What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 300 added, 254 removed, 851 unchanged (39% of the section changed)

4 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Consolidated revenue

8 unchanged sentences

Equity method income (net)

Affiliate transaction gains (Note 9)

Investment and other income

12 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss)

Ended September 30,

For the Nine Months

Ended September 30,

Other comprehensive income, net of tax:

Foreign currency translation gain

Change in net realized and unrealized gain (loss) on derivative financial

Change in net unrealized gain (loss) on available-for-sale debt securities

Other comprehensive income (loss), net of tax

Other comprehensive income, net of tax

Comprehensive income

5 unchanged sentences

(in millions)

September 30,

Cash and cash equivalents

11 unchanged sentences

58.5 shares issued as of December 31,

2024 and June 30, 2025 )

2024 and September 30, 2025 )

Additional paid-in capital

1 unchanged sentence

Retained earnings

Treasury stock, at cost ( 28.9 shares and 30.2 shares as of December 31, 2024 and June 30,

2025 , respectively)

Treasury stock, at cost ( 28.9 shares and 30.2 shares as of December 31, 2024 and

September 30, 2025 , respectively)

Total stockholders' equity

5 unchanged sentences

(in millions, except dividends per share)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Total Stockholders’ Equity

Comprehensive

March 31, 2024

June 30, 2024

$ ( 3,833.5 )

Other comprehensive income (loss), net of tax

Other comprehensive income, net of tax

Share-based compensation

6 unchanged sentences

controlling interests

Transfers to Redeemable non-controlling interests

Capital contributions and other

Distributions to non-controlling interests

June 30, 2024

September 30, 2024

$ ( 3,994.5 )

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Total Stockholders’ Equity

Comprehensive

March 31, 2025

June 30, 2025

$ ( 4,394.0 )

Other comprehensive income, net of tax

Other comprehensive income (loss), net of tax

Share-based compensation

6 unchanged sentences

controlling interests

Transfers from Redeemable non-controlling

Capital contributions and other

Distributions to non-controlling interests

June 30, 2025

September 30, 2025

$ ( 4,531.2 )

3 unchanged sentences

(in millions, except dividends per share)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Total Stockholders' Equity

14 unchanged sentences

Distributions to non-controlling interests

June 30, 2024

September 30, 2024

$ ( 3,994.5 )

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Total Stockholders' Equity

14 unchanged sentences

Distributions to non-controlling interests

June 30, 2025

September 30, 2025

$ ( 4,531.2 )

3 unchanged sentences

(in millions)

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

Cash flow from (used in) operating activities:

5 unchanged sentences

Distributions received from equity method investments

Affiliate transaction gains

Share-based compensation and Affiliate equity compensation expense

10 unchanged sentences

Investments in Affiliates, net of cash acquired

Proceeds from Affiliate transactions

Return of capital from equity method investments

Purchases of fixed assets

3 unchanged sentences

Cash flow from (used in) financing activities:

Borrowings of junior subordinated notes

Borrowings of senior bank debt, senior notes, and junior subordinated notes

Repayments of senior bank debt and senior notes

3 unchanged sentences

Affiliate equity purchases, net

Redemptions of consolidated Affiliate sponsored investment products, net

Taxes paid on shares withheld on share-based awards

Other financing items

5 unchanged sentences

Cash and cash equivalents at end of period

Supplemental disclosure of non-cash investing and financing activities:

Shares received from Affiliate transactions

Payables recorded for Affiliate equity repurchases

Stock issued upon vesting of restricted stock units and exercise of stock options

Stock received for tax withholdings on share-based payments

Stock received for the exercise of stock options

The accompanying notes are an integral part of the Consolidated Financial Statements.

12 unchanged sentences

operations have been included and all intercompany balances and transactions have been eliminated.

Certain reclassifications

have been made to the prior period’s financial statements to conform to the current period’s presentation.

Operating results for

16 unchanged sentences

Company’s Consolidated Financial Statements.

Recent Accounting Developments

Recent Accounting Development s

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

14 unchanged sentences

should identify the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity.

standard is effective for annual periods beginning after December 15, 2026.

The Company is currently evaluating the potential

impact that this standard may have on its Consolidated Financial Statements.

standard is effective for annual periods beginning after December 15, 2026 and interim periods within those annual reporting

The Company is currently evaluating the potential impact that this standard may have on its Consolidated Financial

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit

Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for all entities and an accounting

policy election for entities other than public business entities related to applying Subtopic 326-20 to current accounts receivable

and current contract assets arising from transactions accounted for under Topic 606.

The standard is effective for annual

periods beginning after December 15, 2025 and interim periods within those annual reporting periods.

The Company is

currently evaluating the potential impact that this standard may have on its Consolidated Financial Statements.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic

Targeted Improvements to the Accounting for Internal-Use Software, which increases the operability of the

recognition guidance considering different methods of software development.

The standard is effective for annual periods

beginning after December 15, 2027 and interim periods within those annual reporting periods.

