What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-06 · 277 added, 441 removed, 387 unchanged (65% of the section changed)

38 unchanged sentences

Our innovative model enables each Affiliate’s management team to retain autonomy

and significant equity ownership in their firm, while they leverage our strategic capabilities and insight, including growth

capital, product strategy and development, capital formation, and incentive alignment and succession planning.

September 30, 2025 , our aggregate assets under management were approximately $804 billion across a diverse range of

private markets, liquid alternative, and differentiated long-only investment strategies.

In the first quarter of 2025, we completed our 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, we completed

our minority investment in Verition Fund Management LLC (“Verition”), a global multi-strategy investment firm.

the close of these transactions, Affiliate management continues to hold a significant majority of the equity of the respective

businesses and directs the day-to-day operations.

In the second quarter of 2025, we 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 operations.

The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions.

The financial

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

In July 2025 , we completed the previously announced sale of our 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”).

Pursuant to the terms of the transaction agreement

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

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 we have since sold.

Our gain on the transaction was $127.6 million and our after-

tax net proceeds were $218.1 million .

In October 2025, we 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 our ownership will be limited to a minority interest in the BBH Credit Partners subsidiary.

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

In October 2025, we 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 operations.

On November 3, 2025, we completed the previously announced agreement to sell a portion of our 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, we received total cash consideration of

approximately $285 million .

We acquired our interest in Comvest for $125.0 million in 2020.

Our gain on the transaction

was taxable at closing.

Comvest will be included in our results through the closing date and the portion retained will continue

to be included going forward .

and significant equity ownership in their firm, while they leverage our strategic capabilities and insight, including access to

growth capital, product strategy and development, capital formation capabilities, incentive alignment and succession

planning, and strategic advisory to expand their reach, diversify their business, and enhance their long-term success.

March 31, 2026 , our aggregate assets under management were approximately $882 billion across a diverse range of private

markets, liquid alternative, and differentiated long-only investment strategies.

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

equity interest in BBH Credit Partners, BBH’s taxable fixed income and credit franchise , our 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 our minority investment in HighBrook Investors (“HighBrook”), a private markets manager

specializing in real estate assets.

Following the close of the transactions, Affiliate management continues to hold a majority

of the equity of the respective businesses and directs the day-to-day operations, and, with respect to Garda, our investment

continues to be accounted for under the equity method.

Operating Performance Measures

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As of and for the Three

September 30,

As of and for the Nine

September 30,

Months Ended March 31,

(in billions, except as noted)

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operating performance measures and Consolidated Financial Statements.

Average assets under management for mutual funds

and similar investment products generally represents an average of the daily net assets under management, while for

institutional and high net worth clients, average assets under management generally represents an average of the assets at the

beginning or end of each month during the applicable period.

Average assets under management for equities and

similar investment products generally represents an average of the daily net assets under management, while for liquid

alternatives and multi-asset and fixed income products, average assets under management generally represents an average of the

assets at the beginning or end of each month during the applicable period.

Average assets under management for private

markets products generally represents total commitments or invested assets under management.

Aggregate fees consist of the total asset- and performance-based fees earned by all of our consolidated and equity method

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performance generated by their investment products.

We continue to see client demand for alternative strategies (both in

private markets and liquid alternatives), as evidenced by our net inflows in this category, and our equity strategies experienced

net outflows in line with trends across the industry .

As we continue to invest in new and existing Affiliates, we expect to

further evolve our business mix and better position AMG to benefit from industry growth trends.

The following tables present changes in our assets under management by strategy for the three and nine months ended

September 30, 2025 :

Differentiated Long-Only

(in billions)

Multi-Asset &

June 30, 2025

Client cash inflows and commitments

Client cash outflows

Net client cash flows

Affiliate transactions (2)

Market changes

Foreign exchange (3)

Realizations and distributions (net)

September 30, 2025

For the three months ended March 31, 2026 , assets under management

increased $68.7 billion or 8.4% driven by net client cash inflows and the addition of assets associated with new partnerships.

We continue to see client demand for alternative strategies with broad-based demand for our Affiliates’ liquid alternative and

private markets strategies generating strong net inflows in the quarter, while our equity strategies experienced net outflows in

line with trends across the industry .

As we continue to execute our growth strategy by investing in new and existing Affiliates,

as well as in AMG’s strategic capabilities, we expect our business mix to further evolve, expanding our exposure to in-demand

strategies in both private markets and liquid alternatives, better positioning AMG to continue to benefit from industry growth

trends with an increasingly diversified business profile.

The following table presents changes in our assets under management by strategy for the three months ended March 31,

Differentiated Long-Only

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New investments (1)

Affiliate transactions (2)

Market changes

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Realizations and distributions (net)

September 30, 2025

March 31, 2026

_________________________

(1) Equities includes assets under management attributable to both global equities and U.S.

(2) Assets under management attributable to Peppertree as of the closing date.

(1) Attributable to BBH Credit Partners and HighBrook as of their respective closing dates.

(2) Foreign exchange reflects the impact of translating the assets under management of our Affiliates whose functional

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dollar into our functional currency.

(4) Other includes assets under management attributable to product transitions and reclassifications.

(3) Other includes product transitions and reclassifications.

The following tables present performance of our investment strategies, where available, measured by the percentage of

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(1) Past performance is not indicative of future results.

Performance and AUM information is as of September 30, 2025 and is

Performance and AUM information is as of March 31, 2026 and is

based on data available at the time of calculation.

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period because they inherently depend on investment performance.

