What changed in this filing

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Item 1. Business

2026-02-17 compared with 2025-02-14 · 135 added, 98 removed, 246 unchanged (49% of the section changed)

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approach, and allocating resources across our unique opportunity set to the areas of highest growth and return.

We believe that high-quality, partner-own ed firms have fundamental competitive advantages in meeting client objectives.

We believe that high-quality, partner-owned firms have fundamental competitive advantages in meeting client objectives.

With their entrepreneurial, investment-centric cultures, and deep alignment of interests with clients through direct equity

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Our business generates significant cash flow, which

we deploy toward growth investments and return of capital to shareholders, primarily through share repurchases.

we deploy toward growth investments and the return of capital to shareholders.

Our growth investments are focused on:

(i) partnering with high-quality new Affiliates operating in secular demand areas;

(ii) investing in and alongside our existing Affiliates to capitalize on their growth opportunities, including through seeding new

and (iii) investing in our own strategic value-add capabilities, which are leveraged by our Affiliates to further scale

and diversify their organizations.

Across these opportunities, we are focused on investing in areas of secular growth and long-

term client demand.

(i) partnering with high-quality new Affiliates operating in areas of durable client

(ii) investing in and alongside our existing Affiliates to capitalize on their growth opportunities, including by seeding

new products;

and (iii) investing in our own strategic value-add capabilities, which are leveraged by our Affiliates to further

scale and diversify their businesses.

Across these opportunities, we are focused on investing in areas of secular growth and

long-term client demand.

As part of our strategy, we consistently evaluate our forward opportunity set;

over the last several years,

we have further invested in alternative strategies, including private markets and liquid alternatives.

Through these recent

growth investments, we have deliberately evolved our business toward alternatives, with the intention of improving our long-

term organic growth and earnings growth prospects as well as further enhancing the stability of our cash flow.

AMG’s strategic expertise in collaborating with partner-owned firms has been honed over the course of three decades.

unique approach provides independent firms with the advantages of a long-term strategic partnership, while actively supporting

their autonomy and independence, thereby preserving their core strengths and essential elements of their success – their

entrepreneurial cultures, investment focus, and disciplined long-term orientations.

We believe that clients recognize these

fundamental characteristics of partner-owned firms, as well as the alignment created by direct equity ownership by firm

principals, as competitive advantages in achieving client investment goals and objectives.

We hold meaningful equity interests

in each of our Affiliates, and typically each Affiliate’s management team retains a significant equity interest in their own firm.

Affiliate management equity ownership (along with our long-term ownership) aligns our interests and preserves Affiliate

management equity incentives, including the opportunity for Affiliate management to participate directly in the long-term

future growth and profitability of their firms.

over the last several

years, we have further invested in alternative strategies, including significant capital deployed toward new investments in fast-

growing areas within private markets and liquid alternatives aligned with long-term trends.

Through these recent growth

investments, we have deliberately evolved our business toward alternatives, with the intention of improving our long-term

organic growth and earnings growth prospects as well as further enhancing the stability of our cash flow.

AMG’s strategic expertise in collaborating with partner-owned firms has been honed across more than three decades of

working closely with our Affiliates.

Our unique approach provides independent firms with the advantages of a long-term

strategic partnership, while actively supporting their autonomy and independence, thereby preserving their core advantages and

the essential elements of their success — their entrepreneurial cultures, differentiated investment expertise, and disciplined

long-term orientations.

We believe that clients recognize these fundamental characteristics of partner-owned firms, as well as

the alignment created by direct equity ownership by firm principals, as competitive advantages in achieving client investment

goals and objectives.

We hold meaningful equity interests in each of our Affiliates, and typically each Affiliate’s management

team retains a significant equity interest in their own firm.

Affiliate management equity ownership (along with our long-term

ownership) creates strong alignment and enables Affiliate management to participate directly in the long-term success of their

Our goal with Affiliates is to be an excellent partner.

As the business landscape continues to change, the needs of

independent firms also evolve.

Accordingly, AMG continues to invest in our strategic capabilities to enhance our Affiliates’

ability to achieve their long-term strategic objectives.

Each Affiliate partnership is unique, and we work closely with our

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planning, and strategic advisory.

In many cases, where Affiliates access our growth capital or capital formation capabilities, we

invest our capital and resources to develop, seed, and distribute new strategies and products to meet evolving client needs, as

well as by deploying our distribution capabilities.

