What changed in this filing

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Item 1A. Risk Factors

2026-02-17 compared with 2025-02-14 · 290 added, 235 removed, 454 unchanged (54% of the section changed)

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and our earnings may be adversely affected by changes in the relative performance or in the relative levels and mix of assets

under management among our Affiliates, independent of our aggregate operating performance measures.

Challenging market

conditions, volatility or slowdowns affecting a particular asset class, client type, product structure, geographic region, industry

or other category of investment could have a significant adverse impact on a specific Affiliate if its investments are

concentrated in that area, which could result in lower investment returns and in turn, lower fees earned at that Affiliate.

certain Affiliates contribute more significantly to our results than other Affiliates and, therefore, changes in fee levels, product

mix, assets under management, or investment performance of such Affiliates could have a disproportionate adverse impact on

our financial condition and results of operations.

under management among our Affiliates, including as a result of restructurings or dispositions of our equity interests in an

Affiliate, independent of our aggregate operating performance measures.

Challenging market conditions, volatility or

slowdowns affecting a particular asset class, client type, product structure, geographic region, industry or other category of

investment could have a significant adverse impact on a specific Affiliate if its investments are concentrated in that area, which

could result in lower investment returns and in turn, lower fees earned at that Affiliate.

Further, certain Affiliates contribute

more significantly to our results than other Affiliates and, therefore, changes in fee levels, particularly with respect to Affiliates

earning performance-based fees, product mix, assets under management, or investment performance, or operational issues or

other events impacting such Affiliates could have a disproportionate adverse impact on our financial condition and results of

Our financial results could be adversely affected by any reduction in our assets under management, which could reduce the

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liquidity issues in the financial system generally;

• financial crises, political or diplomatic developments in the U.S.

or globally, including uncertainties regarding actual

and potential changes in domestic, foreign, trade, economic, and other policies, trade tensions, public health crises,

civil unrest, war, terrorism, natural disasters, or risks associated with global climate change;

• financial crises, political or diplomatic developments or instability in the U.S.

or globally, including uncertainties

regarding actual and potential changes in domestic, foreign, trade, economic, and other policies, trade tensions, public

health crises, civil unrest, war, terrorism, natural disasters, fluctuations in commodity prices, or risks associated with

global climate change;

• other factors that are difficult to predict.

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be difficult or impossible to control, and costly or impossible to remediate, including:

• alleged or actual failures by us, our Affiliates, or our respective employees to comply with applicable laws, rules, or

• alleged or actual failures by us, our Affiliates, or our respective employees or third-party service providers or

counterparties to comply with applicable laws, rules, or regulations, or contractual obligations or instructions;

• errors in our public reports;

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• fund liquidity or valuation issues, or issues relating to the use of leverage, including with respect to assets within

private markets funds, liquid alternatives, or similar products of certain of our Affiliates;

private markets funds, liquid alternative, or similar products of certain of our Affiliates;

• threatened or actual litigation against us, any of our Affiliates, or our respective employees;

• perceived or actual conflict between us and any of our Affiliates or among our Affiliates;

• changes in the structure of our partnership interests in any of our Affiliates, including any repositioning or divestments

of such interests;

• research published by securities or industry analysts about us or any of our Affiliates;

• negative perceptions of our or certain of our Affiliates’ investments or business practices by stakeholder groups who

have increasingly expressed divergent views on a range of environmental, social, and governance matters;

• fraudulent impersonations of us, our Affiliates, or members of our management by third-party bad actors, including in

social engineering schemes that attempt to manipulate targeted recipients into participating in fraudulent investments,

purport to offer investment services, or solicit fraudulent investments, including through fake websites and on social

media platforms and messaging applications;

• fraudulent impersonations of us, our Affiliates, or our respective employees by third-party bad actors, including in

social engineering schemes that attempt to manipulate targeted recipients into sharing confidential information,

participating in fraudulent investments, purport to offer investment services, or solicit fraudulent investments,

including through fake phone calls, e-mails, and websites, and on social media platforms and messaging applications;

• other events and factors that are difficult to predict including those that could impact our Affiliates’ ability to compete

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inaccurate, satisfactorily addressed, or if no violation or wrongdoing actually occurred, could adversely impact our Affiliates’

reputations and their relationships with clients, our relationships with our Affiliates, and our ability to negotiate agreements

with new independent investment firms, any of which could have an adverse effect on our reputation, our financial condition

and results of operations, or the market price of our common stock.

reputations and their relationships with clients, our relationships with our Affiliates and business partners, our access to the

capital markets or other financing, and our ability to negotiate agreements with new independent investment firms, any of

which could have an adverse effect on our reputation, our financial condition and results of operations, or the market price of

our common stock.

The investment management industry is highly competitive.

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These firms may also compete by seeking to capitalize on a trend towards

institutions consolidating the number of investment managers they work with.

Competition from these firms may reduce the

fees that our Affiliates can obtain for investment management services, or could impair our Affiliates’ ability to attract and

retain client assets, and any failure by our Affiliates to successfully develop competing new products and services, or

effectively manage the associated operational risks, could harm our Affiliates’ reputations and expose them to additional costs

or regulatory scrutiny, which could adversely affect our assets under management, financial condition and results of operations.

