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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-16 · 203 added, 102 removed, 74 unchanged (80% of the section changed)

Controls and Procedures

As required by Rule 13a-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2023, 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.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that (i) information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’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.

As required by Rule 13a-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of

December 31, 2024 , 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.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer

concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in

ensuring that (i) information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded,

processed, summarized, and reported within the time periods specified in the SEC’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.

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.

See “Management’s Report on Internal Control over Financial Reporting” in Item 8.

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued an audit report on our internal control over financial reporting, which is included in Item 8.

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 fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued an audit report on our internal

control over financial reporting, which is included in Item 8.

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 fiscal quarter ended December 31, 2024 that has materially affected, or is reasonably likely to

materially affect, our internal control over financial reporting.

Other Information

2 unchanged sentences

Directors, Executive Officers and Corporate Governance

Information required by this Item will be set forth in our proxy statement for our 2024 annual meeting of stockholders (to be filed within 120 days after December 31, 2023) (the “Proxy Statement”), and is incorporated herein by reference.

Information required by this Item will be set forth in our proxy statement for our 2025 annual meeting of stockholders (to

be filed within 120 days after December 31, 2024 ) (the “Proxy Statement”) under the captions “Information Regarding the

Nominees,” “Corporate Governance Matters and Meetings of the Board of Directors and Committees,” and “Information

Regarding Executive Officers of the Company,” and is incorporated herein by reference.

Executive Compensation

Information required by this Item will be set forth in our Proxy Statement, and is incorporated herein by reference.

Information required by this Item will be set forth in our Proxy Statement under the captions “Compensation Discussion

and Analysis,” (other than the disclosure under the caption “Pay Versus Performance Table”) “Executive Compensation

Tables,” and “Director Compensation,” and is incorporated herein by reference.

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

Information required by this Item will be set forth in our Proxy Statement, and is incorporated herein by reference.

Information required by this Item will be set forth in our Proxy Statement under the captions “Equity Compensation Plan

Information” and “Security Ownership of Beneficial Owners and Management,” and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Information required by this Item will be set forth in our Proxy Statement, and is incorporated herein by reference.

Information required by this Item will be set forth in our Proxy Statement under the captions “Information Regarding the

Nominees,” “Corporate Governance Matters and Meetings of the Board of Directors and Committees,” and “Related Person

Transactions,” and is incorporated herein by reference.

Principal Accountant Fees and Services

Information required by this Item will be set forth in our Proxy Statement, and is incorporated herein by reference.

Information required by this Item will be set forth in our Proxy Statement under the caption “Principal Accountant Fees

and Services,” and is incorporated herein by reference.

Exhibit and Financial Statement Schedules

7 unchanged sentences

Exhibit Index

3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Registration Statement on Form S-1/A (No.

Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Registration

Statement on Form S-1/A (No.

333-34679), filed October 29, 1997)

3.2 Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Registration Statement on Form S-8 (No.

Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s

Registration Statement on Form S-8 (No.

333-129748), filed November 16, 2005)

3.3 Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Proxy Statement on Schedule 14A (No.

Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s

Proxy Statement on Schedule 14A (No.

001-13459), filed April 28, 2006)

3.4 Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No.

Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s

Quarterly Report on Form 10-Q (No.

001-13459), filed August 3, 2017)

1 unchanged sentence

001-13459), filed November 7, 2022)

4.1 Specimen certificate for shares of common stock of the Registrant (incorporated by reference to the Company’s Annual Report on Form 10-K (No.

001-13459), filed February 23, 2018)

4.2 Amended and Restated Declaration of Trust of AMG Capital Trust II, dated as of October 17, 2007, by and among th e Company , U.S.

Bank National Association, successor in interest to Bank of America National Trust Delaware, successor by merger to LaSalle National Trust Delaware, as Delaware Trustee, U.S.

Bank National Association, successor in interest to Bank of America, N.A., successor by merger to LaSalle Bank National Association, as Property Trustee and Institutional Administrator, and the holders from time to time of undivided beneficial interests in the assets of AMG Capital Trust II (incorporated by reference to the Company’s Current Report on Form 8-K (No.

Amended and Restated Declaration of Trust of AMG Capital Trust II related to the 5.15% Junior Convertible Trust

Preferred Securities, dated as of October 17, 2007, by and among the Company, U.S.

