What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-07 · 118 added, 74 removed, 514 unchanged (27% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except share data) June 30,

(in thousands, except share data) September 30,

2025 December 31,

29 unchanged sentences

Common stock, $ 0.01 par value, 1,000,000,000 shares authorized;

12,311,893 shares issued and 6,748,088 shares outstanding at June 30, 2025;

12,317,249 shares issued and 6,753,444 shares outstanding at September 30, 2025;

and 12,243,880 shares issued and 6,967,147 shares outstanding at December 31, 2024

2 unchanged sentences

Accumulated other comprehensive income (loss) 598 ( 364 )

Treasury stock, at cost, 5,563,805 and 5,276,733 shares at June 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 5,563,805 and 5,276,733 shares at September 30, 2025 and December 31, 2024, respectively

( 739,594 ) ( 689,594 )

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share data) 2025 2024 2025 2024

40 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment, net of tax of $( 231 ) and $ 2 for the three months ended June 30, 2025 and 2024, respectively and $( 331 ) and $ 38 for the six months ended June 30, 2025 and 2024, respectively

Foreign currency translation adjustment, net of tax of $ 226 and $( 144 ) for the three months ended September 30, 2025 and 2024, respectively and $( 105 ) and $( 106 ) for the nine months ended September 30, 2025 and 2024, respectively

12 430 962 317

7 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(in thousands) 2025 2024

28 unchanged sentences

Repayments on credit agreement ( 39,254 ) ( 17,063 )

Refinancing of credit agreement 201,191 —

Payment of deferred financing costs ( 7,132 ) —

Common stock dividends paid ( 48,326 ) ( 42,256 )

14 unchanged sentences

Common stock dividends payable $ 16,208 $ 15,950

(in thousands) June 30,

(in thousands) September 30,

2025 December 31, 2024

18 unchanged sentences

(in thousands, except per share data) Shares Par Value Shares Amount

Balances at March 31, 2024 7,127,881 $ 122 $ 1,298,157 $ 223,023 $ ( 187 ) 5,096,608 $ ( 649,463 ) $ 871,652 $ 4,351 $ 876,003 $ 115,185

Balances at June 30, 2024 7,082,071 $ 122 $ 1,304,176 $ 226,540 $ ( 200 ) 5,151,707 $ ( 661,963 ) $ 868,675 $ 3,443 $ 872,118 $ 129,450

Net income (loss) — — — 40,980 — — — 40,980 401 41,381 7,723

7 unchanged sentences

Stock-based compensation — — 5,692 — — — — 5,692 — 5,692 —

Balances at September 30, 2024 7,016,433 $ 122 $ 1,314,228 $ 251,298 $ 230 5,224,557 $ ( 676,832 ) $ 889,046 $ 3,676 $ 892,722 $ 98,111

Balances at June 30, 2025 6,748,088 $ 123 $ 1,327,872 $ 307,409 $ 586 5,563,805 $ ( 739,594 ) $ 896,396 $ 1,933 $ 898,329 $ 123,097

Balances at March 31, 2025 6,911,016 $ 123 $ 1,322,280 $ 280,979 $ ( 72 ) 5,387,933 $ ( 709,594 ) $ 893,716 $ 2,532 $ 896,248 $ 120,579

Net income (loss) — — — 31,926 — — — 31,926 ( 606 ) 31,320 21

3 unchanged sentences

— — — ( 17,014 ) — — — ( 17,014 ) — ( 17,014 ) —

Repurchases of common shares ( 175,872 ) — — — — 175,872 ( 30,000 ) ( 30,000 ) — ( 30,000 ) —

Issuance of common shares related to employee stock transactions 5,356 — — — — — — — — — —

1 unchanged sentence

Stock-based compensation — — 5,793 — — — — 5,793 — 5,793 —

Balances at June 30, 2025 6,748,088 $ 123 $ 1,327,872 $ 307,409 $ 586 5,563,805 $ ( 739,594 ) $ 896,396 $ 1,933 $ 898,329 $ 123,097

