What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-17 compared with 2025-02-14 · 681 added, 640 removed, 1222 unchanged (52% of the section changed)

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the

audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,

Those standards require that we plan and perform

the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,

whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material

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opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Assessment for an Equity Method Investment in an Affiliate

As described in Notes 1 and 8 to the consolidated financial statements, management periodically evaluates its equity method

investments in affiliates for impairment by performing assessments to determine if the fair value may have declined below the

related carrying value for a period that they consider to be other-than-temporary.

In the second quarter of 2024, management

concluded that due to an anticipated decline in assets under management, which decreased the forecasted income associated

with an equity method investment in an affiliate , there was a $39.9 million expense to reduce the carrying value of the equity

method investment in an affiliate to fair value.

The fair value of the equity method investment in an affiliate was determined

using a discounted cash flow analysis that included discount rates for asset- and performance-based fees, long-term growth rate,

growth in assets under management, and market participant tax rate.

The Company’s e quity method investments in affiliates

(net) balance was $2,246.6 million as of December 31, 2024, a portion which relates to the equity method investment in an

affiliate with a reduction in the carrying value to fair value in the second quarter of 2024.

The principal considerations for our determination that performing procedures relating to the impairment assessment for an

equity method investment in an affiliate is a critical audit matter are (i) the significant judgment by management when

developing the fair value estimate of the equity method investment in an affiliate, (ii) a high degree of auditor judgment,

Impairment Assessment for Indefinite-lived Acquired Client Relationships

As described in Notes 1 and 7 to the consolidated financial statements, the carrying value of indefinite-lived acquired client

relationships was $1,484 million as of December 31, 2025.

Management assesses for the possible impairment of indefinite-

lived acquired client relationships annually or more frequently whenever events or changes in circumstances indicate that the

carrying amount of the asset may not be recoverable.

As disclosed by management, if they determine that it is likely that the

fair value has declined below the related carrying value, management performs discounted cash flow analyses to determine the

fair value of the asset group and record an expense to reduce the carrying value to its fair value.

During the year ended

December 31, 2025, management completed impairment assessments of the indefinite-lived acquired client relationships for

certain mutual fund assets and determined that the fair value of the assets had declined below their carrying values and recorded

an impairment expense of $128 million, to reduce the carrying value of the assets to fair value.

The decline in the fair value

was a result of current and projected declines in assets under management that decreased the forecasted revenue associated with

The most relevant assumptions used in these analyses were revenue growth rates over the next five years, long-term

revenue growth rates, and discount rates.

The principal considerations for our determination that performing procedures relating to the impairment assessment for

indefinite-lived acquired client relationships is a critical audit matter are (i) the significant judgment by management when

developing the fair value estimate of the indefinite-lived acquired client relationships, (ii) a high degree of auditor judgment,

subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the discount

rates for asset- and performance-based fees, and (iii) the audit effort involved the use of professionals with specialized skill and

rates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall

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These procedures included testing the effectiveness of controls relating to

management’s impairment assessment for the equity method investment in an affiliate, including controls over the discounted

cash flow analysis and significant assumptions used to develop the fair value estimate of an equity method investment in an

These procedures also included, among others, (i) testing management’s process for developing the fair value estimate

of the equity method investment in an affiliate, (ii) evaluating the appropriateness of the discounted cash flow analysis used by

management, (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow analysis, and

(iv) evaluating the reasonableness of the significant assumptions used by management related to the discount rates for asset-

and performance-based fees.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the

appropriateness of the discounted cash flow analysis and (ii) the reasonableness of the discount rates for asset- and

performance-based fees.

management’s impairment assessment for the indefinite-lived acquired client relationships, including controls over the

significant assumptions related to the discount rates.

These procedures also included, among others, (i) testing management’s

process for developing the fair value estimate of the indefinite-lived acquired client relationships, (ii) testing the completeness

and accuracy of certain underlying data used in the discounted cash flow analyses, and (iii) the involvement of professionals

with specialized skill and knowledge to assist in evaluating (a) the appropriateness of the discounted cash flow analyses and (b)

the reasonableness of the significant assumptions used by management related to the discount rates.

/s/ PricewaterhouseCoopers LLP

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For the Years Ended December 31,

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss) .

Other comprehensive income, net of tax:

Foreign currency translation gain .

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

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 .

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Liabilities and Equity

Payable and accrued liabilities .

Payables and accrued liabilities .

Deferred tax liability (net) .

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$ ( 2,980.6 )

Impact of adoption of new accounting standard (ASU 2020-06) .

Other comprehensive loss, net of tax .

Other comprehensive income, net of tax .

Share-based compensation .

Common stock issued under share-based incentive plans .

Share repurchases .

Share repurchases, inclusive of excise tax .

Dividends ( $ 0.04 per share) .

Affiliate equity activity:

Affiliate equity compensation .

Changes in redemption value of Redeemable non-controlling interests .

Transfers to Redeemable non-controlling interests .

Affiliate equity-related activities:

Affiliate equity expense .

Changes in redemption value of Redeemable non-

controlling interests .

Transfers from Redeemable non-controlling interests .

Capital contributions and other .

Distributions to non-controlling interests .

Effect of deconsolidation of Affiliates .

December 31, 2023 .

$ ( 3,376.1 )

Other comprehensive income, net of tax .

Other comprehensive income (loss), net of tax .

Share-based compensation .

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Dividends ( $ 0.04 per share) .

Affiliate equity activity:

Affiliate equity compensation .

Changes in redemption value of Redeemable non-controlling interests .

Transfers from Redeemable non-controlling interests .

Affiliate equity-related activities:

Affiliate equity expense .

Changes in redemption value of Redeemable non-

controlling interests .

Transfers to Redeemable non-controlling interests .

Capital contributions and other .

Distributions to non-controlling interests .

Effect of deconsolidation of Affiliates .

December 31, 2024 .

$ ( 4,124.6 )

Other comprehensive income (loss), net of tax .

Other comprehensive income, net of tax .

Share-based compensation .

Common stock issued under share-based incentive plans .

Conversion premium on junior convertible securities, net

of tax (Note 5) .

Share repurchases, inclusive of excise tax .

Dividends ( $ 0.04 per share) .

Affiliate equity activity:

Affiliate equity compensation .

Changes in redemption value of Redeemable non-controlling interests .

Transfers to Redeemable non-controlling interests .

Affiliate equity-related activities:

Affiliate equity expense .

Changes in redemption value of Redeemable non-

controlling interests .

Transfers from Redeemable non-controlling interests .

Capital contributions and other .

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Affiliate transaction gains .

Share-based compensation and Affiliate equity compensation expense .

Share-based compensation and Affiliate equity expense .

Net realized and unrealized gains on investment securities .

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Sales of securities by consolidated Affiliate sponsored investment products .

Decrease (increase) in receivables .

Decrease in other assets .

Increase (decrease) in payables, accrued liabilities, and other liabilities .

Increase in receivables .

Decrease (increase) in other assets .

(Decrease) increase in payables, accrued liabilities, and other liabilities .

Cash flow from operating activities .

Cash flow from (used in) investing activities:

Investments in Affiliates, net of cash acquired .

Investments in Affiliates .

Proceeds from Affiliate transactions .

Return of capital from equity method investments .

Purchase of fixed assets .

Purchase of investment securities .

Return of capital from equity method investments in Affiliates .

Purchases of fixed assets .

Purchases of investment securities .

Maturities and sales of investment securities .

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Repayments of senior bank debt, junior convertible securities, and senior notes .

Repurchase of common stock, net .

Repurchases of common stock, net .

Dividends paid on common stock .

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Affiliate equity issuances .

Subscriptions (redemptions) to consolidated Affiliate sponsored investment products, net .

(Redemptions) subscriptions to consolidated Affiliate sponsored investment products, net .

Settlement of deferred payments, net .

Taxes paid on shares withheld on share-based awards .

Other financing items .

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Effect of foreign currency exchange rate changes on cash and cash equivalents .

Net (decrease) increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents .

Cash and cash equivalents at beginning of period .

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Interest paid .

Lease liabilities paid .

Operating lease liabilities paid .

Supplemental disclosure of non-cash investing and financing activities:

Payables recorded for investments in Affiliates and contingent payment obligations .

Right-of-use assets obtained in exchange for new operating leases .

Shares received from Affiliate transactions .

Conversion premium obligations on junior convertible securities .

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

Payables recorded for Affiliate equity purchases .

Stock received for tax withholdings on share-based payments .

Stock received for the exercise of stock options .

Shares received for settlement of accelerated share repurchase agreement .

Payables recorded for share repurchases .

Payables recorded for Affiliate equity purchases .

EQT ordinary shares received from BPEA Transaction .

Other investments from BPEA Transaction .

Payables recorded for investments in Affiliates and contingent payment obligations .

Right-of-use assets obtained in exchange for new operating leases .

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

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agreed-upon expenses, but also has exposure to any decrease in revenue or any increase in such agreed-upon expenses.

degree of the Company’s exposure to agreed-upon expenses from these structured partnership interests varies by Affiliate, and

includes several Affiliates in which the Company fully shares in the expenses of the business.

degree of the Company’s exposure to agreed-upon expenses from these structured partnership interests varies by Affiliate.

(b) Basis of Presentation and Use of Estimates

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generally accepted in the U.S.

All dollar amounts, except per share, per unit, and per option data in the text and

tables herein, are stated in millions unless otherwise indicated.

All intercompany balances and transactions have been

Certain reclassifications have been made to the prior period’s financial statements to conform to the current

period’s presentation.

All intercompany balances and transactions have been eliminated.

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

dollar amounts, except per share, per unit, and per option data in the text and tables herein, are stated in millions unless

otherwise indicated.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions

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Investments with readily determinable fair values in which the Company does not have rights to

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

exercise significant influence are recorded at fair value on the Consolidated Balance Sheets, with changes in fair value included

in Investment and other income on the Consolidated Statements of Income.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company consolidates VIEs when it is the primary beneficiary of the entity, which is defined as having the power to

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other income.