We believe that our Affiliates’ ability to compete effectively with other firms depends upon the performance of our Affiliates’

investment strategies, the applicability of products to meet client objectives and preferences, and the continued development of

strategies and products to meet the evolving needs and demands of investors, as well as our Affiliates’ reputations, client

relationships, fee structures, client-servicing capabilities, and the marketing and distribution of their investment strategies,

among other factors.

institutions consolidating the number of investment managers they work with, and advances in technology and digital wealth

and distribution tools.

Competition from these firms may reduce the fees that our Affiliates can obtain for investment management services, or

could impair our Affiliates’ ability to attract and retain client assets, and any failure by our Affiliates to successfully adapt their

strategies and develop competitive new products and services, or effectively manage the associated operational risks, could

harm our Affiliates’ reputations and competitive positions, and expose them to additional costs or regulatory scrutiny, which

could adversely affect our assets under management, financial condition and results of operations.

We believe that our

Affiliates’ ability to compete effectively with other firms depends upon the performance of our Affiliates’ investment strategies,

the applicability of products to meet client objectives and preferences, and the continued development of increasingly complex

strategies and products, including those offered on our U.S.

wealth distribution platform, to meet the evolving needs and

demands of investors, as well as our Affiliates’ reputations, client relationships, fee structures, client-servicing capabilities, and

the marketing and distribution of their investment strategies, among other factors.

See “Competition” in Item 1.

Our Affiliates may not compare favorably with their competitors in any or

all of these categories, and technological developments, including financial applications and services based on generative

artificial intelligence (“AI”) , may over time reduce the demand for, or clients’ willingness to pay for, certain products and

From time to time, our Affiliates may also compete with each other for clients and investment opportunities.

Our Affiliates

may not compare favorably with their competitors in any or all of these categories, and technological developments, including

financial applications and services based on generative artificial intelligence, machine-learning algorithms, and large language

models (“AI”), may over time reduce the demand for, or clients’ willingness to pay for, certain products and services.

time to time, our Affiliates may also compete with each other for clients and investment opportunities.

Investment management contracts are subject to termination on short notice.

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difficult to predict the frequency and magnitude of these purchases or associated capital calls.

As of December 31, 2024 , the

current redemption value relating to Affiliate equity interests was $405.3 million , of which $350.5 million was presented as

Additionally, the valuation of

certain of these assets on our balance sheet may cause volatility from period to period.

As of December 31, 2025 , the current

redemption value relating to Affiliate equity interests was $408.0 million , of which $246.8 million was presented as

Redeemable non-controlling interests (including $32.2 million of consolidated Affiliate sponsored investment products

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As of December 31, 2025 , we had outstanding debt of $2.7 billion .

Our level of indebtedness may increase if we fund

future investments or other expenses through borrowings.

We may also seek to refinance existing indebtedness for the purpose

of managing maturity dates, to seek alternative financing terms or for other reasons, which may not be available on similar

terms as our existing indebtedness, including with respect to interest rates.

Any additional indebtedness could increase our

vulnerability to general adverse economic and industry conditions and may require us to dedicate a greater portion of our cash

flows from operations to payments on our indebtedness.

The financing activities described above could increase our Interest expense, decrease our Net income (controlling interest)

or dilute the interests of our existing stockholders.

In addition, our access to additional capital, and the cost of capital we are

able to access, is influenced by a number of factors, including the state of global credit and equity markets, interest rates, credit

spreads and our credit ratings.

As a result, we may be unable to enter into new credit facilities or issue debt or equity in the

future on attractive terms, or at all.

Our level of indebtedness may increase if we, our

subsidiaries, and/or our consolidated Affiliates fund future investments or other expenses through borrowings.

seek to refinance existing indebtedness for the purpose of managing maturity dates, to seek alternative financing terms or for

other reasons, which may not be available on similar terms as our existing indebtedness, including with respect to interest rates.

Any additional indebtedness could increase our vulnerability to general adverse economic and industry conditions and may

require us to dedicate a greater portion of our cash flows from operations to payments on our indebtedness.

The financing activities described above could increase our Interest expense, decrease our Net income (controlling

interest), or dilute the interests of our existing stockholders.

In addition, our access to additional capital, and the cost of capital

we are able to access, is influenced by a number of factors, including the state of global credit and equity markets, interest rates,

credit spreads, and our credit ratings.

As a result, we may be unable to enter into new credit facilities or issue debt or equity in

the future on attractive terms, or at all.

We are currently rated A3 by Moody’s Investors Service and BBB+ by S&P Global

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management to exercise significant judgment.

In prior periods, we have recorded expenses to reduce the carrying value to fair

value of certain Affiliates and certain acquired client relationships, and may experience similar impairment events in future

reporting periods.

See “Critical Accounting Estimates and Judgments” in Item 7 and Notes 7 and 8 of the Consolidated

Financial Statements.