The Company is currently

evaluating the potential impact that this standard may have on its Consolidated Financial Statements.

The following table summarizes the Company’s Investments:

September 30,

Investments in marketable securities

10 unchanged sentences

equity securities:

September 30,

Unrealized gains

Unrealized losses

As of December 31, 2024 and June 30, 2025 , investments in equity securities include consolidated Affiliate sponsored

investment products with fair values of $ 10.9 million and $ 19.6 million , respectively.

For the three and six months ended June 30, 2024 , the Company recognized net unrealized gains on equity securities still

held as of June 30, 2024 of $ 0.2 million and $ 1.6 million , respectively.

For the three and six months ended June 30, 2025 , the

Company recognized net unrealized gains on equity securities still held as of June 30, 2025 of $ 5.1 million and $ 4.2 million ,

respectively.

As of December 31, 2024 and September 30, 2025 , investments in equity securities include consolidated Affiliate

sponsored investment products with fair values of $ 10.9 million and $ 8.5 million , respectively.

For the three and nine months ended September 30, 2024 , the Company recognized net unrealized gains on equity

securities still held as of September 30, 2024 of $ 2.0 million and $ 3.5 million , respectively.

For the three and nine months

ended September 30, 2025 , the Company recognized net unrealized gains on equity securities still held as of September 30,

2025 of $ 1.4 million and $ 5.7 million , respectively.

Debt Securities

1 unchanged sentence

consolidated Affiliate sponsored investment products classified as trading :

September 30,

Unrealized gains

Unrealized losses

For the three and six months ended June 30, 2024 , the Company recognized net unrealized gains (losses) on debt securities

classified as trading still held as of June 30, 2024 of $( 0.2 ) million and $ 0.6 million , respectively.

For the three and six months

ended June 30, 2025 , the Company recognized net unrealized gains on debt securities classified as trading still held as of

June 30, 2025 of $ 1.4 million and $ 2.2 million , respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the three and nine months ended September 30, 2024 , the Company recognized net unrealized gains on debt securities

classified as trading still held as of September 30, 2024 of $ 0.8 million and $ 1.4 million , respectively.

For the three and nine

months ended September 30, 2025 , the Company recognized net unrealized gains (losses) on debt securities classified as

trading still held as of September 30, 2025 of $( 0.4 ) million and $ 1.8 million , respectively.

Other Investments

3 unchanged sentences

December 31, 2024

June 30, 2025

September 30, 2025

Investments with limited liquidity (1)

8 unchanged sentences

(3) Investments measured at NAV as a practical expedient primarily invest in a broad range of private markets.

attributable to the controlling interest was $ 370.1 million and $ 394.5 million as of December 31, 2024 and June 30, 2025 ,

attributable to the controlling interest was $ 370.1 million and $ 405.2 million as of December 31, 2024 and September 30,

2025 , respectively.

2 unchanged sentences

in a private corporation where it does not exercise significant influence, and does not have a readily determinable fair value:

September 30,

Cumulative unrealized gains

Carrying amount

For the three and six months ended June 30, 2025 , the Company recorded no gains or losses on the underlying investment.

For the three and nine months ended September 30, 2025 , the Company recorded no gains or losses on the underlying

The following tables present the changes in other investments:

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Balance, beginning of period

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Balance, beginning of period

17 unchanged sentences

Fair Value Measurements

September 30,

Quoted Prices in

15 unchanged sentences

The following tables present the changes in Level 3 liabilities:

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Affiliate Equity

7 unchanged sentences

instruments still held at the reporting date (1)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Affiliate Equity

20 unchanged sentences

December 31, 2024

June 30, 2025

September 30, 2025

Contingent payment

22 unchanged sentences

December 31, 2024

June 30, 2025

September 30, 2025

Junior subordinated notes

72 unchanged sentences

December 31, 2024

June 30, 2025

September 30, 2025

Unconsolidated

9 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of December 31, 2024 and June 30, 2025 , the carrying value and maximum exposure to loss for all of the Company’s

Affiliates accounted for under the equity method was $ 2,246.6 million and $ 2,618.3 million , respectively, including Affiliates

accounted for under the equity method considered VREs of $ 111.4 million and $ 110.0 million , respectively.

As of December 31, 2024 and September 30, 2025 , the carrying value and maximum exposure to loss for all of the

Company’s Affiliates accounted for under the equity method was $ 2,246.6 million and $ 2,529.1 million , respectively, including

Affiliates accounted for under the equity method considered VREs of $ 111.4 million and $ 118.3 million , respectively.

Affiliate Sponsored Investment Products

27 unchanged sentences

December 31, 2024

June 30, 2025

September 30, 2025

Unconsolidated

8 unchanged sentences

The following table summarizes the Company’s Debt:

September 30,

Senior bank debt

7 unchanged sentences

Senior Bank Debt

As of June 30, 2025 , the Company had a $ 1.25 billion revolver which matures on November 15, 2029.