Our distribution capabilities provide access to institutional and wealth clients

to complement our Affiliates’ own resources and expand their reach, including by leveraging the expertise of our senior sales

and marketing professionals and the depth and breadth of AMG’s strategic relationships in the U.S., Europe, the UK, the

Middle East, and Asia.

As part of our capital formation capabilities, AMG’s vertically-integrated U.S.

wealth platform enables

Affiliates to access the attractive and growing wealth marketplace.

Affiliates can leverage AMG’s product development

capabilities, sales organization, and operational platform to access this market, which is challenging for independent managers

to effectively do on their own at scale;

likewise, AMG’s platform provides wealth clients with access to differentiated product

from best-in-class independent managers.

We have a track record of successfully bringing Affiliate strategies to market, having

launched one of the first evergreen funds in the private equity space, and are continuing to build on our success through the

launch of a number of new alternative strategies in the wealth marketplace.

In addition, for some of our Affiliates, we leverage

our long-term partnership approach to facilitate succession planning across generations of Affiliate management principals and

provide succession planning solutions and advice, which can include a degree of liquidity and financial diversification along

with incentive alignment for next-generation partners.

Our proven ability to magnify the competitive advantages of partner-owned firms, while also preserving their

independence, differentiates AMG's partnership model and is increasingly valued by prospective Affiliates.

Independent firms

seeking an institutional partner are attracted to our innovative partnership approach and our global reputation as a successful

strategic partner to independent investment firms around the world.

Today, we are increasingly focused on partnering with firms where AMG’s strategic

capabilities can add significant value and with firms that see the value of a strategic partner that can magnify their success — as

illustrated by our recent investments.

We believe our strategic capabilities provide many of the benefits offered by

consolidation models, while critically enabling firms to retain their independence.

Together, these capabilities and our

commitment to Affiliate independence over the long term distinctly differentiate AMG’s partnership model from other strategic

paths available to independent firms.

In many cases, where Affiliates access our growth capital or capital formation capabilities, we invest our capital and

resources to develop, seed, and distribute new strategies and products that meet evolving client needs.

Our distribution

capabilities provide access to institutional and wealth clients to complement our Affiliates’ own resources and expand their

reach, including by leveraging the expertise of our senior sales and marketing professionals and the depth and breadth of

AMG’s strategic relationships in the U.S., Europe, the UK, the Middle East, and Asia.

As part of our capital formation

capabilities, AMG’s partnership model provides Affiliates access to its vertically-integrated U.S.

wealth platform, which

includes product development expertise, an operations team supporting all aspects of the product lifecycle, and a scaled

distribution organization operating across specialized sales teams, a strategic relationships team, and marketing.

Accessing the

attractive and growing U.S.

wealth marketplace is challenging for independent managers to effectively do on their own, at

leveraging AMG’s dedicated resources and coordinated strategy across key distribution channels has been essential to the

successful launch and sustainable growth of our Affiliates’ new alternative products for the U.S.

wealth market .

AMG’s platform provides wealth clients with access to differentiated products from best-in-class independent managers.

have a track record of successfully bringing Affiliate strategies to market — including one of the first evergreen funds in the

private equity space — a nd we are continuing to build on our success through the launch of innovative products, including four

new alternative strategies and an active exchange-traded fund (“ ETF ”) in the past two years .

In addition, for some of our Affiliates, we leverage our long-term partnership approach to facilitate succession planning

across generations of Affiliate management principals and provide succession planning solutions and advice, which can include

a degree of liquidity and financial diversification along with incentive alignment for next-generation partners.

We also engage

with our Affiliates on strategic matters to advance their broader objectives.

We enter every partnership with a long-term

orientation to magnify our Affiliates’ advantages and support their multi-year business plans.

While Affiliates typically partner

with AMG to preserve their independence and partnership culture, evolving conditions may lead an Affiliate to consider other

In such cases, through our active strategic engagement, we collaborate with Affiliates to evaluate appropriate strategic

alternatives.

When strategic transactions occur, they typically enhance our flexibility to execute our growth strategy and return

capital to shareholders, as we deploy the resulting proceeds in accordance with our disciplined capital allocation framework.

Given our partnership structure, strategic decisions are led by our Affiliates and AMG retains certain rights to protect AMG

shareholder interests.

And because we are aligned with our Affiliates, their success is our success.

Our proven ability to magnify the competitive advantages of partner-owned firms, while preserving their independence,

differentiates AMG's partnership model and is increasingly valued by prospective Affiliates.

