What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 405 added, 579 removed, 572 unchanged (63% of the section changed)

4 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Consolidated revenue

8 unchanged sentences

Equity method income (net)

Affiliate transaction gains (Note 9)

Investment and other income

12 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Other comprehensive income, net of tax:

Foreign currency translation gain

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

Ended March 31,

Other comprehensive loss, net of tax:

Foreign currency translation loss

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, net of tax

Other comprehensive loss, net of tax

Comprehensive income

2 unchanged sentences

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

AFFILIATED MANAGERS GROUP, INC.

AFFILIATED MANA GERS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

September 30,

Cash and cash equivalents

11 unchanged sentences

58.5 shares issued as of December 31,

2024 and September 30, 2025 )

2025 and March 31, 2026 )

Additional paid-in capital

2 unchanged sentences

Treasury stock, at cost ( 31.5 shares and 32.0 shares as of December 31, 2025 and

September 30, 2025 , respectively)

March 31, 2026 , respectively)

Total stockholders' equity

5 unchanged sentences

(in millions, except dividends per share)

Three Months Ended September 30, 2024

Total Stockholders’ Equity

Comprehensive

June 30, 2024

$ ( 3,833.5 )

Other comprehensive income, net of tax

Share-based compensation

Common stock issued under share-based incentive

Share repurchases, inclusive of excise tax

Dividends ( $ 0.01 per share)

Affiliate equity activity:

Affiliate equity compensation

Changes in redemption value of Redeemable non-

controlling interests

Capital contributions and other

Distributions to non-controlling interests

September 30, 2024

$ ( 3,994.5 )

Three Months Ended September 30, 2025

Total Stockholders’ Equity

Comprehensive

June 30, 2025

$ ( 4,394.0 )

Other comprehensive income (loss), net of tax

Share-based compensation

Common stock issued under share-based incentive

Share repurchases, inclusive of excise tax

Dividends ( $ 0.01 per share)

Affiliate equity activity:

Affiliate equity compensation

Changes in redemption value of Redeemable non-

controlling interests

Capital contributions and other

Distributions to non-controlling interests

September 30, 2025

$ ( 4,531.2 )

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

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions, except dividends per share)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Total Stockholders’ Equity

2 unchanged sentences

$ ( 4,124.6 )

Other comprehensive income, net of tax

Other comprehensive income (loss), net of tax

Share-based compensation

2 unchanged sentences

Dividends ( $ 0.01 per share)

Affiliate equity activity:

Affiliate equity compensation

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

September 30, 2024

March 31, 2025

$ ( 4,276.4 )

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Total Stockholders’ Equity

2 unchanged sentences

$ ( 4,886.9 )

Other comprehensive income, net of tax

Other comprehensive loss, net of tax

Share-based compensation

Common stock issued under share-based incentive

Conversion premium on junior convertible securities

Share repurchases, inclusive of excise tax

Dividends ( $ 0.01 per share)

Affiliate equity activity:

Affiliate equity compensation

Affiliate equity-related activities:

Affiliate equity expense

Changes in redemption value of Redeemable non-

controlling interests

Transfers from Redeemable non-controlling

Capital contributions and other

Distributions to non-controlling interests

September 30, 2025

March 31, 2026

$ ( 5,073.3 )

3 unchanged sentences

(in millions)

For the Nine Months

Ended September 30,

For the Three Months

Ended March 31,

Cash flow from (used in) operating activities:

2 unchanged sentences

Depreciation and other amortization

Deferred income tax expense

Deferred income tax expense (benefit)

Equity method income (net)

Distributions received from equity method investments

Affiliate transaction gains

Share-based compensation and Affiliate equity compensation expense

Net realized and unrealized gains on investment securities

Share-based compensation and Affiliate equity expense

Net realized and unrealized (losses) gains on investment securities

Other non-cash items

3 unchanged sentences

Increase in receivables

Decrease (increase) in other assets

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

(Increase) decrease in other assets

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

Proceeds from Affiliate transactions

Return of capital from equity method investments

Investments in Affiliates

Purchases of fixed assets

1 unchanged sentence

Maturities and sales of investment securities

Cash flow from (used in) investing activities

Cash flow used in investing activities

Cash flow from (used in) financing activities:

