What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 209 added, 208 removed, 943 unchanged (31% of the section changed)

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Other Information.

During the three months ended December 31, 2024, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

During the three months ended December 31, 2025, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted , terminated or modified a Rule 10b5-1 trading

arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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The Code of Conduct is available on our website at www.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.” We intend to post any substantive amendments to, or waivers of, the Code of Conduct applicable to our principal executive officer, principal financial officer, principal accounting officer, or directors on our website.

We have adopted an insider trading policy regarding securities transactions (the "Insider Trading Policy") that applies to all directors, officers, employees, consultants, and contractors of the Company and its subsidiaries, as well as the Company itself.

We have adopted an insider trading policy regarding securities transactions (the "Insider Trading Policy") that applies to all officers, directors and employees of the Company, temporary employees, consultants, contractors, family members and related entities (as defined in the Insider Trading Policy) who receive, or have access to, material nonpublic information, as well as the Company itself.

We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of our securities, as well as the applicable rules and regulations of the New York Stock Exchange.

A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

A copy of our Insider Trading Policy is included as Exhibit 19 to this Annual Report on Form 10-K.

Executive Compensation.

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Total 336,797 $ — 689,477

(1) The weighted-average exercise price set forth in this column is calculated excluding outstanding restricted stock unit awards ("RSUs")

since recipients of such awards are not required to pay an exercise price to receive the shares subject to these awards.

(1) The weighted-average exercise price set forth in this column is calculated excluding outstanding restricted stock unit awards ("RSUs") since recipients of such awards are not required to pay an exercise price to receive the shares subject to these awards.

(2) Represents shares of our common stock issuable upon the vesting of RSUs outstanding under the Company's Omnibus Incentive and Equity Plan (the "Omnibus Plan").

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Smirl dated April 7, 2021 (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q filed May 6, 2021).

10.13 Amended and Restated Credit Agreement, dated as of September 28, 2021, by and among Virtus Investment Partners, Inc.

10.13+ Offer Letter from the Registrant to Andra C.

Purkalitis dated October 14, 2023 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed May 9, 2025).

10.14+ Offer Letter from the Registrant to Elizabeth A.

Lieberman dated April 22, 2024 (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed May 9, 2025).

10.15 Credit Agreement, dated as of September 28, 2025, by and among Virtus Investment Partners, Inc.

as borrower, Morgan Stanley Senior Funding, Inc.

as administrative agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed October 1 , 2025).

10.14 Amendment No.

1, dated June 20, 2023, to the Amended and Restated Credit Agreement, dated as of September 28, 2021, by and among Virtus Investment Partners, Inc.

as borrower, Morgan Stanley Senior Funding, Inc.

as administrative agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 9, 2023).

Equity Purchase Agreement by and among Virtus Private Markets Holdings, LLC and Keystone National Group, LLC and Keystone’s owners and beneficial owners;

dated December 5, 2025 .

(19) Insider Trading Policies and Procedures

19.1* Insider Trading Policy .

19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant's Annual Report on Form 10-K, filed February 28 , 2025)

(21) Subsidiaries of the Registrant

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# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.

In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.

Schedules, exhibits and certain portions of this exhibit have been omitted pursuant to Item 601(a)(5)-(6) and Item 601(b)(10)(iv) of Regulation S-K.

Form 10-K Summary.

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We have audited the accompanying consolidated balance sheets of Virtus Investment Partners, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flow, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Contingent Consideration – Refer to Notes 2 and 6 to the financial statements

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Contingent payment obligations related to business combinations are recorded at fair value upon acquisition and are remeasured at fair value each reporting date.

During the year, the contingent payment obligations associated with the 2021 acquisitions of NFJ Investment Group (“NFJ”) and Westchester Capital Management (“Westchester”) were valued to reflect remeasurement and payments made, if applicable, and changes were recorded in the current period as a change in fair value of contingent consideration on the consolidated statements of operations.

Management uses simulation models to determine the fair value of the Company's estimated contingent liability given the variable nature of the arrangements and the significant management judgments in estimating revenue growth rates, discount rates, and the market price of risk adjustment.

During the year, the contingent payment obligation associated with the 2021 acquisition of NFJ Investment Group (“NFJ”) was valued to reflect remeasurement and payments made, if applicable, and changes were recorded in the current period as a change in fair value of contingent consideration on the consolidated statements of operations.

Management uses models to determine the fair value of the Company's estimated contingent liability given the variable nature of the arrangements and the management judgments in estimating revenue growth rates, discount rates, and the market price of risk adjustment.

Contingent payment obligations related to asset acquisitions, if estimable and probable of payment, are initially recorded at their estimated value and reviewed every reporting period for changes.

During the year, the contingent payment obligations associated with the 2021 asset acquisition as part of the strategic partnership with Allianz Global Investors (“AllianzGI”) was valued to reflect remeasurement and payments made, if applicable, and changes were recorded in the current period as adjustments to the initial acquisition cost, recorded as intangible assets, on the consolidated balance sheet.

The valuations of the AllianzGI, NFJ and Westchester contingent payment obligations use unobservable inputs and reflect management’s own judgments about the assumptions market participants would use in pricing the liabilities.

During the year, the contingent payment obligation associated with the 2021 asset acquisition as part of the strategic partnership with Allianz Global Investors (“AllianzGI”) was valued to reflect remeasurement and payments made, if applicable, and changes were recorded in the current period as adjustments to the initial acquisition cost, recorded as intangible assets, on the consolidated balance sheet.

The valuations of the AllianzGI and NFJ contingent payment obligations use unobservable inputs and reflect management’s own judgments about the assumptions market participants would use in pricing the liabilities.