Independent firms seeking an

institutional partner are attracted to our innovative partnership approach and our global reputation as a successful strategic

partner to leading independent investment firms around the world.

We anticipate that the principal owners of independent

investment firms will continue to seek access to an evolving range of growth and succession solutions.

We will, therefore,

continue to have a significant opportunity to invest in and partner with additional high-quality firms across the global

Accordingly, we expect

to continue to have a significant opportunity to invest in and partner with additional high-quality firms across the global

investment management industry.

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upon these investment opportunities through our:

• established process of identifying, and cultivating relationships with, high-quality prospective Affiliates;

• established process of identifying, and cultivating relationships with, high-quality prospective Affiliates in our areas

• broad industry network and proprietary relationships developed with prospects over many years;

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• global reputation as an excellent partner to our Affiliates, having provided innovative solutions for the strategic

needs of independent investment firms across three decades;

• successful engagement with our Affiliates to enhance their long-term prospects, including through product

development, distribution, and other business development initiatives.

needs of independent investment firms for more than three decades;

• successful engagement with our Affiliates to enhance their long-term prospects, including through access to growth

capital, product strategy and distribution through our capital formation capabilities, succession planning, and

strategic advisory.

Our Affiliates

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Our Affiliates’ attractive return streams are utilized in client portfolios to address a range of

needs for institutional and wealth clients globally;

needs for institutional and individual clients globally;

certain Affiliates also provide investment management and customized

investment counseling and fiduciary services to high net worth individuals and families and institutional clients.

investment counseling and fiduciary services to high net worth individuals, families, and institutional clients.

As of December 31, 2025 , our Affiliates managed approximately $813 billion across a broad range of investment styles

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Our Affiliates managed approximately $146 billion in private market assets.

These Affiliates operate in a

diverse number of areas with long-term structural tailwinds, including infrastructure, credit, private market solutions, and

specialty areas including industrial decarbonization, life sciences, and multi-family real estate.

With long-dated capital

commitments, and the growing potential to generate and realize carried interest over time, we believe our private markets

Affiliates enhance AMG’s long-term organic growth, earnings power, and cash flow stability.

These firms operate across a

diverse number of growing areas within private markets and share key characteristics that position them for long-term value

creation, including differentiated investment approaches, and deep sector expertise, regional networks, and market-specific

knowledge — all of which enhance sourcing and execution.

With differentiated investment models, a focus on diverse areas

with long-term structural tailwinds, long-dated capital commitments, and the growing potential to generate and realize carried

interest over time, we believe our private markets Affiliates enhance AMG’s long-term organic growth and earnings power.

Liquid Alternatives:

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These Affiliates have

excellent long-term track records across both beta-sensitive and absolute return strategies, including global macro, relative

value fixed income, and trend-following, which are designed to generate returns that have low or no correlation to broader

These strategies can generate sizable performance fee earnings that — given their diversity and demonstrated low

correlation to risk assets — can contribute to the stability of AMG’s earnings over time.

Many of our liquid alternative

strategies are designed to protect against volatility and drawdowns, complementing our private markets and differentiated long-

only strategies.

excellent long-term track records across both beta-sensitive and absolute return strategies, including multi-strategy, global

macro, relative value fixed income, and trend-following, which are designed to generate returns that have low or no correlation

to broader markets.

These strategies can generate sizable performance fee earnings that — given their diversity and

demonstrated low correlation to risk assets — can contribute to the stability of AMG’s earnings over time.

Many of our liquid

alternative strategies are designed to protect against volatility and drawdowns, complementing our private markets and

differentiated long-only strategies.

Differentiated Long-Only Strategies

Equities and Multi-asset and Fixed Income :

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Our Affiliates operate across a range of traditional equity and fixed income strategies typically through mutual fund

products governed by the Investment Company Act of 1940, as amended (the “Investment Company Act”), separately managed

accounts, and Undertakings for Collective Investment in Transferable Securities (“UCITS”), in both the U.S.

and international

Additionally, we have several wealth management Affiliates, which manage multi-asset class portfolios on behalf of

their clients.

These Affiliates have built enduring franchises with specialized investment expertise and long-term track records

across all stages of a market cycle.

products governed by the Investment Company Act of 1940, as amended (the “Investment Company Act”), ETFs, separately

managed accounts, and Undertakings for Collective Investment in Transferable Securities (“UCITS”), in both the U.S.

international markets.