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

Repayments of senior bank debt and senior notes

Borrowings of senior bank debt

Repayments of senior bank debt

Repayments of junior convertible securities

Conversion payments on junior convertible securities

Repurchases of common stock, net

Dividends paid on common stock

Distributions to non-controlling interests

Affiliate equity purchases, net

Taxes paid on shares withheld on share-based awards

Other financing items

1 unchanged sentence

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

Net increase (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

1 unchanged sentence

Cash and cash equivalents at end of period

Supplemental disclosure of non-cash investing and financing activities:

Shares received from Affiliate transactions

Payables recorded for Affiliate equity repurchases

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

Stock received for tax withholdings on share-based payments

Stock received for the exercise of stock options

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

24 unchanged sentences

Accounting Standards and Policies

Recently Adopted Accounting Standards

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

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

Application of Profits Interest and Similar Awards.

The adoption of these standards did not have a material impact on the

Company’s Consolidated Financial Statements.

Recent Accounting Development s

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

Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the

income tax rate reconciliation and income taxes paid.

The standard is effective for annual periods beginning after December

The Company currently does not expect the adoption to have a material impact on its Consolidated Financial

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 standard is effective for annual periods

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

The Company is currently

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

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“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 standard is effective for annual periods beginning after December 15, 2026 and interim periods

beginning after December 15, 2027.

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

its Consolidated Financial Statements.

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

3 unchanged sentences

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

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

Measurement of Credit

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

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

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

The standard is effective for annual

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

The Company is

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

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

4 unchanged sentences

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.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table summarizes the Company’s Investments:

September 30,

Investments in marketable securities

Marketable securities

Equity securities

Debt securities

Total investments in marketable securities

Total marketable securities

Other investments

2 unchanged sentences

Total other investments

Investments in Marketable Securities

Marketable Securities

Equity Securities

1 unchanged sentence

equity securities:

September 30,

Unrealized gains

Unrealized losses

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

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

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

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

For the three and nine months

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

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

As of December 31, 2025 and March 31, 2026 , investments in equity securities include consolidated Affiliate sponsored

investment products with fair values of $ 9.2 million and $ 12.7 million , respectively.

For the three months ended March 31, 2025 and 2026 , the Company recognized net unrealized gains (losses) on equity

securities still held as of March 31, 2025 and 2026 of $( 0.9 ) million and $ 0.3 million , respectively.

Debt Securities

1 unchanged sentence

consolidated Affiliate sponsored investment products classified as trading :

September 30,

Unrealized gains

Unrealized losses

For the three months ended March 31, 2025 and 2026 , the Company recognized net unrealized gains (losses) on debt

securities classified as trading still held as of March 31, 2025 and 2026 of $ 0.8 million and $( 1.0 ) million , respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

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

For the three and nine

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

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

Other Investments

1 unchanged sentence

The following table summarizes the fair values of investments that are measured at net asset value (“NAV”) as a practical

expedient and any related unfunded commitments:

December 31, 2024

September 30, 2025

Investments with limited liquidity (1)

8 unchanged sentences

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

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

attributable to the controlling interest was $ 456.6 million and $ 456.2 million as of December 31, 2025 and March 31, 2026 ,

respectively.

The Company’s unfunded commitments attributed to investments measured at NAV as a practical expedient were $ 283.0

million and $ 270.9 million as of December 31, 2025 and March 31, 2026 , respectively.

The Company’s unfunded

commitments attributed to investments with structures yet to be determined were $ 150.0 million as of March 31, 2026.

Investments Without Readily Determinable Fair Values

1 unchanged sentence

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

September 30,

Cumulative unrealized gains

Carrying amount

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

The following tables present the changes in other investments:

For the Three Months Ended September 30,

For the three months ended March 31, 2025 and 2026 , the Company did not recognize any net unrealized gains or losses on

the underlying investment still held as o f March 31, 2025 and 2026 .