For the year ended December 31, 2025 , we recorded expenses to reduce the

carrying value to fair value of certain acquired client relationships, and in prior periods we have recorded expenses to reduce the

carrying value to fair value of certain Affiliates and/or certain acquired client relationships, and may experience similar

impairment events in future reporting periods.

See “Critical Accounting Estimates and Judgments” in Item 7 and Notes 7 and 8

of the Consolidated Financial Statements.

Market risk management activities may adversely affect our liquidity and results of operations.

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Our investments involve a number of

risks, including the existence of unknown liabilities that may arise after making an investment, some of which may depend

upon factors that are not under our control.

risks, including regulatory considerations and the existence of unknown liabilities that may arise after making an investment,

some of which may depend upon factors that are not under our control.

We may also make new investments using complex or

innovative structures and terms, including joint ventures, deferred economics, or product development partnerships, which may

introduce additional risks and uncertainties.

Further, the consummation of our announced investments is generally subject to a

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consummated, we may experience a decline in the price of our common stock.

Our growth strategy also includes selectively pursuing strategic partnerships, transactions, and initiatives, which could

involve additional risks and uncertainties.

Our growth strategy also includes selectively pursuing strategic partnerships, transactions, and initiatives in areas where we

can assist our Affiliates in growing and diversifying their businesses (including through seed capital, general partner

commitments, and other strategic investments in our Affiliates and their funds), to further enhance our competitive position, or

where we believe we can add value and generate meaningful returns.

These strategic partnerships, transactions, and initiatives

may be complementary to our existing business or involve new operational areas, product structures, or strategies (including in

private markets and liquid alternatives), which includes, among others, initiatives to increase the number and type of investment

products offered to high-net-worth individuals and families through our U.S.

wealth and global distribution platforms, and

expanding the geography and scope of our operations.

These initiatives involve risks and uncertainties, including compliance

with additional regulatory and disclosure requirements, increased potential for disputes, exposure to more volatile market

segments and reputational risks, and significant commitments of capital over extended periods of time.

Addressing these risks

and uncertainties may require additional resources and investment, including the implementation of new operational controls

and procedures, as well as require complex contractual arrangements, structures, and specialized skills.

There is no certainty

that such initiatives will deliver the anticipated benefits over the expected time frame or at all, or that our stockholders will react

Any failure to successfully execute on strategic partnerships, transactions, or initiatives, including in connection

with our entry into new operational areas or effectively managing associated risks, or by our Affiliates in deploying strategic

capital into suitable new investment opportunities, could harm our reputation and expose us to additional costs, which could

adversely affect our assets under management, financial condition, and results of operations.

Our growth strategy also includes selectively pursuing strategic partnerships, transactions, joint ventures, and initiatives,

which could involve additional risks and uncertainties.

Our growth strategy also includes selectively pursuing strategic partnerships, transactions, joint ventures, and initiatives in

areas where we can assist our Affiliates in growing and diversifying their businesses (including through seed capital, general

partner commitments, and other strategic investments in our Affiliates and their funds), to further enhance our competitive

position, or where we believe we can add value and generate meaningful returns.

These strategic partnerships, transactions,

joint ventures, and initiatives may be complementary to our existing business or involve new operational areas, product

structures, or strategies (including in private markets and liquid alternatives), which includes, among others, initiatives to

increase the number and type of investment products offered to high-net-worth individuals and families through our U.S.

and global distribution platforms, and expanding the geography and scope of our operations.

These initiatives involve risks and

uncertainties, including compliance with additional regulatory and disclosure requirements, increased potential for disputes,

exposure to more volatile market segments and reputational risks, and significant commitments of capital over extended periods

Addressing these risks and uncertainties may require additional resources and investment, including the

implementation of new operational controls and procedures, as well as require complex contractual arrangements, structures,

and specialized skills.

There is no certainty that such initiatives will deliver the anticipated benefits over the expected time

frame or at all, or that our stockholders will react favorably.

Any failure to successfully execute on strategic partnerships,

transactions, joint ventures, or initiatives, including in connection with our entry into new operational areas or effectively

managing associated risks, or by our Affiliates in deploying strategic capital into suitable new investment opportunities, could

harm our reputation and expose us to additional costs or divert resources from other opportunities, which could adversely affect

our assets under management, financial condition, and results of operations.

The structure of our partnership interests in our Affiliates may expose us to unanticipated changes in Affiliate revenue,

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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

In these types of structures, while our distributions generally have priority, our agreed allocations may not

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Such repositioning may be done in order to address an Affiliate’s succession planning,

changes in its revenue or operating expense base, our or the Affiliate’s strategic planning, or other developments.

repositioning of our interest in an Affiliate may result in increased exposure to changes in the Affiliate’s revenue and/or

operating expenses, or in additional investments or commitments from us, or could increase or reduce, or change the structure

of, our interest in the Affiliate.

In some cases, this could result in the full divestment of our interest to Affiliate management or

to a third-party, or in our acquisition of all of the equity interests of the Affiliate.