Purchases and sales of securities are included in purchases and sales by consolidated Affiliate sponsored

investment products in the Consolidated Statements of Cash Flows, respectively, and the third-party investors’ interests are

recorded in Redeemable non-controlling interests.

When the Company or its consolidated Affiliates no longer control these

Purchases and sales of securities are included in purchases and sales of securities by consolidated Affiliate

sponsored investment products in the Consolidated Statements of Cash Flows, respectively, and the third-party investors’

interests are recorded in Redeemable non-controlling interests.

When the Company or its consolidated Affiliates no longer

control these products, due to a reduction in ownership or other reasons, the products are deconsolidated with only the

Company’s or its consolidated Affiliate’s investment in the product reported from the date of deconsolidation.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

products, due to a reduction in ownership or other reasons, the products are deconsolidated with only the Company’s or its

consolidated Affiliate’s investment in the product reported from the date of deconsolidation.

(d) Ca sh and Cash Equivalents

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The gross presentation of these receivables and offsetting payables reflects the

legal relationship between the underlying investor, the Company’s Affiliates, and the sponsored investment products.

legal relationship between the underlying investors, the Company’s Affiliates, and the sponsored investment products.

(f) In vestments

Investments in marketable securities

Marketable securities

Equity securities

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Debt securities

Investments in debt securities are classified as either trading, available-for-sale, or held-to-maturity based on the

Company’s intent and ability to hold the security to maturity.

Securities classified as trading are measured at fair value which

reflects the cost of the investment as well as unrealized gains and losses which are recorded in Investment and other income.

Securities classified as available-for-sale are measured at fair value which reflects amortized cost of the investment as well as

unrealized gains and losses which are recorded in Accumulated other comprehensive loss as a separate component of

stockholders’ equity on the Consolidated Balance Sheets.

Securities classified as held-to-maturity are measured at amortized

Realized gains and losses on debt securities are recorded in Investment and other income.

Debt securities are classified as either trading, available-for-sale, or held-to-maturity based on the Company’s intent and

ability to hold the security.

Securities classified as trading are measured at fair value which reflects the cost of the investment

as well as unrealized gains and losses which are recorded in Investment and other income.

Securities classified as available-for-

sale are measured at fair value which reflects amortized cost of the investment as well as unrealized gains and losses which are

recorded in Accumulated other comprehensive loss as a separate component of stockholders’ equity on the Consolidated

Balance Sheets.

Securities classified as held-to-maturity are measured at amortized cost.

Realized gains and losses on debt

securities are recorded in Investment and other income.

Other investments

Investments Measured at NAV as a Practical Expedient

The Company’s Affiliates sponsor funds in which the Company and its Affiliates may make general partner and seed

capital investments.

These funds generally operate in partnership form and apply the specialized fair value accounting for

investment companies.

Because the funds’ investments do not have readily determinable fair values, the Company uses the

NAV of these investments as a practical expedient for their fair values.

The Company’s Affiliates sponsor investment products in which the Company and its Affiliates may make general partner

and seed capital investments.

These products generally operate in partnership form and apply the specialized fair value

accounting for investment companies .

Because the products’ investments do not have readily determinable fair values, the

Company uses the NAV of these investments as a practical expedient for their fair values.

Investments Without Readily Determinable Fair Values

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Realized and unrealized gains and losses related to other investments are recorded in Investment and other income.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(g) Fair Value Measurements

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Fair value is determined based on the price that would be received for an asset or paid to transfer a liability in an

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

orderly transaction between market participants in the principal or most advantageous market at the measurement date, utilizing

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a single step assessment with any excess of carrying value over fair value recorded as an expense in Intangible amortization and

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(i) Fi xed Assets

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estimated useful lives of office equipment and furniture and fixtures range from two years to ten years and three years to ten

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

years , respectively.

Computer software developed or obtained for internal use is amortized over the estimated useful life of the

software, generally two years to five years .

Leasehold improvements are amortized over the shorter of their estimated useful

lives or the term of the lease.

software, which is generally two years to five years .

Leasehold improvements are amortized over the shorter of their estimated

useful lives or the term of the lease.

Buildings are amortized over their expected useful lives, generally not to exceed 39 years .

costs of improvements that extend the life of a fixed asset are capitalized, while the cost of repairs and maintenance are

The costs of improvements that extend the life of a fixed asset are capitalized, while the cost of repairs and maintenance are

expensed as incurred.

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than for leases with an initial term of 12 months or less.

As permitted under Accounting Standard Update (“ASU”) 2016-02

Leases (and related ASUs), the Company and its Affiliates elect not to record short-term leases with an initial lease term less

than 12 months on the Consolidated Balance Sheets.

Right-of-use assets and lease liabilities are included in Other assets and

Other liabilities, respectively.

A lease liability is initially and subsequently reported at the present value of the outstanding

lease payments determined by discounting those lease payments over the remaining lease term using the incremental borrowing

rate of the legal entity entering into the lease as of the commencement date.

A right-of-use asset is initially reported at the

present value of the corresponding lease liability plus any prepaid lease payments and initial direct costs of entering into the

lease, and reduced by any lease incentives.

Subsequently, a right-of-use asset is reported at the present value of the lease

liability adjusted for any prepaid or accrued lease payments, remaining balances of any lease incentives received, unamortized

initial direct costs of entering into the lease, and any impairments of the right-of-use asset.

The Company and its Affiliates test

for possible impairments of right-of-use assets annually or more frequently whenever events or changes in circumstances

indicate that the carrying value of a right-of-use asset may exceed its fair value.

If the carrying value of the right-of-use asset

exceeds its fair value, then the carrying value of the right-of-use asset is reduced to its fair value and the expense is recorded in

Other expenses (net) in the Consolidated Statements of Income.

Subsequent to an impairment, the carrying value of the right-

of-use asset is amortized on a straight-line basis over the remaining lease term.

The Company and its Affiliates elect not to record short-term leases

with an initial lease term less than 12 months on the Consolidated Balance Sheets.

Right-of-use assets and lease liabilities are

included in Other assets and Other liabilities, respectively.

A lease liability is initially and subsequently reported at the present

value of the outstanding lease payments determined by discounting those lease payments over the remaining lease term using

the incremental borrowing rate of the legal entity entering into the lease as of the commencement date.

A right-of-use asset is

initially reported at the present value of the corresponding lease liability plus any prepaid lease payments and initial direct costs

of entering into the lease, and reduced by any lease incentives.

Subsequently, a right-of-use asset is reported at the present

value of the lease liability adjusted for any prepaid or accrued lease payments, remaining balances of any lease incentives

received, unamortized initial direct costs of entering into the lease, and any impairments of the right-of-use asset.

Company and its Affiliates test for possible impairments of right-of-use assets annually or more frequently whenever events or

changes in circumstances indicate that the carrying value of a right-of-use asset may exceed its fair value.

If the carrying value

of the right-of-use asset exceeds its fair value, then the carrying value of the right-of-use asset is reduced to its fair value and the

expense is recorded in Other expenses (net) in the Consolidated Statements of Income.

Subsequent to an impairment, the

carrying value of the right-of-use asset is amortized on a straight-line basis over the remaining lease term.

Lease liabilities and right-of-use assets based on variable lease payments that depend on an index or rate are initially

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term of the revolver to Interest expense.

Gains and losses on repurchases or settlement of debt are recorded in Interest expense.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Gains and losses on repurchases or settlement of debt are recorded in Interest expense.

(l) De rivative Financial Instruments

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contracts), and interest rates (for interest rate swaps).

The effective portion of the unrealized gain or loss is recorded in Other

comprehensive income (loss), net of tax as a separate component of stockholders’ equity and reclassified to earnings with the

The effective portion of the unrealized gain or loss is recorded in

Accumulated other comprehensive loss as a separate component of stockholders’ equity and reclassified to earnings with the

If the qualitative assessment indicates ineffectiveness, then the Company performs a quantitative assessment

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The effective portion of the

unrealized gain or loss is recorded in Other comprehensive income (loss) as a separate component of stockholders’ equity and

reclassified to earnings with the hedged item.

Changes in the fair values of the effective net investment hedges are recorded in

Foreign currency translation gain (loss) in the Consolidated Statements of Comprehensive Income.

Upon the sale or liquidation

of the underlying investment, any gain or loss remaining in Accumulated other comprehensive loss will be reclassified to

unrealized gain or loss is recorded in Accumulated other comprehensive loss as a separate component of stockholders’ equity

and reclassified to earnings with the hedged item.

Changes in the fair values of the effective net investment hedges are

recorded in Foreign currency translation gain in the Consolidated Statements of Comprehensive Income.

Upon the sale or

liquidation of the underlying investment, any gain or loss remaining in Accumulated other comprehensive loss will be

reclassified to earnings.

If the Company’s or its Affiliates’ derivative financial instruments do not qualify as effective hedges, changes in the fair

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revenue in the Consolidated Statements of Income.

Performance-based fees, including carried interests, are recognized upon the satisfaction of performance obligations, the

Performance-based fees, including carried interest, are recognized upon the satisfaction of performance obligations, the

resolution of any constraints, which include exceeding performance benchmarks or hurdle rates that may extend over one or

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consolidated Affiliates are the principal in their role as primary obligor under their distribution-related services arrangements.

Distribution-related expenses are recorded in Selling, general and administrative expenses in the Consolidated Statements of

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Distribution-related expenses are recorded in Selling, general and administrative in the Consolidated Statements of Income.

The Company and its Affiliates may enter into contracts for which the costs to obtain or fulfill the contract are based upon

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incurred because they are subject to market volatility and are not estimable upon the inception of a contract with a client.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

expenses paid in advance are capitalized and amortized on a systematic basis, consistent with the transfer of services, which is

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The effect on deferred tax assets and liabilities of a change in tax rates is recorded in Income tax expense in the

period when the change is enacted.