Auditing the estimates involved a high degree of auditor judgment and an increased extent of effort.

With the assistance of our internal fair value specialists, for the fair value of the business combination contingent consideration, we evaluated management’s judgments utilized within the simulation model related to revenue growth rates, discount rates, and the market price of risk adjustment.

With the assistance of our internal fair value specialists, for the fair value of the business combination contingent consideration, we evaluated management’s judgments utilized within the model related to revenue growth rates, discount rates, and the market price of risk adjustment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of the contingent consideration liability for the AllianzGI, NFJ and Westchester acquisitions included the following, among others:

Our audit procedures related to the valuation of the contingent consideration liability for the AllianzGI and NFJ acquisitions included the following, among others:

• We tested the design and operating effectiveness of controls over management’s valuation of the contingent consideration liability.

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We further evaluated whether the business assumptions used were appropriate and reasonable.

• With the assistance of our internal fair value specialists, we performed the below procedures related to the NFJ and Westchester contingent consideration liability:

• With the assistance of our internal fair value specialists, we performed the below procedures related to the NFJ contingent consideration liability:

– We evaluated the valuation methodology used by management to determine whether they were consistent with generally accepted accounting policies.

– We estimated the fair value of the contingent liability through the preparation of independent simulation models developed from the underlying acquisition agreements and using independently sourced input data.

– We estimated the fair value of the contingent liability through the preparation of independent models developed from the underlying acquisition agreements and using independently sourced input data.

We compared the fair value estimate produced by our independent model to the model prepared by management.

– We evaluated the appropriateness of management’s selection of guideline public companies used for market rate and risk volatility assumptions and the discount rates used by management in the simulation model.

• We evaluated whether the assumptions used were consistent with evidence obtained in other areas of the audit.

Consolidation — Consolidation of Investment Products – Refer to Notes 2 and 19 to the financial statements

Critical Audit Matter Description

The Company is required to consolidate investment products to which it provides investment management services when it (1) has a majority voting interest in an investment product that is a voting interest entity (VOE) or otherwise has the power to govern the financial and operating policies of the entity;

or (2) it is considered the primary beneficiary of an investment product that is a variable interest entity (VIE).

Management is required to evaluate whether an investment product is a VOE or a VIE upon its initial involvement with the investment product, or the occurrence of a reconsideration event.

This assessment involves management’s judgment and is determined based on a variety of factors including the capital structure of the investment product, the investment product’s activities, the equity investment at risk, and the proportionate voting and economic interests of the investors in the investment product including the Company.

For each investment product that is considered a VIE, management performs a primary beneficiary analysis to determine if it holds a controlling financial interest in the investment product.

A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Management’s evaluation of these two criteria involves judgments to analyze the governing documents of the investment product.

The level of judgment required may vary in significance based on the complexity of the voting rights and structure economic interests of the investment product and the facts and circumstances of the Company’s investment.

This required a high degree of auditor judgment and an increased extent of effort to evaluate management’s conclusions related to the power criterion and the economics criterion, including characterizing rights as protective or participating and evaluating all variable interests for the potential significance of economic exposure in the entity.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to testing the consolidation assessment of VIEs included the following, among others:

• We tested the design and operating effectiveness of controls over management’s review of the consolidation analysis of new or modified investment products during the year.

• We read and analyzed the governing documents (including the collateral management agreement, preference share subscription agreement and credit agreement, if applicable) of each investment product to assess management’s conclusions.

Our procedures included evaluating the following:

– Key facts included in management’s consolidation analysis are consistent with the governing documents and the Company’s interests in the investment products;

– Relevant terms impacting the consolidation analysis under GAAP were considered including the evaluation of whether the investment product is a VOE or VIE;

– Judgments made by management based on the capital structure of the investment product, the investment product’s activities, the equity investment at risk, and the proportionate voting and economic interests of the investors in the investment product including the Company were appropriate;

– The determined primary beneficiary of those investment products possesses both (1) the power to direct activities of the VIE and (2) the obligation to absorb losses or the right to receive benefits from the VIE.

/s/ DELOITTE & TOUCHE LLP

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Virtus Investment Partners, Inc.

Consolidated Statements of Cash Flow

Consolidated Statements of Cash Flows

Years Ended December 31,

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Stock-based compensation 23,964 32,841 26,825

Equity in earnings of equity method investments ( 2,713 ) 198 ( 187 )

Equity in (earnings) loss of equity method investments ( 3,635 ) ( 2,713 ) 198

Realized and unrealized (gains) losses on investments, net ( 4,214 ) ( 2,795 ) ( 6,132 )

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Change in cash and cash equivalents of CIP due to consolidation (deconsolidation), net 635 ( 11,372 ) ( 267 )

Acquisition of business, net of cash acquired of $ 4,395 and $ 8,443 for the years ended December 31, 2023 and 2022, respectively

Acquisition of business, net of cash acquired of $ 4,395 for the year ended December 31, 2023

— — ( 108,999 )

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Cash Flows from Financing Activities:

Borrowings on credit agreement — 50,000 —

Refinancing and borrowings on credit agreement 201,191 — 50,000

Repayments on credit agreement ( 40,254 ) ( 22,750 ) ( 52,750 )

Payment of deferred financing costs ( 7,366 ) — —

Payment of contingent consideration ( 23,140 ) ( 24,234 ) ( 27,179 )

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Taxes paid related to net share settlement of restricted stock units ( 7,847 ) ( 11,681 ) ( 13,774 )

Affiliate equity sales (purchases) ( 29,015 ) ( 20,784 ) ( 11,089 )

Investment management subsidiary equity sales (purchases) ( 24,889 ) ( 29,015 ) ( 20,784 )

Net contributions from (distributions to) noncontrolling interests 10,388 32,822 6,080

Financing activities of CIP

Borrowings by CIP 661,125 1,016,232 269,260

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Common stock dividends payable 16,068 15,676 13,467

Contingent consideration — — 1,200

Increase (decrease) to noncontrolling interests due to consolidation (deconsolidation) of CIP, net 9,221 ( 31,255 ) ( 7,170 )

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The Company provides investment management and related services to institutions and individuals.