Subject to certain

conditions, the Company may increase the commitments under the revolver by up to an additional $ 500.0 million .

As of September 30, 2025 , the Company had a $ 1.25 billion revolver which matures on November 15, 2029.

certain conditions, the Company may increase the commitments under the revolver by up to an additional $ 500.0 million .

Company pays interest on any outstanding obligations under the revolver at a specified rate, currently based either on an

2 unchanged sentences

applicable term-SOFR plus a SOFR adjustment of 0.10 % , or prime rate, plus a marginal rate determined based on its credit

As of December 31, 2024 and June 30, 2025 , the Company had no outstanding borrowings under the revolver.

30, 2025, the Company borrowed $ 100.0 million under the revolver.

As of June 30, 2025 , the Company had senior notes outstanding.

The carrying values of the senior notes are accreted to

their principal amount at maturity over the remaining life of the underlying instrument.

The principal terms of the senior notes

outstanding as of June 30, 2025 are presented and described below:

February 2015

A s of December 31, 2024 , the Company had no outstanding borrowings under the revolver.

As of September 30, 2025 ,

the Company had outstanding borrowings under the revolver of $ 100.0 million .

In the third quarter of 2025, the Company’s $ 350.0 million 3.50 % senior notes matured an d were fully repaid.

As of September 30, 2025 , the Company had senior notes outstanding.

The carrying values of the senior notes are accreted

to their principal amount at maturity over the remaining life of the underlying instrument.

The principal terms of the senior

notes outstanding as of September 30, 2025 are presented and described below:

Maturity date

4 unchanged sentences

Semi-annually

The senior notes may be redeemed, in whole or in part, at a make-whole redemption price (plus accrued and unpaid

interest), at any time, in the case of the 2025 senior notes, at any time prior to March 15, 2030, in the case of the 2030 senior

notes, and at any time prior to May 20, 2034, in the case of the 2034 senior notes.

The make-whole redemption price, in each

case, is equal to the greater of 100 % of the principal amount of the notes to be redeemed and the remaining principal and

interest payments on the notes being redeemed (excluding accrued but unpaid interest to, but not including, the redemption

date) discounted to their present value as of the redemption date at the applicable Treasury rate plus 0.25 % , in the case of the

2025 and 2034 senior notes, and to their present value as of the redemption date on a semi-annual basis at the applicable

Treasury rate plus 0.40 % , in the case of the 2030 senior notes.

In addition, the 2030 and 2034 senior notes may be redeemed, in

whole or in part, at any time, on or after March 15, 2030 and May 20, 2034, respectively, at a redemption price equal to 100 %

of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the

redemption date.

On August 1, 2025, the Company’s $ 350.0 million 3.50 % senior notes due 2025 matured and were fully repaid.

interest), at any time prior to March 15, 2030, in the case of the 2030 senior notes, and at any time prior to May 20, 2034, in the

case of the 2034 senior notes.

The make-whole redemption price, in each case, is equal to the greater of 100 % of the principal

amount of the notes to be redeemed and the remaining principal and interest payments on the notes being redeemed (excluding

accrued but unpaid interest to, but not including, the redemption date) discounted to their present value as of the redemption

date on a semi-annual basis at the applicable Treasury rate plus 0.40 % , in the case of the 2030 senior notes, and plus 0.25 % , in

the case of the 2034 senior notes.

In addition, the 2030 and 2034 senior notes may be redeemed, in whole or in part, at any

time, on or after March 15, 2030 and May 20, 2034, respectively, at a redemption price equal to 100 % of the principal amount

of the notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

Junior Subordinated Notes

As of June 30, 2025 , the Company had junior subordinated notes outstanding, the respective principal terms of which are

presented and described below:

As of September 30, 2025 , the Company had junior subordinated notes outstanding, the respective principal terms of which

are presented and described below:

Junior Subordinated

9 unchanged sentences

Coupon frequency

As of June 30, 2025 , the 2059 junior subordinated notes could be redeemed at any time, in whole or in part.

junior subordinated notes may be redeemed at any time, in whole or in part, on or after September 30, 2025, in the case of the

2060 junior subordinated notes, on or after September 30, 2026, in the case of the 2061 junior subordinated notes, and on or

after March 30, 2029, in the case of the 2064 junior subordinated notes.

In each case, the junior subordinated notes may be

redeemed at 100 % of the principal amount of the notes being redeemed, plus any accrued and unpaid interest thereon.

the applicable redemption date, at the Company’s option, the applicable junior subordinated notes may also be redeemed, in

whole but not in part, at 100 % of the principal amount, plus any accrued and unpaid interest, if certain changes in tax laws,

As of September 30, 2025 , each of the 2059 and the 2060 junior subordinated notes could be redeemed at any time, in

whole or in part.

The other junior subordinated notes may be redeemed at any time, in whole or in part, on or after September

30, 2026, in the case of the 2061 junior subordinated notes, and on or after March 30, 2029, in the case of the 2064 junior

subordinated notes.