The following table presents the changes in other investments:

For the Three Months Ended March 31,

Balance, beginning of period

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Nine Months Ended September 30,

Balance, beginning of period

Purchases and commitments funded

Sales and distributions

Net realized and unrealized gains

Balance, end of period

Fair Value Measurements

12 unchanged sentences

Fair Value Measurements

September 30,

Quoted Prices in

11 unchanged sentences

(2) Amounts are recorded in Other liabilities on the Consolidated Balance Sheets.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Level 3 Financial Liabilities

The following tables present the changes in Level 3 liabilities:

For the Three Months Ended September 30,

Affiliate Equity

Balance, beginning of period

Purchases and issuances (1)

Settlements and reductions

Net realized and unrealized (gains) losses (2)

Balance, end of period

Net change in unrealized (gains) losses relating to

instruments still held at the reporting date (1)

For the Nine Months Ended September 30,

The following table presents the changes in Level 3 liabilities:

For the Three Months Ended March 31,

Affiliate Equity

9 unchanged sentences

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

3 unchanged sentences

Compensation and related expenses in the Consolidated Statements of Income.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

Company’s Level 3 fair value measurements:

Company’s recurring Level 3 fair value measurements:

Quantitative Information about Level 3 Fair Value Measurements

December 31, 2025

September 30, 2025

March 31, 2026

Contingent payment

3 unchanged sentences

Growth rates (2)

( 10 )% - 11 %

( 10 )% - 6 %

Discount rates

___________________________

9 unchanged sentences

expected future settlement amounts.

Changes to assumed growth rates and discount rates change the fair value of the Affiliate

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

the discount rates used would result in lower fair values.

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

discount rates used would result in lower fair values.

Other Financial Assets and Liabilities Not Carried at Fair Value

1 unchanged sentence

December 31, 2025

September 30, 2025

March 31, 2026

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

revolver (as defined in Note 6) approximates fair value because the revolver has variable interest based on selected short-term

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 (as

defined in Note 6) approximates fair value because the revolver has variable interest based on selected short-term rates.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Investments in Affiliates and Affiliate Sponsored Investment Products

9 unchanged sentences

Assessing whether an entity is a VRE or VIE involves judgment.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Upon the occurrence of certain events, management reviews and reconsiders its previous conclusion regarding the status of an

31 unchanged sentences

are under common control, any gains or losses attributable to these transactions are required to be included in Additional paid-

in capital in the Consolidated Balance Sheets, net of any related income tax effects in the period the transaction occurs.

in capital on the Consolidated Balance Sheets, net of any related income tax effects in the period the transaction occurs.

When an Affiliate is accounted for under the equity method, the Company’s share of an Affiliate’s earnings or losses, net

14 unchanged sentences

Affiliate to fair value.

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, 2024

September 30, 2025

Unconsolidated

VIE Net Assets

Carrying Value and

Maximum Exposure

Unconsolidated

VIE Net Assets

Carrying Value and

Maximum Exposure

Affiliates accounted for under the equity

The Company’s Affiliates are consolidated or accounted for under the equity method, depending upon the underlying

structure of and relationship with each Affiliate.

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

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

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

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, 2025 and March 31, 2026 , the Company’s

carrying value attributable to its Affiliates accounted for under the equity method considered VIEs was $ 2,763.6 million and

$ 2,795.9 million , respectively.

As of December 31, 2025 and March 31, 2026 , including arrangements more fully described in

Note 7, the Company’s maximum exposure to loss attributable to its Affiliates accounted for under the equity method

considered VIEs was $ 3,245.3 million and $ 3,403.2 million , respectivel y.

As of December 31, 2025 and March 31, 2026 , the carrying value for all of the Company’s Affiliates accounted for under

the equity method was $ 2,870.4 million and $ 2,965.8 million , including Affiliates accounted for under the equity method

considered VREs of $ 106.8 million and $ 169.9 million , respectively.