The Company's investment strategies are offered to institutional clients through institutional separate and commingled accounts, including subadvisory services to other investment advisers and Company sponsored structured products.

The Company’s retail investment management services are provided to individuals through products consisting of:

The Company’s investment management services are provided to individuals through products consisting of:

mutual funds registered pursuant to the Investment Company Act of 1940, as amended that include U.S.

retail funds, exchange-traded funds ("ETFs");

Undertaking for Collective Investment in Transferable Securities and Qualifying Investor Funds ("global funds" and collectively with U.S.

retail funds, exchange-traded funds ("ETFs"), Undertaking for Collective Investment in Transferable Securities and Qualifying Investor Funds ("global funds" and collectively with U.S.

retail funds and ETFs the "open-end funds");

closed-end funds (collectively with open-end funds, the "funds");

retail separate accounts sold through intermediaries and wealth advisory services to high net worth clients through our wealth management business.

retail separate accounts sold through intermediaries and wealth advisory services provided to high net worth clients through our wealth management business.

Summary of Significant Accounting Policies

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Intercompany accounts and transactions have been eliminated.

Certain prior period balances on the Consolidated Balance Sheets and Consolidated Statements of Cash Flow have been reclassified to conform to the current period presentation.

These changes had no effect on net income, total comprehensive income, total assets, or total liabilities and equity as previously reported:

• Dividends payable has been reclassified to accounts payable and accrued liabilities;

• Operating lease right-of-use assets and Operating lease liabilities have been reclassified from other assets and other liabilities, respectively, as separate financial statement line items;

• Certain immaterial operating cash flow line items were condensed with other operating cash flow line items

Noncontrolling Interests

Noncontrolling interests - CIP

Noncontrolling interests - CIP represent third-party investments in the Company's CIP and are classified as redeemable noncontrolling interests on the Consolidated Balance Sheets because investors in those products are able to request withdrawal at any time.

Noncontrolling interests - Investment Manager

Noncontrolling interests - Investment Manager represents the minority interests of a majority owned consolidated investment management subsidiary.

See Note 18 for further discussion.

Notes to Consolidated Financial Statements—(Continued)

Use of Estimates

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Actual results could differ from those estimates.

Segment Information

Accounting Standards Codification ("ASC") 280, Segment Reporting , establishes disclosure requirements relating to operating segments in annual and interim financial statements.

Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the chief operating decision maker ("CODM") in deciding how to allocate resources to the segment and assess its performance.

The Company's Chief Executive Officer is the Company's CODM.

The Company operates in one business segment, namely as an asset manager providing investment management and related services for individual and institutional clients.

Although the Company provides disclosures regarding assets under management and other asset flows by product, the Company's determination that it operates in one business segment is based on the fact that the same investment professionals manage both retail and institutional products, operational resources support multiple products, such products have the same or similar regulatory framework and the Company's CODM the Company's financial performance on a consolidated level.

Cash and Cash Equivalents

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Restricted Cash

The Company considers cash and cash equivalents of CIP and cash pledged or on deposit of CIP to be restricted as it is not available to the Company for its general operations.

The Company considers cash and cash equivalents of consolidated investment products ("CIP") and cash pledged or on deposit of CIP to be restricted as it is not available to the Company for its general operations.

Investment Securities - Fair Value

Investment securities - fair value consist of investments in the Company's sponsored funds and separately managed accounts and are carried at fair value in accordance with ASC 320, Investments-Debt and Equity Securities ("ASC 320"), and Topic 321, Investments-Equity Securities ("ASC 321").

Investment securities - fair value consist of investments in the Company's sponsored funds and in separate accounts

Notes to Consolidated Financial Statements—(Continued)

and are carried at fair value in accordance with ASC 320, Investments-Debt and Equity Securities ("ASC 320"), and Topic 321, Investments-Equity Securities ("ASC 321").

These securities are marked to market based on the respective publicly quoted net asset values of the funds or market prices of the equity securities or bonds.

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If the carrying amount of an investment does exceed its fair value and the decline in fair value is deemed to be other-than-temporary, an impairment charge will be recorded.

Fair Value Measurements and Fair Value of Financial Instruments

ASC 820, Fair Value Measurement ("ASC 820") , establishes a framework for measuring fair value and a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability.

The Financial Accounting Standards Board (the "FASB") defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The valuation hierarchy contains three levels as follows:

Level 1—Unadjusted quoted prices for identical instruments in active markets.

Level 1 assets and liabilities may include debt securities and equity securities that are traded in an active exchange market.

Level 2—Quoted prices for similar instruments in active markets;

quoted prices for identical or similar instruments in markets that are not active;

and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 2 inputs may include observable market data such as closing market prices provided by independent pricing services after considering factors such as the yields or prices of comparable investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and general market conditions.

In addition, pricing services may determine the fair value of equity securities traded principally in foreign markets when it has been determined that there has been a significant trend in the U.S.

equity markets or in index futures trading.

Level 2 assets and liabilities may include debt and equity securities, purchased loans and over-the-counter derivative contracts whose fair value is determined using a pricing model without significant unobservable market data inputs.

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets.

Non-qualified Retirement Plan Assets and Liabilities

The Company has a non-qualified retirement plan (the "Excess Incentive Plan") that allows certain employees to voluntarily defer compensation.