Consolidated Statements of Income in the period when the change is enacted.

The Company regularly assesses the recoverability of its deferred tax assets to determine whether these assets are more-

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inclusions in taxable income related to Global Intangible Low Taxed

Income (“GILTI”) as a current period expense when incurred (the “period cost method”) .

Income (“GILTI”) as a current period expense .

(p) Fo reign Currency Translation

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dollars using

exchange rates in effect as of the balance sheet date.

Revenue and expenses denominated in a functional currency other than

exchange rates in effect as of the Consolidated Balance Sheet date.

Revenue and expenses denominated in a functional

currency other than the U.S.

dollar are translated into U.S.

dollars using average exchange rates for the relevant period.

Because of the long-term

nature of the Company’s investments in its Affiliates, net translation exchange gains and losses resulting from foreign currency

translation are recorded in Accumulated other comprehensive loss.

Foreign currency transaction gains and losses are included

in Investment and other income.

Because of the long-term nature of the Company’s investments in its Affiliates, net translation exchange gains and losses

resulting from foreign currency translation are recorded in Accumulated other comprehensive loss.

Foreign currency

transaction gains and losses are included in Investment and other income.

(q) Concentration of Credit Risk

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The Company had junior convertible securities outstanding during the periods presented and is required to apply the if-

converted method to these securities in its calculation of Earnings per share (diluted).

Under the if-converted method, shares

that are issuable upon conversion are deemed outstanding, regardless of whether the securities are contractually convertible into

the Company’s common stock at that time.

For this calculation, the interest expense (net of tax) attributable to these dilutive

securities is added back to Net income (controlling interest), reflecting the assumption that the securities have been converted.

Issuable shares for these securities and related interest expense are excluded from the calculation if an assumed conversion

would be anti-dilutive to diluted earnings per share.

converted method to these securities in its calculation of Earnings per share (diluted) for the period in which they were

Under the if-converted method, shares that are issuable upon conversion are deemed outstanding, regardless of

whether the securities are contractually convertible into the Company’s common stock at that time.

For this calculation, the

interest expense (net of tax) attributable to these dilutive securities is added back to Net income (controlling interest) in the

Consolidated Statements of Income, reflecting the assumption that the securities have been converted.

Issuable shares for these

securities and related interest expense are excluded from the calculation if an assumed conversion would be anti-dilutive to

diluted earnings per share.

(s) Sh are-Based Compensation Plans

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Recently Adopted Accounting Standards

Effective January 1, 2024, the Company adopted Accounting Standard Update (“ASU”) 2022-03, Fair Value Measurement:

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.

Effective for the financial year ended

December 31, 2024 , the Company adopted ASU 2023-07, Segment Reporting:

Effective for the financial year ended December 31, 2024 and for interim periods beginning January 1, 2025, the Company

adopted Accounting Standard Update (“ASU”) 2023-07, Segment Reporting:

Improvements to Reportable Segment

The adoption of these standards did not have a material impact on the Company’s Consolidated Financial

Recent Accounting Developments

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,

Effective January 1, 2025, the Company adopted ASU 2024-01, Compensation — Stock Compensation:

Application of Profits Interest and Similar Awards.

Effective for the financial year ended December 31, 2025, the Company

adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, using a retrospective method,

which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes

The standard is effective for annual periods beginning after December 15, 2024.

The Company currently does not expect

the adoption to have a material impact on its Consolidated Financial Statements.

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718):

Scope Application of

Profits Interest and Similar Awards, which clarifies how an entity should apply the scope guidance to determine whether profits

interest and similar awards should be accounted for in accordance with Topic 718.

The standard is effective for interim and

The adoption of these standards did not have a material impact on the Company’s Consolidated Financial Statements.

R ecent Accounting Development s

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement —

Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income

Statement Expenses, which requires improved disclosure of the nature and disaggregation of income statement expenses.

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

annual periods beginning after December 15, 2024 for the Company, and is effective for interim and annual periods beginning

after December 15, 2025 for the Company’s Affiliates.

The Company currently does not expect the adoption to have a material

impact on its Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires improved

disclosure of the nature and disaggregation of income statement expenses.

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

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which revises guidance on how an entity

should identify the accounting acquirer in a business combination in which the legal acquiree is a VIE.

The standard is

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

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

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

(Subtopic 350-40):

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, 2026 and interim periods beginning after December 15, 2027.

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.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting

Improvements, which amends certain aspects of the hedge accounting guidance to more closely align hedge accounting with the

economics of an entity’s risk management activities.

The standard is effective for annual reporting periods beginning after

December 15, 2026 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:

Investments in marketable securities

Marketable securities

Equity securities .

Debt securities .

Total investments in marketable securities .

Total marketable securities .

Other investments

3 unchanged sentences

Investments .

Investments in Marketable Securities

Marketable Securities

Equity Securities

5 unchanged sentences

products with fair values of $ 10.9 million and $ 9.2 million , respectively.

For the years ended December 31, 2023 and 2024 , the Company recognized net unrealized gains on equity securities still

held as of December 31, 2023 and 2024 of $ 2.9 million and $ 1.2 million , respectively.

For the years ended December 31, 2023 , 2024 , and 2025 , the Company recognized net unrealized gains on equity securities

still held as of December 31, 2023 , 2024 , and 2025 of $ 2.9 million , $ 1.2 million , and $ 5.5 million , respectively.

AFFILIATED MANAGERS GROUP, INC.

2 unchanged sentences

The following table summarizes the cost, gross unrealized gains, gross unrealized losses, and fair value of investments in

Treasury securities classified as available-for-sale, all of which matured in 2024 , and consolidated Affiliate sponsored

investment products classified as trading:

Available-for-Sale

December 31, 2023

December 31, 2024

December 31, 2023

December 31, 2024

consolidated Affiliate sponsored investment products classified as trading:

Unrealized gains .

Unrealized losses .

F or the years ended December 31, 2023 and 2024 , the Company received $ 511.1 million and $ 825.2 million of proceeds

from the maturities of available-for-sale securities, respectively, and purchased $ 651.3 million and $ 413.9 million of available-

for-sale securities, respectively.

For the years ended December 31, 2023 , 2024 , and 2025 , the Company recognized net unrealized gains on debt securities

classified as trading still held as of December 31, 2023 and 2024 of $ 0.8 million and $ 0.5 million , respectively.

classified as trading still held as of December 31, 2023 , 2024 , and 2025 of $ 0.8 million , $ 0.5 million , and $ 2.8 million ,

respectively .

For the years ended December 31, 2023 and 2024 , the Company received $ 511.1 million and $ 825.2 million of proceeds

from the maturities of available-for-sale securities, respectively.

For the year ended December 31, 2025 , there were no

maturities of available-for-sale securities.

Other Investments

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distributions).

These investments primarily invest in a broad range of private markets investments.

(2) Investments with periodic liquidity are generally redeemable on a daily, monthly, or quarterly basis.

These funds primarily

invest in equities.

(3) Fair value attributable to the controlling interest was $ 324.9 million and $ 370.1 million as of December 31, 2023 and 2024 ,

(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 $ 456.6 million as of December 31, 2024 and 2025 ,

respectively.

1 unchanged sentence

The following table summarizes the cost, cumulative unrealized gains, and carrying amount of the Company’s investment

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

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

Cumulative unrealized gains .

Carrying amount .

For the year ended December 31, 2024 , the Company recorded no gains or losses on the underlying investment.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2023 , 2024 , and 2025 , the Company did not recognize any net unrealized gains or losses

on the underlying investment still held as of December 31, 2023 , 2024 , and 2025 , respectively.

The following table presents the changes in other investments:

1 unchanged sentence

Balance, beginning of period .

Purchases and commitments .

Purchases and commitments funded (1)

Sales and distributions .

1 unchanged sentence

Balance, end of period .

___________________________

(1) For the year ended December 31, 2025, purchases and commitments funded includes the transfer of $ 53.4 million of

interests from Equity method investments in Affiliates (net) associated with the Comvest Transaction.

Fair Value Measurements

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Settlements and reductions .

Net realized and unrealized gains (2) .

Net realized and unrealized (gains) losses (2) .

Balance, end of period .

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(1) Affiliate equity purchase obligation activity includes transfers from Redeemable non-controlling interests.

(2) Gains and losses resulting from changes to expected payments are included in Other expenses (net) and the accretion of

these obligations is included in Interest expense.

(2) Gains and losses resulting from changes to expected payments related to contingent payment obligations and the accretion

of these obligations are included in Other expenses (net) and included in Interest expense, respectively.

Changes to the

redemption value of Affiliate equity purchase obligations are included in Compensation and related expenses in the

Consolidated Statements of Income.

The following table presents certain quantitative information about the significant unobservable inputs used in valuing the

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Growth rates (2)

( 10 )% - 11 %

Discount rates

___________________________

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discount rates used would result in lower fair values.

Affiliate equity purchase obligations include agreements to purchase Affiliate equity.

As of December 31, 2024 , there

were no changes to growth or discount rates that had a significant impact to Affiliate equity purchase obligations recorded in

prior periods.

Increases to the assumed growth rates used would result in higher fair values, while increases to the discount

rates used would result in lower fair values.

Affiliate equity purchase obligations include agreements to purchase Affiliate equity and represent the fair value of the

expected future settlement amounts.

When using a discounted cash flow valuation technique, increases to the assumed growth

rates used would result in higher fair values, while increases to the discount rates used would result in lower fair values.

using a Monte Carlo valuation technique, changes to assumed volatility and discount rates change the fair value of Affiliate

equity purchase obligations.

Increases to the volatility rates used would result in higher fair values, while increases to the

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

discount rates used would result in lower fair values.

As of December 31, 2025 , there were no changes to valuation inputs that

had a significant impact to Affiliate equity purchase obligations recorded in prior periods.