As of December 31, 2025 and March 31, 2026 , including

arrangements more fully described in Note 7, the maximum exposure to loss for all of the Company’s Affiliates accounted for

under the equity method was $ 3,352.1 million and $ 3,573.1 million , respectively, including Affiliates accounted for under the

equity method considered VREs of $ 106.8 million and $ 169.9 million , respectively.

Affiliate Sponsored Investment Products

23 unchanged sentences

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, 2024

September 30, 2025

Unconsolidated

VIE Net Assets

Carrying Value and

Maximum Exposure

Unconsolidated

VIE Net Assets

Carrying Value and

Maximum Exposure

Affiliate sponsored investment products

The following table summarizes the Company’s Debt:

September 30,

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

As of December 31, 2025 and March 31, 2026 , the Company’s carrying value attributable to Affiliate sponsored

investment products, which are unconsolidated VIEs, was $ 88.9 million and $ 95.7 million , respectively.

As of December 31,

2025 and March 31, 2026 , including arrangements more fully described in Note 7, the Company’s maximum exposure to loss

attributable to Affiliate sponsored investment products, which are unconsolidated VIEs, was $ 158.7 million and $ 158.9 million ,

respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents the carrying value of the Company’s outstanding indebtedness and a reconciliation to Debt as

presented on the Consolidated Balance Sheets :

Senior bank debt

1 unchanged sentence

Junior convertible securities

The Company’s senior bank debt, senior notes, junior subordinated notes, and junior convertible securities are carried at

amortized cost.

Unamortized discounts and debt issuance costs associated with the Company’s debt instruments, with the

exception of its senior unsecured multicurrency revolving credit facility (the “revolver”), are presented on the Consolidated

Balance Sheets as an adjustment to the carrying value of the associated debt.

Total carrying value

Debt issuance costs

The Company’s debt instruments are carried at amortized cost.

Unamortized discounts and debt issuance costs associated

with its debt instruments, with the exception of the Company’s senior unsecured multicurrency revolving credit facility (the

“revolver”), are presented on the Consolidated Balance Sheets as an adjustment to the carrying value of the associated debt.

Senior Bank Debt

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

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

As of March 31, 2026 , the Company had a $ 1.25 billion revolver which matures on November 15, 2029.

Subject to certain

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

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

A s of December 31, 2025 , the Company had no outstanding borrowings under the revolver.

As of September 30, 2025 ,

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

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

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

The carrying values of the senior notes are accreted

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

The principal terms of the senior

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

As of March 31, 2026 , the

Company had outstanding borrowings under the revolver of $ 565.0 million and the weighted-average interest rate on

outstanding borrowings was 4.77 % .

As of March 31, 2026 , the Company had senior notes outstanding.

The carrying values of the senior notes are accreted to

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

The principal terms of the senior notes

outstanding as of March 31, 2026 are presented and described below:

December 2025

Maturity date

February 2036

Par value (in millions)

3 unchanged sentences

Semi-annually

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

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

case of the 2034 senior notes.

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

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

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

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

Semi-annually

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.

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.

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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.

Junior Subordinated Notes

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

are presented and described below:

As of March 31, 2026 , the Company had junior subordinated notes outstanding, the respective principal terms of which are

presented and described below:

Junior Subordinated

9 unchanged sentences

Coupon frequency

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

whole or in part.

As of March 31, 2026 , each of the 2059 and the 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,

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

subordinated notes.

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

being redeemed, plus any accrued and unpaid interest thereon.

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

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

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

or at 102 % of

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

criteria for securities with features similar to the applicable notes.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

redeemed, plus any accrued and unpaid interest thereon.

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

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

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

or at 102 % of the principal

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

securities with features similar to the applicable notes.

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

1 unchanged sentence

Junior Convertible Securities

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

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

The junior convertible securities bear interest at a

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

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

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

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

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Contractual interest expense

Amortization of debt issuance costs

Effective interest rate

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

The holder may convert

the securities to 0.2558 shares of common stock per $ 50.00 junior convertible security, equivalent to an adjusted conversion

price of $ 195.47 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 the Company’s

most recent 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 Company did not repurchase any of its junior convertible

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

Commitments and Contingencies

On December 8, 2025, the Company delivered notice that it had elected to redeem all of its outstanding 5.15 % junior

convertible trust preferred securities (the “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”).

