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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 36 added, 21 removed, 188 unchanged (23% of the section changed)

10 unchanged sentences

ITEM 9B – OTHER INFORMATION

Insider Trading Arrangements

While certain officers have elected in advance to satisfy tax obligations arising from the vesting of awards of periodic and bonus restricted Federated Hermes Class B Common Stock through the sale of sufficient shares of such stock necessary to satisfy such tax obligations in the open-market, no director or officer adopted , modified or terminated a Rule 10b5-1(c) or a non-Rule 10b5-1(c) trading arrangement during the fiscal quarter ended December 31, 2023.

ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

5 unchanged sentences

In October 2003, Federated Hermes adopted a code of ethics for its senior financial officers.

This code, updated in January 2020, meets the requirements provided by Item 406 of Regulation S-K and is incorporated by reference in Part IV, Item 15(b) of this Form 10-K as Exhibit 14.03.

This code, updated in January 2024, meets the requirements provided by Item 406 of Regulation S-K and is incorporated by reference in Part IV,

Item 15(b) of this Form 10-K as Exhibit 14.04.

The code of ethics is available at www.FederatedHermes.com.

11 unchanged sentences

The information required by this Item is contained in Federated Hermes’ Information Statement for the 2024 Annual Meeting of Shareholders under the caption Independent Registered Public Accounting Firm and is incorporated herein by reference.

ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

ITEM 15 – EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

49 unchanged sentences

8 and 7 to Federated Investors Tower Lease dated as of September 9, 2011 and August 15, 2007 (incorporated by reference to Exhibit 10.1 to the September 30, 2011 Quarterly Report on Form 10-Q (File No.

Form of Restricted Stock Program Award Agreement (incorporated by reference to Exhibit 10.1 to the September 30, 2014 Quarterly Report on Form 10-Q (File No.

Federated Investors, Inc.

6 unchanged sentences

and an executive officer (incorporated by reference to Exhibit 10.83 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (File No.

The Third Amended and Restated Credit Agreement, dated as of June 5, 2017, by and among Federated Investors, Inc.

certain subsidiaries as guarantors party thereto, the banks as lenders party thereto, and PNC Bank, National Association, PNC Capital Markets LLC, Citigroup Global Markets, Inc., Citibank, N.A.

and TD Bank, N.A.

(incorporated by reference to Exhibit 10.1 to the June 30, 2017 Quarterly Report on Form 10-Q (File No.

Federated Investors, Inc.

Stock Incentive Plan, as amended, as approved by shareholders on April 26, 2018 (incorporated by reference to Exhibit 10.1 to the March 31, 2018 Quarterly Report on Form 10-Q (File No.

Shareholders’ Agreement, dated July 2, 2018, among Hermes Fund Managers Limited, BT Pension Scheme Trustees Limited, in its capacity as trustee for and on behalf of the BT Pension Scheme, Federated Holdings (UK) II Limited, and Federated Investors, Inc.

(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated July 2, 2018 (File No.

Put and Call Option Deed, dated July 2, 2018, among BT Pension Scheme Trustees Limited, in its capacity as trustee for and on behalf of the BT Pension Scheme, Federated Holdings (UK) II Limited, and Federated Investors, Inc.

(incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated July 2, 2018 (File No.

Amendment No.

1 to Third Amended and Restated Credit Agreement, dated July 1, 2018, by and among Federated Investors, Inc., each of the guarantors (as defined in the Third Amended and Restated Credit Agreement, the lenders (as defined in the Third Amended and Restated Credit Agreement, and PNC Bank, National Association, as administrative agent for the lenders.

(incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated July 2, 2018 (File No.

UK Sub-Plan to the Federated Investors, Inc.

1 unchanged sentence

Form of Restricted Stock Award Agreement for UK Sub-Plan (incorporated by reference to Exhibit 10.2 to the September 30, 2018 Quarterly Report on Form 10-Q (File No.

Amendment No.

2 to Third Amended and Restated Credit Agreement, dated October 26, 2018, by and among Federated Investors, Inc., each of the guarantors (as defined in the Third Amended and Restated Credit Agreement), the lenders (as defined in the Third Amended and Restated Credit Agreement), and PNC Bank, National Association, as administrative agent for the lenders (incorporated by reference to Exhibit 10.3 to the September 30, 2018 Quarterly Report on Form 10-Q (File No.

Form of Hermes Long-Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.23 to the March 31, 2019 Quarterly Report on Form 10-Q (File No.

39 unchanged sentences

Henderson & Associates, Inc.

and the owners (filed herewith)

and the owners (incorporated by reference to Exhibit 10.142 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

Federated Hermes Co-Investment Scheme Rules 2023 (incorporated by reference to Exhibit 10.1 to the March 31, 2023 Quarterly Report on Form 10-Q (File No.

Federated Hermes, Inc.

Code of Ethics for Senior Financial Officers, as amended as of January 31, 2020 (incorporated by reference to Exhibit 14.03 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No.

Annual Incentive Plan, as amended October 26, 2023 (incorporated by reference to Exhibit 10.1 to the September 30, 2023 Quarterly Report on Form 10-Q (File No.

Federated Hermes, Inc.

Stock Incentive Plan, as amended October 26, 2023 (incorporated by reference to Exhibit 10.2 to the September 30, 2023 Quarterly Report on Form 10-Q (File No.

Form of 2023 Restricted Stock Award Agreement for Federated Hermes, Inc.

Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the September 30, 2023 Quarterly Report on Form 10-Q (File No.

UK Sub-Plan to the Federated Hermes, Inc.

Stock Incentive Plan, as amended as of October 26, 2023 (incorporated by reference to Exhibit 10.4 to the September 30, 2023 Quarterly Report on Form 10-Q (File No.

Form of 2023 Restricted Stock Award Agreement for UK Sub-Plan (incorporated by reference to Exhibit 10.5 to the September 30, 2023 Quarterly Report on Form 10-Q (File No.

Form of Cash Award Agreement for Non-U.S.

Employee for Federated Hermes, Inc.

Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the September 30, 2023 Quarterly Report on Form 10-Q (File No.

Amendment No.

11 to Federated Investors Tower Lease dated February 21, 2023 (filed herewith)

Federated Hermes, Inc.

Incentive Compensation Recovery Policy (filed herewith)

Form of 2023 Bonus Restricted Stock Award Agreement for Federated Hermes, Inc.

Stock Incentive Plan (filed herewith)

Form of 2023 Bonus Restricted Stock Award Agreement for UK Sub-Plan (filed herewith)

Federated Hermes, Inc.

Code of Ethics for Senior Financial Officers, as amended as of January 25, 2024 (filed herewith)

Subsidiaries of the Registrant (filed herewith)

36 unchanged sentences

Number Description

First Amendment, dated September 30, 2022, to the Asset Purchase Agreement dated as of July 15, 2022, by and among Federated Hermes, Inc., C.W.

Henderson & Associates, Inc.

and the owners

Amendment No.

11 to Federated Investors Tower Lease dated February 21, 2023

Federated Hermes, Inc.

Incentive Compensation Recovery Policy

Form of 2023 Bonus Restricted Stock Award Agreement for Federated Hermes, Inc.

Stock Incentive Plan

Form of 2023 Bonus Restricted Stock Award Agreement for UK Sub-Plan

Federated Hermes, Inc.

Code of Ethics for Senior Financial Officers, as amended as of January 25, 2024

Subsidiaries of the Registrant

12 unchanged sentences

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