Additionally, we have several wealth management Affiliates, which manage multi-asset class portfolios

on behalf of their clients.

These Affiliates have built enduring franchises with specialized investment expertise and long-term

track records across all stages of a market cycle.

With meaningful earnings contributions from each of private markets, liquid alternatives, and differentiated long-only

(including equities and multi-asset and fixed income) strategies, AMG’s business and earnings profile is highly diversified.

Given the complementary nature of these strategies, this diversification enhances our earnings stability and supports our ability

to reinvest in the highest growth and return opportunities to benefit our shareholders.

Our exposure across these

complementary areas further distinguishes AMG’s business model within the independent investment management industry and

positions AMG as an attractive strategic partner for leading independent investment firms operating across multiple asset

Our Partnership Structure with Affiliates

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In the case of structures where we contractually share in the Affiliate’s revenue without regard to expenses, comprising

Affiliates that contribute a majority of our Consolidated revenue, the Affiliate allocates a specified percentage of its revenue to

us and Affiliate management, while using the remainder for operating expenses and additional distributions to Affiliate

Affiliates that contribute a majority of Consolidated revenue , the Affiliate allocates a specified percentage of its revenue to us

and Affiliate management, while using the remainder for operating expenses and additional distributions to Affiliate

We and Affiliate management, therefore, participate in any increase or decrease in revenue, and only Affiliate

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Many of these firms may offer products and services that our Affiliates

may not, in particular investment strategies such as passively managed products, including exchange traded funds, which

typically carry lower fee rates.

Certain Affiliates offer their investment management services to the same client types and, from

time to time, may compete with each other for clients.

In addition, there are relatively few barriers to entry for new investment

management firms, especially for those providing investment management services to institutional and high net worth investors.

We believe that the most important factors affecting our Affiliates’ ability to compete for clients are the:

may not, in particular investment strategies such as passively managed products, including ETFs, which typically carry lower

Certain Affiliates offer their investment management services to the same client types and, from time to time, may

compete with each other for clients.

In addition, there are relatively few barriers to entry for new investment management

firms, especially for those providing investment management services to institutional and high net worth investors .

that the most important factors affecting our Affiliates’ ability to compete for clients are the:

• investment performance, investment styles, and reputations of our Affiliates and their management teams;

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Commodity Futures Trading Commission (“CFTC”) with respect to the management

of funds and other products that utilize futures, swaps, o r other CFTC-regulated instruments.

of funds and other products that utilize futures, swaps, or other CFTC-regulated instruments.

In addition, certain of our Affiliates and our U.S.

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Due to the extensive laws and regulations to which we and our Affiliates are subject, we and our Affiliates must devote

substantial time, expense an d effort to remain current on, and to address, legal and regulatory compliance matters.

substantial time, expens e, and effort to remain current on, and to address, legal and regulatory compliance matters.

established compliance programs for each of our operating subsidiaries, and each of our Affiliates has established compliance

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compliance professionals in place to address these requirements, and have relationships with various legal and regulatory

advisers in each of the countries where we and our Affiliates conduct business.

advisors in each of the countries where we and our Affiliates conduct business.

See “Item 1A.

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Our annual anonymous employee engagement survey reported an employee

satisfaction rating of approximately 90% in 2024 , which we attribute to our focus and commitment to our employees, our

entrepreneurial culture and partnership orientation, and our meaningful involvement with communities surrounding our offices.

satisfaction rating of 93% in 2025 , which we attribute to our focus and commitment to our employees, our entrepreneurial

culture and partnership orientation, and our meaningful involvement with communities surrounding our offices.

We prioritize employee engagement through a range of cross-functional, multi-level communication and collaboration

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management positions in our workforce, gender diversity is 39% , and nearly half ( 47% ) of our employees are women.

three of seven ( 43% ) independent members of our Board of Directors are women, and three of seven ( 43% ) independent

four of seven ( 57% ) independent members of our Board of Directors are women, and three of seven ( 43% ) independent

directors are ethnically diverse.

In addition, one of our three Board committees is chaired by a woman.

In addition, two of our three Board committees are chaired by women.

Our executive

management team has responsibility for human capital initiatives, in coordination with our Sustainability Committee, and

reviews these initiatives with our Board of Directors regularly.

management team has responsibility for human capital initiatives, in coordination with a cross-functional management

committee with oversight responsibility for these matters , and reviews these initiatives with our Board of Directors regularly.

Our website is www.amg.com .

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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 1. Business