As of September 30, 2025 , approximately 28% of our total

As of March 31, 2026 , approximately 27% of our total

assets under management could potentially earn performance-based fees.

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Affiliates accounted for under the equity method.

Aggregate fees were $1,346.0 million for the three months ended September 30, 2025 , an increase of $188.9 million or

16% as compared to the three months ended September 30, 2024 .

The increase in our aggregate fees was due to a $185.6

million or 16% increase from asset-based fees and a $3.3 million increase from performance-based fees, primarily in our liquid

alternative strategies.

The increase in asset-based fees was principally due to an increase in our average assets under

management, primarily in our liquid alternative and private markets strategies, and changes in the composition of our assets

under management, including the impact of our investments in new Affiliates.

Aggregate fees were $3,789.8 million for the nine months ended September 30, 2025 , an increase of $63.0 million or 2% as

compared to the nine months ended September 30, 2024 .

The increase in our aggregate fees was due to a $306.1 million or 8%

increase from asset-based fees, offset by a $243.1 million or 6% decrease from performance-based fees, primarily in our liquid

Aggregate fees were $1,909.9 million for the three months ended March 31, 2026 , an increase of $639.5 million or 50% as

compared to the three months ended March 31, 2025 .

The increase in aggregate fees was due to a $400.5 million or 31%

increase from asset-based fees and a $239.0 million or 19% increase from performance-based fees, primarily in liquid

alternative strategies.

The increase in asset-based fees was principally due to an increase in our average assets under

management, primarily in our liquid alternative and private markets strategies, and changes in the composition of our assets

under management, including the impact of our investments in new Affiliates.

The increase in asset-based fees was principally due to an increase in our Affiliates’ average assets under

management, primarily in liquid alternative and multi-asset and fixed income strategies, including the impact of our

investments in new Affiliates, and changes in the composition of our assets under management, including net client cash flows

from our Affiliates managing alternative strategies, which typically have higher fee rates.

Financial and Supplemental Financial Performance Measures

1 unchanged sentence

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

(in millions)

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measures and are discussed in “Supplemental Financial Performance Measures.”

Net income (controlling interest) increased $88.8 million or 72% for the three months ended September 30, 2025 .

increase was primarily due to $127.6 million of Affiliate transaction gains and a $35.9 million increase in Equity method

income (net).

These increases were partially offset by a $39.1 million increase in Income tax expense attributable to the

controlling interest, primarily due to Affiliate transaction gains , and a $36.7 million increase in Affiliate equity compensation

expense attributable to the controlling interest.

Net income (controlling interest) increased $19.5 million or 6% for the nine months ended September 30, 2025 .

increase was primarily due to $127.6 million of Affiliate transaction gains and a $41.2 million increase in Equity method

income (net).

These increases were partially offset by a $75.6 million increase in Affiliate equity compensation expense

attributable to the controlling interest and a $60.9 million increase in Intangible amortization and impairments attributable to the

Net income (controlling interest) increased $38.0 million or 52% for the three months ended March 31, 2026 .

increase was primarily due to a $72.1 million increase in Equity method income (net) and a $32.7 million decrease in Intangible

amortization and impairments attributable to the controlling int erest, partially o ffset by a $34.6 million increase in Affiliate

equity expense attributable to the controlling interest and a $21.0 million increase in Income tax expense attributable to the

controlling interest.

Adjusted EBITDA (controlling interest) is an important supplemental financial performance measure for management.

Our Adjusted EBITDA (controlling interest) increased $36.8 million or 17% f or the three months ended September 30, 2025 ,

primarily due to a $188.9 million or 16% increase in aggregate fees.

Adjusted EBITDA (controlling interest) increased $7.4 million or 1% for the nine months ended September 30, 2025 ,

Our Adjusted EBITDA (controlling interest) increased $89.1 million or 39% f or the three months ended March 31, 2026 ,

primarily due to a $639.5 million or 50% increase in aggregate fees.

Adjusted EBITDA (controlling interest) increased less

than aggregate fees on a percentage basis primarily due to an increase in earnings at certain Affiliates, many of which manage

alternative strategies and are accounted for under the equity method, and therefore we own less of an economic interest.

We believe Economic net income (controlling interest) is an important supplemental financial performance measure

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improves comparability of performance between periods.

For the three months ended September 30, 2025 , our Economic net

income (controlling interest) increased $26.5 million or 17% , primarily due to a $36.8 million or 17% increase in Adjusted

For the three months ended March 31, 2026 , our Economic net

income (controlling interest) increased $65.9 million or 42% , primarily due to an $89.1 million or 39% increase in Adjusted

EBITDA (controlling interest).

Economic net income (controlling interest) increased $1.8 million for the nine months ended September 30, 2025 ,

primarily due to a $7.4 million or 1% increase in Adjusted EBITDA (controlling interest).

Results of Operations

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equity method Affiliates.

Our consolidated Affiliates’ financial results are included in our Consolidated revenue, Consolidated

Our consolidated Affiliates’ financial results are included in Consolidated revenue, Consolidated

expenses, and Investment and other income, and our share of our equity method Affiliates’ financial results is reported, net of

intangible amortization and impairments and tax, in Equity method income (net).

intangible amortization and impairments and tax, in Equity method income (net) in our Consolidated Statements of Income.

Consolidated Revenue

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For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

(in millions, except as noted)

Consolidated Affiliate average assets under

management (in billions)

Consolidated Affiliate average assets under management (in billions)

Consolidated revenue

Our Consolidated revenue increased $11.6 million or 2% for the three months ended September 30, 2025 , due to a $16.7

million or 3% increase from asset-based fees, partially offset by a $5.1 million or 1% decrease from performance-based fees,

primarily in our private markets strategies.

The increase in asset-based fees was principally due to an increase in our

consolidated Affiliate average assets under management, primarily in our private markets strategies, partially offset by changes

in the composition of our assets under management.

Our Consolidated revenue increased $1.2 million for the nine months ended September 30, 2025 , due to a $3.3 million

increase from performance-based fees, primarily in our private markets strategies, partially offset by a $2.1 million decrease

from asset-based fees.

The decrease in asset-based fees was principally due to changes in the composition of our assets under

management, partially offset by an increase in our consolidated Affiliate average assets under management, primarily in our

Consolidated revenue increased $48.3 million or 10% for the three months ended March 31, 2026 , due to a $54.9 million or

11% increase from asset-based fees, partially offset by a $6.6 million or 1% decrease from performance-based fees, primarily in

private markets strategies.

The increase in asset-based fees was principally due to an increase in our consolidated Affiliates’

average assets under management, primarily in private markets and multi-asset and fixed income strategies, and changes in the

composition of our assets under management.

Consolidated Expenses

1 unchanged sentence

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

(in millions)

6 unchanged sentences

Total consolidated expenses

___________________________

(1) Percentage change is not meaningful.

Compensation and related expenses increased $32.7 million or 15% for the three months ended September 30, 2025 ,

primarily due to a $31.6 million increase in Affiliate equity compensation expense.

Compensation and related expenses increased $71.1 million or 11% for the nine months ended September 30, 2025 ,

primarily due to a $67.8 million increase in Affiliate equity compensation expense partially attributable to a modification of the

terms of certain equity awards at an Affiliate and a $10.9 million increase in compensation accruals correlated to the increase in

Consolidated revenue.

These increases were partially offset by a $7.8 million decrease in share-based compensation.

Selling, general and administrative expenses increased $3.5 million or 4% for the three months ended September 30, 2025 ,

primarily due to a $3.5 million increase in professional fees.

Selling, general and administrative expenses increased $12.7 million or 5% for the nine months ended September 30, 2025 ,

primarily due to an $11.4 million increase in professional fees.

Intangible amortization and impairments decreased $1.0 million or 14% for the three months ended September 30, 2025 ,

primarily due to a $1.0 million decrease in amortization expense related to certain definite-lived assets being fully amortized.

Intangible amortization and impairments increased $74.2 million for the nine months ended September 30, 2025 , primarily

due to a $70.0 million expense to reduce the carrying value of indefinite-lived acquired client relationships for certain asset

groups to fair value and a $7.0 million expense to reduce the carrying value of an indefinite-lived acquired client relationship to

zero due to the closure of a retail investment product.

These increases were partially offset by a $2.8 million decrease in

amortization expense due to certain definite-lived assets being fully amortized.

Interest expense decreased $1.5 million or 4% for the three months ended September 30, 2025 , primarily due to a $2.7

million decrease due to our senior unsecured term loan facility (the “term loan”), which was fully repaid during the third quarter

of 2024, and a $2.1 million decrease due to the maturity of our 3.50% senior notes in August 2025 (the “2025 senior notes”).

These decreases were partially offset by a $3.1 million increase from our 5.50% senior unsecured notes issued in August 2024

(the “2034 senior notes”).

Interest expense increased $3.7 million or 4% for the nine months ended September 30, 2025 , primarily due to a $14.4

million increase from our 2034 senior notes and a $6.7 million increase from our 6.75% junior subordinated notes issued in

March 2024 (the “2064 junior subordinated notes”) .

These increases were partially offset by a $13.0 million decrease due to

the repayment of our term loan, a $2.2 million decrease due to the maturity of our 4.25% senior notes in February 2024, and a

$2.1 million decrease due to the maturity of our 2025 senior notes.

There were no significant changes to Depreciation and other amortization for the three and nine months ended

September 30, 2025 .

Other expenses (net) increased $1.5 million or 13% for the three months ended September 30, 2025 , primarily due to a $1.4

million increase in expenses related to changes in values of contingent payment obligations.

Other expenses (net) increased $3.2 million or 10% for the nine months ended September 30, 2025 , primarily due to a $7.4

million increase in expenses related to changes in the values of contingent payment obligations, partially offset by a $2.7

million decrease in rent and related office costs.

Compensation and related expenses increased $56.8 million or 25% for the three months ended March 31, 2026 , primarily

due to a $33.7 million increase in Affiliate equity expense and a $27.0 million increase in compensation accruals, partially

offset by a $3.9 million decrease in share-based compensation.

Selling, general and administrative expenses increased $12.7 million or 13% for the three months ended March 31, 2026 ,

primarily due to a $7.1 million increase in distribution and investment-related expenses, principally as a result of the increase in

average assets under management on which these expenses are incurred, and a $5.6 million increase in professional fees.

Intangible amortization and impairments decreased $34.1 million or 41% for the three months ended March 31, 2026 ,

primarily due to a $34.0 million decrease in expenses to reduce the carrying value of indefinite-lived acquired client

relationships for certain mutual fund assets to fair value.

Interest expense increased $4.3 million or 13% for the three months ended March 31, 2026 , primarily due to a $6.0 million

increase from our 5.50% senior unsecured notes issued in December 2025 (the “2036 senior notes”) and a $5.8 million increase

from borrowings under our senior unsecured multicurrency revolving credit facility (the “revolver”).