Other Financial Assets and Liabilities Not Carried at Fair Value

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Junior subordinated notes .

Junior convertible securities .

The Company has other financial assets and liabilities that are not required to be carried at fair value, but are required to be

disclosed at fair value.

The carrying amount of Cash and cash equivalents, Receivables, Payables and accrued liabilities, and

certain Other liabilities approximates fair value because of the short-term nature of these instruments.

The carrying value of the

credit facilities (as defined in Note 5) approximates fair value because the credit facilities have variable interest based on

selected short-term rates.

The carrying amount of Cash and cash equivalents, Receivables, Payables and accrued liabilities, and certain Other

liabilities approximates fair value because of the short-term nature of these instruments.

The carrying value of the revolver

approximates fair value because the revolver has variable interest based on selected short-term rates.

Investments in Affiliates and Affiliate Sponsored Investment Products

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structure of and relationship with each Affiliate.

Substantially all of the Company’s consolidated Affiliates are considered VIEs.

The unconsolidated assets, net of liabilities

and non-controlling interests of Affiliates accounted for under the equity method considered VIEs, and the Company’s carrying

value and maximum exposure to loss, were as follows:

December 31, 2023

December 31, 2024

Unconsolidated

VIE Net Assets

Carrying Value and

Maximum Exposure

Unconsolidated

VIE Net Assets

Carrying Value and

Maximum Exposure

Affiliates accounted for under the equity

Substantially all of the Company’s consolidated Affiliates are VIEs.

Company’s Affiliates accounted for under the equity method considered VIEs generally require minimal levels of working

capital on each Affiliate’s balance sheet.

Certain of the Company’s Affiliates accounted for under the equity method hold

general partner and seed investments, which may be significant.

As of December 31, 2024 and 2025 , the Company’s carrying

value and maximum exposure to loss attributable to its Affiliates accounted for under the equity method considered VIEs was

$ 2,135.2 million and $ 2,763.6 million , respectively.

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

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products, is its or its consolidated Affiliates’ interests in the unconsolidated net assets of the respective products.

The net assets

of unconsolidated VIEs attributable to Affiliate sponsored investment products, and the Company’s carrying value and

maximum exposure to loss, were as follows:

December 31, 2023

December 31, 2024

Unconsolidated

VIE Net Assets

Carrying Value and

Maximum Exposure

Unconsolidated

VIE Net Assets

Carrying Value and

Maximum Exposure

Affiliate sponsored investment products .

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

products vary in size from early-stage products with few initial investors to mature products with a large population of

As of December 31, 2024 and 2025 , the Company’s carrying value and maximum exposure to loss attributable to

Affiliate sponsored investment products, which are unconsolidated VIEs, was $ 28.0 million and $ 88.9 million , respectively.

The following table summarizes the Company’s Debt:

4 unchanged sentences

Senior Bank Debt

During the year ended December 31, 2024 , the Company repaid the $ 350.0 million outstanding under its senior unsecured

term loan facility (the “term loan”).

As of December 31, 2024 , t he Company had a $ 1.25 billion revolver (together with the term loan, the “credit facilities”).

The Company amended and restated the revolver in November 2024, extending the maturity from October 25, 2027 to

November 15, 2029, and the term loan terminated upon payment in full in the third quarter of 2024.

Subject to certain

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

As of December 31, 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

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

Through the repayment dates, the interest rate for the Company’s outstanding borrowings under the term loan was term-

SOFR plus a SOFR adjustment of 0.10 % , plus the marginal rate of 0.85 % .

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Prior to the repayment of the Company’s senior unsecured term loan facility in the third quarter of 2024 , the interest rate

for its outstanding borrowings was term-SOFR plus a SOFR adjustment of 0.10 % , plus the marginal rate of 0.85 % .

The revolver contains financial covenants with respect to leverage and interest coverage, as well as customary affirmative

1 unchanged sentence

and certain customary events of default.

As of December 31, 2023 and 2024 , the Company had no outstanding borrowings under the revolver.

As of December 31,

2023 , the Company had outstanding borrowings under the term loan of $ 350.0 million , and the weighted average interest rate

on outstanding borrowings was 6.31 % .

The Company pays commitment fees on the unused portion of its revolver.

years ended December 31, 2023 and 2024 , these fees amounted to $ 1.3 million .

In the first quarter of 2024, the Company’s $ 400.0 million 4.25 % senior notes due 2024 matured and were fully repaid.

As of December 31, 2024 and 2025 , the Company had no outstanding borrowing s under the revolver.

The Company pays

commitment fees on the unused portion of its revolver.

For the years ended December 31, 2024 and 2025 , these fees amounted

to $ 1.3 million and $ 1.2 million , respectively .

As of the date of this Annual Report on Form 10-K, the Company had outstanding borrowings of $ 475.0 million under the

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

As of December 31, 2025 , the Company had senior notes outstanding, the respective principal terms and effective interest

rates of which are presented below :

February 2015

rates of which are presented and described below:

December 2025

Maturity date .

February 2036

Par value (in millions) .

Stated coupon .

4 unchanged sentences

Effective interest rate .

In the third quarter of 2024, the Company issued $ 400.0 million aggregate principal amount of senior unsecured notes with

a maturity date of August 20, 2034 (the “2034 senior notes”).

Interest is payable beginning February 20, 2025.

In addition to

customary event of default provisions, the indenture governing the 2034 senior notes limits the Company's ability to

On December 11, 2025, the Company issued $ 425.0 million aggregate principal amount of senior unsecured notes with a

maturity date of February 15, 2036 (the “2036 senior notes”).

Interest is payable beginning August 15, 2026.

In addition to customary event of default provisions, the indenture governing the senior notes, including the applicable

supplemental indentures with respect to the 2030, 2034, and 2036 senior notes, limits the Company’s ability to consolidate,

merge, or sell all or substantially all of its assets, and requires the Company to make an offer to repurchase the applicable senior

notes at 101 % of the principal amount, plus any accrued and unpaid interest thereon to, but not including, the date of

repurchase, upon certain change of control triggering events.

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 prior to March 15, 2030, in the case of the 2030 senior

notes, at any time prior to May 20, 2034, in the case of the 2034 senior notes, and at any time prior to November 15, 2035, in

the case of the 2036 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 and 2036 senior notes.

In addition, the 2030, 2034, and 2036 senior notes may be

redeemed, in whole or in part, at any time, on or after March 15, 2030, May 20, 2034, and November 15, 2035, 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.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

consolidate, merge, or sell all or substantially all of its assets and requires the Company to make an offer to repurchase the 2034

senior notes upon certain change of control triggering events.

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.

Junior Subordinated Notes

As of December 31, 2025 , the Company had junior subordinated notes outstanding, the respective principal terms and

effective interest rates of which are presented below:

effective interest rates of which are presented and described below:

Junior Subordinated

6 unchanged sentences

September 2061

Par value (in millions) .

Stated coupon .

2 unchanged sentences

Effective interest rate .

In the first quarter of 2024, the Company issued $ 450.0 million of junior subordinated notes with a maturity date of March

30, 2064 (the “2064 junior subordinated notes”).

Interest was payable beginning June 30, 2024.

The 2064 junior subordinated

notes were issued at 100 % of the principal amount and rank junior and subordinate in right of payment and upon liquidation to

all of the Company’s current and future senior indebtedness.

As of December 31, 2024 , t he 2059 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, 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

As of December 31, 2025 , each of the 2059 and 2060 junior subordinated notes could be redeemed at any time, in whole or

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

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

9 unchanged sentences

Junior Convertible Securities

As of December 31, 2024 , 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.

The junior convertible securities bear interest at a

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

As of December 31, 2025 , the Company had $ 340.6 million of principal outstanding on its junior convertible trust

preferred securities (the “junior convertible securities”).

Prior to their redemption by the Company, as described below, the

junior convertible securities bore interest at a rate of 5.15 % per annum, which interest payments were payable quarterly in cash.

The junior convertible securities were considered contingent payment debt instruments under federal income tax regulations,

which required the Company to deduct interest in an amount greater than its reported interest expense (“excess interest expense

deductions”).

As of December 31, 2024 and 2025 , the unamortized issuance costs related to the junior convertible securities were $ 2.7

million and $ 2.4 million , respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

3 unchanged sentences

Effective interest rate .

Holders of the junior convertible securities have no rights to put these securities to the Company.

The holder may convert

In November 2025, pursuant to the terms of the junior convertible securities, the Company adjusted the conversion rate of

the securities to 0.2582 shares of common stock per $ 50.00 junior convertible security, equivalent to an adjusted conversion

price of $ 193.65 per share.

The conversion rate is subject to adjustments as described in the Amended and Restated Declaration

of Trust of AMG Capital Trust II and the related indenture, both dated October 17, 2007 and filed as exhibits to this Annual

Report on Form 10-K.

Upon conversion, holders will receive cash or shares of the Company’s common stock, or a

combination thereof, at the Company’s election.

The Company may redeem the junior convertible securities if the closing price

of its common stock for 20 trading days in a period of 30 consecutive trading days exceeds 130 % of the then prevailing

conversion price, and may also repurchase junior convertible securities in the open market or in privately negotiated

transactions from time to time at management’s discretion.

The junior convertible securities are considered contingent payment

debt instruments under federal income tax regulations, which require the Company to deduct interest in an amount greater than

its reported interest expense.

The Company estimates that these deductions will generate annual deferred tax liabilities of

approximately $ 10 million .

The Company did not repurchase any of its junior convertible securities during the years ended

December 31, 2023 and 2024.

The adjustment was the result of the Company’s cumulative declared dividends on its common

stock since the prior adjustment.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On December 8, 2025, the Company delivered notice that it had elected to redeem all of the outstanding junior convertible

securities on December 29, 2025 (the “Redemption Date”), and announced its intention to settle any and all conversion

obligations in cash.