Balances at September 30, 2025 6,753,444 $ 123 $ 1,335,254 $ 322,321 $ 598 5,563,805 $ ( 739,594 ) $ 918,702 $ 1,075 $ 919,777 $ 103,191

Permanent Equity Temporary Equity

19 unchanged sentences

Stock-based compensation — — 19,251 — — — — 19,251 — 19,251 —

Balances at June 30, 2024 7,082,071 $ 122 $ 1,304,176 $ 226,540 $ ( 200 ) 5,151,707 $ ( 661,963 ) $ 868,675 $ 3,443 $ 872,118 $ 129,450

Balances at September 30, 2024 7,016,433 $ 122 $ 1,314,228 $ 251,298 $ 230 5,224,557 $ ( 676,832 ) $ 889,046 $ 3,676 $ 892,722 $ 98,111

Balances at December 31, 2024 6,967,147 $ 122 $ 1,319,108 $ 268,221 $ ( 364 ) 5,276,733 $ ( 689,594 ) $ 897,493 $ 4,143 $ 901,636 $ 107,282

8 unchanged sentences

Stock-based compensation — — 21,329 — — — — 21,329 — 21,329 —

Balances at June 30, 2025 6,748,088 $ 123 $ 1,327,872 $ 307,409 $ 586 5,563,805 $ ( 739,594 ) $ 896,396 $ 1,933 $ 898,329 $ 123,097

Balances at September 30, 2025 6,753,444 $ 123 $ 1,335,254 $ 322,321 $ 598 5,563,805 $ ( 739,594 ) $ 918,702 $ 1,075 $ 919,777 $ 103,191

The accompanying notes are an integral part of these condensed consolidated financial statements.

17 unchanged sentences

In the opinion of management, these financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Company’s financial condition and results of operations.

Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Annual Report on Form 10-K") filed with the Securities and Exchange Commission (the "SEC").

2 unchanged sentences

New Accounting Standards Implemented

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

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740).

This standard updates income tax disclosure requirements by requiring disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

6 unchanged sentences

Early adoption is permitted with amendments to be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements.

The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its consolidated financial statements.

The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40).

The standard amends certain aspects of the accounting for internal-use software costs by requiring an entity to capitalize software costs when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

The standard is

effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2027.

Early adoption is permitted using a prospective, modified or retrospective transition approach.

The Company's revenues are recognized when a performance obligation is satisfied, which occurs when control of the services is transferred to clients.

Investment management fees, distribution and service fees, and administration and shareholder service fees are generally calculated as a percentage of average net assets of the investment portfolios managed.

The net asset values from which these fees are calculated are variable in nature and subject to factors outside of the

Company's control, such as additional investments, withdrawals and market performance.

The net asset values from which these fees are calculated are variable in nature and subject to factors outside of the Company's control, such as additional investments, withdrawals and market performance.

Because of this, these fees are considered constrained until the end of the contractual measurement period (monthly or quarterly), which is when asset values are generally determinable.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

11 unchanged sentences

Intangible amortization — ( 38,833 ) ( 38,833 ) — ( 38,833 )

Balances at June 30, 2025 $ 809,064 $ ( 499,021 ) $ 310,043 $ 42,298 $ 352,341

Balances at September 30, 2025 $ 809,064 $ ( 511,966 ) $ 297,098 $ 42,298 $ 339,396

Definite-lived intangible asset amortization for the remainder of fiscal year 2025 and succeeding fiscal years is estimated as follows:

5 unchanged sentences

Investments consist primarily of investments in the Company's sponsored products.

The Company's investments, excluding the assets of consolidated investment products ("CIP") discussed in Note 14, at June 30, 2025 and December 31, 2024 were as follows:

(in thousands) June 30,

The Company's investments, excluding the assets of consolidated investment products ("CIP") discussed in Note 14, at September 30, 2025 and December 31, 2024 were as follows:

(in thousands) September 30,

2025 December 31, 2024

7 unchanged sentences

The composition of the Company’s investment securities - fair value was as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands) Cost Fair Value Cost Fair Value

4 unchanged sentences

Total investment securities - fair value $ 104,545 $ 110,561 $ 82,083 $ 83,771

For the three and six months ended June 30, 2025, the Company recognized net realized losses of $ 0.2 million and $ 21.5 thousand, respectively, related to its investment securities - fair value.