Bank National Association,

successor in interest to Bank of America National Trust Delaware, successor by merger to LaSalle National Trust

Delaware, as Delaware Trustee, U.S.

Bank National Association, successor in interest to Bank of America, N.A.,

successor by merger to LaSalle Bank National Association, as Property Trustee and Institutional Administrator, and

the holders from time to time of undivided beneficial interests in the assets of AMG Capital Trust II (incorporated

by reference to the Company’s Current Report on Form 8-K (No.

001-13459), filed October 18, 2007)

4.3 Indenture, dated as of October 17, 2007, by and between the Company and U.S.

Bank National Association, successor in interest to Bank of America, N.A., successor by merger to LaSalle Bank National Association, as Debenture Trustee (incorporated by reference to the Company’s Current Report on Form 8-K (No.

Indenture related to the 5.15% Junior Convertible Trust Preferred Securities, dated as of October 17, 2007, between

the Company and U.S.

Bank National Association, successor in interest to Bank of America, N.A., successor by

merger to LaSalle Bank National Association, as Debenture Trustee (incorporated by reference to the Company’s

Current Report on Form 8-K (No.

001-13459), filed October 18, 2007)

4.4 First Supplemental Indenture, dated as of January 10, 2014, by and between the Company and U.S.

First Supplemental Indenture related to the 5.15% Junior Convertible Trust Preferred Securities, dated as of January

10, 2014, between the Company and U.S.

Bank National Association, successor in interest to Bank of America,

N.A., successor by merger to LaSalle Bank National Association, as Debenture Trustee (incorporated by reference

to the Company’s Annual Report on Form 10-K (No.

001-13459), filed February 27, 2014)

4.5 Guarantee Agreement, dated as of October 17, 2007, by and between the Company and U.S.

Bank National Association, successor in interest to Bank of America, N.A., successor by merger to LaSalle Bank National Association, as Guarantee Trustee (incorporated by reference to the Company’s Current Report on Form 8-K (No.

Guarantee Agreement related to the 5.15% Junior Convertible Trust Preferred Securities, dated as of October 17,

2007, between the Company and U.S.

Bank National Association, successor in interest to Bank of America, N.A.,

successor by merger to LaSalle Bank National Association, as Trust Securities Guarantee Trustee (incorporated by

reference to the Company’s Current Report on Form 8-K (No.

001-13459), filed October 18, 2007)

4.6 Indenture, dated as of February 11, 2014, by and between the Company and U.S.

Bank National Association, as Trustee (incorporated by reference to the Company’s Current Report on Form 8-K (No.

Indenture, dated as of February 11, 2014, between the Company and U.S.

Bank National Association, as trustee

(incorporated by reference to the Company’s Current Report on Form 8-K (No.

001-13459), filed February 11,

4.7 Second Supplemental Indenture related to the 3.500% Senior Notes due 2025, dated as of February 13, 2015, by and between the Company and U.S.

Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No.

Second Supplemental Indenture related to the 3.500% Senior Notes due 2025, dated as of February 13, 2015,

between the Company and U.S.

Bank National Association, as trustee, including the form of Global Note attached

as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No.

filed February 13, 2015)

4.8 Indenture f or Junior Subordinated Notes , dated as of March 27, 2019, by and between the Company , as issuer, and U.S.

Bank National Association, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K (No.

Indenture for Junior Subordinated Notes, dated as of March 27, 2019, between the Company, as issuer, and U.S.

Bank National Association, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K

001-13459), filed March 27, 2019)

4.9 First Supplemental Indenture related to the 5.875% Junior Subordinated Notes due 2059, dated as of March 27, 2019, between the Company , as issuer, and U.S.

Bank National Association, as trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No.

First Supplemental Indenture related to the 5.875% Junior Subordinated Notes due 2059, dated as of March 27,

2019, between the Company, as issuer, and U.S.

Bank National Association, as trustee, including the form of Global

Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No.

001-13459), filed March 27, 2019)

4.10 Second Supplemental Indenture related to the 4.750% Junior Subordinated Notes due 2060, dated as of September 23, 2020, between the Com pany , as issuer, and U.S.

Bank National Association, as trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to the Company's Current Report on Form 8-K (No.

Second Supplemental Indenture related to the 4.750% Junior Subordinated Notes due 2060, dated as of September

23, 2020, between the Company, as issuer, and U.S.