Substantially all holders of the junior convertible securities delivered requests to convert their securities

prior to the Redemption Date.

On December 15, 2025 (the “Election Date”), the Company made an irrevocable election to

settle its conversion obligations in cash by reference to the daily volume weighted average price of the Company’s common

stock during each applicable ten trading day conversion reference period.

These conversions resulted in a settlement value in

excess of the associated carrying value (the “conversion premium”).

As of December 31, 2025, the conversion premium of

$ 155.5 million was recorded within Other liabilities, with a corresponding reduction to Additional paid-in capital.

the conversion resulted in a reduction to Deferred tax liability (net) on the Consolidated Balance Sheets of $ 38.9 million , with a

corresponding increase to Additional paid-in capital.

The Company’s election to settle each applicable conversion premium in

cash using a ten-day reference period was accounted for as a forward sale contract, which resulted in a $ 9.2 million expense

recorded in Other expenses (net), in the fourth quarter of 2025.

On the Redemption Date, the Company redeemed $ 1.1 million of junior convertible securities which were not converted,

reflecting the principal amount of the redeemed securities, plus accrued and unpaid interest, up to, but not including, the

Redemption Date.

In January 2026, the Company settled each of its applicable conversion obligations in cash for an aggregate amount of

$ 514.6 million which resulted in an incremental expense related to the forward sale contract of $ 9.3 million .

As a result of the

settlement of these securities, the Company expects to incur a current cash tax liability of approximately $ 56.0 million in 2026,

reflective of the recapture of excess interest expense deductions.

As of the date of this Annual Report on Form 10-K, none of

the Company's junior convertible securities are outstanding.

Commitments and Contingencies

11 unchanged sentences

these unfunded commitments were $ 285.0 million and may be called in future periods.

As of December 31, 2024 , the Company was obligated to make deferred payments and was contingently liable to make

payments in connection with certain of its consolidated Affiliates, which are included in Other liabilities.

Deferred payment

obligations were $ 4.7 million , all of which is payable in 2025.

The fair value of contingent payment obligations was

$ 5.7 million , all of which is payable in 2025.

The Company is contingently liable to make maximum contingent payments of

up to $ 110.0 million ( $ 24.9 million attributable to a co-investor).

As of December 31, 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 contingent payment obligation was

$ 0.0 million .

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

As of December 31, 2025 , the Company was obligated to make deferred payments of $ 85.8 million related to certain of its

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

Deferred payment obligations

are included in Other liabilities.

investments in Affiliates accounted for under the equity method, of which $ 56.4 million is payable in 2026 and $ 29.4 million is

payable in 2027.

Deferred payment obligations are included in Other liabilities .

As of December 31, 2025 , the Company was contingently liable to make payments of $ 451.7 million related to the

1 unchanged sentence

million may become payable in 2026, $ 366.4 million may become payable in 2027, $ 35.9 million may become payable in 2028,

and $ 21.8 million may become payable in 2028.

As of December 31, 2024 , the Company had agreed to provide one of its Affiliates accounted for under the equity method

up to $ 50.0 million of contingent financing.

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

accounted for under the equity method of up to $ 12.5 million and also has the option to reduce its ownership interest and

receive an incremental payment of $ 25.0 million .

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and $ 22.7 million may become payable in each of 2029 and 2030.

Affiliate equity interests provide holders at consolidated Affiliates with a conditional right to put their interests to the

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requirements.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Goodwill and Acquired Client Relationships

The following table presents the changes in the Company’s consolidated Affiliates’ Goodwill:

The following table presents the changes in the Company’s Goodwill:

Balance, beginning of period .

Veritable Transaction (1) .

Foreign currency translation .

Balance, end of period .

___________________________

(1) Represents Goodwill allocated to Veritable as of the closing date, including $ 3.5 million attributable to the non-controlling

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

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Indefinite-lived

Gross Carrying

Balance, as of December 31, 2023 .

$ ( 1,051.2 )

Veritable Transaction (1) .

Intangible amortization and impairments .

Foreign currency translation .

Transfers (2) .

Balance, as of December 31, 2024 .

4 unchanged sentences

$ ( 1,112.4 )

___________________________

(1) Represents acquired client relationships attributable to Veritable as of the closing date, including $ 6.7 million attributable

to the non-controlling interests.

(2) Transfers include acquired client relationships at Affiliates that were deconsolidated during the period.

Definite-lived acquired client relationships at the Company’s consolidated Affiliates are amortized over their expected

4 unchanged sentences

Based on relationships existing as of December 31, 2025 , the Company estimates that its consolidated

amortization expense will be approximately $ 25 million in each of 2025, 2026, 2027, and 2028, and approximately $ 15 million

As of December 31, 2024 , no impairments of definite-lived acquired client relationships were indicated.

As of December 31, 2024 , no impairments of indefinite-lived acquired client relationships were indicated.

amortization expense will be approximately $ 25 million in each of 2026, 2027, and 2028, approximately $ 15 million in 2029,

and approximately $ 10 million in 2030.

As of December 31, 2025 , no impairments of definite-lived acquired client

relationships were indicated.

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

relationships for certain mutual fund assets and determined that the fair value of the assets had declined below their carrying

Accordingly, the Company recorded an expense in Intangible amortization and impairments of $ 59.2 million

attributable to the controlling interest ( $ 70.0 million in aggregate) to reduce the carrying value of the assets to fair value.

decline in the fair value was a result of current and projected declines in assets under management that decreased the forecasted

revenue associated with the assets.

The most relevant assumptions used in these analyses were revenue growth rates over the

next five years ranging from ( 21 )% to 0 % , long-term revenue growth rates of 0 % , and discount rates of 11.0 % .

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

$ 4.0 million attributable to the controlling interest ( $ 7.0 million in aggregate) to reduce the carrying value of an indefinite-lived

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

In the fourth quarter of 2025, the Company completed its annual impairment assessment of its indefinite-lived acquired

client relationships and determined that the fair value of certain mutual fund assets had declined below their carrying values.

Accordingly, the Company recorded an expense in Intangible amortization and impairments of $ 37.0 million attributable to the

controlling interest ( $ 58.0 million in aggregate) to reduce the carrying value of the assets to fair value.

The decline in the fair

value was a result of current and projected declines in assets under management that decreased the forecasted revenue

associated with the assets.

The most relevant assumptions used in these analyses were revenue growth rates over the next five

years ranging from ( 34 )% to 0 % , long-term revenue growth rates of 0 % , and discount rates of 10.5 % .

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the year ended December 31, 2025 , no other impairments were indicated for the Company’s indefinite-lived acquired

client relationships.

In the third quarter of 2023, the Company completed the sale of its equity interest in Veritable, LP (“Veritable”), one of the

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transaction costs.

Veritable is included in the Company’s results through the closing date, and the Company’s gain on the

Veritable is included in the Company’s results through the closing date, and the Company’s gain from the

transaction was $ 133.1 million , which is recorded in Affiliate transaction gains in the Consolidated Statements of Income.

Equity Method Investments in Affiliate s

In the second quarter of 2024 , the Company completed its minority investment in Suma Capital (“Suma”), a pan-European

private markets firm that invests in the transition to a lower carbon economy.

Following the close of the transaction, Suma

partners continue to hold a significant majority of the equity of the firm and direct its day-to-day operations.

The financial results of certain Affiliates accounted for under the equity method are recognized in the Consolidated

Financial Statements one quarter in arrears.

Equity method investments in Affiliates (net) consisted of the following:

Definite-lived acquired client relationships, net .

Indefinite-lived acquired client relationships, net .

Undistributed earnings and tangible capital .

Equity method investments in Affiliates (net) .

Certain of the Company’s investments in Affiliates are accounted for under the equity method.

Th e Company had 22

equity method Affiliates a s of December 31, 2024 and 2025 .

The majority of these Affiliates are partnerships with structured

interests that define how the Company will participate in Affiliate earnings, typically based upon a fixed percentage of the

Affiliate’s revenue less agreed-upon expenses.

The partnership agreements do not define a fixed percentage for the Company’s

ownership of the equity of the Affiliate.

These percentages would be subject to a separate future negotiation if an Affiliate were

to be sold or liquidated.

The financial results of certain Affiliates accounted for under the equity method are recognized in the

Consolidated Financial Statements one quarter in arrears.

T he following tables present summarized financial information of the Company’s Affiliates accounted for under the equity

For the Years Ended December 31,

Revenue (1) .

Net income (1) .

___________________________

(1) Revenue and net income include asset- and performance-based fees, the impact of consolidated sponsored investment

products, and new Affiliate investments for the full-year, regardless of the date of the Company’s investment.

Liabilities and Non-controlling interests .

The following table presents the changes in Equity method investments in Affiliates (net):

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Investments in Affiliates .

Affiliate transactions (2) .

Earnings, net of tax .

Intangible amortization and impairments .

3 unchanged sentences

Balance, end of period (1) .

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

___________________________

(1) Includes undistributed earnings of $ 168.0 million , $ 206.1 million , and $ 280.4 million as of December 31, 2023 , 2024 , and

2025 , respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Represents the Company’s equity method investments in Peppertree, Comvest’s private credit business, and Montrusco

Bolton as of their respective closing date s.

(3) For t he year ended December 31, 2025, Other includes the transfer of $ 53.4 million of interests to Investments associated

with the Comvest Transaction.

In the first quarter of 2025, the Company completed its minority investment in NorthBridge Partners, LLC

(“NorthBridge”), a private markets manager specializing in industrial logistics real estate assets, and in the second quarter of

2025, the Company completed its minority investment in Verition Fund Management LLC (“Verition”), a global multi-strategy

investment firm.

In the fourth quarter of 2025, the Company completed its minority investments in Montefiore Investment

(“Montefiore”), a European private equity firm focused on the services sector, and Qualitas Energy, a renewables-focused

global infrastructure manager specializing in energy transition.