December 31, 2025, the conversion premium of $ 155.5 million was recorded within Other liabilities, with a corresponding

reduction to Additional paid-in capital.

In addition, 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 whi ch resulted in an incremental expense related to the forward sale contract of $ 9.3 million .

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

deductions”).

As a result of the settlement of these securities, the Company incurred a current cash tax liability of

approximately $ 56 million , reflective of the recapture of excess interest expense deductions.

Prior to their redemption by the Company or requests for conversion by the holders, as applicable and described above, the

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

For the three months ended March 31, 2025 , the Company recorded interest expense of $ 4.5 million in connection with the

junior convertible securities, including contractual interest expense and amortization of debt issuance costs of $ 4.4 million and

$ 0.1 million , respectively.

For the three months ended March 31, 2025 , the effective interest rate was 5.21 % .

C ommitments and Contingencies

From time to time, the Company and its Affiliates may be subject to claims, legal proceedings, and other contingencies in

8 unchanged sentences

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

As of September 30, 2025 ,

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

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

Affiliate , which are included in Other liabilities.

The Company is contingently liable to make maximum contingent payments

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

As of March 31, 2026 , these

unfunded commitments were $ 420.9 million and may be called in future periods.

As of March 31, 2026 , the Company was contingently liable to make payments in connection with a consolidated Affiliate ,

which are included in Other liabilities.

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

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

The fair value of the contingent payment obligation was $ 0.0

$ 0.0 million .

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

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

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

As of March 31, 2026 , the Company was obligated to make deferred payments of $ 84.7 million related to certain of its

investments in Affiliates accounted for under the equity method, of which $ 55.8 million is payable during the remainder of

2026 and $ 28.9 million is payable in 2027.

Deferred payment obligations are included in Other liabilities.

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

As of March 31, 2026 , the Company was contingently liable to make payments of $ 577.3 million related to the

achievement of specified financial targets by certain of its Affiliates accounted for under the equity method, of which $ 0.0

million may become payable during the remainder of 2026, $ 366.3 million may become payable in 2027, $ 35.8 million may

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

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

up to $ 33.3 million of contingent financing.

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

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 .

become payable in 2028, $ 40.3 million may become payable in each of 2029 and 2030, and $ 94.6 million may become payable

As of March 31, 2026 , the Company was committed to provide one of its Affiliates accounted for under the equity method

a guarantee related to a credit facility used to fund a portion of the Affiliate’s commitments to certain of its investment

The Company believes the likelihood of being required to fund its guarantee under this arrangement to be remote.

The maximum amount of payments the Company could be required to make was $ 30.0 million and the fair value of the

guarantee liability was $ 0.0 million .

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

6 unchanged sentences

Goodwill and Acquired Client Relationshi p s

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, as of December 31, 2025

Foreign currency translation

Balance, as of September 30, 2025

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

Balance, as of March 31, 2026

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

2 unchanged sentences

Indefinite-lived

Gross Carrying

Balance, as of December 31, 2025

2 unchanged sentences

Foreign currency translation

Balance, as of September 30, 2025

Balance, as of March 31, 2026

$ ( 1,114.1 )

2 unchanged sentences

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

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

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

2025 , respectively .

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

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

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

Consolidated Statements of Income for these relationships of $ 6.3 million and $ 6.2 million for three months ended March 31,

2025 and 2026, respectively .

Based on relationships existing as of March 31, 2026 , the Company estimates that its

consolidated amortization expense will be approximately $ 20 million during the remainder of 2026, approximately $ 25 million

in each of 2027 and 2028, approximately $ 15 million in 2029, and approximately $ 10 million in each of 2030 and 2031 .

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

6 unchanged sentences

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

1 unchanged sentence

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

Equity Method Investments in Affiliates

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.

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.

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

Financial Statements one quarter in arrears.