Bank National Association, as trustee, including the form of

Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K

001-13459), filed September 23, 2020)

4.11 Third Supplemental Indenture, dated as of July 13, 2021, between the Company , as issuer, and U.S.

Bank National Association, as trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No.

Third Supplemental Indenture related to the 4.200% Junior Subordinated Notes due 2061, dated as of July 13, 2021,

between the Company, as issuer, and U.S.

Bank National Association, as trustee, including the form of Global Note

attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No.

001-13459), filed July 13, 2021)

4.12 Indenture for Senior Notes between the Company , as issuer, and U.S.

Bank National Association, as trustee, dated as of June 5, 2020 (incorporated by reference to the Company's Current Report on Form 8-K (No.

001-13459), filed June 5, 2020)

4.13 First Supplemental Indenture related to the 3.300% Senior Notes due 2030, dated as of June 5, 2020, between the Company , as issuer, and U.S.

Bank National Association, as trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to the Company's Current Report on Form 8-K (No.

Fourth Supplemental Indenture related to the 6.750% Junior Subordinated Notes due 2064, dated as of March 20,

2024, between the Company, as issuer, and U.S.

Bank Trust Company, National Association, as trustee, including

the form of Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report

on Form 8-K (No.

001-13459), filed March 20, 2024)

Indenture for Senior Notes, dated as of June 5, 2020, between the Company, as issuer, and U.S.

Bank National

Association, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K (No.

filed June 5, 2020)

4.14 Description of Registrant’s Securities (incorporated by reference to the Company’s Annual Report on Form 10-K (No.

001-13459), filed February 18, 2022)

10.1† Defined Contribution Plan of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (No.

First Supplemental Indenture related to the 3.300% Senior Notes due 2030, dated as of June 5, 2020, between the

Company, as issuer, and U.S.

Bank National Association, as trustee, including the form of Global Note attached as

Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No.

001-13459), filed

June 5, 2020)

Second Supplemental Indenture related to the 5.500% Senior Notes due 2034, dated as of August 20, 2024, between

the Company, as issuer, and U.S.

Bank Trust Company, National Association, as trustee, including the form of

Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K

001-13459), filed August 20, 2024)

Description of the Registrant’s Securities*

Defined Contribution Plan of the Company (incorporated by reference to the Company’s Annual Report on

Form 10-K (No.

001-13459), filed March 30, 2000)

10.2† Executive Incentive Plan of the Company (incorporated by reference to the Company’s Proxy Statement on Schedule 14A (No.

Executive Incentive Plan of the Company (incorporated by reference to the Company’s Proxy Statement on

Schedule 14A (No.

001-13459), filed April 29, 2015)

10.3† Amended and Restated 1997 Stock Option and Incentive Plan of the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No.

Amended and Restated 1997 Stock Option and Incentive Plan of the Company (incorporated by reference to the

Company’s Quarterly Report on Form 10-Q (No.

001-13459), filed May 10, 2004)

Amendment No.

1 to the Company ’ s 1997 Stock Option and Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No.

1 to the Company’s 1997 Stock Option and Incentive Plan (incorporated by reference to the

Company’s Quarterly Report on Form 10-Q (No.

001-13459), filed July 31, 2020)

10.5† Amended and Restated Long-Term Stock and Investment Plan of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (No.

Amended and Restated Long-Term Stock and Investment Plan of the Company (incorporated by reference to the

Company’s Annual Report on Form 10-K (No.

001-13459), filed February 27, 2014)

10.6† Executive Retention Plan of the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No.

001-13459), filed November 9, 2005)

10.7† Deferred Compensation Plan of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (No.

Deferred Compensation Plan of the Company (incorporated by reference to the Company’s Annual Report on Form

001-13459), filed March 2, 2009)

10.8† 2011 Stock Option and Incentive Plan of the Company (incorporated by reference to the Company’s Proxy Statement on Schedule 14A (No.

2011 Stock Option and Incentive Plan of the Company (incorporated by reference to the Company’s Proxy

Statement on Schedule 14A (No.

001-13459), filed April 19, 2011)

Amendment No.

1 to the Company ’ s 2011 Stock Option and Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q (No.

1 to the Company’s 2011 Stock Option and Incentive Plan (incorporated by reference to the

Company’s Quarterly Report on Form 10-Q (No.

