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Item 2. Unregistered Sales of Equity Securities

2021-11-05 compared with 2021-08-05 · 45 added, 4 removed, 9 unchanged (84% of the section changed)

3 unchanged sentences

Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Average Price Paid Per Share Maximum Number of Shares that May Yet Be Purchased Under Outstanding Plans or Programs (2)

April 1-30, 2021 244,736 $ 156.95 160,946 $ 156.25 5,127,758

May 1-31, 2021 202,726 163.51 158,833 163.29 4,698,925

June 1-30, 2021 189,553 157.14 183,912 157.23 4,785,013

July 1-31, 2021 116,081 $ 158.91 115,105 $ 158.85 4,669,908

August 1-31, 2021 238,157 164.38 234,286 164.29 4,435,622

September 1-30, 2021 273,656 159.10 271,656 159.11 4,163,966

Total 627,894 161.07 621,047 161.02

1 unchanged sentence

(1) Includes shares surrendered to the Company to satisfy tax withholding and/or option exercise price obligations in connection with stock swap and net settlement option exercise transactions, if any.

Also includes 2,000 shares purchased in open market transactions by the President and Chief Executive Officer of the Company, which were previously disclosed on a Form 4 filed with the Securities and Exchange Commission.

(2) Our Board of Directors authorized share repurchase programs in January 2021 and October 2019 to repurchase up to 5.0 million and 6.0 million shares of our common stock, respectively, and these authorizations have no expiry.

Purchases may be made from time to time, at management’s discretion, in the open market or in privately negotiated transactions, including through the use of trading plans, as well as pursuant to accelerated share repurchase programs or other share repurchase strategies that may include derivative financial instruments.

As of June 30, 2021, we had repurchased all of the shares of the October 2019 authorized amount, and there were a total of 4.8 million shares available for repurchase under our January 2021 share repurchase program.

As of September 30, 2021, there were a total of 4.2 million shares available for repurchase under our January 2021 share repurchase program and no shares remained under the October 2019 program.

The exhibits are listed on the Exhibit Index below.

EXHIBIT INDEX

10.1 Second Amended and Restated Credit Agreement, dated as of October 25, 2021, by and among Affiliated Managers Group, Inc., Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, and the other lending institutions from time to time party thereto, and the exhibits and schedules thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No.

001-13459), filed October 26, 2021)

10.2 Fourth Amended and Restated Term Credit Agreement, dated as of October 25, 2021, by and among Affiliated Managers Group, Inc., Bank of America, N.A., as administrative agent, and the other lending institutions from time to time party thereto, and the exhibits and schedules thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No.

001-13459), filed October 26, 2021)

31.1 Certification of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2 Certification of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1 Certification of Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

32.2 Certification of Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

101 The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 are filed herewith, formatted in XBRL (Inline eXtensible Business Reporting Language):

(i) the Consolidated Statements of Income for the three- and nine-month periods ended September 30, 2021 and 2020, (ii) the Consolidated Statements of Comprehensive Income for the three- and nine-month periods ended September 30, 2021 and 2020, (iii) the Consolidated Balance Sheets at September 30, 2021 and December 31, 2020, (iv) the Consolidated Statements of Changes in Equity for the three- and nine-month periods ended September 30, 2021 and 2020, (v) the Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2021 and 2020, and (vi) the Notes to the Consolidated Financial Statements

104 The cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in XBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101

† Indicates a management contract or compensatory plan

* Filed herewith

** Furnished herewith

Pursuant to the requirements 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.