Assets held in trust, which are considered investment securities, are included in investments at fair value in accordance with ASC 820, Fair Value Measurement ("ASC 820");

Assets held in trust, which are considered investment securities, are included in investments at fair value in accordance with ASC 820, Fair Value Measurement ;

the associated obligations to participants, which approximate the fair value of the associated assets, are included in other liabilities on the Consolidated Balance Sheets.

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Furniture, equipment and leasehold improvements are recorded at cost.

Depreciation is computed using the

Notes to Consolidated Financial Statements—(Continued)

straight-line method over the estimated useful lives of three to seven years for furniture and office equipment and three years for computer equipment and software.

Depreciation is computed using the straight-line method over the estimated useful lives of three to seven years for furniture and office equipment and three years for computer equipment and software.

Leasehold improvements are depreciated over the shorter of the remaining estimated lives of the related leases or useful lives of the improvements.

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The Company leases office space and equipment under various leasing arrangements.

In accordance with ASC 842, Leases , the Company's leases are evaluated and classified as either financing leases or operating leases, as appropriate.

In accordance with ASC 842,

Notes to Consolidated Financial Statements—(Continued)

Leases , the Company's leases are evaluated and classified as either financing leases or operating leases, as appropriate.

The Company recognizes a lease liability and a corresponding right of use ("ROU") asset on the commencement date of any lease arrangement.

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Liabilities under contingent payment arrangements are recorded within contingent consideration on the Consolidated Balance Sheets.

Contingent payment obligations related to business combinations are remeasured at fair value each reporting date using a simulation model with the assistance of an independent valuation firm and approved by management (level 3 fair value measurement).

Contingent payment obligations related to business combinations are remeasured at fair value each reporting date using a simulation model or an income approach valuation technique with the assistance of an independent valuation firm and approved by management (level 3 fair value measurement).

The change in fair value is recorded in the current period as a gain or loss.

Gains and losses resulting from changes in the fair value of contingent payment obligations are reflected within change in fair value of contingent consideration on the Consolidated Statements of Operations.

Contingent payment obligations related to asset purchases, if estimable and probable of payment, are initially

Notes to Consolidated Financial Statements—(Continued)

recorded at their estimated value and reviewed every reporting period for changes.

Contingent payment obligations related to asset purchases, if estimable and probable of payment, are initially recorded at their estimated value and reviewed every reporting period for changes.

Any changes to the estimated value are recorded as an update of the initial acquisition cost of the asset with a corresponding change to the estimated contingent payment obligation on the Consolidated Balance Sheets.

Segment Information

Accounting Standards Codification ("ASC") 280, Segment Reporting , establishes disclosure requirements relating to operating segments in annual and interim financial statements.

Operating segments are defined as components of an

Notes to Consolidated Financial Statements—(Continued)

enterprise about which separate financial information is available that is regularly evaluated by the chief operating decision maker ("CODM") in deciding how to allocate resources to the segment and assess its performance.

The Company's Chief Executive Officer is the Company's CODM.

The Company operates in one business segment, namely as an asset manager providing investment management and related services for individual and institutional clients.

Noncontrolling Interests

Noncontrolling interests - CIP

Noncontrolling interests - Investment Manager

Noncontrolling interests - Investment Manager represents the minority interests of a majority owned consolidated investment management subsidiary.

See Note 16 for further discussion.

Treasury Stock

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Distribution and Service Fees

Distribution and service fees are sales- and asset-based fees earned from open-end funds for marketing and distribution services.

Distribution and service fees are sales- and asset-based fees earned from our U.S.

retail funds for marketing and distribution services.

Depending on the fund type or share class, these fees primarily consist of an asset-based fee that is paid by the fund over a period of years to cover allowable sales and marketing expenses, or front-end sales charges that are based on a percentage of the offering price.

Asset-based distribution and service fees are primarily earned as percentages of the average daily net assets value and are paid monthly pursuant to the terms of the respective distribution and service fee contracts.

Notes to Consolidated Financial Statements—(Continued)

Distribution and service fees represent two performance obligations comprised of distribution and related shareholder servicing activities.

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The Company provides administrative fund services to its U.S.

retail funds, and certain of its closed-end funds and shareholder services to its open-end funds.

retail funds, ETFs and closed-end funds and shareholder services to its U.S.

retail funds.

Administration and shareholder services are performed over time.

The Company earns fees for these services, which are calculated and paid monthly, based on each fund's average daily or weekly net assets.

Notes to Consolidated Financial Statements—(Continued)

Administrative fund services include:

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Unanticipated changes in future operating results may have a significant impact on the realization of deferred tax assets.

Valuation allowances are provided when it is determined that it is more likely than not that the benefit of deferred tax assets will not be realized.

Valuation allowances are provided when it is

Notes to Consolidated Financial Statements—(Continued)

determined that it is more likely than not that the benefit of deferred tax assets will not be realized.

Comprehensive Income

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Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, including shares issuable upon the vesting of RSUs and stock option exercises using the treasury stock method, as determined under the if-converted method.

Notes to Consolidated Financial Statements—(Continued)

Fair Value Measurements and Fair Value of Financial Instruments

ASC 820, Fair Value Measurement, establishes a framework for measuring fair value and a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability.

Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The valuation hierarchy contains three levels as follows:

Level 1—Unadjusted quoted prices for identical instruments in active markets.

Level 1 assets and liabilities may include debt securities and equity securities that are traded in an active exchange market.

Level 2—Quoted prices for similar instruments in active markets;

quoted prices for identical or similar instruments in markets that are not active;

and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

In addition, pricing services may determine the fair value of equity securities traded principally in foreign markets when it has been determined that there has been a significant trend in the U.S.

equity markets or in index futures trading.