In each case, the junior subordinated notes may be redeemed at 100 % of the principal amount of the notes

being redeemed, plus any accrued and unpaid interest thereon.

Prior to the applicable redemption date, at the Company’s

option, the applicable junior subordinated notes may also be redeemed, in whole but not in part, at 100 % of the principal

amount, plus any accrued and unpaid interest, if certain changes in tax laws, regulations, or interpretations occur;

or at 102 % of

the principal amount, plus any accrued and unpaid interest, if a rating agency makes certain changes relating to the equity credit

criteria for securities with features similar to the applicable notes.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

regulations, or interpretations occur;

or at 102 % of the principal amount, plus any accrued and unpaid interest, if a rating

agency makes certain changes relating to the equity credit criteria for securities with features similar to the applicable notes.

The Company may, at its option, and subject to certain conditions and restrictions, defer interest payments subject to the

1 unchanged sentence

Junior Convertible Securities

As of June 30, 2025 , the Company had $ 341.7 million of principal outstanding in its 5.15 % junior convertible trust

As of September 30, 2025 , the Company had $ 341.7 million of principal outstanding in its 5.15 % junior convertible trust

preferred securities (the “junior convertible securities”), maturing in 2037.

1 unchanged sentence

rate of 5.15 % per annum, payable quarterly in cash.

As of December 31, 2024 and June 30, 2025 , the unamortized issuance costs related to the junior convertible securities

were $ 2.7 million and $ 2.6 million , respectively.

The following table presents interest expense recorded in connection with the junior convertible securities:

As of December 31, 2024 and September 30, 2025 , the unamortized issuance costs related to the junior convertible

securities were $ 2.7 million and $ 2.5 million , respectively.

The fol lowing table presents interest expense recorded in connection with the junior convertible securities:

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Contractual interest expense

15 unchanged sentences

The Company did not repurchase any of its junior convertible

securities during the six months ended June 30, 2024 and 2025 .

securities during the nine months ended September 30, 2024 and 2025 .

Commitments and Contingencies

9 unchanged sentences

The Company has committed to co-invest in certain Affiliate sponsored investment products.

As of June 30, 2025 , these

unfunded commitments were $ 273.9 million and may be called in future periods.

As of June 30, 2025 , the Company was contingently liable to make payments in connection with a consolidated Affiliate,

which are included in Other liabilities.

The Company is contingently liable to make maximum contingent payments of up to

$ 100.0 million ( $ 24.9 million attributable to a co-investor).

As of September 30, 2025 ,

these unfunded commitments were $ 270.3 million and may be called in future periods.

As of September 30, 2025 , the Company was contingently liable to make payments in connection with a consolidated

Affiliate , which are included in Other liabilities.

The Company is contingently liable to make maximum contingent payments

of up to $ 100.0 million ( $ 24.9 million attributable to a co-investor).

The fair value of the contingent payment obligation was

The final measurement for the contingent payment obligation will be in July 2026.

As of June 30, 2025 , the Company was obligated to make deferred payments of $ 26.6 million related to certain of its

$ 0.0 million .

The final measurement date of the contingent payment obligation is in July 2026.

As of September 30, 2025 , the Company was obligated to make deferred payments of $ 27.1 million related to certain of its

investments in Affiliates accounted for under the equity method, all of which is payable during the remainder of 2025.

Deferred payment obligations are included in Other liabilities.

As of June 30, 2025 , the Company was contingently liable to make payments of $ 292.3 million related to the achievement

of specified financial targets by certain of its Affiliates accounted for under the equity method, of which $ 7.0 million may

As of September 30, 2025 , the Company was contingently liable to make payments of $ 289.1 million related to the

achievement of specified financial targets by certain of its Affiliates accounted for under the equity method, of which $ 4.0

million may become payable during the remainder of 2025, $ 143.5 million may become payable in 2026, $ 83.8 million may

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

become payable during the remainder of 2025, $ 143.5 million may become payable in 2026, $ 83.9 million may become

payable in 2027, $ 35.9 million may become payable in 2028, and $ 11.0 million may become payable in each of 2029 and 2030.

As of June 30, 2025 , the Company had agreed to provide one of its Affiliates accounted for under the equity method up to

$ 33.3 million of contingent financing.

become payable in 2027, $ 35.8 million may become payable in 2028, and $ 11.0 million may become payable in each of 2029

As of September 30, 2025 , the Company had agreed to provide one of its Affiliates accounted for under the equity method

up to $ 33.3 million of contingent financing.

In the event that certain financial targets are not met, the Company may receive payments from one of its Affiliates

3 unchanged sentences

Company over time.

See Note 14 .