In addition, certain of our Affiliates have

customary rights in certain circumstances to restructure or sell their interests in their firm to a third-party, which could be

through a direct majority or minority sale transaction, a private or public offering, or otherwise, and to cause us to participate in

such restructuring or sale, which could be on terms that we view as less favorable than an alternative transaction or to retaining

our interest.

Any such transactions or changes, or disputes in relation to such transactions or changes which do not resolve in

our favor, could have an adverse impact on our reputation, financial condition, and results of operations.

changes in its revenue or operating expense base, our or the Affiliate’s strategic planning, regulatory considerations, or other

developments.

Any repositioning of our interest in an Affiliate may result in increased exposure to changes in the Affiliate’s

revenue and/or operating expenses, or in additional investments or commitments from us, or could increase or reduce, or

change the structure of, our interest in the Affiliate, or cause misalignment with Affiliate management.

In some cases, this

could result in the partial or full divestment of our interest to Affiliate management or to a third-party, or in our acquisition of

all of the equity interests of the Affiliate.

The divestment of our interests in an Affiliate may result in changes in the

composition of our assets under management or client cash flows, and there can be no assurance that the proceeds from any

such transactions will be deployed more effectively, including for new investments or other strategic initiatives, than if we

retained our interest in such Affiliate.

In addition, certain of our Affiliates have customary rights in certain circumstances to

restructure or sell their interests in their firm to a third-party, which could be through a direct majority or minority sale

transaction, a private or public offering, or otherwise, and to cause us to participate in such restructuring or sale, which could be

on terms that we view as less favorable than an alternative transaction or to retaining our interest, or that we may view

favorably, but results in reduced control for us, shifting incentives, and creating additional risks and uncertainties.

occurrence of any of the above transactions or changes, increases in the frequency thereof, or disputes in relation to such

transactions or changes, could have an adverse impact on our reputation, financial condition, and results of operations, as well

as on our relationships with existing and prospective Affiliates, and could divert capital from other opportunities.

We and our Affiliates rely on certain key personnel and cannot guarantee their continued service.

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The market for highly skilled professionals in the

investment management industry is highly competitive, particularly in alternative strategies.

investment management industry is highly competitive, particularly in alternative strategies, and further technological

advancements, including with respect to AI, could result in increased demand and competition for individuals with certain

specialized skills and technological knowledge.

These individuals also have an increasing number of employment options

outside of asset management firms, such as family offices and multi-manager platforms.

Further, the departure of key

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suspension or termination of those products’ investment periods.

Since certain of our Affiliates contribute more significantly to

our results than other Affiliates, the loss of key personnel at these Affiliates could have a disproportionately adverse impact on

our business, financial condition, and results of operations.

In addition, the pervasiveness of social media and public

focus on the externalities of business activities could lead to wider dissemination of adverse or inaccurate information relating

to such key individuals, making remediation more difficult and magnifying reputational risk.

Since certain of our Affiliates

contribute more significantly to our results than other Affiliates, the loss of key personnel at these Affiliates could have a

disproportionately adverse impact on our business, financial condition, and results of operations.

RISKS RELATED TO OUR COMMON STOCK

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The sale or issuance of substantial amounts of our common stock in the public market could adversely impact its price.

connection with our financing activities, we have issued junior convertible trust preferred securities and maintain an equity

distribution program, either of which may result in the issuance of our common stock upon the occurrence of certain events.

We also have outstanding option and restricted stock awards that have been granted under our share-based incentive plans.

Additionally, we have the right to settle certain Affiliate equity purchase obligations with shares of our common stock.

Moreover, in connection with future financing activities, we may issue additional convertible securities or shares of our

common stock, including through forward equity transactions.

Any such issuance of shares of our common stock could have

the effect of substantially diluting the interests of our current equity holders.

In the event that a large number of shares of our

common stock are sold or issued in the public market, or the expectation that such sales or issuances will occur, the price of our

common stock may decline as a result.

connection with our financing activities we maintain an equity distribution program, under which we may issue shares of our

common stock from time to time.

We also have outstanding option and restricted stock awards that have been granted under

our share-based incentive plans.

Additionally, we have the right to settle certain Affiliate equity purchase obligations with

shares of our common stock.

Moreover, in connection with future financing activities, we may issue convertible securities or

shares of our common stock, including through forward equity transactions.

Any such issuance of shares of our common stock

could have the effect of substantially diluting the interests of our current equity holders.

In the event that a large number of

shares of our common stock are sold or issued in the public market, or the expectation that such sales or issuances will occur,

the price of our common stock may decline as a result.

Provisions in our organizational documents, Delaware law, and other factors could delay or prevent a change in control of

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Further, this regulatory environment may be altered without notice by new laws

or regulations, revisions to existing laws or regulations, or new or revised interpretations, g uidance, or enforcement priorities.

Any determination of a failure to comply with applicable laws, rules, or regulations could expose us, our Affiliates, or our

respective employees to civil liability, criminal liability, or disciplinary or enforcement action, with penalties that could include

the disgorgement of fees, fines, sanctions, suspensions, termination of adviser status, or censure of individual employees or

revocation or limitation of business activities or registration, and may result in monetary losses that are not covered by

insurance in adequate amounts or at all, any of which could have an adverse impact on our stock price, financial condition, and

results of operations.

