W. Edward Walter III
Director
Date: February 19, 2026 By /s/ Christopher J. Williams*
Christopher J. Williams
Director
*By /s/ Walter S. Berman
Walter S. Berman
Executive Vice President and Chief Financial Officer
*Walter S. Berman, by signing his name hereto on the 19th day of February, 2026 does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors as Exhibit 24 to this Form 10-K, all in the capacities and on the date stated, such persons being the majority of the Directors of the Registrant.
164
Index
Ameriprise Financial, Inc.
Schedule I - Condensed Financial Information of Registrant
(Parent Company Only)
Condensed Statements of Operations - Years ended December 31, 2025, 2024 and 2023
166
Condensed Balance Sheets - December 31, 2025 and 2024
167
Condensed Statements of Cash Flows - Years ended December 31, 2025, 2024 and 2023
168
Notes to Condensed Financial Information of Registrant
169
165
Index
Ameriprise Financial, Inc.
Schedule I — Condensed Financial Information of Registrant
Condensed Statements of Operations
(Parent Company Only)
Years Ended December 31,
2025 2024
2023
(in millions)
Revenues
Net investment income $ 78 $ 94 $ 77
Other revenues 8 11 5
Total revenues 86 105 82
Banking and deposit interest expense 34 35 35
Total net revenues 52 70 47
Expenses
Distribution expenses 59 61 46
Interest and debt expense 150 144 138
General and administrative expense 253 328 306
Total expenses 462 533 490
Pretax loss before equity in earnings of subsidiaries ( 410 ) ( 463 ) ( 443 )
Income tax provision
205 182 142
Loss before equity in earnings of subsidiaries ( 615 ) ( 645 ) ( 585 )
Equity in earnings of subsidiaries, net of tax
4,178 4,046 3,141
Net income 3,563 3,401 2,556
Other comprehensive income (loss), net of tax 1,016 ( 142 ) 780
Total comprehensive income (loss)
$ 4,579 $ 3,259 $ 3,336
See Notes to Condensed Financial Information of Registrant.
166
Index
Ameriprise Financial, Inc.
Schedule I — Condensed Financial Information of Registrant
Condensed Balance Sheets
(Parent Company Only)
December 31,
2025 2024
(in millions, except share amounts)
Assets
Cash and cash equivalents $ 961 $ 844
Investments 963 921
Loans to subsidiaries 348 343
Due from subsidiaries
340 273
Receivables 20 26
Land, buildings, equipment, and software, net of accumulated depreciation of $ 707 and $ 779 , respectively
301 303
Investments in subsidiaries 8,024 6,910
Other assets 1,766 1,605
Total assets $ 12,723 $ 11,225
Liabilities and Equity
Liabilities:
Accounts payable and accrued expenses $ 1,618 $ 1,422
Due to subsidiaries 354 347
Borrowings from subsidiaries 506 756
Long-term debt 3,077 2,842
Other liabilities 619 630
Total liabilities 6,174 5,997
Equity:
Common shares ($ 0.01 par value; shares authorized, 1,250,000,000 ; shares issued, 338,058,287 and 337,729,050 , respectively)
3 3
Additional paid-in capital 10,377 10,141
Retained earnings 27,662 24,713
Treasury shares, at cost ( 246,794,407 and 241,562,357 shares, respectively)
( 30,601 ) ( 27,721 )
Accumulated other comprehensive income (loss), net of tax, including amounts applicable to equity investments in subsidiaries ( 892 ) ( 1,908 )
Total equity 6,549 5,228
Total liabilities and equity $ 12,723 $ 11,225
See Notes to Condensed Financial Information of Registrant.
167
Index
Ameriprise Financial, Inc.