The Company and certain of its consolidated Affiliates operate under regulatory authorities that require the maintenance of

6 unchanged sentences

Foreign currency translation

Balance, as of June 30, 2025

Balance, as of September 30, 2025

As of September 30, 2025 , the Company completed its annual impairment assessment on goodwill and no impairment was

The following table presents the changes in the Company’s components of Acquired client relationships (net):

6 unchanged sentences

Foreign currency translation

Balance, as of June 30, 2025

Balance, as of September 30, 2025

$ ( 1,104.8 )

2 unchanged sentences

The Company recorded amortization expense in Intangible amortization and impairments in the

Consolidated Statements of Income for these relationships of $ 7.3 million and $ 14.5 million for the three and six months ended

June 30, 2024 , respectively, and $ 6.3 million and $ 12.6 million for three and six months ended June 30, 2025 , respectively .

Based on relationships existing as of June 30, 2025 , the Company estimates that its consolidated amortization expense will be

approximately $ 13 million for the remainder of 2025, approximately $ 25 million in each of 2026, 2027, and 2028,

approximately $ 15 million in 2029, and approximately $ 10 million in 2030.

Consolidated Statements of Income for these relationships of $ 7.3 million and $ 21.8 million for the three and nine months

ended September 30, 2024 , respectively, and $ 6.3 million and $ 19.0 million for three and nine months ended September 30,

2025 , respectively .

Based on relationships existing as of September 30, 2025 , the Company estimates that its consolidated

amortization expense will be approximately $ 6 million for the remainder of 2025, approximately $ 25 million in each of 2026,

2027, and 2028, approximately $ 15 million in 2029, and approximately $ 10 million in 2030.

In the first quarter of 2025, the Company completed an impairment assessment of the indefinite-lived acquired client

6 unchanged sentences

next five years ranging from ( 21 )% to 0 % , long-term revenue growth rates of 0 % , and discount rates of 11 % .

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

In the first quarter of 2025, the Company also recorded an expense in Intangible amortization and impairments of $ 4.0

1 unchanged sentence

acquired client relationship to zero due to the closure of one of its Affiliate’s mutual fund products.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Equity Method Investments in Affiliates

18 unchanged sentences

Investments in Affiliates

Affiliate transactions (2)

Earnings, net of tax

1 unchanged sentence

Distributions of earnings

Return of capital

Foreign currency translation

Balance, as of June 30, 2025 (1)

Balance, as of September 30, 2025 (1)

_______________________

(1) Includes undistributed earnings of $ 206.1 million and $ 93.9 million as of December 31, 2024 and June 30, 2025 ,

(1) Includes undistributed earnings of $ 206.1 million and $ 123.1 million as of December 31, 2024 and September 30, 2025 ,

respectively.

(2) Represents the Company’s equity method investment in Peppertree as of the closing date.

Definite-lived acquired client relationships at the Company’s Affiliates accounted for under the equity method are

1 unchanged sentence

The Company recorded amortization expense for these relationships

of $ 20.9 million and $ 41.7 million for the three and six months ended June 30, 2024 , respectively, and $ 27.0 million and $ 45.6

million for the three and six months ended, June 30, 2025 , respectively.

Based on relationships existing as of June 30, 2025 , the

Company estimates the amortization expense attributable to its Affiliates will be approximately $ 50 million for the remainder of

2025, approximately $ 95 million in each of 2026 and 2027, approximately $ 80 million in 2028, and approximately $ 65 million

in each of 2029 and 2030.

of $ 22.7 million and $ 64.4 million for the three and nine months ended September 30, 2024 , respectively, and $ 24.6 million and

$ 70.2 million for the three and nine months ended, September 30, 2025 , respectively.

Based on relationships existing as of

September 30, 2025 , the Company estimates the amortization expense attributable to its Affiliates will be approximately $ 23

million for the remainder of 2025, approximately $ 85 million in each of 2026 and 2027, approximately $ 75 million in 2028,

and approximately $ 60 million in each of 2029 and 2030.

In the second quarter of 2024, the Company recorded a $ 39.9 million expense to reduce the carrying value of an Affiliate to

7 unchanged sentences

concluded that the fair value of its investment had declined below its carrying value and that the decline was other-than-

The Company had 22 and 24 Affiliates accounted for under the equity method as of December 31, 2024 and June 30, 2025 ,

The Company had 22 and 23 Affiliates accounted for under the equity method as of December 31, 2024 and September 30,

2025 , respectively.

1 unchanged sentence

participate in Affiliate earnings, typically based upon a fixed percentage of revenue reduced by, in some cases, certain agreed-

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

upon expenses.

7 unchanged sentences

financial results will be recognized in the Consolidated Financial Statements one quarter in arrears.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

In July 2025, the Company completed the previously announced sale of its equity interest in Peppertree Capital

In July 2025, the Company completed the previously announced sale of its minority equity interest in Peppertree Capital

Management, Inc.

1 unchanged sentence

(“TPG”) , a public company

listed on the Nasdaq Global Select Market.

Pursuant to the terms of the transaction agreement with TPG, under which the

Company and each of the other owners agreed to sell their respective equity interests in Peppertree, the Company received total

consideration of approximately $ 254 million which included approximately $ 100 million in cash and 2.9 million TPG Class A

common shares, all of which the Company has since sold.