Further, if we, any of our Affiliates, or our respective employees or third-party service providers were to

fail to comply with applicable laws, rules, or regulations, or be named as a subject of an investigation or other regulatory action,

the public announcement and potential publicity surrounding any such failure, investigation, or action could have an adverse

effect on our or our Affiliates’ reputations and on our stock price and result in increased costs, even if we, our Affiliates, or our

respective employees or third-party service providers were found not to have violated such laws, rules, or regulations.

or regulations, revisions to existing laws or regulations, or new or revised interpretations, guidance, or enforcement priorities,

and could cause us or our Affiliates to change or curtail operations or product offerings.

Any determination of a failure to

comply with applicable laws, rules, or regulations could expose us, our Affiliates, or our respective employees to civil liability,

criminal liability, or disciplinary or enforcement action, with penalties that could include the disgorgement of fees, fines,

sanctions, suspensions, termination of adviser status, or censure of individual employees or revocation or limitation of business

activities or registration, and may result in monetary losses that are not covered by insurance in adequate amounts or at all, any

of which could have an adverse impact on our stock price, financial condition, and results of operations.

Further, if we, any of

our Affiliates, or our respective employees or third-party service providers were to fail to comply with applicable laws, rules, or

regulations, or be named as a subject of an investigation or other regulatory action, the public announcement and potential

publicity surrounding any such failure, investigation, or action could have an adverse effect on our or our Affiliates’ reputations

and on our stock price and result in increased costs, even if we, our Affiliates, or our respective employees or third-party service

providers were found not to have violated such laws, rules, or regulations.

Recently implemented and proposed regulations globally have called for more stringent oversight of the financial services

industry in which we and our Affiliates operate.

In the U.S., the new presidential administration may shift enforcement

priorities under existing regulations, alter existing regulations, or pursue additional rulemaking impacting the financial services

industry, whereas certain state and other governmental entities may seek to maintain existing, or implement potentially more

In the U.S., the SEC has focused its enforcement, examination, and

rulemaking activities on issues relevant to alternative asset management firms, including consistent application of the

methodology, disclosure, and conflicts of interest related to the valuation of private funds to increase transparency and

accountability.

Further, in response to shifting enforcement priorities and rulemaking activities at the federal level, certain state

and other governmental entities have maintained, and may continue to seek to maintain, existing, or implement potentially more

rigorous, regulatory requirements in response, which, coupled with legal challenges to a number of significant regulations and

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requirements applicable to our and our Affiliates’ businesses.

The SEC also continues to focus on issues related to the

valuation of private funds, including consistent application of the methodology, disclosure, and conflicts of interest, in its

enforcement, examination, and rulemaking activities.

These and other regulatory developments could adversely affect our and

our Affiliates’ businesses, increase compliance and operational costs, require that we or our Affiliates change or curtail

operations or investment offerings, or impact our and our Affiliates’ access to capital and the market for our common stock.

Further, in recent years, regulators in the U.S., the UK, and other jurisdictions have expanded rules and devoted greater

resources and attention to the enforcement of anti-bribery and anti-money laundering laws, and while we and our Affiliates

have developed and implemented policies and procedures designed to comply with these rules, such policies and procedures

may not be effective in all instances to prevent violations.

The use of AI technologies to provide certain business processes, services, and products may also require compliance with

additional U.S.

legal or regulatory frameworks which are not fully developed or tested, and which may subject us

and our Affiliates to litigation and regulatory actions.

For example, the European Union (the “EU”) has enacted the Artificial

Intelligence Act, and various other jurisdictions have proposed or finalized laws and regulations that created, or have the

potential to create, regulatory risk around the use of AI or could restrict or eliminate our and our Affiliates’ ability to use certain

These evolving laws and regulations could require changes in our and our Affiliates’ implementation of AI

technologies, increase compliance costs and the risk of non-compliance, and restrict or impede our respective abilities to

develop, adopt, and deploy AI technologies efficiently and effectively.

These and other regulatory developments could adversely affect our and our Affiliates’ businesses, increase compliance

and operational costs, require that we or our Affiliates change or curtail operations or investment offerings, or impact our and

our Affiliates’ access to capital and the market for our common stock.

Further, in recent years, regulators in the U.S., the UK,

and other jurisdictions have expanded rules and devoted greater resources and attention to the enforcement of anti-bribery and

anti-money laundering laws, and while we and our Affiliates have developed and implemented policies and procedures

designed to comply with these rules, such policies and procedures may not be effective in all instances to prevent violations.

Our and our Affiliates’ international operations are subject to foreign risks, including political, regulatory, economic, and

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tax consequences.