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets.

Recent Accounting Pronouncements

New Accounting Standards Implemented

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) .

This standard updates reportable segment disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss and provides new segment disclosure requirements for entities with a single reportable segment.

This standard is effective for annual filings of fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted, with the amendments to be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted this standard in this annual filing.

See Note 17 for a discussion of the Company's segment information.

In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718), Scope Application of Profits Interest and Similar Awards.

This standard provides clarity regarding whether profits interest and similar awards are within the scope of Topic 718 of the Accounting Standards Codification.

This standard is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company adopted this standard in this annual filing.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

New Accounting Standards Not Yet Implemented

In December 2023, the FASB issued 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.

This standard is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company has evaluated 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 adopted this standard on January 1, 2025 on a prospective basis, effective for annual financial statements for the year ended December 31, 2025.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

New Accounting Standards Not Yet Implemented

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) .

The standard requires enhanced disclosures of certain expense captions presented on the face of the Consolidated Income Statement.

This standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date which clarifies that the standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

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.

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 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.

Notes to Consolidated Financial Statements—(Continued)

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No Company clients or sponsored funds provided 10 percent or more of the Company's investment management, administration and shareholder service fee revenues in the preceding three years.

AlphaSimplex Group, LLC

On April 1, 2023, the Company completed the acquisition of AlphaSimplex Group, LLC ("AlphaSimplex"), which was accounted for in accordance with ASC 805, Business Combinations ("ASC 805").

The total purchase price paid of $ 113.4 million was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition.

Goodwill of $ 48.3 million and intangible assets of $ 55.4 million were recorded for the acquisition.

Goodwill and Other Intangible Assets

Activity in goodwill was as follows:

Years Ended December 31,

(in thousands) 2024 2023

Balance, beginning of period $ 397,098 $ 348,836

Acquisitions — 48,262

Balance, end of period $ 397,098 $ 397,098

Below is a summary of intangible assets, net:

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Balances of December 31, 2023 $ 806,655 $ ( 416,834 ) $ 389,821 $ 42,298 $ 432,119

Additions 55,400 — 55,400 — 55,400

Adjustments 2,409 — 2,409 — 2,409

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Balances of December 31, 2025 $ 810,021 $ ( 524,910 ) $ 285,111 $ 42,298 $ 327,409

Notes to Consolidated Financial Statements—(Continued)

Definite-lived intangible asset amortization for the next five and succeeding fiscal years is estimated as follows:

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At December 31, 2025, the weighted average estimated remaining amortization period for definite-lived intangible assets was 6.7 years.

There have been no changes to goodwill for the years ended December 31, 2025 and 2024.

Notes to Consolidated Financial Statements—(Continued)

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

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(1) The Company's equity method investments are valued on a three-month lag based upon the availability of financial information.

On December 15, 2025, the Company completed the acquisition of a 35 % minority interest in Crescent Cove Advisors, LP for $ 41.1 million, including transaction costs.

Investment Securities - Fair Value

Investment securities - fair value consist of investments in the Company's sponsored funds and separately managed accounts.

Investment securities - fair value consist of investments in the Company's sponsored funds and separate accounts.

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

December 31, 2024 December 31, 2023

(in thousands) Cost Fair

5 unchanged sentences

Total investment securities - fair value $ 74,227 $ 76,462 $ 82,083 $ 83,771

For the years ended December 31, 2024, 2023 and 2022, the Company recognized net realized gains of $ 3.8 million and $ 2.1 million, and a net realized loss of $ 1.4 million, respectively, related to its investment securities - fair value.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized net realized gains of $ 2.9 million, $ 3.8 million and $ 2.1 million, respectively, related to its investment securities - fair value.

Equity Method Investments

The Company's equity method investments primarily consist of a minority investment in an investment manager and an investment in a limited partnership.

The Company's equity method investments primarily consist of minority investments in Crescent Cove Advisors LP and Zevenbergen Capital Investments.

For the years ended December 31, 2025, 2024 and 2023, distributions from equity method investments were $ 4.1 million, $ 5.4 million and $ 2.3 million, respectively.

The remaining capital commitment for one of the Company's equity method investments at December 31, 2024 was $ 0.2 million.

Nonqualified Retirement Plan Assets

The Company's Excess Incentive Plan allows certain employees to voluntarily defer compensation.

Notes to Consolidated Financial Statements—(Continued)

holds the Excess Incentive Plan assets in a rabbi trust, which is subject to the claims of the Company's creditors in the event of the Company's bankruptcy or insolvency.

The Company holds the Excess Incentive Plan assets in a rabbi trust, which is subject to the claims of the Company's creditors in the event of the Company's bankruptcy or insolvency.

Each participant is responsible for designating investment options for their contributions, and the ultimate distribution paid to each participant reflects any gains or losses on the assets realized while in the trust.

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the associated obligations to participants are included in other liabilities on the Consolidated Balance Sheets.

Notes to Consolidated Financial Statements—(Continued)

Fair Value Measurements

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Equity securities 19,019 — — 19,019

Debt securities — 1,456 — 1,456

Nonqualified retirement plan assets 15,159 — — 15,159

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Cash investments in money market funds are valued using published net asset values and are classified as Level 1.

Sponsored funds represent investments in open-end funds and closed-end funds for which the Company acts as the investment manager.

The fair values of U.S.

Sponsored funds represent investments in funds for which the Company acts as the investment manager.

The fair value of U.S.

retail funds and global funds are determined based on their published net asset values and are categorized as Level 1.

The fair value of closed-end funds and ETFs is determined based on the official closing

Notes to Consolidated Financial Statements—(Continued)

price on the exchange on which they are traded and are categorized as Level 1.

The fair value of closed-end funds and ETFs is determined based on the official closing price on the exchange on which they are traded and are categorized as Level 1.

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 Debt securities represent investments in corporate and government bonds.

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 represent investments in corporate and government bonds.

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

Notes to Consolidated Financial Statements—(Continued)

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.

Nonqualified retirement plan assets represent mutual funds within the Company's nonqualified retirement plan whose fair value is determined based on their published net asset value and are categorized as Level 1.

Nonqualified retirement plan assets represent U.S.

retail funds within the Company's nonqualified retirement plan whose fair value is determined based on their published net asset value and are categorized as Level 1.

Contingent consideration represents liabilities associated with contingent payment arrangements made in connection with the Company's business combinations.

In these contingent payment arrangements, the Company agrees to pay additional transaction consideration to the seller based on future performance.

Contingent consideration is remeasured at fair value each reporting date using a simulation model with the assistance of an independent valuation firm and approved by management and are categorized as Level 3.

Contingent consideration is remeasured at fair value each reporting date using a simulation model or an income approach valuation technique with the assistance of an independent valuation firm and approved by management and are categorized as Level 3.

The following table presents a reconciliation of beginning and ending balances of the Company's contingent consideration liabilities:

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Contingent consideration, end of year $ 20,800 $ 36,100

The contingent consideration related to the Westchester Capital Management transaction as of December 31, 2024 was $ 1.9 million, measured using an options pricing model valuation technique.

The most significant unobservable inputs used relate to revenue growth rates, discount rates (range of 6.3 % - 6.4 %) and the market price of risk adjustment ( 7.3 %).

The NFJ Investment Group contingent consideration liability as of December 31, 2024 was $ 34.2 million, measured using an options pricing model valuation technique.

The contingent consideration liability at December 31, 2025 of $ 20.8 million, is related to the NFJ Group transaction.

This liability is measured using an income approach valuation technique.

The most significant unobservable inputs used relate to the revenue growth rates, discount rates (range of 5.43 % - 5.53 %) and the market price of risk adjustment ( 5.80 %).

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Furniture, equipment and leasehold improvements, net $ 21,891 $ 22,718

Notes to Consolidated Financial Statements—(Continued)

All of the Company's leases qualify as operating leases and consist primarily of leases for office facilities, which have remaining initial lease terms ranging from 0.7 to 12.6 years and a weighted average remaining lease term of 10.5 years.

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The weighted average discount rate used to measure the Company's lease liability was 7.0 % at December 31, 2025.

Lease expense totaled $ 15.1 million, $ 14.7 million and $ 14.0 million for fiscal years 2024, 2023 and 2022, respectively.

Lease expense totaled $ 17.3 million, $ 15.1 million and $ 14.7 million for fiscal years 2025, 2024 and 2023,

Notes to Consolidated Financial Statements—(Continued)

respectively.

Cash payments relating to operating leases during 2025 were $ 12.7 million.

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State 6,293 10,767 10,171

Foreign 683 — —

Total current tax expense (benefit) 42,860 48,303 43,694

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State 2,625 1,956 605

Foreign 144 — —

Total deferred tax expense (benefit) 8,401 7,120 1,394

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Notes to Consolidated Financial Statements—(Continued)

The following presents a reconciliation of the provision (benefit) for income taxes computed at the federal statutory rate to the provision (benefit) for income taxes recognized on the Consolidated Statements of Operations for the years indicated:

(in thousands) Year Ended December 31, 2025

Federal income tax expense (benefit) and tax rate $ 39,322 21 %

State and local income taxes, net of federal income tax effect (1) 7,597 4 %

Foreign tax effects 169 — %

Effect of cross-border tax laws 329 — %

Tax credits ( 704 ) — %

Change in valuation allowance 2,024 1 %

Nontaxable or Nondeductible Items

Excess tax benefits related to share-based compensation 367 — %

Nondeductible compensation 2,216 1 %

Effect of net (income) loss attributable to noncontrolling interests ( 1,472 ) ( 1 ) %

Other 342 — %

Other, net 1,071 1 %

Income tax expense (benefit) $ 51,261 27 %

(1) State and local taxes in Connecticut, California, New Jersey, New York and New York City made up the majority (greater than 50%) of the tax effect in this category.

Years Ended December 31,

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The provision for income taxes reflects U.S.

federal, state and local taxes at an effective tax rate of 27 %, 24 % and 35 % for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company's tax position for the years ended December 31, 2024, 2023 and 2022 was impacted by changes in the valuation allowance related to the unrealized and realized gains and losses on the Company's investments.

federal, state and local, and foreign taxes at an effective tax rate of 27 %, 27 % and 24 % for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company's tax position for the years ended December 31, 2025, 2024 and 2023 was impacted by changes in the valuation allowance related to the unrealized and realized gains and losses on the Company's investments and state net operating losses.

Notes to Consolidated Financial Statements—(Continued)

The components of Income (Loss) Before Income Taxes were as follows:

December 31, 2025

(in thousands)

Domestic $ 184,114

Foreign 3,135

Total Income (Loss) Before Income Taxes $ 187,249

The components of income taxes paid (net of refunds) were as follows:

December 31, 2025

(in thousands)

Domestic $ 36,000

Total cash taxes paid (net of refunds) $ 46,042

Deferred taxes resulted from temporary differences between the amounts reported on the consolidated financial statements and the tax basis of assets and liabilities.

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The Company maintained a valuation allowance in the amount of $ 19.3 million and $ 16.6 million at December 31, 2025 and 2024, respectively, relating to deferred tax assets on items of a capital nature as well as certain state deferred tax assets.

As of December 31, 2024, the Company had net operating loss carry-forwards for federal income tax purposes

Notes to Consolidated Financial Statements—(Continued)

represented by a $ 5.2 million deferred tax asset.

As of December 31, 2025, the Company had net operating loss carry-forwards for federal income tax purposes represented by a $ 4.4 million deferred tax asset.

The related federal net operating loss carry-forwards are scheduled to begin to expire in the year 2031.

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Certain state net operating loss carry-forwards are scheduled to begin to expire in 2029.

Notes to Consolidated Financial Statements—(Continued)

Internal Revenue Code Section 382 ("Section 382") limits tax deductions for net operating losses, capital losses and net unrealized built-in losses after there is a substantial change in ownership in a corporation's stock involving a 50 -percentage point increase in ownership by 5 % or larger stockholders.

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The earliest open years in the Company's major state tax jurisdictions are 2010 for Connecticut and 2022 for all of the Company's remaining state tax jurisdictions.

On July 4, 2025, the President signed into law the One Big Beautiful Bill Act (OBBBA).

The OBBBA maintains the 21 percent corporate tax rate and makes permanent many of the beneficial expired and expiring tax provisions originally enacted in the Tax Cuts and Jobs Act of 2017, including the immediate expensing of domestic research and development expenditures, more favorable interest deductibility and 100 percent bonus depreciation with effective dates in 2025.

Revisions to the international tax framework are effective in 2026.

The OBBBA did not have a material impact on our annual effective tax rate in 2025, and we do not expect it to have a material impact in 2026.

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 $ 22.8 million outstanding under the Term Loan in 2024 and had $ 236.1 million outstanding at December 31, 2024 under the Term Loan.

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 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.

The Company had $ 399.0 million outstanding at December 31, 2025 under the Term Loan.

In accordance with ASC 835, Interest , the amounts outstanding under the Company's Term Loan are presented on the Consolidated Balance Sheet net of related debt issuance costs, which were $ 9.0 million as of December 31, 2025.

Amounts outstanding under the Credit Agreement bear interest at an annual rate equal to, at the option of the Company, either SOFR (adjusted for reserves) for interest periods of one, three or six months (or, solely in the case of the revolving credit facility, if agreed to by each relevant Lender, 12 months) or an alternate base rate, in either case plus an applicable margin.

The applicable margins are 2.25 %, in the case of SOFR-based loans, and 1.25 %, in the case of alternate base rate loans.

Interest is payable quarterly in arrears with respect to alternate base rate loans and on the last day of each interest period with respect to SOFR-based loans (but, in the case of any SOFR-based loan with an interest period of more than three months, at three-month intervals).

The Credit Agreement contains SOFR and other subsequent benchmark successor provisions.

The terms of the Credit Agreement require the Company to pay a quarterly commitment fee on the average unused amount of the revolving credit facility.

The fee is initially set at 0.50 % and following the first delivery of certain financial reports, will range from 0.375 % to 0.50 %, based on the secured net leverage ratio of the Company as of the last day of the preceding fiscal quarter, as reflected in such financial reports.

The Term Loan amortizes at the rate of 1.00 % per annum payable in equal quarterly installments on the last day of each calendar quarter, commencing on December 31, 2021.

In addition, the Credit Agreement requires that the Term Loan be

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

Notes to Consolidated Financial Statements—(Continued)

mandatorily prepaid with (i) 50 % of the Company’s excess cash flow on an annual basis, stepping down to 25 % if the Company’s secured net leverage ratio declines to 2 :1 or below and stepping down to 0 % if the Company’s secured net leverage ratio declines below 1.5 :1;

(ii) 50 % of the net proceeds of certain asset sales, casualty or condemnation events, subject to customary reinvestment rights;

and (iii) 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, subject to the payment of breakage fees with respect to SOFR-based loans 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, qualifications and "baskets." 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.

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.

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 December 31, 2025 were as follows:

1 unchanged sentence

(in thousands)

2031 and thereafter 379,000

Commitments and Contingencies

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Total dividends declared on the Company's common stock were $ 65.7 million for the year ended December 31, 2025.

At December 31, 2024, $ 20.0 million was included as dividends payable in liabilities on the Consolidated Balance Sheet representing the fourth quarter dividends to be paid on February 12, 2025 for common stock shareholders of record as of January 31, 2024.

At December 31, 2025, $ 21.2 million was included in accounts payable and accrued liabilities on the Consolidated Balance Sheet representing the fourth quarter dividends to be paid on February 11, 2026 for common stock shareholders of record as of January 31, 2026.

On February 25, 2026, the Company declared a quarterly cash dividend of $ 2.40 per common share to be paid on May 13, 2026 to shareholders of record at the close of business on April 30, 2026.

36 unchanged sentences

During the years ended December 31, 2025 and 2024, the Company granted 37,777 and 29,276 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.

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 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.

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Total anti-dilutive securities 24 1 2

ASC 280 establishes disclosure requirements relating to operating segments in annual and interim financial statements.

Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the CODM in deciding how to allocate resources to the segment and assess its performance.

The Company's Chief Executive Officer is the Company's CODM.

The Company operates in one business segment, namely as an asset manager providing investment management and related services for individual and institutional clients.

Although the Company provides disclosures regarding assets under management and other asset flows by product, the Company's determination that it operates in one business segment is based on the fact that the same investment professionals manage both retail and institutional products, operational resources support multiple products, such products have the same or similar regulatory framework and the Company's CODM reviews the Company's financial performance on a consolidated level.

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

In addition, the CODM uses net income in deciding whether to reinvest profits or allocate profits to other uses of capital, such as for acquisitions or to pay dividends.