The following table presents the changes in Equity method investments in

Affiliates (net):

In the first quarter of 2026, 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 an asset had declined below its carrying value.

Accordingly, the Company recorded an expense in Intangible amortization and impairments of $ 30.5 million attributable to the

controlling interest ( $ 43.0 million in aggregate) to reduce the carrying value of the asset to fair value.

The decline in the fair

value was primarily the result of current and projected declines in assets under management and the related reduction in

forecasted revenue associated with the asset.

The most relevant assumptions used in this analysis related to the projected

trajectory of assets under management and associated revenue, as well as a discount rate of 10.5 % .

Equity Metho d Investments in Af filiates

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

The Company had 22 and

24 Affiliates accounted for under the equity method as of December 31, 2025 and March 31, 2026 , respectively.

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

generally 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.

The Company has determined that one of its Affiliates accounted for under the equity method is significant under Rule

10-01(b)(1) of Regulation S-X.

For the three months ended March 31, 2025 and 2026 , this Affiliate recognized revenue of

$ 189.3 million and $ 441.9 million , respectively, and net income of $ 82.0 million and $ 305.6 million , respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

Equity Method

3 unchanged sentences

Investments in Affiliates

Affiliate transactions (2)

Earnings, net of tax

1 unchanged sentence

Distributions of earnings

Return of capital

Foreign currency translation

Balance, as of September 30, 2025 (1)

Balance, as of March 31, 2026 (1)

_______________________

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

(1) Includes undistributed earnings of $ 280.4 million and $ 165.9 million as of December 31, 2025 and March 31, 2026 ,

respectively.

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

In the first quarter of 2026, the Company completed its agreement with Brown Brothers Harriman (“BBH”) to acquire a

minority equity interest in BBH Credit Partners, BBH’s taxable fixed income and credit franchise , 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.

The majority of the consideration paid for Garda and a portion of the consideration

paid for HighBrook will be deductible for U.S.

tax purposes over a 15-year life.

Following the close of the transaction, the

Company’s investment in Garda continues to be accounted for under the equity method.

The Company’s preliminary 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.

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

1 unchanged sentence

The Company recorded amortization expense for these relationships

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

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

Based on relationships existing as of

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

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

of $ 18.6 million and $ 26.6 million for the three months ended March 31, 2025 and 2026, respectively.

Based on relationships

existing as of March 31, 2026 , the Company estimates the amortization expense attributable to its Affiliates will be

approximately $ 85 million for the remainder of 2026, approximately $ 110 million in 2027, approximately $ 100 million in 2028,

and approximately $ 85 million in each of 2029, 2030, and 2031.

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

The decline in the fair value was a result of an anticipated decline in assets under management, which decreased the

forecasted income associated with the investment.

The fair value of the investment was determined using a discounted cash

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

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

fees, respectively, and a market participant tax rate of 21 % .

Based on the discounted cash flow analysis, the Company

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

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

2025 , respectively.

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 revenue reduced by, in some cases, certain agreed-

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

upon expenses.

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 .

In the second quarter of 2025, the Company entered into an agreement to acquire a minority equity interest in Qualitas

Energy, a renewables-focused global infrastructure manager specializing in energy transition.

Following the close of the

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

The transaction is expected to close in the fourth quarter of 202 5, subject to customary closing conditions.

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

In July 2025, the Company completed the previously announced 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 (the “Peppertree Transaction”).

P ursuant to the terms of the transaction agreement

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

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

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

Peppertree is included in the Company’s

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

transaction gains in the Consolidated Statements of Income.

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

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

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

on structured and alternative credit investment strategies.

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

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

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

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

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

Following the close of

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

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

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

Manulife Financial Corporation.

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

approximately $ 285 million .

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

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

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

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

In the first quarter of 2026, the Company recorded an $ 8.0 million expense to reduce the carrying value of an Affiliate to

fair value based on market indicators that its fair value had declined below its carrying value.

Related Party Transactions

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 7, 11, and 12.