For example, regulations in the European Union (the “EU”) pertaining to the integration of environmental,

social, and governance topics into, among other things, the organizational, risk, and governance arrangements of certain

financial entities, and increased disclosure requirements with regard to such factors generally, may materially impact the

investment management industry in member states that have adopted, or may in the future adopt, such legislation.

opposition to environmental, social, and governance initiatives has gained momentum in the U.S., with several states and

Congress having proposed or enacted policies, legislation, or initiatives opposing such efforts.

The dynamic nature of

environmental, social, and governance-related regulations could impact our or our Affiliates’ businesses, increase regulatory

and compliance costs, and adversely affect our profitability, which effects could be exacerbated in the event of regulatory

uncertainty or conflicting or inconsistent regulatory guidance related thereto, including in the U.S.

For example, regulations in the EU pertaining to the integration of environmental, social, and governance

topics into, among other things, the organizational, risk, and governance arrangements of certain financial entities, and

increased disclosure requirements with regard to such factors generally, may materially impact the investment management

industry in member states that have adopted, or may in the future adopt, such legislation.

Conversely, opposition to

environmental, social, and governance initiatives has gained momentum in the U.S., with several states and Congress having

proposed, enacted, or indicated an intent to pursue policies, legislation, or initiatives opposing such efforts, including engaging

in related inquiries, investigations, and litigation.

The dynamic nature of environmental, social, and governance-related

regulations could impact our or our Affiliates’ businesses, increase regulatory and compliance costs, and adversely affect our

profitability, which effects could be exacerbated in the event of regulatory uncertainty or conflicting or inconsistent regulatory

guidance related thereto, including in the U.S.

and the UK, as applicable.

In addition, as a result of operating internationally, certain of our Affiliates and our global capital distribution platform are

subject to requirements under foreign regulations to maintain minimum levels of capital.

Such capital requirements may be

increased from time to time with limited advance notice, which may have the effect of limiting withdrawals of capital and the

payment of distributions to us or, if there were a significant change in the required capital or an extraordinary loss or charge

against net capital at a particular Affiliate, could adversely impact such Affiliate’s ability to expand or maintain operations.

These or other risks related to our and our Affiliates’ international operations may have an adverse effect on our business,

financial condition, and results of operations.

In addition, as a result of operating internationally,

certain of our Affiliates and our global capital distribution platform are subject to requirements under non-U.S.

regulations to

maintain minimum levels of net capital.

Such capital requirements may be increased from time to time with limited advance

notice, which may have the effect of limiting withdrawals of capital by us and the payment of distributions to us or, if there

were a significant change in the required capital or an extraordinary loss or charge against net capital at a particular Affiliate,

could adversely impact such Affiliate’s ability to expand or maintain operations.

These or other risks related to our and our

Affiliates’ international operations may have an adverse effect on our business, financial condition, and results of operations.

Changes in tax laws or exposure to additional tax liabilities could have an adverse impact on our business, financial

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relevant tax, accounting or other laws, regulations, administrative practices, and interpretations.

In the U.S., the new

presidential administration has indicated that it may pursue various tax reform proposals, which, if ultimately enacted into

legislation, could materially impact our tax provision, deferred tax assets, and tax liabilities, or impact decisions on how to

return value to stockholders in the most efficient manner.

Further, a portion of our earnings is from outside of the U.S., and the

foreign government agencies in jurisdictions in which we and our Affiliates do business continue to focus on the taxation of

multinational companies, and could implement changes to their tax laws.

For example, the Organization for Economic Co-

operation and Development (“OECD”) has agreed to a two-pillar approach to global taxation focusing on global profit

allocation, referred to as Pillar One, and a 15% global minimum corporate tax rate (“Pillar Two”), effective for fiscal years

beginning on or after December 31, 2023.

Many countries, including jurisdictions in which we or our Affiliates do business,

are enacting changes to their tax laws to adopt certain portions of the OECD’s proposals.

The potential effects may vary

depending on the specific provisions and rules implemented by each jurisdiction.

We cannot predict future changes in the tax

laws, regulations, administrative guidance, or judicial decisions to which we and our Affiliates are subject or that could apply to

our and our Affiliates’ businesses, and any changes to federal, state or foreign tax laws, regulations, accounting standards or

administrative practices, or the release of additional guidance, interpretations or other information, including in connection with

Pillar Two or otherwise, could impact our estimated effective tax rate and overall tax expense, as well as our earnings estimates,

and could result in adjustments to our treatment of deferred taxes, including the realization or value thereof, or in unanticipated

additional tax liabilities, any of which could have an adverse effect on our business, financial condition, and results of

In addition, we and our Affiliates may be subject to tax examinations by certain federal, state, and foreign tax authorities.

We regularly assess the likely outcomes of examinations that we are subject to, in order to determine the appropriateness of our

tax provision;

however, tax authorities may disagree with certain positions we have taken or may take, and may assess

additional taxes and/or penalties and interest.

There can be no assurance that we will accurately predict the outcomes of any

examinations and the actual outcomes could have an adverse impact on our financial condition and results of operations.

In the U.S., An Act to Provide

for Reconciliation Pursuant to Title II of the H.

14 (the “Act”) was signed into law in July 2025, which included

certain modifications to federal tax law.