All expense categories on the Consolidated Statements of Operations are significant and there are no other significant segment expenses that would require disclosure.

Assets provided to the CODM are consistent with those reported on the Consolidated Balance Sheets.

Redeemable Noncontrolling Interests

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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 in the investment management subsidiary are recorded at estimated redemption value within redeemable noncontrolling interests on the Company's Condensed Consolidated Balance

Notes to Consolidated Financial Statements—(Continued)

Sheets, and any changes in the estimated redemption value are recorded on the Condensed Consolidated Statements of Operations within noncontrolling interests.

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

Redeemable noncontrolling interests for the year ended December 31, 2025 included the following amounts:

(in thousands) CIP Noncontrolling Interests - Investment Manager Total

Redeemable Noncontrolling Interests

(in thousands) CIP Investment Manager Total

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

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Equity awards of majority-owned investment management subsidiary

The Company also issues equity-based profit-interest awards of the investment manager to certain of its employees, with certain awards having up to a three-year vesting period when issued.

The Company also issues equity-based profit-interest awards of the investment manager to certain of its employees,

Notes to Consolidated Financial Statements—(Continued)

with certain awards having up to a three-year vesting period when issued.

These profit-interest awards are subject to holder put rights and Company call rights at established multiples of earnings before interest, taxes, depreciation and amortization, with certain awards also subject to pre-established thresholds.

The profit-interest awards are accounted for as cash settled liability awards under ASC 718, with changes in value at each reporting date recognized as compensation expense over the requisite service period if any, in the Company’s Consolidated Statements of Operations.

The awards are classified as a liability within accrued compensation and benefits on the Consolidated Balance Sheets until the award is settled.

Additionally, these profit-interest awards have a right to participate in distributions of the affiliate which are recorded as compensation expense in the Company’s Consolidated Statements of Operations.

The awards are accounted for as cash-settled liability awards under ASC 718, with changes in value at each reporting date recognized as compensation expense over the requisite service period, if any, in the Company’s Consolidated Statements of Operations.

The awards are classified as a liability within accrued compensation and benefits on the Consolidated Balance Sheets until the awards are settled.

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

Accrued compensation associated with these awards was $ 14.4 million and $ 19.4 million at December 31, 2025 and 2024, respectively.

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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.

Notes to Consolidated Financial Statements—(Continued)

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

12 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 December 31, 2024, the Company consolidated seven CLOs.

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

At December 31, 2025, the Company consolidated eight CLOs.

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

Investments of CLOs

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

Notes to Consolidated Financial Statements—(Continued)

Notes Payable of CLOs

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Total Beneficial Interests $ 117,824

Notes to Consolidated Financial Statements—(Continued)

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

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

December 31, 2025

14 unchanged sentences

Total Economic Interests $ 3,546

Notes to Consolidated Financial Statements—(Continued)

Fair Value Measurements of CIP

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Total liabilities measured at fair value $ 225 $ 2,359,828 $ — $ 2,360,053

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2024

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Level 1 liabilities consist of short sales transactions in which a security is sold that is not owned or is owned but there is no intention to deliver, in anticipation that the price of the security will decline.

Short sales are recorded on the Condensed Consolidated Balance Sheets within other liabilities of CIP and are classified as Level 1 based on the underlying equity security.

Short sales are recorded on the Consolidated Balance Sheets within other liabilities of CIP and are classified as Level 1 based on the underlying equity security.

Level 2 liabilities consist of notes payable issued by CLOs and are measured using the measurement alternative in ASU 2014-13.

Accordingly, the fair value of CLO liabilities was measured as the fair value of CLO assets less the sum of (i) the fair value of the beneficial interests held by the Company, and (ii) the carrying value of any beneficial interests that represent compensation for services.

Notes to Consolidated Financial Statements—(Continued)

compensation for services.

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 December 31, 2025 and 2024 approximated fair value due to the short-term nature of the instruments.

Notes to Consolidated Financial Statements—(Continued)

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:

Year Ended December 31,

(in thousands) 2024 2023

(in thousands) Year Ended December 31,

Level 3 Investments of CIP (1) 2025 2024

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At December 31, 2025, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $ 67.4 million.

ASC 280 establishes disclosure requirements relating to operating segments in annual and interim financial statements.

The Company's Chief Executive Officer is the Company's CODM.

The Company operates in one business segment, namely as an asset manager providing investment management and related services for individual and institutional clients.

Although the Company provides disclosures regarding assets under management and other asset flows by product, the Company's determination that it operates in one business segment is based on the fact that the same investment professionals manage both retail and institutional products, operational resources support multiple products, such products have the same or similar regulatory framework and the Company's CODM reviews the Company's financial performance on a consolidated level.

In addition, the CODM uses net income in deciding whether to reinvest profits or allocate profits to other uses of capital, such as for acquisitions or to pay dividends.

All expense categories on the Consolidated Statements of Operations are

Notes to Consolidated Financial Statements—(Continued)

significant and there are no other significant segment expenses that would require disclosure.

Assets provided to the CODM are consistent with those reported on the Consolidated Balance Sheets.

Keystone Agreement

On December 5, 2025, the Company entered into an agreement to acquire a majority interest in Keystone National Group ("Keystone"), an investment manager specializing in asset-centric private credit.

Under the agreement, the Company would purchase a majority interest in Keystone for consideration of $ 200.0 million at closing and up to an additional $ 170.0 million of deferred consideration, including earnout payments subject to the achievement of future revenue targets.

The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions, necessary regulatory approvals and client approvals, including approvals by the Keystone registered fund shareholders.

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

What changed 10-K

Item 9A. Controls and Procedures