A portion of the consideration paid for NorthBridge and the

majority of the consideration paid for Verition will be deductible for U.S.

tax purposes over a 15-year life.

The Company’s

purchase price allocations for each investment were measured using discounted cash flow analyses that included assumptions of

expected market performance, net client cash flows, and discount rates.

In the third quarter of 2025, the Company completed the sale of its minority equity interest in Peppertree Capital

Management, Inc.

(“Peppertree”), as part of the announced acquisition of Peppertree by TPG Inc.

(“TPG”), a public

company listed on the Nasdaq Global Select Market.

Pursuant to the terms of the 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 from the transaction was $ 127.6 million , which is recorded in Affiliate

transaction gains.

In November 2025, Comvest Partners (“Comvest”) completed the previously announced agreement to sell its private

credit business to Manulife Financial Corporation.

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

cash consideration of $ 282.0 million for its portion of Comvest’s private credit business.

Comvest’s private credit business

is included in the Company’s results through the closing date and the portion retained will continue to be included going

The Company’s gain from the transaction was $ 227.6 million , which is recorded in Affiliate transaction gain s.

In December 2025, the Company completed the sale of its minority equity interest in Montrusco Bolton Investments

(“Montrusco Bolton”) to Walter Global Asset Management Inc.

Pursuant to the terms of the agreement, the Company

received total cash consideration of $ 22.0 million .

Montrusco Bolton is included in the Company’s results through the

closing date and the Company’s gain from the transaction was $ 16.2 million , which is recorded in Affiliate transaction

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

amortized over their expected period of economic benefit.

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of $ 86.0 million , $ 90.1 million , and $ 98.1 million for the years ended December 31, 2023 , 2024 , and 2025 , respectively.

Based on relationships existing as of December 31, 2024 , the Company estimates the amortization expense attributable to its

Affiliates will be approximately $ 75 million in 2025, approximately $ 70 million in each of 2026 and 2027, approximately $ 60

million in 2028, and approximately $ 45 million in 2029.

For the year ended December 31, 2023 , the Company recorded $ 9.6 million of expenses to reduce the carrying values of

certain of its Affiliates because it concluded that the fair value of its investments had declined below their carrying values and

that the declines were other-than-temporary.

on relationships existing as of December 31, 2025 , the Company estimates the amortization expense attributable to its Affiliates

accounted for under the equity method will be approximately $ 100 million in each of 2026 and 2027, approximately $ 85

million in 2028, and approximately $ 70 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

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flow analysis, a Level 3 fair value measurement that included a projected compounded growth in assets under management over

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the next ten years of ( 2.5 )% , long-term growth rate of 3 % , discount rates of 12 % and 20 % for asset- and performance-based

3 unchanged sentences

For the year ended December 31, 2025 , the Company completed its annual assessme nt of its investments in Affiliates

accounted for under the equity method and no other impairments were indicated.

The Company had 22 Affiliates accounted for under the equity method as of December 31, 2023 and 2024 .

majority of these Affiliates are partnerships with structured interests that define how the Company will participate in

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

The partnership agreements do not define a fixed percentage for the Company’s ownership of the equity of the

These percentages would be subject to a separate future negotiation if an Affiliate were to be sold or liquidated.

The following tables present summarized financial information for Affiliates accounted for under the equity method:

For the Years Ended December 31,

Revenue (1) .

Net income (1) .

___________________________

(1) Revenue and net income include asset- and performance-based fees, the impact of consolidated sponsored investment

products, and new Affiliate investments for the full-year, regardless of the date of the Company’s investment.

Liabilities and Non-controlling interests .

In the fourth quarter of 2022, the Company completed the sale of its equity interest in Baring Private Equity Asia

("BPEA"), an Affiliate accounted for by the Company under the equity method, to EQT AB (“EQT”), a public company

listed on the Nasdaq Stockholm (EQT.ST) (the “BPEA Transaction”) in connection with the strategic combination of

BPEA and EQT.

Pursuant to the terms of the Securities Purchase and Merger Agreement with EQT, under which the

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

$ 223.6 million in cash, net of transaction costs, and 28.68 million EQT ordinary shares ( 25 % of which were subject to a

six -month lock-up, which expired in April 2023 , and all of which were sold by July 2023 ), and other investments.

included in the Company’s results through the closing date, and the Company’s gain on the transaction was $ 641.9 million ,

which is recorded in Affiliate Transaction gains.

On February 6, 2025, the Company announced the completion of its minority investment in NorthBridge Partners,

LLC (“NorthBridge”), a private markets manager specializing in industrial logistics real estate assets.

Following the close

of the transaction, NorthBridge partners continue to hold a significant majority of the equity of the firm and direct its day-

to-day operations.

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

accounted for under the equity method and no impairments were indicated.

In January 2026, the Company completed the previously announced 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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the transaction, BBH partners continue to direct day-to-day operations and the Company’s ownership is limited to a

minority interest in the BBH Credit Partners subsidiary.

On February 12, 2026, the Company announced the completion of its additional minority investment in Garda Capital

Partners LP (“Garda”), a liquid alternatives manager specializing in fixed income relative value strategies and an Affiliate

since 2019, and its minority investment in HighBrook Investors (“HighBrook”), a private markets manager specializing in

real estate assets.

Following the close of the transactions, the Company’s investment in Garda continues to be accounted

for under the equity method and Affiliate management continues to hold a majority of the equity of the respective

businesses and directs the day-to-day operations.

Lease Commitments

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As of December 31, 2024 and 2025 , the Company’s and its Affiliates’ weighted average operating lease term was seven

years and the weighted average operating lease discount rate was 3 % .

years and six years , respectively, and the weighted average operating lease discount rate was 3 % .

As of December 31, 2025 , the maturities of lease liabilities were as follows:

5 unchanged sentences

that have not yet commenced.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fixed assets (net) consisted of the following:

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Fixed assets (net) .

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Payables and Accrued Liabilities

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Payables and accrued liabilities .

___________________________

(1) Other primarily includes unsettled fund shares payable, accrued income taxes, and other accrued liabilities.

Related Party Transactions

The Company may invest from time to time in funds or products advised by its Affiliates.

The Company’s executive

officers and directors may invest from time to time in funds advised or products offered by its Affiliates, or receive other

investment services provided by its Affiliates, on substantially the same terms as other participating investors.

In addition, the

Company and its Affiliates earn asset- and performance-based fees and incur distribution and other expenses for services

provided to Affiliate sponsored investment products.

Affiliate management owners and the Company’s officers may serve as

trustees or directors of certain investment vehicles from which the Company or an Affiliate earns fees.

Also, from time to time,

the Company may enter into ordinary course engagements for capital markets, banking, brokerage, and other services with

beneficial owners of 5 % or more of the Company’s voting securities.

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

Affiliate equity transactions, as more fully described in Notes 6, 13, and 14.

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

As of December 31, 2024 and 2025 , the total receivable was $ 59.2 million and $ 68.6 million , respectively, and was

included in Other assets, and the total payable was $ 87.8 million and $ 99.3 million , respectively, and was included in Other

These amounts were primarily attributable to the non-controlling interests.

A prior owner of one of the Company’s consolidated Affiliates retains interests in certain of the Affiliate’s private equity

2 unchanged sentences

were $ 14.5 million and $ 11.7 million as of December 31, 2024 and 2025 , respectively.

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

As of December 31, 2024 , the total receivable was $ 59.2 million , and was included in Other assets, and the total

payable was $ 87.8 million , and was included in Other liabilities.

These amounts were primarily attributable to the non-

controlling interests.

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

Affiliate equity transactions, as more fully described in Notes 6, 15, and 16.

Stockholders’ Equity

The Company is authorized to issue up to 150.0 million shares of voting common stock and 3.0 million shares of class B

non-voting common stock.

The Company’s Board of Directors authorized share repurchase programs in October 2022 , October 2023 , and July 2024 to

repurchase up to 3.0 million , 3.3 million , and 5.4 million shares of its common stock, respectively, and these authorizations

have no expiry.

Purchases may be made from time to time, at management’s discretion, in the open market or in privately

negotiated transactions, including through the use of trading plans, as well as pursuant to accelerated share repurchase programs

or other share repurchase strategies that may include derivative financial instruments.

As of March 31, 2024, the Company had

repurchased all of the shares in the repurchase program authorized in October 2022.

As of December 31, 2024 , the Company

had repurchased all of the shares in the repurchase program authorized in October 2023 and there were a total of 5.3 million

shares available for repurchase under the Company’s July 2024 share repurchase program.

The following is a summary of the Company’s share repurchase activity:

Average Price

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Equity Distribution Program

In the second quarter of 2022, the Company entered into equity distribution and forward equity agreements with several

major securities firms under which it may, from time to time, issue and sell shares of its common stock (immediately or on a

forward basis) having an aggregate sales price of up to $ 500.0 million (the “equity distribution program ”).

A s of December 31,

2024 , no sales had occurred under the equity distribution program.

Preferred Stock

The Company is authorized to issue up to 5.0 million shares of preferred stock.

Any such preferred stock issued by the

Company may rank prior to common stock as to dividend rights, liquidation preference or both, may have full or limited voting

rights, and may be convertible into shares of common stock.

Financial Instruments

The Company’s junior convertible securities contain an embedded right for holders to receive shares of the Company’s

common stock under certain conditions.

These arrangements, as well as the equity distribution program, meet the definition of

equity and are not required to be accounted for separately as derivative financial instruments.

Share-Based Compensation

Share-Based Incentive Plans

The Company has established various plans under which it is authorized to grant restricted stock, restricted stock units,

stock options, and stock appreciation rights.

The Company may also grant cash awards that can be notionally invested in one or

more specified measurement funds, including the Company’s common stock.

Awards granted under the Company’s share-

based incentive plans typically participate in any dividends declared, but such amounts are deferred until delivery of the shares

and are forfeitable if the requisite service is not satisfied.