001-13459), filed July 31, 2020)

10.10† 2013 Incentive Stock Award Plan of the Company (incorporated by reference to the Company’s Proxy Statement on Schedule 14A (No.

2013 Incentive Stock Award Plan of the Company (incorporated by reference to the Company’s Proxy Statement on

Schedule 14A (No.

001-13459), filed April 30, 2013)

Amendment No.

1 to the Company ’ s 2013 Incentive Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (No.

1 to the Company’s 2013 Incentive Stock Award Plan (incorporated by reference to the

Company’s Annual Report on Form 10-K (No.

001-13459), filed February 28, 2020)

10.12† 2020 Equity Incentive Plan of the Company (incorporated by reference to the Company’s Registration Statement on Form S-8 (No.

2020 Equity Incentive Plan of the Company (incorporated by reference to the Company’s Registration Statement on

Form S-8 (No.

333-240091), filed July 24, 2020)

10.13† Form of Restricted Stock Unit Award Agreement pursuant to the Co mp any ’ s 2013 Incentive Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (No.

Form of Restricted Stock Unit Award Agreement pursuant to the Company’s 2013 Incentive Stock Award Plan

(incorporated by reference to the Company’s Annual Report on Form 10-K (No.

001-13459), filed February 28,

10.14† Form of Stock Option Agreement pursuant to the Company ’ s Stock Option and Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No.

Form of Stock Option Agreement pursuant to the Company’s Stock Option and Incentive Plans (incorporated by

reference to the Company’s Quarterly Report on Form 10-Q (No.

001-13459), filed July 31, 2020)

10.15† Form of Award Agreement pursuant to the Company ’ s Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (No.

Form of Award Agreement pursuant to the Company’s Incentive Plans (incorporated by reference to the Company’s

Annual Report on Form 10-K (No.

001-13459), filed February 28, 2020)

10.16† Form of Award Agreement pursuant to the Company ’ s Deferred Compensation Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (No.

Form of Award Agreement pursuant to the Company’s Deferred Compensation Plan (incorporated by reference to

the Company’s Annual Report on Form 10-K (No.

001-13459), filed February 28, 2020)

10.17† Form of Company ’ s Award Agreement (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (No.

Form of Award Agreement pursuant to the Company’s Executive Incentive and 2013 Incentive Stock Award Plans

(incorporated by reference to the Company’s Annual Report on Form 10-K (No.

001-13459), filed February 27,

10.18† Form of Restricted Stock Unit Award Agreement pursuant to the Company’s 2020 Equity Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No.

Form of Restricted Stock Unit Award Agreement pursuant to the Company’s 2020 Equity Incentive Plan

(incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No.

001-13459), filed May 7, 2021)

10.19† Form of Restricted Stock Unit Award Agreement for Directors pursuant to the Company’s 2020 Equity Incentive Plan*

10.20† Form of Stock Option Award Agreement pursuant to the Company’s 2020 Equity Incentive Plan*

10.21† Form of Stock Option Award Agreement for Directors pursuant to the Company ’ s 2020 Equity Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q (No.

Form of Director Restricted Stock Unit Award Agreement pursuant to the Company’s 2020 Equity Incentive Plan

(incorporated by reference to the Company’s Annual Report on Form 10-K (No.

001-13459), filed February 16,

Form of Stock Option Award Agreement pursuant to the Company’s 2020 Equity Incentive Plan (incorporated by

reference to the Company’s Annual Report on Form 10-K (No.

001-13459), filed February 16, 2024)

Form of Director Stock Option Award Agreement pursuant to the Company’s 2020 Equity Incentive Plan

(incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No.

001-13459), filed July 31, 2020)

10.22† Form of Indemnification Agreement entered into by each Director and Executive Officer (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (No.

Form of Indemnification Agreement between the Company and each Director and Executive Officer (incorporated

by reference to the Company’s Annual Report on Form 10-K (No.

001-13459), filed March 1, 2011)

10.23 Second Amended and Restated Credit Agreement, dated as of October 25, 2021, by and among the Company , 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)

10.24 First Amendment to Second Amended and Restated Credit Agreement, dated as of November 18, 2022, by and among the Company , 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 (incorporated by reference to the Company’s Current Report on Form 8-K (No.