Schedule I — Condensed Financial Information of Registrant
Condensed Statements of Cash Flows
(Parent Company Only)
Years Ended December 31,
2025 2024
2023
(in millions)
Cash Flows from Operating Activities
Net income $ 3,563 $ 3,401 $ 2,556
Equity in earnings of subsidiaries, net of tax
( 4,178 ) ( 4,046 ) ( 3,141 )
Dividends received from subsidiaries 4,245 3,731 3,025
Other operating activities, primarily with subsidiaries 241 422 453
Net cash provided by (used in) operating activities
3,871 3,508 2,893
Cash Flows from Investing Activities
Available-for-Sale securities:
Proceeds from sales — — 4
Maturities, sinking fund payments and calls 66 55 43
Purchases ( 73 ) ( 128 ) ( 38 )
Purchase of other investments — — ( 10 )
Proceeds from sales of land, buildings, equipment and software
2 — —
Purchase of land, buildings, equipment and software ( 47 ) ( 59 ) ( 87 )
Contributions to subsidiaries ( 330 ) ( 145 ) ( 324 )
Return of capital from subsidiaries 146 351 —
Repayment of loans to subsidiaries
3,858 3,406 1,992
Issuance of loans to subsidiaries ( 3,863 ) ( 3,260 ) ( 2,232 )
Other, net — ( 1 ) 2
Net cash provided by (used in) investing activities
( 241 ) 219 ( 650 )
Cash Flows from Financing Activities
Dividends paid to shareholders ( 596 ) ( 574 ) ( 550 )
Repurchase of common shares ( 2,907 ) ( 2,448 ) ( 2,127 )
Issuance of long-term debt, net of issuance costs
741 — 1,335
Repayments of long-term debt ( 510 ) ( 561 ) ( 760 )
Borrowings from subsidiaries 193 726 1,003
Repayments of borrowings from subsidiaries ( 472 ) ( 586 ) ( 951 )
Other, net 38 41 ( 35 )
Net cash provided by (used in) financing activities
( 3,513 ) ( 3,402 ) ( 2,085 )
Net increase (decrease) in cash and cash equivalents 117 325 158
Cash and cash equivalents at beginning of period
844 519 361
Cash and cash equivalents at end of period
$ 961 $ 844 $ 519
Supplemental Disclosures:
Interest paid on debt $ 142 $ 148 $ 129
Income taxes paid, net
343 179 233
Federal
278 147 193
State and local
65 32 40
New York
21 * 14
Other state and local
44 32 26
Non-cash dividends from subsidiaries — — 77
* The amount of income taxes paid during the year is below the required 5% disaggregation threshold.
See Notes to Condensed Financial Information of Registrant.
168
Index
Ameriprise Financial, Inc.
Schedule I — Condensed Financial Information of Registrant
Notes to Condensed Financial Information of Registrant
(Parent Company Only)
1. Basis of Presentation
The accompanying Condensed Financial Statements include the accounts of Ameriprise Financial, Inc. (the “Parent Company”) and, on an equity basis, its subsidiaries and affiliates. The Condensed Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles. The financial information of the Parent Company should be read in conjunction with the Consolidated Financial Statements and Notes of Ameriprise Financial, Inc. and its subsidiaries (“Ameriprise Financial”). Parent Company revenues and expenses, other than interest and debt expense, are primarily related to intercompany transactions with subsidiaries and affiliates.
2. Investments
On December 23, 2020, RiverSource Life Insurance Company (“RiverSource Life”) issued a $ 500 million unsecured 3.5 % surplus note due December 31, 2050 to the Parent Company. The surplus note is subordinate in right of payment to the prior payment in full of RiverSource Life’s obligations to policyholders, claimants and beneficiaries and all other creditors. No payment of principal or interest shall be made without the prior approval of the Minnesota Department of Commerce and such payments shall be made only from RiverSource Life’s statutory surplus. Interest payments, which commenced on June 30, 2021, are due semi-annually in arrears on June 30 and December 31. Subject to the preceding conditions, RiverSource Life may prepay all or a portion of the principal at any time. The held-to-maturity investment was $ 500 million as of both December 31, 2025 and 2024 and is recorded in Investments on the Parent Company’s Condensed Balance Sheets. For the years ended December 31, 2025, 2024 and 2023, interest income was $ 18 million and is reported in Net investment income on the Parent Company’s Condensed Statements of Operations.