These increases were

partially offset by a $4.4 million decrease due to the repayment of our junior convertible trust preferred securities in January

2026 and a $3.2 million decrease due to the maturity of our 3.50% senior notes in August 2025.

There were no significant changes to Depreciation and other amortization for the three months ended March 31, 2026 .

Other expenses (net) increased $9.6 million or 82% for the three months ended March 31, 2026 , primarily due to a $9.3

million increase in expenses related to the settlement of conversions with respect to our former junior convertible securities.

See Note 6 of our Consolidated Financial Statements .

Equity Method Income (Net)

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Our share of pre-tax earnings or losses from Affiliates

accounted for under the equity method (“pre-tax equity method earnings”), net of amortization and impairments and tax, is

included in Equity method income (net).

For certain of our Affiliates accounted for under the equity method, we report the

Affiliate’s financial results in our Consolidated Financial Statements one quarter in arrears.

The following table presents equity method Affiliate average assets under management and equity method Affiliate

accounted for under the equity method (“pre-tax equity method earnings”), net of intangible amortization and impairments and

tax, is included in Equity method income (net).

For certain of our Affiliates accounted for under the equity method, we report

the Affiliate’s financial results in our Consolidated Financial Statements one quarter in arrears.

The following table presents our equity method Affiliates’ average assets under management and equity method Affiliate

revenue , net of certain expense reimbursements paid by the underlying products (“ equity method revenue, net” ) , as well as pre-

2 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

(in millions, except as noted)

Operating Performance Measures

Equity method Affiliate average assets under

management (in billions)

Equity method Affiliate average assets under management (in billions)

Equity method revenue, net

6 unchanged sentences

___________________________

(1) Percentage change is not meaningful.

Our equity method revenue, net increased $177.3 million or 28% for the three months ended September 30, 2025 , due to a

$168.9 million or 27% increase from asset-based fees and an $8.4 million or 1% increase from performance-based fees,

primarily in our private markets and liquid alternative strategies.

The increase in asset-based fees was principally due to an

increase in our equity method Affiliate average assets under management, primarily in our liquid alternative strategies, and

changes in the composition of our assets under management, including the impact of our investments in new Affiliates.

For the three months ended September 30, 2025 , pre-tax equity method earnings increased $39.1 million or 49% , primarily

due to a $177.3 million or 28% increase in equity method revenue, net.

Pre-tax equity method earnings increased more than

equity method revenue, net on a percentage basis primarily due to an increase in earnings at certain Affiliates in which we share

in revenue less agreed-upon expenses.

Equity method intangible amortization increased $1.9 million or 8% for the three months ended September 30, 2025 ,

primarily due to a $5.8 million increase in amortization expense due to investments in new Affiliates.

This increase was

partially offset by a $4.1 million decrease in amortization expense related to certain definite-lived assets being fully amortized.

Our equity method revenue, net increased $61.8 million or 3% for the nine months ended September 30, 2025 , due to a

$308.2 million or 14% increase from asset-based fees, offset by a $246.4 million or 11% decrease from performance-based

fees, primarily in our liquid alternative strategies.

The increase in asset-based fees was principally due to an increase in our

equity method Affiliate average assets under management, primarily in our liquid alternative strategies, and changes in the

composition of our assets under management, including the impact of our investments in new Affiliates.

For the nine months ended September 30, 2025 , pre-tax equity method earnings increased $10.0 million or 3% , primarily

due to a $61.8 million or 3% increase in equity method revenue, net.

Equity method intangible amortization increased $5.8 million or 9% for the nine months ended September 30, 2025 ,

primarily due to a $10.1 million increase in amortization expense due to investments in new Affiliates.

This increase was

partially offset by a $3.5 million decrease in amortization expense related to certain definite-lived assets being fully amortized

and a $1.1 million decrease in amortization expense due to a decrease in actual and expected client attrition for certain definite-

lived acquired client relationships.

Equity method intangible impairments decreased $39.9 million for the nine months ended September 30, 2025 .

of our Consolidated Financial Statements.

Affiliate Transaction Gains

For the three and nine months ended September 30, 2025 , we recorded a $127.6 million gain on the Peppertree

Transactio n.

See Note 9 of our Consolidated Financial Statements.

(1) Percent change is not meaningful.

E quity method revenue, net increased $591.2 million or 76% for the three months ended March 31, 2026 , due to a $345.6

million or 44% increase from asset-based fees and a $245.6 million or 32% increase from performance-based fees, primarily in

liquid alternative strategies.

The increase in asset-based fees was principally due to an increase in our equity method Affiliates’

average assets under management, primarily in liquid alternative and multi-asset and fixed income strategies, including the

impact of our investments in new Affiliates, and changes in the composition of our assets under management, including net

client cash flows from our equity method Affiliates managing alternative strategies, which typically have higher fee rates.

Pre-tax equity method earnings increased $86.7 million or 87% for the three months ended March 31, 2026 , primarily due

to a $591.2 million or 76% increase in equity method revenue, net.

Pre-tax equity method earnings increased more than equity

method revenue, net on a percentage basis primarily due to margin expansion at certain Affiliates.

Equity method intangible amortization increased $8.0 million or 43% for the three months ended March 31, 2026 ,

primarily due to a $10.8 million increase in amortization expense due to investments in new Affiliates, partially offset by a $1.1

million decrease in amortization expense related to certain definite-lived assets being fully amortized.

Equity method intangible impairments increased $8.0 million for the three months ended March 31, 2026 .

See Note 9 of

our Consolidated Financial Statements.

There were no significant changes to equity method income tax for the three months ended March 31, 2026 .