001-13459), filed November 21, 2022)

10.25 Fourth Amended and Restated Term Credit Agreement, dated as of October 25, 2021, by and among the Company , 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)

10.26 First Amendment to Fourth Amended and Restated Term Credit Agreement, dated as of November 18, 2022, by and among the Company , Bank of America, N.A., as administrative agent, and the other lending institutions from time to time party thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No.

Third Amended and Restated Credit Agreement, dated as of November 15, 2024, by and among the Company,

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 (incorporated by reference to the Company’s Current Report on Form 8-

001-13459), filed November 15, 2024)

10.27 Equity Distribution Agreement, dated as of May 27, 2022 (incorporated by reference to the Company’s Current Report on Form 8-K (No.

Equity Distribution Agreement, dated as of May 27, 2022, between the Company and the Agents, Forward Sellers,

and Forward Purchasers named therein (incorporated by reference to the Company’s Current Report on Form 8-K

001-13459), filed May 27, 2022)

10.28 Form of Forward Sale Agreement, dated as of May 27, 2022 (incorporated by reference to the Company’s Current Report on Form 8-K (No.

Form of Forward Sale Agreement, dated as of May 27, 2022, pursuant to the Equity Distribution Agreement

(incorporated by reference to the Company’s Current Report on Form 8-K (No.

001-13459), filed May 27, 2022)

Offer Letter Agreement, dated as of March 22, 2024, between the Company and Dava E.

Ritchea (incorporated by

reference to the Company’s Quarterly Report on Form 10-Q (No.

001-13459), filed May 7, 2024)

Insider Trading Policy and Procedures of the Company*

Schedule of Subsidiaries*

22 Subsidiary Issuers of Guaranteed Securities (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No.

Subsidiary Issuers of Guaranteed Securities (incorporated by reference to the Company’s Quarterly Report on Form

001-13459), filed May 7, 2021)

4 unchanged sentences

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

97 Clawback Policy of the Company*

101 The following financial statements from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are filed herewith, formatted in XBRL (Inline eXtensible Business Reporting Language):

(i) the Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021, (ii) the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022, (iii) the Consolidated Statement of Equity for the years ended December 31, 2023, 2022, and 2021, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021, and (v) the Notes to the Consolidated Financial Statements

104 The cover page from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in XBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101

Clawback Policy of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K (No.

001-13459), filed February 16, 2024)

The following financial statements from the Registrant’s Annual Report on Form 10-K for the fiscal year ended

December 31, 2024 are filed herewith, formatted in XBRL (Inline eXtensible Business Reporting Language):

Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022, (ii) the Consolidated

Balance Sheets as of December 31, 2024 and December 31, 2023, (iii) the Consolidated Statement of Equity for the

years ended December 31, 2024, 2023, and 2022, (iv) the Consolidated Statements of Cash Flows for the years

ended December 31, 2024, 2023, and 2022, and (v) the Notes to the Consolidated Financial Statements

The cover page from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024,

formatted in XBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101

___________________________

† Indicates a management contract or compensatory plan

1 unchanged sentence

** Furnished herewith

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.

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.

AFFILIATED MANAGERS GROUP, INC.

February 16, 2024 By:

February 14, 2025

President and Chief Executive 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 capacities and on the dates indicated.

Signature Title Date

HORGEN President, Chief Executive Officer

(Principal Executive Officer) and Director February 16, 2024

/s/ THOMAS M.

WOJCIK Chief Financial Officer (Principal Financial and Principal

Accounting Officer) February 16, 2024

ALVINGHAM Director February 16, 2024

ATKINSON Director February 16, 2024

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 capacities and on the dates indicated.

President, Chief Executive Officer

(Principal Executive Officer) and

February 14, 2025

Chief Financial Officer (Principal

Financial and Principal

Accounting Officer)

February 14, 2025

/s/ DWIGHT D.

CHURCHILL Director February 16, 2024

/s/ REUBEN JEFFERY III Director February 16, 2024

Reuben Jeffery III

MATOS RODRIGUEZ Director February 16, 2024

Matos Rodriguez

PALANDJIAN Director February 16, 2024

RYAN Director February 16, 2024

STARR Director February 16, 2024

February 14, 2025

/s/ ANNETTE FRANQUI

February 14, 2025

Annette Franqui

MATOS RODRÍGUEZ

February 14, 2025

Matos Rodríguez

February 14, 2025

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