The Parent Company has holdings of unrated residual tranches issued by Ameriprise Installment Financing, LLC or Ameriprise Advisor Financing 2, LLC, subsidiaries of the Parent Company. The residual tranches are collateralized by portfolios of loans issued to advisors affiliated with Ameriprise Financial Services, LLC (“AFS”), a subsidiary of the Parent Company. As of December 31, 2025 and 2024, the fair value of the residual tranches was $ 143 million and $ 116 million, respectively, and is reported in Investments on the Parent Company’s Condensed Balance Sheets. Interest income from the residual tranches was $ 14 million, $ 9 million and $ 7 million for the year ending December 31, 2025, 2024 and 2023, respectively, and is reported in Net investment income on the Parent Company’s Condensed Statements of Operations.
3. Debt
All of the debt of Ameriprise Financial is borrowings of the Parent Company, except as indicated below.
• As of December 31, 2025 and 2024, Ameriprise Financial had $ 200 million and $ 201 million, respectively, of borrowings from the Federal Home Loan Bank of Des Moines, which is primarily collateralized with commercial mortgage backed securities and residential mortgage backed securities.
4. Borrowings from Subsidiaries
The Parent Company has intercompany lending arrangements with its subsidiaries. At the end of each business day, taking into consideration all legal and regulatory requirements associated with its subsidiaries, the Parent Company is entitled to draw on all funds in specified bank accounts. Repayment of all or a portion of the funds is due on demand. As of December 31, 2025 and 2024, the Company had $ 452 million and $ 415 million, respectively, available for repayment due on demand. The Parent Company also has revolving credit agreements with its subsidiaries as the borrower aggregating $ 1.4 billion and $ 1.3 billion as of December 31, 2025 and 2024, respectively, of which $ 54 million and $ 340 million was outstanding as of December 31, 2025 and 2024, respectively.
5. Guarantees, Commitments and Contingencies
The Parent Company is the guarantor for operating leases of certain subsidiaries. All consolidated legal, regulatory and arbitration proceedings, including class actions of Ameriprise Financial are potential or current obligations of the Parent Company. The Parent Company has committed revolving credit agreements with its subsidiaries as the lender aggregating $ 365 million and $ 363 million as of December 31, 2025 and 2024, respectively, of which $ 99 million was outstanding as of both December 31, 2025 and 2024.
The Parent Company and Ameriprise Certificate Company (“ACC”) entered into a Capital Support Agreement on March 2, 2009, pursuant to which the Parent Company agrees to commit such capital to ACC as is necessary to satisfy applicable minimum capital requirements. Effective April 30, 2014, this agreement was amended to revise the maximum commitment to $ 50 million. For the years ended December 31, 2025, 2024 and 2023, ACC did not draw upon the Capital Support Agreement and had met all applicable capital requirements.
AFS entered into a Financial Industry Regulatory Authority (“FINRA”) approved subordinated loan agreement with the Parent Company on December 15, 2014 for regulatory net capital purposes. The agreement consists of a $ 200 million secured demand note. The note is secured by cash and securities equal to the principal value of the note pledged by the Parent Company. As of both December 31, 2025 and 2024, AFS had not made a demand of the principal amount.
169
Index
Ameriprise Financial, Inc.
American Enterprise Investment Services, Inc. (“AEIS”) entered into a FINRA approved subordinated loan agreement with the Parent Company on January 25, 2017 for regulatory net capital purposes. Under this agreement, AEIS borrowed $ 60 million from the Parent Company with an initial term of five years to be repaid no later than January 25, 2022. Both companies have the option to renew the agreement in one year -increments in perpetuity. The agreement was renewed in January 2022 and each year thereafter, extending the current maturity date to January 25, 2027.
6. Subsequent Events
The Parent Company made three $ 30 million cash contributions to Ameriprise Advisor Capital, LLC. The first occurred on January 6, 2026, the second on January 9, 2026 and the third on January 28, 2026.
170