Although the Act is not expected to have a material impact on our net income and cash

flows, any future tax reform proposals, if ultimately enacted into legislation, could materially impact our tax provision, deferred

tax assets, and tax liabilities, or impact decisions on how to return value to stockholders in the most efficient manner.

portion of our earnings is from outside of the U.S., and the foreign government agencies in jurisdictions in which we and our

Affiliates do business continue to focus on the taxation of multinational companies, and could implement changes to their tax

The potential effects may vary depending on the specific provisions and rules implemented by each jurisdiction.

cannot predict future changes in the tax laws, regulations, administrative guidance, or judicial decisions to which we and our

Affiliates are subject or that could apply to our and our Affiliates’ businesses, and any changes to federal, state or foreign tax

laws, regulations, accounting standards or administrative practices, or the release of additional guidance, interpretations or other

information, could impact our estimated effective tax rate and overall tax expense, as well as our earnings estimates, and could

result in adjustments to our treatment of deferred taxes, including the realization or value thereof, or in unanticipated additional

tax liabilities, or cause us or our Affiliates to change or curtail product offerings, any of which could have an adverse effect on

our business, financial condition, and results of operations.

In addition, we and our Affiliates may be subject to tax examinations and inquiries by certain federal, state, and foreign tax

We regularly assess the likely outcomes of examinations that we are subject to, in order to determine the

appropriateness of our tax provision;

however, tax authorities may disagree with certain positions we have taken or may take,

and may assess additional taxes and/or penalties and interest.

There can be no assurance that we will accurately predict the

outcomes of any examinations and the actual outcomes could have an adverse impact on our financial condition and results of

We or our Affiliates may be involved in legal proceedings and regulatory matters from time to time, and we may be held

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Affiliate may default on distributions that are payable to us.

In addition, with respect to each of these Affiliates, we may be

held liable in some circumstances as a control person for the acts of the Affiliate or its employees.

Further, we also conduct

compliance, governance, and operational activities, including with respect to distribution, sales, and marketing, through our

wealth and global distribution platforms to extend the reach of our Affiliates, and any liability arising in connection with

these activities, whether as a result of our own actions or the actions of our participating Affiliates or third-party service

In addition, with respect to each of these Affiliates, creditors,

regulators, or other counterparties or claimants may seek to hold us directly or indirectly liable in certain circumstances as a

control person for the acts of the Affiliate or its employees.

Such claims, even if ultimately unsuccessful, could result in

significant costs, diversion of management attention, reputational harm, or adverse financial consequences.

Further, we also

conduct compliance, governance, and operational activities, including with respect to distribution, sales, and marketing, through

wealth and global distribution platforms to extend the reach of our Affiliates, and any liability arising in connection

with these activities, whether as a result of our own actions or the actions of our participating Affiliates or third-party service

providers, could result in direct liability to us.

57 unchanged sentences

technology infrastructure, and other service providers such as broker-dealers, custodians, administrators and other agents, as

well as accounting, legal, and other professional advisors, and these parties are susceptible to similar risks.

well as accounting, legal, and other professional advisors, and these parties are susceptible to similar risks, which risks are

further heightened by the concentration of certain key services such as cloud storage and e-mail services with certain third-party

service providers, which have experienced outages.

Our computer systems, software, internal and cloud-based networks, and mobile devices are vulnerable to cyber-attacks,

data privacy or security breaches, phishing schemes and related fraud attempts, ransomware, social engineering, unauthorized

access, theft, misuse, computer viruses, or other malicious code and other events that could have a security impact.

cyber-attacks could have a material impact on our financial conditions or results of operations.

Further, third parties on whom

we and our Affiliates rely, including those providing cloud-based network services, may have similar vulnerabilities and may

lack the necessary infrastructure or resources, or may otherwise fail, to adequately protect against or respond to any cyber-

attacks, data breaches, or other incidents.

If any such events occur, it could jeopardize confidential, proprietary, or other

sensitive information of ours, our Affiliates and our respective clients, employees or counterparties that may be stored in, or

transmitted through, internal or third-party computer systems, networks, and mobile devices, or could otherwise cause

interruptions or malfunctions in our and our Affiliates’ operations or those of our respective clients or counterparties, or in the

operations of third parties on whom we and our Affiliates rely.

The advancement of AI has given rise to additional

vulnerabilities and potential entry points for cyber threats, providing threat actors with additional tools to automate attacks,

evade detection, generate sophisticated phishing emails, or impersonate legitimate businesses or individuals.

Despite efforts to

ensure the integrity of systems and networks, it is possible that we, our Affiliates, or our respective third-party service providers

may not be able to anticipate or to implement effective preventive measures against all threats, especially because the

techniques used change frequently and can originate from a wide variety of sources.

Further, human errors may occur from

time to time at our third-party service providers’ staff or among our or our Affiliates’ employees, which can lead to or

exacerbate security vulnerabilities or attacks.