The Company acquired its interest in Peppertree for $ 140.0 million

in 2022 and, as of June 30, 2025, its carrying value was $ 127.5 million .

The Company’s gain on the transaction was taxable at

Peppertree will be included in the Company’s results through the closing date.

In July 2025, the Company entered into an agreement to acquire a minority equity interest in Montefiore Investment

(“Montefiore”), a European private equity firm focused on the services sector.

Following the close of the transaction,

Montefiore partners will continue to hold a majority of the equity of the business and direct its day-to-day operations.

transaction is expected to close in the second half of 2025, subject to customary closing conditions.

On August 6, 2025, the Company entered into an agreement to sell a portion of its interest in Comvest Partners

(“Comvest”), as part of the announced acquisition of Comvest’s private credit business by Manulife Financial Corporation.

Pursuant to the terms of the agreement, the Company is expected to receive total cash consideration of approximately

$ 285 million , subject to certain closing adjustments.

Comvest will continue to be included in the Company’s results until

closing of the transaction and the portion retained will continue to be included going forward.

The transaction is expected to

close in the fourth quarter of 2025, subject to customary closing conditions.

listed on the Nasdaq Global Select Market (the “Peppertree Transaction”).

P ursuant to the terms of the transaction agreement

with TPG, under which the Company and each of the other owners agreed to sell their respective equity interests in Peppertree,

the Company received total consideration of $ 253.2 million , net of transaction costs, which included $ 99.8 million in cash and

2.9 million TPG Class A common shares, all of which the Company has since sold.

Peppertree is included in the Company’s

results through the closing date and the Company’s gain on the transaction wa s $ 127.6 million , wh ich is recorded in Affiliate

transaction gains in the Consolidated Statements of Income.

The after-tax net proceeds from the transaction were $ 218.1

In October 2025, the Company announced an agreement with Brown Brothers Harriman (“BBH”), a privately held global

financial services firm, to acquire a minority equity interest in BBH Credit Partners, a newly formed subsidiary of BBH focused

on structured and alternative credit investment strategies.

Following the close of the transaction, BBH partners will continue to

direct day-to-day operations and the Company’s ownership will be limited to a minority interest in the BBH Credit Partners

The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions.

I n October 2025, the Company completed the previously announced agreement to acquire a minority equity interest in

Montefiore Investment (“Montefiore”), a European private equity firm focused on the services sector.

Following the close of

the transaction, Montefiore partners continue to hold a majority of the equity of the business and direct its day-to-day

On November 3, 2025, the Company completed the previously announced agreement to sell a portion of its minority equity

interest in Comvest Partners (“Comvest”), as part of the announced acquisition of Comvest’s private credit business by

Manulife Financial Corporation.

Pursuant to the terms of the agreement, the Company received total cash consideration of

approximately $ 285 million .

The Company acquired its interest in Comvest for $ 125.0 million in 2020 and, as of September

30, 2025, its carrying value was $ 121.8 million .

The Company’s gain on the transaction was taxable at closing.

be included in the Company’s results until closing date and the portion retained will continue to be included going forward.

Related Party Transactions

14 unchanged sentences

The prior owner’s interests are included in Other liabilities and

were $ 14.5 million and $ 12.7 million as of December 31, 2024 and June 30, 2025 , respectively.

were $ 14.5 million and $ 12.3 million as of December 31, 2024 and September 30, 2025 , respectively.

From time to time, certain funds of the Company’s consolidated Affiliates may make tax distributions to partners subject to

The total receivable was $ 59.2 million and $ 65.1 million as of December 31, 2024 and June 30, 2025 , respectively,

and was included in Other assets on the Consolidated Balance Sheets.

The total payable was $ 87.8 million and $ 87.3 million as

of December 31, 2024 and June 30, 2025 , respectively, and was included in Other liabilities.

These amounts were primarily

attributable to the non-controlling interests.

The total receivable was $ 59.2 million and $ 66.2 million as of December 31, 2024 and September 30, 2025 ,

respectively, and was included in Other assets on the Consolidated Balance Sheets.

The total payable was $ 87.8 million and

$ 88.7 million as of December 31, 2024 and September 30, 2025 , respectively, and was included in Other liabilities.

amounts were primarily attributable to the non-controlling interests.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company has related party transactions in association with its deferred and contingent payment obligations, and

5 unchanged sentences

distribution program superseded and replaced the Company’s prior equity distribution program.

As of June 30, 2025 , no sales

had occurred under the equity distribution program.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of September 30, 2025 , no

sales had occurred under the equity distribution program.

Share-Based Compensation

1 unchanged sentence

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Share-based compensation expense

As of December 31, 2024 , the Company had unrecognized share-based compensation expense of $ 38.1 million .

June 30, 2025 , the Company had unrecognized share-based compensation expense of $ 67.4 million , which will be recognized

over a weighted average period of approximately three years (assuming no forfeitures).

