AFFILIATED MANAGERS GROUP, INC. 10-Q

Item 4. Controls and Procedures We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures during the quarter covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the quarter covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures are effective in ensuring that (i) the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance of achieving their stated objectives, and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level. We review on an ongoing basis and document our disclosure controls and procedures, and our internal control over financial reporting, and we may from time to time make changes in an effort to enhance their effectiveness and ensure that our systems evolve with our business. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II—OTHER INFORMATION Item 1A. The following is an update to the risk factors discussed under the captions “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021. Risks related to BPEA’s pending strategic combination with EQT In March 2022, we and other parties entered into a Securities Purchase and Merger Agreement with EQT, a public company listed on Nasdaq Stockholm (EQT.ST), under which we and each of the other owners agreed to sell our respective equity interests in BPEA, our Affiliate, to EQT. Pursuant to the terms of the agreement, we will receive $240.0 million in cash and 28.68 million EQT ordinary shares (25% of which are subject to a six-month lock-up), and will retain a portion of future carry in certain existing funds. The closing of the transaction, which is expected to occur in the fourth quarter of 2022, is subject to a number of conditions, contingencies, and approvals. Further, the impact of the transaction on our business and the value of the consideration we expect to receive may be impacted by changes in the trading price of EQT ordinary shares leading up to and following the closing, which could fluctuate significantly as a result of factors that are not under our control, including the performance of EQT’s business, fluctuations in the exchange rate between the U.S. dollar, the Swedish krona, and other currencies, as well as general conditions in the economy or the financial markets. Additionally, any sale of EQT shares by us following the closing of the transaction, and the anticipated deployment of the transaction proceeds, which, after the payment of taxes, could include investments in new or existing Affiliates, the repayment of debt, share repurchase, or other capital allocation decisions, will depend on general economic and market conditions and other factors at the time, and the impact of each of those transactions will be subject to further risks and uncertainties including those described under the caption “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K. Accordingly, there is no certainty that the transaction will deliver the anticipated benefits over the expected time frame or at all. 36 Table of Contents