Dividends may accrue in cash or may be reinvested in the Company’s

common stock.

Share-Based Compensation

The following table presents share-based compensation expense:

The excess tax benefit recognized from share-based incentive plans was $ 1.8 million , $ 4.4 million , and $ 10.3 million for

the years ended December 31, 2022 , 2023 , and 2024 , respectively.

As of December 31, 2023 , the Company had unrecognized share-based compensation expense of $ 54.4 million .

December 31, 2024 , the Company had unrecognized share-based compensation of $ 38.1 million , which will be recognized over

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restricted Stock

The following table summarizes transactions in the Company’s restricted stock units:

Unvested units–December 31, 2023 .

Units granted .

Units vested .

Units forfeited .

Performance condition changes .

Unvested units–December 31, 2024 .

The Company granted restricted stock units with fair values of $ 47.1 million , $ 49.3 million , and $ 31.3 million for the years

ended December 31, 2022 , 2023 , and 2024 , 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 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.

The total fair value of shares vested was $ 54.6 million , $ 86.2 million , and $ 50.5 million for the years ended December 31,

2022 , 2023 , and 2024 , respectively.

As of December 31, 2024 , the Company had 2.2 million shares available for grant under its

Stock Options

The following table summarizes transactions in the Company’s stock options:

Exercise Price

Unexercised options outstanding–December 31, 2023 .

Options granted .

Options exercised .

Options forfeited .

Options expired .

Performance condition changes .

Unexercised options outstanding–December 31, 2024 .

Exercisable at December 31, 2024 .

The Company granted stock options with fair values of $ 1.8 million for the year ended December 31, 2022 .

did not grant any stock options for the years ended December 31, 2023 and 2024 .

Stock options generally vest over a period of

three years to five years and expire seven years after the grant date.

All stock options have been granted with exercise prices

equal to the closing price of the Company’s common stock on the grant date.

Substantially all of the Company’s outstanding

stock options contain both service and performance conditions.

For awards with performance conditions, the number of stock

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

The Company generally uses treasury stock to settle stock option exercises.

The total intrinsic value of stock options

exercised for the years ended December 31, 2022 , 2023 , and 2024 was $ 1.2 million , $ 0.2 million , and $ 150.7 million ,

respectively.

The cash received for stock options exercised was $ 2.6 million , zero , and $ 0.3 million for the years ended

December 31, 2022 , 2023 , and 2024 , respectively.

As of December 31, 2024 , the intrinsic value of exercisable stock options

outstanding was $ 138.6 million , and 1.1 million options were available for grant under the Company’s option plans.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

T he weighted average fair value of stock options granted was $ 47.84 per option for the year ended December 31, 2022 .

The Company uses the Black-Scholes option pricing model to determine the fair value of options.

The weighted average grant

date assumptions used to estimate the fair value of stock options granted were as follows:

Dividend yield .

Expected volatility (1) .

Risk-free interest rate (2) .

Expected life of stock options (in years) (3) .

Forfeiture rate .

___________________________

(1) Expected volatility is b ased on historical and implied volatility.

(2) Risk-free interest rate is b ased on the U.S.

Treasury yield curve in effect at the date of grant.

(3) Expected life of options (in years) is b ased on the Company’s historical and expected exercise behavior .

The Company may invest from time to time in funds or products advised by its Affiliates.

The Company’s executive

officers and directors may invest from time to time in funds advised or products offered by its Affiliates, or receive other

investment services provided by its Affiliates, on substantially the same terms as other participating investors.

and its Affiliates earn asset- and performance-based feed and incur distribution and other expenses for services provided to

Affiliate sponsored investment products.

In addition, the Company and its Affiliates earn fees or incur expenses related to the

Company’s efforts to develop and distribute Affiliate products.

Affiliate management owners and the Company’s officers may

serve as trustees or directors of certain investment vehicles from which the Company or an Affiliate earns fees.

From time to time, the Company may enter into ordinary course engagements for capital markets, banking, brokerage, and

other services with beneficial owners of 5 % or more of the Company’s voting securities.

Redeemable Non-Controlling Interests

2 unchanged sentences

Affiliate equity holders generally have a conditional

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

right to put their interests to the Company at certain intervals (between five years and 15 years from the date the equity interest

12 unchanged sentences

Balance, beginning of period .

Veritable Transaction .

(Decrease) increase attributable to consolidated Affiliate sponsored investment products .

Increase attributable to consolidated Affiliate sponsored investment products .

Transfers to Other liabilities .

Transfers (to) from Non-controlling interests .

Transfers from (to) Non-controlling interests .

Changes in redemption value .

1 unchanged sentence

__________________________

(1) As of December 31, 2023 and 2024 , Redeemable non-controlling interests include consolidated Affiliate sponsored

(1) As of December 31, 2024 and 2025 , Redeemable non-controlling interests includes consolidated Affiliate sponsored

investment products primarily attributable to third-party investors of $ 12.9 million and $ 32.2 million , respectively.

5 unchanged sentences

million for the years ended December 31, 2023 , 2024 , and 2025 , respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Affiliate equity interests provide the Company a conditional right to call (following an Affiliate equity holder’s departure)

11 unchanged sentences

option, may pay for Affiliate equity purchases in cash, shares of its common stock, or other forms of consideration, and can

consent to the transfer of these interests to other individuals or entities.

consent to the transfer of these interests to Affiliate partners and other parties.

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

Affiliate partners and other parties.

The amount of cash paid for purchases was $ 61.5 million , $ 67.4 million , an d $ 106.5

The amount of cash paid for purchases was $ 67.4 million , $ 106.5 million , and $ 176.7

million for the years ended December 31, 2023 , 2024 , and 2025 , respectively.

5 unchanged sentences

If the equity is issued for consideration below

the fair value of the equity, or purchased for consideration above the fair value of the equity, the difference is recorded as

compensation expense in Compensation and related expenses in the Consolidated Statements of Income over the requisite

service period.

The following table presents Affiliate equity compensation expense:

the fair value of the equity, or purchased for consideration above the fair value of the equity, the difference is recorded as an

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents Affiliate equity expense:

For the Years Ended December 31,

1 unchanged sentence

Non-controlling interests .

The following table presents unrecognized Affiliate equity compensation expense:

In the second quarter of 2025, the terms of certain equity awards at an Affiliate were modified.

The modification included

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

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

controlling interest.

The following table presents unrecognized Affiliate equity expense:

Remaining Life

16 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 (Continued)

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

6 unchanged sentences

transactions .

Stockholders’ Equity

Preferred Stock

The Company is authorized to issue up to 5.0 million shares of preferred stock.

Any such preferred stock issued by the

Company may rank prior to common stock as to dividend rights, liquidation preference or both, may have full or limited voting

rights, and may be convertible into shares of common stock.

As of December 31, 2025 , the Company had no shares of

preferred stock outstanding .

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company is authorized to issue up to 150.0 million shares of voting common stock and 3.0 million shares of class B

non-voting common stock.

The Company’s Board of Directors authorized a share repurchase program in July 2024 to repurchase up to 5.4 million

shares of its common stock and this authorization has no expiry.

Purchases may be made from time to time, at management’s

discretion, in the open market or in privately negotiated transactions, including through the use of trading plans, as well as

pursuant to accelerated share repurchase programs or other share repurchase strategies that may include derivative financial

For the year ended December 31, 2025 , the Company repurchased 3.3 million shares of its common stock at an

average price per share of $ 212.92 .

As of December 31, 2025 , there were a total of 2.0 million shares available for repurchase

under the Company’s July 2024 share repurchase program.

The Company’s Board of Directors authorized an additional share

repurchase program in January 2026 to repurchase up to 4.2 million shares of the Company’s common stock.

The following table summarizes the Company's share repurchase activity :

Average Price

Equity Distribution Program

In the first quarter of 2025, the Company entered into an equity distribution agreement and forward sale agreements with

several major securities firms under which it may, from time to time, issue and sell shares of its common stock (immediately or

on a forward basis) having an aggregate sales price of up to $ 500.0 million (the “equity distribution program”).

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

As of December 31, 2025 , no

sales had occurred under the equity distribution program.

Financial Instruments

The equity distribution program meets the definition of equity and is not required to be accounted for separately as a

derivative financial instrument.

Prior to the Election Date, the Company’s junior convertible securities, which contained an embedded right for holders to

receive shares of the Company’s common stock under certain conditions, met the definition of equity and were not required to

be accounted for separately as derivative financial instruments.

Subsequently, the Company’s election to settle each applicable

conversion premium in cash using a ten-day reference period was accounted for as a forward sale contract.

Share-Based Compensation

Share-Based Incentive Plans

The Company has established various plans under which it is authorized to grant restricted stock, restricted stock units,

stock options, and stock appreciation rights.

The Company may also grant cash awards that can be notionally invested in one or

more specified measurement funds, including the Company’s common stock.

Awards granted under the Company’s share-

based incentive plans typically participate in any dividends declared, but such amounts are deferred until delivery of the shares

and are forfeitable if the requisite service is not satisfied.

Dividends may accrue in cash or may be reinvested in the Company’s

common stock.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Share-Based Compensation

The following table presents share-based compensation expense:

The excess tax benefit recognized from share-based incentive plans was $ 4.4 million , $ 10.3 million , and $ 20.3 million for

the years ended December 31, 2023 , 2024 , and 2025 , respectively.

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

December 31, 2025 , the Company had unrecognized share-based compensation of $ 70.2 million , which will be recognized over

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

Restricted Stock

The following table summarizes transactions in the Company’s restricted stock units:

Unvested units, as of December 31, 2024 .

Units granted .

Units vested .

Units forfeited .

Performance condition changes .

Unvested units, as of December 31, 2025 .

The Company granted restricted stock units with fair values of $ 49.3 million , $ 31.3 million , and $ 54.8 million for the years

ended December 31, 2023 , 2024 , and 2025 , 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 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.