September 30, 2025 , the Company had unrecognized share-based compensation expense of $ 58.3 million , which will be

recognized over a weighted average period of approximately three years (assuming no forfeitures).

Restricted Stock

5 unchanged sentences

Performance condition changes

Unvested units—June 30, 2025

For the six months ended June 30, 2024 and 2025 , the Company granted restricted stock units with fair values of $ 30.0

Unvested units—September 30, 2025

For the nine months ended September 30, 2024 and 2025 , the Company granted restricted stock units with fair values of

$ 31.3 million and $ 54.7 million , respectively.

These restricted stock units were valued based on the closing price of the Company’s

common stock on the grant date and the number of shares expected to vest.

Restricted stock units containing vesting conditions

generally require service over a period of three years to four years and may also require the satisfaction of certain performance

For awards with performance conditions, the number of restricted stock units expected to vest may change over

time depending upon the performance level expected to be achieved.

These restricted stock units were valued based on the closing price of the

Company’s common stock on the grant date and the number of shares expected to vest.

Restricted stock units containing

vesting conditions generally require service over a period of three years to four years and may also require the satisfaction of

certain performance conditions.

For awards with performance conditions, the number of restricted stock units expected to vest

may change over time depending upon the performance level expected to be achieved.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Stock Options

9 unchanged sentences

Performance condition changes

Unexercised options outstanding—June 30, 2025

Exercisable at June 30, 2025

The Company did not grant any stock options during the six months ended June 30, 2024 and 2025 .

Unexercised options outstanding—September 30, 2025

Exercisable at September 30, 2025

The Company did not grant any stock options during the nine months ended September 30, 2024 and 2025 .

Stock options

3 unchanged sentences

Substantially all of

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

the Company’s outstanding stock options contain both service and performance conditions.

24 unchanged sentences

Changes in redemption value

Balance, as of June 30, 2025 (1)

Balance, as of September 30, 2025 (1)

___________________________

(1) As of December 31, 2024 and June 30, 2025 , Redeemable non-controlling interests include consolidated Affiliate

(1) As of December 31, 2024 and September 30, 2025 , Redeemable non-controlling interests include consolidated Affiliate

sponsored investment products primarily attributable to third-party investors of $ 12.9 million and $ 30.3 million ,

respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Affiliate Equity

3 unchanged sentences

Distributions paid to non-controlling interest Affiliate equity holders were $ 206.5 million and $ 205.5 million for the

six months ended June 30, 2024 and 2025 , respectively.

nine months ended September 30, 2024 and 2025 , respectively.

The Company periodically purchases Affiliate equity from and issues Affiliate equity to the Company’s consolidated

5 unchanged sentences

the Company does not typically have such put and call arrangements.

For the six months ended June 30, 2024 and 2025 , the

amount of cash paid for purchases was $ 55.4 million and $ 42.9 million , respectively.

For the six months ended June 30, 2024

and 2025 , the total amount of cash received for issuances was $ 6.3 million and $ 1.8 million , respectively.

For the nine months ended September 30, 2024 and

2025 , the amount of cash paid for purchases was $ 60.4 million and $ 51.8 million , respectively.

For the nine months ended

September 30, 2024 and 2025 , the total amount of cash received for issuances was $ 6.3 million and $ 1.8 million , respectively.

Sales and purchases of Affiliate equity generally occur at fair value;

4 unchanged sentences

compensation expense in Compensation and related expenses over the requisite service period.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents Affiliate equity compensation expense:

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Controlling interest

3 unchanged sentences

a mandatory repurchase provision upon termination of employment that changed the awards classification from equity to

As a result, for the three and six months ended June 30, 2025 , the Company recorded incremental Affiliate equity

compensation expense of $ 30.5 million attributable to the controlling interest.

liability and as a result, the Company recorded incremental Affiliate equity compensation expense of $ 30.5 million attributable

to the controlling interest.

The following table presents unrecognized Affiliate equity compensation expense:

3 unchanged sentences

December 31, 2024

June 30, 2025

September 30, 2025

The Company records amounts receivable from, and payable to, Affiliate equity holders in connection with the transfer of

1 unchanged sentence

The total receivable was $ 7.9 million and $ 7.1 million as

of December 31, 2024 and June 30, 2025 , respectively, and was included in Other assets.

The total payable was $ 54.8 million

and $ 117.9 million as of December 31, 2024 and June 30, 2025 , respectively, and was included in Other liabilities.

of December 31, 2024 and September 30, 2025 , respectively, and was included in Other assets.