For the three and six months ended June 30, 2024, the Company recognized net realized gains of $ 1.0 million and $ 0.7 million, respectively, related to its investment securities - fair value.

For the three and nine months ended September 30, 2025, the Company recognized net realized gains of $ 0.8 million and $ 0.8 million, respectively, related to its investment securities - fair value.

For the three and nine months ended September 30, 2024, the Company recognized net realized gains of $ 0.5 million and $ 1.2 million, respectively, related to its investment securities - fair value.

Fair Value Measurements

The Company’s assets and liabilities measured at fair value on a recurring basis, excluding the assets and liabilities of CIP discussed in Note 14, as of June 30, 2025 and December 31, 2024 by fair value hierarchy level were as follows:

June 30, 2025

The Company’s assets and liabilities measured at fair value on a recurring basis, excluding the assets and liabilities of CIP discussed in Note 14, as of September 30, 2025 and December 31, 2024 by fair value hierarchy level were as follows:

September 30, 2025

(in thousands) Level 1 Level 2 Level 3 Total

27 unchanged sentences

Equity securities represent securities traded on active markets, are valued at the official closing price (typically the last sale or bid) on the exchange on which the securities are primarily traded and are categorized as Level 1.

Debt securities represent investments in corporate and government bonds.

Debt securities represent investments in corporate and government bonds and the note securities of collateralized loan obligations ("CLO").

The fair values of corporate and government bonds traded on active markets are valued at the official closing price on the exchange on which the securities are primarily traded and are categorized as Level 1.

Debt securities for which closing prices are not readily available or are deemed to not reflect readily available market prices, and are valued using an independent pricing service, are categorized as Level 2.

The fair values of note securities of CLOs are based on valuations received from an independent valuation firm and are categorized as Level 3.

The following table presents a reconciliation of beginning and ending balances of the Company's Level 3 debt securities:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

Debt securities, beginning of period $ — $ — $ — $ —

Purchases (sales), net 29,651 24,443 29,651 24,443

Debt securities, end of period $ 29,651 $ 24,443 $ 29,651 $ 24,443

Nonqualified retirement plan assets represent U.S.

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

3 unchanged sentences

Contingent consideration, end of period $ 20,000 $ 34,408 $ 20,000 $ 34,408

The contingent consideration liability at June 30, 2025 of $ 20.0 million is related to the NFJ Group transaction.

The contingent consideration liability at September 30, 2025 of $ 20.0 million is related to the NFJ Group transaction.

This liability is measured using an options pricing model valuation technique.

3 unchanged sentences

Dividends Declared

On May 14, 2025, the Company declared a quarterly cash dividend of $ 2.25 per common share to be paid on August 15, 2025 to shareholders of record at the close of business on July 31, 2025.

On August 13, 2025, the Company declared a quarterly cash dividend of $ 2.40 per common share to be paid on November 14, 2025 to shareholders of record at the close of business on October 31, 2025.

Common Stock Repurchases

During the three and six months ended June 30, 2025, the Company repurchased 175,872 and 287,072 common shares, respectively, under its share repurchase program at a weighted average price of $ 170.55 and $ 174.14 per share, respectively, for a total cost, including fees and expenses, of $ 30.0 million and $ 50.0 million, respectively.

During the nine months ended September 30, 2025, the Company repurchased 287,072 common shares under its share repurchase program at a weighted average price of $ 174.14 per share, for a total cost, including fees and expenses, of $ 50.0 million.

On May 14, 2025 the Board of Directors authorized an additional 750,000 shares to be repurchased under the program.

As of June 30, 2025, 866,240 shares remained available for repurchase.

There were no share repurchases during the three months ended September 30, 2025.

As of September 30, 2025, 866,240 shares remained available for repurchase.

Under the terms of the program, the Company may repurchase shares of its common stock from time to time at its discretion through open market repurchases, privately negotiated transactions and/or other mechanisms, depending on price and prevailing market and business conditions.

2 unchanged sentences

Equity-based awards, including restricted stock units ("RSUs"), performance stock units ("PSUs"), stock options and unrestricted shares of common stock, may be granted to officers, employees and directors of the Company pursuant to the Company's Amended and Restated Omnibus Incentive and Equity Plan (the "Omnibus Plan").

At June 30, 2025, 688,682 shares of common stock remained available for issuance of the 3,825,000 shares that are authorized for issuance under the Omnibus Plan.

At September 30, 2025, 688,839 shares of common stock remained available for issuance of the 3,825,000 shares that are authorized for issuance under the Omnibus Plan.

Stock-based compensation expense is summarized as follows:

Three Months Ended June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

Shares that are issued upon vesting are newly issued shares from the Omnibus Plan and are not issued from treasury stock.

RSU activity, inclusive of PSUs, for the six months ended June 30, 2025 is summarized as follows:

RSU activity, inclusive of PSUs, for the nine months ended September 30, 2025 is summarized as follows:

of Shares Weighted Average

3 unchanged sentences

Settled ( 112,055 ) $ 202.91

Outstanding at June 30, 2025 349,612 $ 190.51

For the six months ended June 30, 2025 and 2024, a total of 40,064 and 45,117 RSUs, respectively, were withheld by the Company as a result of net share settlements to settle minimum employee tax withholding obligations and for which the Company paid $ 7.0 million and $ 10.4 million, respectively, in minimum employee tax withholding obligations.

These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have

otherwise been issued as a result of the vesting.

During the six months ended June 30, 2025 and 2024, the Company granted 37,777 and 26,757 PSUs, respectively, that contain performance-based metrics in addition to a service condition.

Compensation expense for PSUs is generally recognized over a three-year service period based upon the value determined using a combination of (i) the intrinsic value method for awards that contain a performance metric that represents a "performance condition" in accordance with ASC 718, Stock Compensation ("ASC 718") and (ii) the Monte Carlo simulation valuation model for awards that contain a "market condition" performance metric under ASC 718.

Outstanding at September 30, 2025 340,631 $ 189.92

For the nine months ended September 30, 2025 and 2024, a total of 43,532 and 49,086 RSUs, respectively, were withheld by the Company as a result of net share settlements to settle minimum employee tax withholding obligations and for which the Company paid $ 7.6 million and $ 11.3 million, respectively, in minimum employee tax withholding obligations.

These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting.

During the nine months ended September 30, 2025 and 2024, the Company granted 37,777 and 26,757 PSUs, respectively, that contain performance-based metrics in addition to a service condition.

Compensation expense for PSUs is generally recognized over a three-year service period based upon the value determined using a combination of (i) the intrinsic value method for awards that contain a performance metric that represents a "performance condition" in accordance with Accounting Standards Codification ("ASC") 718, Stock Compensation ("ASC 718") and (ii) the Monte Carlo simulation valuation model for awards that contain a "market condition" performance metric under ASC 718.

Compensation expense for PSU awards that contain a market condition is fixed at the date of grant and will not be adjusted in future periods based upon the achievement of the market condition.

Compensation expense for PSU awards with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period.

As of June 30, 2025, unamortized stock-based compensation expense for unvested RSUs and PSUs was $ 39.8 million with a weighted-average remaining contractual life of 1.5 years.

As of September 30, 2025, unamortized stock-based compensation expense for unvested RSUs and PSUs was $ 34.1 million with a weighted-average remaining contractual life of 1.3 years.

Earnings (Loss) Per Share

4 unchanged sentences

The computation of basic and diluted EPS is as follows:

Three Months Ended June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts) 2025 2024 2025 2024

9 unchanged sentences

The following table details the securities that have been excluded from the above computation of weighted-average number of shares for diluted EPS, because the effect would be anti-dilutive.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

The provision for income taxes reflected U.S.

federal, state and local taxes at an estimated effective tax rate of 25.9 % and 24.4 % for the six months ended June 30, 2025 and 2024, respectively.