The increasing frequency, scope, and sophistication of these cyber threats, and

involvement of large criminal organizations that share tactics and strategies, including in foreign jurisdictions in which we and

our Affiliates operate, along with the continued reliance on work-from-home environments, personal mobile and computing

technologies, and third-party web conferencing services, have increased exposures to these security-related risks.

we or our Affiliates could experience disruption, significant losses, increased costs, reputational harm, regulatory actions, or

legal liability, any of which could have an adverse effect on our financial condition and results of operations.

Affiliates may be required to spend significant additional resources to modify protective measures or to investigate and

remediate vulnerabilities or other exposures, and may be subject to litigation, regulatory investigations, and potential fines, and

financial losses that are either not insured against fully or not fully covered through any insurance that we or our Affiliates

Additionally, given our business model of providing our Affiliates with autonomy in managing their businesses, we

do not control, and may have limited involvement in, the design, oversight, and maintenance of their technology systems and

networks, as well as in the identification of or response to any cyber-attacks, data breaches, or other incidents.

“Cybersecurity” in Item 1C.

access, theft, misuse, computer viruses, or other malicious code and other events that could have a security impact, and bad

actors may target us and our Affiliates because they believe we hold personal, confidential, and other price sensitive

information about our clients, and existing and potential investments, as applicable.

Any such cyber-attacks could have a

material impact on our financial conditions or results of operations.

Further, third parties on whom we and our Affiliates rely,

including those providing cloud-based network services, may have similar vulnerabilities and may lack the necessary

infrastructure or resources, or may otherwise fail, to adequately protect against or respond to any cyber-attacks, data breaches,

or other incidents.

If any such events occur, it could jeopardize confidential, proprietary, or other sensitive information of ours,

our Affiliates and our respective clients, employees or counterparties that may be stored in, or transmitted through, internal or

third-party computer systems, networks, and mobile devices, the volume of which has increased rapidly in recent years, or

could otherwise cause interruptions or malfunctions in our and our Affiliates’ operations or those of our respective clients or

counterparties, or in the operations of third parties on whom we and our Affiliates rely.

The rapid evolution and increased

availability of AI has intensified cybersecurity risk, and given rise to additional vulnerabilities and potential entry points for

cyber threats, providing threat actors with additional tools to automate attacks, evade detection, generate sophisticated phishing

emails, or impersonate legitimate businesses or individuals.

Despite efforts to ensure the integrity of systems and networks, it is

possible that we, our Affiliates, or our respective third-party service providers may not be able to anticipate or to implement

effective preventive measures against all threats, especially because the techniques used change frequently and can originate

from a wide variety of sources.

Further, human errors may occur from time to time at our third-party service providers’ staff or

among our or our Affiliates’ employees, which can lead to or exacerbate security vulnerabilities or attacks.

The increasing

frequency, scope, and sophistication of these cyber threats, and involvement of large criminal organizations that share tactics

and strategies, including in foreign jurisdictions in which we and our Affiliates operate, along with the continued reliance on

work-from-home environments, personal mobile and computing technologies, and third-party web conferencing services, have

increased exposures to these security-related risks.

As a result, we or our Affiliates could experience disruption, significant

losses, increased costs, reputational harm, regulatory actions, or legal liability, any of which could have an adverse effect on our

financial condition and results of operations.

We or our Affiliates may be required to spend significant additional resources to

modify protective measures or to investigate and remediate vulnerabilities or other exposures, and may be subject to litigation,

regulatory investigations, and potential fines, and financial losses that are either not insured against fully or not fully covered

through any insurance that we or our Affiliates maintain.

Additionally, given our business model of providing our Affiliates

with autonomy in managing their businesses, we do not control, and may have limited involvement in, the design, oversight,

and maintenance of their technology systems and networks, as well as in the identification of or response to any cyber-attacks,

data breaches, or other incidents.

See “Cybersecurity” in Item 1C.

Further, government and regulatory oversight of data privacy in particular has become a priority for regulators around the

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resulting in heightened data security and handling requirements, increased enforcement risk and fines, increased compliance

costs, and expanded incident response and reporting obligations.

More recently, the SEC has implemented new rules related to

cybersecurity risk management for public companies and may implement similar new rules for registered investment advisers,

broker-dealers, and funds, which have resulted or may result, as applicable, in increased disclosure requirements, obligations to

report certain cybersecurity incidents to the SEC, and liabilities related to our and our Affiliates’ technology systems and

Recent well-publicized security breaches and service outages at other companies have exemplified security-related

vulnerabilities, and may lead to further government and regulatory scrutiny and heightened security requirements both in the

and in other jurisdictions in which we and our Affiliates operate.

costs, and expanded incident response, reporting, and notification obligations.

More recently, the SEC has implemented new

rules related to cybersecurity risk management for public companies and indicated that the implementation and testing of

cybersecurity procedures and controls is a continued examination priority.

Recent well-publicized security breaches and

service outages at other companies and third-party service providers have exemplified security-related vulnerabilities, and may

lead to further government and regulatory scrutiny and heightened security requirements both in the U.S.

jurisdictions in which we and our Affiliates operate.

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 1A. Risk Factors