The total payable was $ 54.8

million and $ 235.2 million as of December 31, 2024 and September 30, 2025 , respectively, and was included in Other

Effects of Changes in the Company’s Ownership in Affiliates

7 unchanged sentences

with changes in the current redemption value increasing or decreasing the controlling interest’s equity over time, the following

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

table presents the cumulative effect that ownership changes had on the controlling interest’s equity related only to Affiliate

1 unchanged sentence

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Net income (controlling interest)

(Decrease) increase in controlling interest paid-in capital from Affiliate

equity issuances

(Decrease) increase in controlling interest paid-in capital from Affiliate

equity purchases

Decrease in controlling interest paid-in capital from Affiliate equity

Net income (controlling interest) including the net impact of Affiliate equity

1 unchanged sentence

extent, taxes attributable to the non-controlling interests.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents the consolidated provision for income taxes:

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Controlling interest (1)

4 unchanged sentences

___________________________

(1) For the three months ended June 30, 2024 and 2025 , income tax expense (controlling interest) included intangible-related

deferred tax expense of $ 17.1 million and $ 15.4 million , respectively.

For the six months ended June 30, 2024 and 2025 ,

income tax expense (controlling interest) included intangible-related deferred tax expense of $ 34.2 million and $ 15.5

million , respectively .

(1) For the three months ended September 30, 2024 and 2025 , income tax expense (controlling interest) included intangible-

related deferred tax expense of $ 16.4 million and $ 14.2 million , respectively.

For the nine months ended September 30,

2024 and 2025 , income tax expense (controlling interest) included intangible-related deferred tax expense of $ 50.6 million

and $ 29.7 million , respectively .

(2) Taxes attributable to the controlling interest divided by income before income taxes (controlling interest ) .

The Company’s effective tax rate (controlling interest) for the three and six months ended June 30, 2024 was higher than

the marginal tax rate of 24.5%, primarily due to an expense to reduce the carrying value of an Affiliate to fair value for which

no tax benefit was recorded.

The Company’s effective tax rate (controlling interest) for the three and six months ended June 30, 2025 was higher than

the marginal tax rate of 24.5%, primarily due to an expense attributable to a modification of the terms of certain equity awards

at an Affiliate for which no tax benefit was recorded.

The Company’s effective tax rate (controlling interest) for the three months ended September 30, 2024 was lower than the

marginal tax rate of 24.5%, primarily due to tax windfalls attributable to share-based compensation.

The Company’s effective

tax rate (controlling interest) for the nine months ended September 30, 2024 was higher than the marginal tax rate of 24.5%,

primarily due to an expense to reduce the carrying value of an Affiliate to fair value for which no tax benefit was recorded.

The Company’s effective tax rate (controlling interest) for the three months ended September 30, 2025 was lower than the

marginal tax rate of 24.5%, primarily due to tax windfalls attributable to share-based compensation, partially offset by an

expense attributable to certain equity awards at an Affiliate for which no tax benefit was recorded.

The Company’s effective

tax rate (controlling interest) for the nine months ended September 30, 2025 was higher than the marginal tax rate of 24.5%,

primarily due to an expense attributable to certain equity awards at an Affiliate for which no tax benefit was recorded.

The Company’s effective tax rate reflects the relative contributions of earnings in the jurisdictions in which the Company

7 unchanged sentences

Financial Statements.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

On July 4, 2025, An Act to Provide for Reconciliation Pursuant to Title II of the H.

1 unchanged sentence

law, which included certain modifications to federal tax law.

The Company is currently evaluating the provisions of

the Act but does not expect the Act to have a material impact on its Consolidated Financial Statements.

The Company continues to evaluate the provisions of

the Act but currently does not expect the Act to have a material impact on its Consolidated Financial Statements.

Earnings Per Share

3 unchanged sentences

for the dilutive effect of the potential issuance of incremental shares of the Company’s common stock.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following is a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per

1 unchanged sentence

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Net income (controlling interest)

Income (loss) from hypothetical settlement of Redeemable non-controlling

interests, net of taxes

Income from hypothetical settlement of Redeemable non-controlling interests,

Interest expense on junior convertible securities, net of taxes

4 unchanged sentences

Hypothetical issuance of shares to settle Redeemable non-controlling interests

Junior convertible securities

Assumed issuance of junior convertible securities shares

Average shares outstanding (diluted)

4 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Stock options and restricted stock units

Shares issuable to settle Redeemable non-controlling interests

For the three and six months ended June 30, 2025 , under its authorized share repurchase program, the Company

For the three and nine months ended September 30, 2025 , under its authorized share repurchase program, the Company

repurchased 0.3 million and 1.9 million shares of its common stock at an average price per share of $ 230.04 and $ 180.49 ,

respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Comprehensive Income

The following tables present the tax effects allocated to each component of Other comprehensive income (loss):

For the Three Months Ended June 30,

Foreign currency translation gain (loss)

The following tables present the tax effects allocated to each component of Other comprehensive income:

For the Three Months Ended September 30,

Foreign currency translation gain

Change in net realized and unrealized gain

2 unchanged sentences

available-for-sale debt securities

Other comprehensive income (loss)

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Six Months Ended June 30,

Tax (Expense)

Other comprehensive income

For the Nine Months Ended September 30,

Foreign currency translation gain

13 unchanged sentences

Net other comprehensive income

Balance, as of June 30, 2025

Balance, as of September 30, 2025

Segment Information

7 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-Q

Item 1. Financial Statements