The higher estimated effective tax rate for the six months ended June 30, 2025 was primarily due to a change in valuation allowances in the current year related to the tax effects of lower realized and unrealized gains on Company investments compared to the prior year.

federal, state and local taxes at an estimated effective tax rate of 27.0 % and 24.4 % for the nine months ended September 30, 2025 and 2024, respectively.

The higher estimated effective tax rate for the nine months ended September 30, 2025 was primarily due to a change in valuation allowances in the current year related to the tax effects of lower realized and unrealized gains on Company investments compared to the prior year.

On July 4, 2025, H.R.

2 unchanged sentences

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing impacts of the OBBBA;

The Company will continue to evaluate the potential impact of the OBBBA on future periods as further guidance becomes available;

however, the Company does not anticipate it will have a material impact on the Company’s consolidated financial statements.

Credit Agreement

The Company's credit agreement, as amended (the "Credit Agreement"), comprises (i) a $ 275.0 million term loan with a seven-year term (the "Term Loan") expiring in September 2028, and (ii) a $ 175.0 million revolving credit facility with a five-year term expiring in September 2026.

The Company repaid $ 1.4 million outstanding under the Term Loan during the six months ended June 30, 2025 and had $ 234.7 million outstanding under the Term Loan at June 30, 2025.

In accordance with ASC 835, Interest , the amounts outstanding under the Company's Term Loan are presented on the Condensed Consolidated Balance Sheets net of related debt issuance costs, which were $ 3.4 million as of June 30, 2025.

On September 26, 2025, the Company refinanced its existing credit agreement by entering into a new credit agreement (the “Credit Agreement”).

The Credit Agreement provides for (i) a $ 400.0 million term loan for the Company with a seven-year term (the "Term Loan") expiring in September 2032, and (ii) a $ 250.0 million revolving credit facility with a five-year term expiring in September 2030.

A portion of the proceeds of the refinancing have been used to repay the $ 234.7 million outstanding on the previous term loan.

The Company has the right, subject to customary conditions specified in the Credit Agreement, to request additional revolving credit facility commitments and additional term loans to be made under the Credit Agreement.

Amounts outstanding under the Credit Agreement bear interest at an annual rate equal to, at the option of the Company, either Term SOFR for interest periods of one, three or six months or an alternate base rate, in either case plus an applicable margin.

The applicable margins are 2.25 %, in the case of a SOFR-based Term Loan, and 1.25 %, in the case of an alternate base rate loan.

The Company is also required to pay a quarterly commitment fee on the average unused amount of the revolving credit facility which ranges from 0.15 % to 0.25 %, based on the secured net leverage ratio of the Company as of the last day of the preceding fiscal quarter.

The Term Loan will amortize at the rate of 1.00 % per annum, payable in equal quarterly installments on the last day of each March, June, September and December (commencing on December 31, 2025), based on the aggregate principal amount of the Term Loan's outstanding balance on the closing date.

In addition, the Credit Agreement requires that the term loans be mandatorily prepaid with excess cash flow each fiscal year commencing with the fiscal year ended December 31, 2026 if the secured net leverage ratio at the end of such excess cash flow period is (a) greater than 3 :1, 50 %, (b) greater than or equal to 2.5 :1 but less than or equal to 3 :1, 25 %, and (c) less than 2.5 :1, 0 %, (d) 50 % of the net proceeds of certain asset sales, casualty or condemnation events, subject to customary reinvestment rights;

and (e) 100 % of the proceeds of any indebtedness incurred to refinance the term loans or other refinancing indebtedness as well as indebtedness incurred other than indebtedness

permitted to be incurred by the Credit Agreement.

At any time, upon timely notice, the Company may terminate the Credit Agreement in full, reduce the commitment under the facility in minimum specified increments or prepay loans in whole or in part, and in the case of any term loans that are prepaid in connection with a “repricing transaction” occurring within the six-month period following the closing date of the Credit Agreement, a 1.00 % premium.

The Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness, create liens, merge or dissolve, make investments, dispose of assets, engage in sale and leaseback transactions, make distributions and dividends and prepayments of junior indebtedness, engage in transactions with affiliates, enter into restrictive agreements, amend documentation governing junior indebtedness, modify its fiscal year and modify its organizational documents, subject to customary exceptions, thresholds and qualifications.

In addition, the Credit Agreement contains a financial performance covenant that is only applicable when greater than 35 % of the revolving credit facility is outstanding, requiring a maximum leverage ratio, as of the last day of each of the four fiscal quarter periods, of no greater than the levels set forth in the Credit Agreement.

Future minimum Term Loan payments (exclusive of any mandatory excess cash flow repayments) as of September 30, 2025 were as follows:

Year (in thousands)

Remainder of 2025 $ 1,000

2030 and thereafter 383,000

Total $ 400,000

Commitments and Contingencies

10 unchanged sentences

The put and call rights are not legally detachable or separately exercisable and are deemed to be embedded in the related noncontrolling interests.

The Company, in purchasing equity of the investment management subsidiary, has the option to settle in cash or shares of the Company's common stock and is entitled to the cash flow associated with any purchased equity.

The Company, in purchasing equity of the investment management subsidiary, has the option to settle in cash or shares of the Company's common stock and is entitled to the cash flow associated

with any purchased equity.

The minority interests are recorded at estimated redemption value within redeemable noncontrolling interests on the Company's Condensed Consolidated Balance Sheets, and any changes in the estimated redemption value are recorded on the Condensed Consolidated Statements of Operations within noncontrolling interests.

Redeemable noncontrolling interests for the six months ended June 30, 2025 included the following amounts:

(in thousands) CIP Noncontrolling Interests Investment Manager Total

Redeemable noncontrolling interests for the nine months ended September 30, 2025 included the following amounts:

Redeemable Noncontrolling Interests

(in thousands) CIP Investment Manager Total

Balances at December 31, 2024 $ 45,667 $ 61,615 $ 107,282

4 unchanged sentences

Net subscriptions (redemptions) and other 16,063 ( 4,427 ) 11,636

Balances at June 30, 2025 $ 66,827 $ 56,270 $ 123,097

Balances at September 30, 2025 $ 64,485 $ 38,706 $ 103,191

(1) Relates to noncontrolling interests redeemable at other than fair value.

5 unchanged sentences

Additionally, these awards have a right to participate in distributions of the investment manager which are recorded as employment expense in the Company’s Condensed Consolidated Statements of Operations.

Accrued compensation associated with these awards was $ 18.0 million and $ 19.4 million at June 30, 2025 and December 31, 2024, respectively.

Compensation expense related to these awards totaled $( 0.8 ) million and $ 3.5 million for the six months ended June 30, 2025 and 2024, respectively.

Accrued compensation associated with these awards was $ 16.5 million and $ 19.4 million at September 30, 2025 and December 31, 2024, respectively.

Compensation expense related to these awards totaled $( 1.4 ) million and $ 5.5 million for the nine months ended September 30, 2025 and 2024, respectively.

Consolidation

10 unchanged sentences

The consolidation and deconsolidation of these investment products have no impact on the Company's net income (loss).

The Company's risk with respect to these investment products is limited to its beneficial interests in these products.

The Company's risk with respect to these

investment products is limited to its beneficial interests in these products.

The Company has no right to the benefits from, and does not bear the risks associated with, these investment products beyond the Company's investments in, and fees generated from, these products.

The following table presents the balances of CIP that, after intercompany eliminations, were reflected on the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024

The following table presents the balances of CIP that, after intercompany eliminations, were reflected on the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

VOEs VIEs VOEs VIEs

10 unchanged sentences

A majority-owned consolidated private fund, whose primary purpose is to invest in CLOs for which the Company serves as the collateral manager, is also included.

At June 30, 2025, the Company consolidated seven CLOs.