Investment and Other Income

1 unchanged sentence

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

(in millions)

Investment and other income

Investment and other income increased $4.8 million or 21% for the three months ended September 30, 2025 , primarily due

to a $5.6 million increase in unrealized gains on other investments and a $5.0 million increase in realized gains on marketable

These increases were partially offset by a $7.2 million decrease in interest income.

Investment and other income increased $4.7 million or 8% for the nine months ended September 30, 2025 , primarily due to

a $13.2 million increase in unrealized gains on other investments and a $2.2 million increase in unrealized gains on marketable

These increases were partially offset by an $11.1 million decrease in interest income.

Investment and other income decreased $5.1 million or 44% for the three months ended March 31, 2026 , primarily due to a

$5.8 million decrease in interest income.

Income Tax Expense

1 unchanged sentence

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

(in millions)

Income tax expense

___________________________

(1) Percentage change is not meaningful.

Our consolidated income tax provision includes taxes attributable to the controlling interest and, to a lesser extent, taxes

attributable to the non-controlling interests.

Income tax expense increased $40.3 million for the three months ended September 30, 2025 .

Income tax expense increased $19.1 million or 70% for the three months ended March 31, 2026 .

Our effective tax rate

(controlling interest) for the three months ended September 30, 2025 was 24.4% as compared to 19.3% for the three months

ended September 30, 2024 .

The increase in the effective tax rate (controlling interest) was primarily due to an expense

attributable to certain equity awards at an Affiliate for which no tax benefit was recorded, partially offset by tax windfalls

attributable to share-based compensation.

Income tax expense increased $4.7 million or 4% for the nine months ended September 30, 2025 .

O ur effective tax rate

(controlling interest) for the nine months ended September 30, 2025 was 25.6% as compared to 26.1% for the nine months

ended September 30, 2024 .

The decrease in the effective tax rate (controlling interest) was primarily due to an expense to

reduce the carrying value of an Affiliate to fair value for which no tax benefit was recorded in the nine months ended

September 30, 2024 , which did not recur, partially offset by an expense attributable to certain equity awards at an Affiliate for

which no tax benefit was recorded in the nine months ended September 30, 2025 .

(controlling interest) for the three months ended March 31, 2026 was 29.3% as compared to 25.4% for the three months ended

March 31, 2025 .

The increase in the effective tax rate (controlling interest) was primarily due to expenses attributable to

Affiliate equity awards for which no tax benefit was recorded, partially offset by higher tax windfalls attributable to share-based

compensation for the three months ended March 31, 2026 .

The following table presents Net income, Net income (non-controlling interests), and Net income (controlling interest):

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

(in millions)

1 unchanged sentence

Net income (controlling interest)

Net income (controlling interest) increased $88.8 million or 72% for the three months ended September 30, 2025 , primarily

due to Affiliate transaction gains and an increase in Equity method income (net).

These increases to Net income (controlling

interest) were partially offset by an increase in Income tax expense attributable to the controlling interest and an increase in

Affiliate equity compensation expense attributable to the controlling interest.

Net income (controlling interest) increased $19.5 million or 6% for the nine months ended September 30, 2025 , primarily

due to Affiliate transaction gains and an increase in Equity method income (net).

These increases to Net income (controlling

interest) were partially offset by an increase in Affiliate equity compensation expense attributable to the controlling interest and

an increase in Intangible amortization and impairments attributable to the controlling interest.

Net income (controlling interest) increased $38.0 million or 52% for the three months ended March 31, 2026 , primarily due

to an increase in Equity method income (net) and a decrease in Intangible amortization and impairments attributable to the

controlling interest, partially offset by increases in Affiliate equity expense attributable to the controlling interest and Income

tax expense attributable to the controlling interest.

Supplemental Financial Performance Measures

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certain non-income based taxes, depreciation, amortization, impairments, gains and losses related to Affiliate transactions, and

non-cash items such as certain Affiliate equity activity, gains and losses on our contingent payment obligations, and unrealized

gains and losses on seed capital, general partner commitments, and other strategic investments.

Adjusted EBITDA (controlling

interest) is also adjusted to include realized economic gains and losses related to these seed capital, general partner

non-cash items such as certain Affiliate equity-related activities, gains and losses on our contingent payment obligations, and

unrealized gains and losses on seed capital, general partner commitments, and other strategic investments.

Adjusted EBITDA

(controlling interest) is also adjusted to include realized economic gains and losses related to these seed capital, general partner

commitments, and other strategic investments.

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For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

(in millions)

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Intangible amortization and impairments (2)

Affiliate transactions (3)

Other items (3)

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For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

(in millions)

Consolidated intangible amortization and impairments

Consolidated intangible amortization and impairments (non-controlling

Consolidated intangible amortization and impairments (non-controlling interests)

Equity method intangible amortization and impairments

(3) The three and nine months ended September 30, 2025 includes Peppertree Transaction gain of $127.6 million and realized

gains of $6.2 million on TPG Class A common shares, which are recorded in Affiliate transaction gains and Investment and

other income, respectively .

See Note 9 of our Consolidated Financial Statements.

(3) Other items include certain non-income based taxes, depreciation, and non-cash items such as certain Affiliate equity-

activity, gains and losses on our contingent payment obligations, unrealized gains and losses on seed capital, general

partner commitments, and other strategic investments, and realized economic gains and losses related to these seed capital,

general partner commitments, and other strategic investments.

For the nine months ended September 30, 2025 , other items

includes an expense of $30.5 million which resulted from a modification of Affiliate equity in the second quarter which ,

consistent with the definitions of our non-GAAP performance measures, has been added back to Adjusted EBITDA

(controlling interest).

See Note 14 of our Consolidated Financial Statements.

related activities, gains and losses on our contingent payment obligations, unrealized gains and losses on seed capital,

general partner commitments, and other strategic investments, and realized economic gains and losses related to these seed

capital, general partner commitments, and other strategic investments.

For the three months ended March 31, 2026 , the

increase in other items was predominantly the result of Affiliate equity-related activities .

Economic Net Income (controlling interest) and Economic Earnings Per Share

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issuing shares, consistent with all prior Affiliate equity purchase transactions.

The potential share issuance in connection with

our junior convertible securities is measured using a “treasury stock” method.

Under this method, only the net number of

shares of common stock equal to the value of these junior convertible securities in excess of par, if any, are deemed to be

T he potential share issuance in connection with

our former junior convertible securities is measured using a “treasury stock” method.

Under this method, only the net number

of shares of common stock equal to the value of the junior convertible securities in excess of par, if any, are deemed to be

We believe the inclusion of net shares under a treasury stock method best reflects the benefit of the increase in

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For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

(in millions, except per share data)

2 unchanged sentences

Intangible-related deferred taxes (2)

Affiliate transactions (3)

Other economic items (3)

1 unchanged sentence

Average shares outstanding (diluted)

Hypothetical issuance of shares to settle Redeemable non-controlling

Hypothetical issuance of shares to settle Redeemable non-controlling interests

Assumed issuance of junior convertible securities shares

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(2) Includes equity method deferred taxes.

(3) The three and nine months ended September 30, 2025 includes Peppertree Transaction gain of $127.6 million and realized

gains on TPG Class A common shares of $6.2 million , net of $32.7 million of income tax expense.

See Note 9 of our

Consolidated Financial Statements.

(4) Other economic items include certain Affiliate equity activity, gains and losses related to contingent payment obligations,

tax windfalls and shortfalls from share-based compensation, unrealized gains and losses on seed capital, general partner

commitments, and other strategic investments, and realized economic gains and losses related to these seed capital, general

partner commitments, and other strategic investments.

For the nine months ended September 30, 2025 , other economic

items includes an expense of $30.5 million which resulted from a modification of Affiliate equity in the second quarter

which, consistent with the definitions of our non-GAAP performance measures, has been added back to Economic net

income (controlling interest).

See Note 14 of our Consolidated Financial Statements.

Liquidity and Capital Resources

(3) Other economic items include certain Affiliate equity-related activities, gains and losses related to contingent payment

obligations, tax windfalls and shortfalls from share-based compensation, unrealized gains and losses on seed capital,

general partner commitments, and other strategic investments, and realized economic gains and losses related to these seed

capital, general partner commitments, and other strategic investments.

For the three months ended March 31, 2026 , the

increase in other economic items was predominantly the result of Affiliate equity-related activities.

L iquidity and Capital Resources

We generate long-term value by investing in new Affiliate partnerships, existing Affiliates, and strategic value-add

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Global Ratings.

Cash and cash equivalents were $476.1 million as of September 30, 2025 and were attributable to b oth our controlling and

the non-controlling interests .

In the nine months ended September 30, 2025 , we met our cash requirements primarily through

cash generated by operating activities .

Our principal uses of cash in the nine months ended September 30, 2025 were for

investments in new Affiliates, the return of excess capital through share repurchases, distributions to Affiliate equity holders,

and repayment of debt.

Cash and cash equivalents were $376.1 million as of March 31, 2026 and were attributable to b oth our controlling and the

non-controlling interests .

In the three months ended March 31, 2026 , we met our cash requirements primarily through cash

generated by operating activities and senior bank debt borrowings .

Our principal uses of cash in the three months ended

March 31, 2026 were for investments in new Affiliates, settlement of each of our conversion obligations with respect to our

former junior convertible securities , the return of excess capital through share repurchases, distributions to Affiliate equity

holders, and repayment of debt.

We expect investments in new Affiliates, investments in existing Affiliates, primarily through purchases of Affiliate equity

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We anticipate that our

current cash balance, cash flows from operations, and borrowings under our senior unsecured multicurrency revolving credit

facility (the “revolver”) will be sufficient to support our uses of cash for the foreseeable future.

In addition, we may draw

funding from the debt and equity capital markets, and our credit ratings, among other factors, allow us to access these sources

of funding on favorable terms.

current cash balance, cash flows from operations, and borrowings under the revolver will be sufficient to support our uses of

cash for the foreseeable future.

In addition, we may draw funding from the debt and equity capital markets, and our credit

ratings, among other factors, allow us to access these sources of funding on favorable terms.

The following table presents operating, investing, and financing cash flow activities:

For the Nine Months

Ended September 30,

For the Three Months

Ended March 31,

(in millions)

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cash items, and timing differences in the cash settlement of assets and liabilities.

For the nine months ended September 30, 2025 , Cash flows from operating activities were $716.8 million , primarily from

Net income of $526.1 million adjusted for non-cash items of $105.5 million and distributions of earnings received from equity

method investments of $379.7 million .

For the three months ended March 31, 2026 , Cash flows from operating activities were $299.3 million , primarily from

distributions of earnings received from equity method investments of $294.4 million and Net income of $146.4 million adjusted

for non-cash items of $74.2 million .

These items were partially offset by timing differences in the cash settlement of

receivables, other assets, and payables, accrued liabilities, and other liabilities of $63.3 million .

For the nine months ended

September 30, 2025 , operating cash flows were primarily attributable to the controlling interest.

For the three months ended

March 31, 2026 , operating cash flows were primarily attributable to the controlling interest.

Investing Cash Flow

For the nine months ended September 30, 2025 , Cash flows used in investing activities were $258.6 million , primarily due

to $515.1 million of investments in Affiliates and $72.3 million of purchases of investment securities.

These items were

partially offset by $229.4 million of maturities and sales of investment securities and $99.8 million of cash proceeds from

Affiliate transactions .

For the nine months ended September 30, 2025 , investing cash flows were primarily attributable to the

controlling interest.

For the three months ended March 31, 2026 , Cash flows used in investing activities were $229.0 million , primarily due to

$242.3 million of investments in Affiliates and $18.6 million of purchases of investment securities.

These items were partially

offset by $35.7 million of maturities and sales of investment securities.

For the three months ended March 31, 2026 , investing

cash flows were primarily attributable to the controlling interest.

Financing Cash Flow

For the nine months ended September 30, 2025 , Cash flows used in financing activities were $948.6 million , primarily due

to $353.2 million of repurchases of common stock, net, repayment of senior notes of $350.0 million , $205.5 million of

distributions to non-controlling interests, and $105.8 million of taxes paid on shares withheld for share-based awards.

items were partially offset by borrowings of senior bank debt of $100.0 million.

For the nine months ended September 30,

2025 , financing cash flows were primarily attributable to the controlling interest.

For the three months ended March 31, 2026 , Cash flows used in financing activities were $277.3 million , primarily due to

the settlement of junior convertible securities of $514.6 million, $185.1 million of repurchases of common stock, net,

$84.1 million of distributions to non-controlling interests, repayment of senior bank debt borrowings of $60.0 million , $35.2

million of taxes paid on shares withheld for share-based awards, and $29.3 million of Affiliate equity purchases, net of

These items were partially offset by senior bank debt borrowings of $625.0 million .

For the three months ended

March 31, 2026 , financing cash flows were primarily attributable to the controlling interest.

Affiliate Equity

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cash flow distributions, which is intended to represent fair value.

Affiliate equity holders are also permitted to sell their equity

interests to other individuals or entities in certain cases, subject to our approval or other restrictions.

As of September 30, 2025 , the current redemption value of Affiliate equity interests was $508.7 million , of which $273.5

In certain cases, Affiliate equity holders are also permitted to

sell their equity interests to Affiliate partners or other parties, subject to our approval or other restrictions.

As of March 31, 2026 , the current redemption value of Affiliate equity interests was $458.2 million , of which $264.0

million was presented as Redeemable non-controlling interests (including $36.0 million of consolidated Affiliate sponsored

investment products primarily attributable to third-party investors), and $235.2 million was included in Other liabilities.

Although the timing and amounts of these purchases are difficult to predict, we paid $51.8 million for Affiliate equity purchases

and received $1.8 million for Affiliate equity issuances during the nine months ended September 30, 2025 , and we expect net

purchases of approximately $110 million of Affiliate equity during the remainder of 2025 .

In the event of a purchase, we

become the owner of the cash flow associated with the purchased equity.

See Notes 13 and 14 of our Consolidated Financial

investment products primarily attributable to third-party investors), and $194.2 million was included in Other liabilities on the

Consolidated Balance Sheets.

Although the timing and amounts of these purchases are difficult to predict, we paid $33.2

million for Affiliate equity purchases and received $3.9 million for Affiliate equity issuances during the three months ended

March 31, 2026 , and we expect net purchases of approximately $65 million of Affiliate equity during the remainder of 2026 .

the event of a purchase, we become the owner of the cash flow associated with the purchased equity.

See Notes 11 and 12 of

our Consolidated Financial Statements.

Share Repurchases

Our Board of Directors authorized a share repurchase program in July 2024 to repurchase up to 5.4 million shares of our

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 instruments.

During the three and nine months ended September 30, 2025 , we repurchased 0.3 million and 1.9 million shares of our common

stock at an average price per share of $230.04 and $180.49 , respectively.

As of September 30, 2025 , there were a total of 3.4

million shares available for repurchase under our July 2024 share repurchase program.

The following table presents the carrying value of our outstanding indebtedness:

Our Board of Directors authorized share repurchase programs in July 2024 and January 2026 to repurchase up to 5.4

million and 4.2 million shares of our 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.

During the three months ended March 31, 2026 , we repurchased

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

As of March 31, 2026 , there were a total of

5.6 million shares available for repurchase under our share repurchase programs.

The following table presents the carrying value of our outstanding indebtedness and a reconciliation to Debt as presented

on our Consolidated Balance Sheets:

(in millions)

September 30,

Senior bank debt

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Junior convertible securities

The carrying value of our debt differs from the amount reported in the notes to our Consolidated Financial Statements, as

the carrying value of our debt in the table above is not reduced for debt issuance costs.

As of September 30, 2025 , the weighted average maturity of our outstanding non-senior bank debt is 23 years , all of which

is maturing in 2030 and beyond.

Our nearest term non-senior bank debt maturity relates to our $350.0 million senior notes due

June 2030 (the “2030 senior notes”).

See Note 6 of our Consolidated Financial Statements.

Total carrying value

Debt issuance costs

As of March 31, 2026 , the weighted average maturity of our outstanding senior and junior subordinated notes is 22 years ,

all of which is maturing in 2030 and beyond.

Our nearest term maturity with respect to our senior and junior subordinated

notes relates to our $350.0 million senior notes due June 2030 (the “2030 senior notes”).

See Note 6 of our Consolidated

Financial Statements.

Senior Bank Debt

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

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

Subject to certain

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

As of September 30, 2025 , we had outstanding borrowings under the revolver of $100.0 million , and we could borrow all

As of March 31, 2026 , we had outstanding borrowings under the revolver of $565.0 million , and we could borrow all

remaining capacity and maintain compliance with all of the terms of the revolver .

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

As of September 30, 2025 , we had senior notes outstanding, the respective principal terms of which are presented and

As of March 31, 2026 , we had senior notes outstanding, the respective principal terms of which are presented and

described below:

December 2025

Maturity date

February 2036

Par value (in millions)

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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.

In addition, the 2030 and 2034 senior notes may be redeemed at par (plus accrued and unpaid

interest), in whole or in part, at any time, on or after March 15, 2030 and May 20, 2034, respectively.

We may also repurchase

senior notes in the open market or in privately negotiated transactions from time to time at management’s discretion.

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 our ability to consolidate, merge, or sell

all or substantially all of our assets, and requires us to make an offer to repurchase the applicable senior notes at 101% of the

principal amount (plus any accrued and unpaid interest), 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, 2034, and 2036 senior

notes may be redeemed at par (plus accrued and unpaid interest), in whole or in part, at any time, on or after March 15, 2030,

May 20, 2034, and November 15, 2035, respectively.

We may also repurchase senior notes in the open market or in privately

negotiated transactions from time to time at management’s discretion.

Junior Subordinated Notes

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

presented and described below:

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

and described below:

Junior Subordinated

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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 our 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.

Junior Convertible Securities

As of September 30, 2025 , we had $341.7 million of principal outstanding in our 5.15% junior convertible trust preferred

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

The junior convertible securities were issued by AMG Capital

Trust II, a Delaware statutory trust, in October 2007.

Each of the junior convertible securities represents an undivided

beneficial interest in the assets of the trust.

The trust’s only assets are junior subordinated convertible debentures issued to it by

us, and have substantially the same payment terms as the junior convertible securities.

We own all of the trust’s common

securities, and have fully and unconditionally guaranteed, on a subordinated basis, the payment obligations on the junior

convertible securities.

We do not consolidate the trust’s financial results into our Consolidated Financial Statements.

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

Upon conversion, holders will

receive cash or shares of our common stock, or a combination thereof, at our election.

We may redeem the junior convertible

securities, subject to our stock trading at or above certain specified levels over specified periods, and may also repurchase junior

convertible securities in the open market or in privately negotiated transactions from time to time at management’s discretion.

W e did not repurchase any of our junior convertible securities during the nine months ended September 30, 2024 and 2025 .

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 our 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.

Junior Convertible Securitie s

On December 8, 2025, we delivered notice that we had elected to redeem all of our outstanding 5.15% junior convertible

trust preferred securities (the “junior convertible securities”) on December 29, 2025 (the “Redemption Date”), and announced

our 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”), we

made an irrevocable election to settle our conversion obligations in cash by reference to the daily volume weighted average

price of our 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 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.

Our 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, we 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

In January 2026, we settled each of our 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 .

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

required us to deduct interest in an amount greater than our reported interest expense (“excess interest expense deductions”).

As a result of the settlement of these securities, we incurred a current cash tax liability of approximately $56 million , reflective

of the recapture of excess interest expense deductions.

Prior to their redemption 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.

Equity Distribution Program

3 unchanged sentences

distribution program superseded and replaced our prior equity distribution program.

As of September 30, 2025 , no sales had

As of March 31, 2026 , no sales had

occurred under the equity distribution program.

2 unchanged sentences

See Notes 4 and 7 of our Consolidated Financial Statements.

As of September 30, 2025 , our lease obligations were $10.3 million for the remainder of 2025 , $56.7 million from 2026

As of March 31, 2026 , our lease obligations were $21.8 million for the remainder of 2026 , $61.4 million from 2027

through 2028, $56.2 million from 2029 through 2030, and $60.7 million thereafter.

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Critical Accounting Estimates and Judgments

The following is an update to our 2024 Annual Report on Form 10‑K, which includes additional information about our

Critical Accounting Estimates and Judgments, and should be read in conjunction with this Quarterly Report on Form 10‑Q.

Indefinite-Lived Acquired Client Relationships

In the first quarter of 2025, we 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 values.

Accordingly, we 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.

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

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% .

While we believe all assumptions used in our assessments are reasonable and appropriate, changes in these estimates could

produce different values.

We performed a sensitivity analysis over the most relevant assumptions used in these assessments.

Assuming all other assumptions remain constant, a decrease in the revenue growth rates over the next five years of 200 basis

points would result in an additional impairment amount of approximately $49 million , while an increase in the discount rate of

100 basis points would result in an additional impairment amount of approximately $91 million .

Further declines in assets

under management resulting from negative investment performance or net client outflows above our estimates could result in

additional future impairments.

For our indefinite-lived acquired client relationships, no other triggering events were identified during the three and nine

months ended September 30, 2025 that would indicate an impairment.

O ur 2025 Annual Report on Form 10‑K includes additional information about our Critical Accounting Estimates and

Judgments, and should be read in conjunction with this Quarterly Report on Form 10‑Q.

Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our Quantitative and Qualitative Disclosures About Market Risk for the nine

months ended September 30, 2025 .

There have been no material changes to our Quantitative and Qualitative Disclosures About Market Risk for the three

months ended March 31, 2026 .

Please refer to Item 7A of our 2025 Annual Report on Form 10-K.

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 2. Management’s Discussion and Analysis