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

The total receivable was $ 68.6 million and $ 75.5 million as of December 31, 2025 and March 31, 2026 ,

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

The total payable was $ 99.3 million as of

December 31, 2025 and March 31, 2026 , and was included in Other liabilities.

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

partnerships and, as a result, is a related party of the Company.

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

were $ 11.7 million and $ 10.4 million as of December 31, 2025 and March 31, 2026 , respectively.

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

2 unchanged sentences

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.

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

partnerships and, as a result, is a related party of the Company.

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

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

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

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

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

The total payable was $ 87.8 million and

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

amounts were primarily attributable to the non-controlling interests.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

Affiliate equity transactions, as more fully described in Notes 7, 13, and 14 .

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 September 30, 2025 , no

sales had occurred under the equity distribution program.

Share-Based Compensation

The following table presents share-based compensation expense:

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Share-based compensation expense

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

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

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

Restricted Stock

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

Grant Date Value

Unvested units—December 31, 2024

Units granted

Units forfeited

Performance condition changes

Unvested units—September 30, 2025

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

$ 31.3 million and $ 54.7 million , respectively.

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

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

Restricted stock units containing

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

certain performance 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.

and its Affiliates earn asset- and performance-based fees 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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Stock Options

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

Exercise Price

Weighted Average

Contractual Life

Unexercised options outstanding—December 31, 2024

Options granted

Options exercised

Options forfeited

Options expired

Performance condition changes

Unexercised options outstanding—September 30, 2025

Exercisable at September 30, 2025

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

Stock options

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.

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

18 unchanged sentences

Transfers to Other liabilities

Transfers to Non-controlling interests

Changes in redemption value

Balance, as of September 30, 2025 (1)

Balance, as of March 31, 2026 (1)

___________________________

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

(1) As of December 31, 2025 and March 31, 2026 , Redeemable non-controlling interests includes consolidated Affiliate

sponsored investment products primarily attributable to third-party investors of $ 32.2 million and $ 36.0 million ,

respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Affiliate Equity

3 unchanged sentences

Distributions paid to non-controlling interest Affiliate equity holders were $ 87.0 million and $ 84.1 million for the

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

three months ended March 31, 2025 and 2026 , respectively.

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

5 unchanged sentences

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

For the nine months ended September 30, 2024 and

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

For the nine months ended

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

For the three months ended March 31, 2025 and 2026 ,

the amount of cash paid for purchases w as $ 29.8 million and $ 33.2 million , res pectively.

For the three months ended March 31,

2025 and 2026 , the total amount of cash received for issuances was $ 1.5 million and $ 3.9 million , respectively.

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

4 unchanged sentences

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

The following table presents Affiliate equity compensation expense:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents Affiliate equity expense:

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Controlling interest

Non-controlling interests

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 compensation expense of $ 30.5 million attributable

to the controlling interest.

The following table presents unrecognized Affiliate equity compensation expense:

The following table presents unrecognized Affiliate equity expense:

Remaining Life

2 unchanged sentences

December 31, 2025

September 30, 2025

March 31, 2026

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

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The total receivable was $ 4.7 million and $ 6.7 million as

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

of December 31, 2025 and March 31, 2026 , respectively, and was included in Other assets.

The total payable was $ 161.2

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

million and $ 194.2 million as of December 31, 2025 and March 31, 2026 , respectively, and was included in Other liabilities.

Effects of Changes in the Company’s Ownership in Affiliates

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

1 unchanged sentence

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Net income (controlling interest)

Decrease in controlling interest paid-in capital from Affiliate equity

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

Increase (decrease) in controlling interest paid-in capital from Affiliate equity issuances

Decrease in controlling interest paid-in capital from Affiliate equity purchases

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

Share-Based Compensation

The following table presents share-based compensation expense:

For the Three Months

Ended March 31,

Share-based compensation expense

As of December 31, 2025 , the Company had unrecognized share-based compensation expense of $ 70.2 million .