The total fair value of restricted stock units vested was $ 86.2 million , $ 50.5 million , and $ 59.0 million for the years ended

December 31, 2023 , 2024 , and 2025 , respectively.

As of December 31, 2025 , the Company had 1.6 million shares available for

grant under its plans.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options

The following table summarizes transactions in the Company’s stock options:

Exercise Price

Unexercised options outstanding, as of December 31, 2024 .

Options granted .

Options exercised .

Options forfeited .

Options expired .

Performance condition changes .

Unexercised options outstanding, as of December 31, 2025 .

Exercisable at December 31, 2025 .

The Company did not grant any stock options for the years ended December 31, 2023 , 2024 , and 2025 .

Stock options

generally vest over a period of four years to five years and expire seven years after the grant date.

All stock options have been

granted with exercise prices equal to the closing price of the Company’s common stock on the grant date.

Substantially all of

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

For awards with performance

conditions, the number of stock options expected to vest may change over time depending upon the performance level expected

to be achieved.

The Company generally uses treasury stock to settle stock option exercises.

The total intrinsic value of stock options

exercised for the years ended December 31, 2023 , 2024 , and 2025 was $ 0.2 million , $ 150.7 million , and $ 187.6 million ,

respectively.

The cash received for stock options exercised was zero , $ 0.3 million , and $ 2.8 million for the years ended

December 31, 2023 , 2024 , and 2025 , respectively.

As of December 31, 2025 , the intrinsic value of exercisable stock options

outstanding was $ 37.0 million , and 1.1 million options were available for grant under the Company’s option plans.

Benefit Plans

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extent, taxes attributable to the non-controlling interests.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the consolidated provision for income taxes:

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The consolidated provision for income taxes consisted of the following:

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International .

The following table presents consolidated income taxes paid , net by jurisdiction:

For the Years Ended December 31,

United Kingdom .

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table reconciles the U.S.

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Statutory U.S.

federal tax rate .

federal tax .

State income taxes, net of federal benefit (1) .

Foreign operations .

Compensation plans .

Change in valuation allowances .

Foreign tax effects:

United Kingdom

Affiliate equity expense .

Other foreign jurisdictions .

Effect of cross-border tax laws .

Nontaxable or nondeductible items .

Change in valuation allowance .

Unrecognized tax benefits .

BPEA Transaction (1) .

Changes in U.S.

tax provision to return .

Effective tax rate (controlling interest) .

Effect of income from non-controlling interests .

Effective tax rate .

Other adjustments:

Effect of income from non-controlling

Effective tax .

___________________________

(1) The year ended December 31, 2022 is reflective of the BPEA Transaction gain of $ 641.9 million and realized and

unrealized gains on EQT ordinary shares of $ 43.8 million and $ 57.9 million , respectively.

(1) The state and local jurisdictions that make up the majority of the effect of the state and local income tax include

Massachusetts, California, and New York .

The Company’s effective tax rate (controlling interest) in 2023 is lower than the marginal tax rate of 24.5 %, primarily due

to the tax benefits of foreign operations and a state tax benefit related to the BPEA Transaction.

to discrete benefits from foreign operations.

The effective tax rate (controlling interest) in 2024 is higher than the marginal tax

rate of 24.5%, primarily due to an expense to reduce the carrying value of a foreign Affiliate to fair value for which no tax

benefit was recorded, partially offset by tax windfalls attributable to share-based compensation.

The effective tax rate

(controlling interest) in 2023 is lower than the marginal tax rate of 24.5%, primarily due to discrete benefits from foreign

The effective tax rate (controlling interest) in 2024 is higher than the marginal tax rate of 24.5%, primarily due to

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

an expense to reduce the carrying value of a foreign Affiliate to fair value for which no tax benefit was recorded , partially offset

by tax windfalls attributable to share-based compensation .

(controlling interest) in 2025 is higher than the marginal tax rate of 24.5%, primarily due to unrecognized tax benefits and non-

deductible compensation expense, partially offset by tax windfalls attributable to share-based compensation.

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

and its Affiliates operate and is impacted by changes in the jurisdictional mix of income before taxes.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred tax liability (net) reflects the expected future tax consequences of temporary differences between the financial

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Deferred Tax Assets

Deferred compensation .

State loss carryforwards .

State net operating loss carryforwards .

Foreign loss carryforwards .

Federal carryforwards .

Tax benefit of uncertain tax positions .

Deferred income .

Lease liabilities .

Foreign tax credits .

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Junior convertible securities interest .

Right-of-use assets .

Accrued expenses .

Deferred income .

Total deferred tax liabilities .

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As of December 31, 2025 , the Company had available state net operating loss carryforwards of $ 213.3 million , a majority

of which will expire over five years to nine years .

As of December 31, 2024 , the Company had foreign loss carryforwards of

$ 66.9 million , of which $ 51.0 million will expire over 11 years to 15 years and $ 15.9 million will carry forward indefinitely.

As of December 31, 2024 , the Company had foreign tax credit carryforwards of $ 16.3 million , a majority of which will expire

over four years to seven years .

of which will expire over four years to seven years , foreign loss carryforwards of $ 73.9 million , of which $ 51.5 million will

expire over ten years to 14 years and $ 22.4 million will carry forward indefinitely, and foreign tax credit carryforwards of $ 16.5

million , a majority of which will expire over five years to seven years .

The Company believed it was more-likely-than-not that the benefit from certain state and foreign loss carryforwards and

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For the years ended December 31, 2024 and 2025 , the Company decreased its valuation allowance $ 2.8 million

and $ 2.8 million , respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and increased its valuation allowance $ 2.2 million , respectively.

The Company’s estimates and assumptions regarding the realization of its state and foreign loss carryforwards do not

7 unchanged sentences

from, or a sale or liquidation of, the foreign subsidiaries.

While a determination of the potential amount of unrecognized U.S.

income tax related to these amounts is not practicable because of the numerous assumptions associated with this hypothetical

calculation, as of December 31, 2024 , the estimated amount of such difference was $ 375.5 million .

A reconciliation of the changes in unrecognized tax benefits is as follows:

A determination of the potential amount of unrecognized U.S.

tax related to these amounts is not practicable because of the numerous assumptions associated with this hypothetical

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the changes in unrecognized tax benefits:

For the Years Ended December 31,

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Included in the balance of unrecognized tax benefits as of December 31, 2023 , 2024 , and 2025 were $ 37.8 million , $ 37.3

million , an d $ 37.3 million , respectively, of tax benefits that, if recognized, would favorably affect the Company’s effective

million , and $ 46.0 million , respectively, of tax benefits that, if recognized, would favorably affect the Company’s effective

tax rate (controlling interest).

As of December 31, 2025 , certain of these benefits, if realized, would be offset by the

utilization of indirect tax benefits, for which the Company had accrued deferred tax assets o f $ 9.4 million .

The Company records accrued interest and penalties, if any, related to unrecognized tax benefits in Income tax expense.

For the years ended December 31, 2022 , 2023 , and 2024 , interest and penalties related to unrecognized tax benefits were $ 2.6

utilization of indirect tax benefits, for which the Company had accrued deferred tax assets of $ 7.0 million .

The Company records accrued interest and penalties related to unrecognized tax benefits in Income tax expense.

years ended December 31, 2023 , 2024 , and 2025 , interest and penalties related to unrecognized tax benefits were $ 0.8

million , $( 0.5 ) million , and $( 0.1 ) million , respectively.

23 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

share available to common stockholders:

The following table presents a reconciliation of the numerator and denominator used in the calculation of basic and diluted

earnings per share available to common stockholders:

For the Years Ended December 31,

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Hypothetical issuance of shares to settle Redeemable non-controlling

Junior convertible securities .

Assumed issuance of junior convertible securities shares .

Average shares outstanding (diluted) .

2 unchanged sentences

The following

is a summary of items excluded from the denominator in the table above:

table presents a summary of items excluded from the denominator in the table above:

For the Years Ended December 31,

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Comprehensive Income

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

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

For the Year Ended December 31, 2023

Foreign currency translation loss .

Tax (Expense)

Foreign currency translation gain .

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

1 unchanged sentence

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

Other comprehensive loss .

Other comprehensive income .

For the Year Ended December 31, 2024

Tax (Expense)

Foreign currency translation gain .

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The components of accumulated other comprehensive loss, net of taxes, were as follows:

Gains (Losses)

on Derivative

Gain (Loss) on

Balance, as of December 31, 2023 .

Other comprehensive income before reclassifications .

Other comprehensive income (loss) before reclassifications .

Amounts reclassified .

9 unchanged sentences

reflect the revenue, profit, and assets of the Company’s single segment, respectively.

The Company’s President and Chief Executive Officer is the chief operating decision maker (“CODM”).

The CODM uses

Net income in assessing the performance and in determining the allocation of resources of the Company’s reportable segment.

The CODM is regularly provided expense information consistent with the expense categories presented in the Company’s

Consolidated Statements of Income.

The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”).

The CODM uses Net income in

assessing the performance and in determining the allocation of resources of the Company’s reportable segment.

regularly provided expense information consistent with the expense categories presented in the Company’s Consolidated

Statements of Income.

AFFILIATED MANAGERS GROUP, INC.

15 unchanged sentences

Income Tax Valuation Allowance

Year Ending December 31,

Years Ending December 31,

Other Allowances (1)

Year Ending December 31,

Years Ending December 31,

___________________________

(1) Other allowances primarily represents reserves on notes received in connection with transfers of the Company’s interests in

certain Affiliates, as well as other receivable amounts, which the Company considered uncollectible.

Deductions represent

the reversal of such reserves upon collection of the amounts due.

(1) Other allowances represents reserves on notes received in connection with transfers of the Company’s interests in certain

Affiliates, as well as other receivable amounts, which the Company considered uncollectible.

Deductions represent the

reversal of such reserves upon collection of the amounts due.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data