The financial information of CLOs is included on the Company's condensed consolidated financial statements on a one-month lag based upon the availability of their financial information.

At September 30, 2025, the Company consolidated seven CLOs.

On September 12, 2025, the Company issued a new CLO and in conjunction with the issuance, made a $ 29.7 million investment in the subordinated notes.

The financial information of CLOs is included in the Company's condensed consolidated financial statements on a one-month lag based upon the availability of their financial information.

Investments of CLOs

The CLOs held investments of $ 2.1 billion at June 30, 2025, consisting of bank loan investments that comprise the majority of the CLOs' portfolio asset collateral and are senior secured corporate loans across a variety of industries.

The CLOs held investments of $ 2.1 billion at September 30, 2025, consisting of bank loan investments that comprise the majority of the CLOs' portfolio asset collateral and are senior secured corporate loans across a variety of industries.

These bank loan investments mature at various dates between 2025 and 2033 and generally pay interest at SOFR plus a spread.

Notes Payable of CLOs

The CLOs held notes payable with a total value, at par, of $ 2.3 billion at June 30, 2025, consisting of senior secured floating rate notes payable with a par value of $ 2.0 billion and subordinated notes with a par value of $ 239.8 million.

The CLOs held notes payable with a total value, at par, of $ 2.3 billion at September 30, 2025, consisting of senior secured floating rate notes payable with a par value of $ 2.0 billion and subordinated notes with a par value of $ 238.8 million.

These note obligations bear interest at variable rates based on SOFR plus a pre-defined spread.

1 unchanged sentence

The secured notes of the consolidated CLOs have contractual recourse only to the related assets of the CLO and are classified as financial liabilities.

Although these beneficial interests are eliminated upon consolidation, the application of the measurement alternative prescribed by ASU 2014-13, Consolidation (Topic 810) ("ASU 2014-13"), results in the net assets of the consolidated CLOs shown above to be equivalent to the beneficial interests retained by the Company at June 30, 2025, as shown in the table below:

(in thousands)

2 unchanged sentences

Total Beneficial Interests $ 90,028

The following table represents income and expenses of the consolidated CLOs included on the Company’s Condensed Consolidated Statements of Operations for the period indicated:

Six Months Ended June 30, 2025

The following table represents income and expenses of the consolidated CLOs included in the Company’s Condensed Consolidated Statements of Operations for the period indicated:

Nine Months Ended September 30, 2025

(in thousands)

8 unchanged sentences

The following table represents the Company’s own economic interests in the consolidated CLOs, which are eliminated upon consolidation:

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(in thousands)

3 unchanged sentences

Fair Value Measurements of CIP

The assets and liabilities of CIP measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 by fair value hierarchy level were as follows:

As of June 30, 2025

The assets and liabilities of CIP measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 by fair value hierarchy level were as follows:

As of September 30, 2025

(in thousands) Level 1 Level 2 Level 3 Total

29 unchanged sentences

The fair value of the beneficial interests held by the Company is based on third-party pricing information without adjustment.

The securities purchased payable at June 30, 2025 and December 31, 2024 approximated fair value due to the short-term nature of the instruments.

The securities purchased payable at September 30, 2025 and December 31, 2024 approximated fair value due to the short-term nature of the instruments.

The following table is a reconciliation of assets of CIP for Level 3 investments for which significant unobservable inputs were used to determine fair value:

Six Months Ended June 30,

Nine Months Ended

September 30,

(in thousands)

13 unchanged sentences

The Company has interests in certain other VIEs that the Company does not consolidate as it is not the primary beneficiary since its interest in these entities does not provide the Company with the power to direct the activities that most significantly impact the entities' economic performance.

At June 30, 2025, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $ 25.0 million.

At September 30, 2025, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $ 25.8 million.

The key GAAP measure of segment profit or loss that the chief operating decision maker ("CODM") uses to evaluate the Company’s financial performance and allocate resources of the Company is net income, as reported on the Company’s Condensed Consolidated Statements of Operations.

3 unchanged sentences

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