March 31, 2026 , the Company had unrecognized share-based compensation expense of $ 73.2 million , which will be recognized

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

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Restricted Stock

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

Grant Date Value

Unvested units, as of December 31, 2025

Units granted

Units forfeited

Performance condition changes

Unvested units, as of March 31, 2026

For the three months ended March 31, 2025 and 2026 , the Company granted restricted stock units with fair values of $ 48.7

million and $ 28.9 million , respectively.

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

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

Restricted stock units containing vesting conditions

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

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

time depending upon the performance level expected to be achieved.

Stock Options

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

Exercise Price

Weighted Average

Contractual Life

Unexercised options outstanding, as of December 31, 2025

Options granted

Options exercised

Options forfeited

Options expired

Performance condition changes

Unexercised options outstanding, as of March 31, 2026

Exercisable at March 31, 2026

The Company did not grant any stock options during the three months ended March 31, 2025 and 2026 .

Stock options

generally vest over a period of four years to five years and expire seven years a fter 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’s consolidated income tax provision includes taxes attributable to the controlling interest and, to a lesser

extent, taxes attributable to the non-controlling interests.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents the consolidated provision for income taxes:

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Controlling interest (1)

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___________________________

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

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

For the nine months ended September 30,

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

and $ 29.7 million , respectively .

(1) For the three months ended March 31, 2025 and 2026 , income tax expense (controlling interest) included intangible-related

deferred tax expense of $ 0.1 million and $ 6.3 million , respectively.

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

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

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

The Company’s effective

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

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

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

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

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

The Company’s effective

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

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

The Company’s effective tax rate (controlling interest) for the three months ended March 31, 2025 was higher than the

marginal tax rate of 24.5% , primarily due to non-deductible compensation and uncertain tax positions.

The Company’s effective tax rate (controlling interest) for the three months ended March 31, 2026 was higher than the

marginal tax rate of 24.5% , primarily due to expenses attributable to Affiliate equity awards for which no tax benefit was

recorded, 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.

The Company continues to monitor and evaluate legislative developments related to the Organization for Economic Co-

operation and Development’s Pillar Two directive (“Pillar Two”), which establishes a framework for a global minimum

corporate tax rate of 15%.

Several countries in which the Company or its Affiliates operate are adopting legislation to

implement Pillar Two.

The Company currently does not expect Pillar Two to have a material impact on its Consolidated

Financial Statements.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

14 (the “Act”) was enacted

law, which included certain modifications to federal tax law.

The Company continues to evaluate the provisions of

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

Earnings Per Share

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For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Net income (controlling interest)

Income from hypothetical settlement of Redeemable non-controlling interests,

Loss from hypothetical settlement of Redeemable non-controlling interests, net of taxes

Interest expense on junior convertible securities, net of taxes

6 unchanged sentences

Average shares outstanding (diluted)

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Average shares outstanding (diluted) in the table above excludes stock options and restricted stock units that have not met

3 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Stock options and restricted stock units

Shares issuable to settle Redeemable non-controlling interests

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

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

respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the three months ended March 31, 2026 , under its authorized share repurchase programs, the Company repurchased 0.6

million shares of its common stock at an average price per share of $ 307.01 .

Comprehensive Income

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

For the Three Months Ended September 30,

Foreign currency translation gain

Change in net realized and unrealized gain

(loss) on derivative financial instruments

Change in net unrealized gain (loss) on

available-for-sale debt securities

Other comprehensive income

For the Nine Months Ended September 30,

Foreign currency translation gain

For the Three Months Ended March 31,

Foreign currency translation loss

Change in net realized and unrealized gain

2 unchanged sentences

available-for-sale debt securities

Other comprehensive income

Other comprehensive loss

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

on Derivative

Gains (Losses)

on Available-

for-Sale Debt

on Derivative

Balance, as of December 31, 2025

Other comprehensive income before reclassifications

Other comprehensive income (loss) before reclassifications

Amounts reclassified

Net other comprehensive income

Balance, as of September 30, 2025

Net other comprehensive income (loss)

Balance, as of March 31, 2026

Segment Information

2 unchanged sentences

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

The Company’s chief operating decision maker (“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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements