AAMI 10-K & 10-Q changes, risk factors and insider trading
Acadian Asset Management Inc. · NYSE · Investment Advice · CIK 1748824 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “The U.K. exit from the EU (“Brexit”) could adversely impact our business.”
Largest changes
“Our investment strategies are materially affected by market and economic conditions throughout the world, including conditions relating to interest rates, availability of credit, inflation rates, economic uncertainty and growth (or contraction), changes in laws (including laws relating to taxation), trade barriers, commodity prices, currency exchange rates, and liquidity conditions in equity and debt capital markets. Although decelerating, inflation remains above the U.S. Federal Reserve’s target levels. …”see in full comparison
“The U.K. exit from the EU (“Brexit”) could adversely impact our business.”see in full comparison
In addition to providing investment management services, we must have the necessary operational capabilities to manage our business effectively in accordance with client expectations and applicable law. The required non-investment management functions include sales, marketing, portfolio recordkeeping and accounting, security pricing, trading activity, investor reporting, corporate governance, compliance, net asset value computations, account reconciliations and calculations of required distributions to accounts. Some of these functions are performed either independently or with the support of or in conjunction with us or third-party service providers that we oversee. Also, we may be highly dependent on specially developed proprietary systems, including proprietary computer code. Any material failure to properly develop, update, review, test or maintain sufficient technological infrastructure, including applicable controls, or perform and monitor non-investment management functions and operations, or adequately oversee the entities that provide the services, could result in potential liability to clients, regulatory sanctions, investment losses, loss of clients and damage to our reputation. Our or our third-party service providers’ use of artificial intelligence (“AI”) technologies could result in new and expanded risks, particularly as the use of AI applications increases in prevalence and scope. Our failure to effectively manage the development and use of AI, our competitors' development or use of AI, and an evolving AI regulatory environment could have an adverse effect on our growth prospects, reputation, or business and results of operations.see in full comparison
“Beginning January 1, 2021, EU laws ceased to apply in the U.K. Brexit has resulted in increased complexity to our operations, including the ability of our UK subsidiary to access the European Economic Area. Future EU or U.K.-based legislation or agreements enacted in response to Brexit may have a further adverse impact on us or our investments. …”see in full comparison
A significant portion of our assets are invested in a limited number of investment strategies. As of December 31,see in full comparison2024,2025,$52$81 billion, or45%,46%, of our assets under management were concentrated acrossthreefive investment strategies:Acadian Global Equity ($19 billion, or 16%)Acadian Emerging Markets Equity ($21 billion, or 12%) Acadian Enhanced Global Equity ($18 billion, or16%10%), Acadian All-Country World ex-U.S. Equity ($17 billion, or 10%), Acadian Non-U.S. Small-Cap Equity ($14 billion, or 8%), and AcadianAll-Country World ex-USNon-U.S. Equity ($15$12 billion, or13%6%). Consequently, our results of operations are dependent upon our ability to minimize the risk of outflows from these strategies through relatively strong performance over measured periods of time compared to relevant benchmarks and peer performance results. Also, certain investors may evaluate us on the basis of the asset-weighted performance of our assets under management. A relatively small change in the relative performance of one of our largest strategies, such as Acadian Emerging Markets Equity, could have a significant impact on the asset-weighted performance of our assets under management. Such volatility could adversely affect our results of operations and investors’ perception of us.
“We may incur additional indebtedness in the future for a variety of business reasons, including in relation to our share repurchases, for seed or co-investment capital, or for other strategic reasons.”see in full comparison
Full comparison: every changed paragraph (22)
Substantially all of our revenue generation is dependent on Acadian LLC, whowhich receives the majority of theirits fees based on the values of assets under management. Substantially all of our cash flows consist of distributions received from Acadian LLC. As a result, our cash flows and ability to fund operations are largely dependent upon the profitability of Acadian LLC.
Our ability to attract and retain assets under management and generate earnings is dependent on maintaining competitive investment performance, as well as marketmarket, economic and other factors.
In addition, assets could be withdrawn for any number of reasons other than poor absolute or relative investment performance, including macro-economic factors unrelated to investment performance, a reduction in market demand for the asset classes, products or strategies we offer, the loss of key personnel, price declines in the securities markets generally, price declines in those assets in which client assets are concentrated or changes in investment patterns of clients, a failure by us to comply with applicable client and regulatory investment guidelines, or factors wholly unrelated to us. Any of these factors could have a negative impact on our results of operations and financial condition.
Our investment strategies are materially affected by market and economic conditions throughout the world, including conditions relating to interest rates, availability of credit, inflation rates, economic uncertainty and growth (or contraction), changes in laws (including laws relating to taxation), trade barriers, commodity prices, currency exchange rates, and liquidity conditions in equity and debt capital markets. Although decelerating, inflation remains above the U.S. Federal Reserve’s target levels. Despite multiple federal fund rate decreases since 2024, interest rates remain elevated, and the pace of future rate decreases remains uncertain. Periods of elevated inflation and high interest rates can contribute to significant volatility in debt and equity markets and economic deceleration, which may adversely impact the value of our clients' investments and our ability to attract and retain assets under management. Any of these factors could have a negative impact on our results of operations and financial conditions.
A significant portion of our assets are invested in a limited number of investment strategies. As of December 31, 2024,2025, $52$81 billion, or 45%,46%, of our assets under management were concentrated across threefive investment strategies: Acadian Global Equity ($19 billion, or 16%) Acadian Emerging Markets Equity ($21 billion, or 12%) Acadian Enhanced Global Equity ($18 billion, or 16%10%), Acadian All-Country World ex-U.S. Equity ($17 billion, or 10%), Acadian Non-U.S. Small-Cap Equity ($14 billion, or 8%), and Acadian All-Country World ex-USNon-U.S. Equity ($15$12 billion, or 13%6%). Consequently, our results of operations are dependent upon our ability to minimize the risk of outflows from these strategies through relatively strong performance over measured periods of time compared to relevant benchmarks and peer performance results. Also, certain investors may evaluate us on the basis of the asset-weighted performance of our assets under management. A relatively small change in the relative performance of one of our largest strategies, such as Acadian Emerging Markets Equity, could have a significant impact on the asset-weighted performance of our assets under management. Such volatility could adversely affect our results of operations and investors’ perception of us.
In addition to providing investment management services, we must have the necessary operational capabilities to manage our business effectively in accordance with client expectations and applicable law. The required non-investment management functions include sales, marketing, portfolio recordkeeping and accounting, security pricing, trading activity, investor reporting, corporate governance, compliance, net asset value computations, account reconciliations and calculations of required distributions to accounts. Some of these functions are performed either independently or with the support of or in conjunction with us or third-party service providers that we oversee. Also, we may be highly dependent on specially developed proprietary systems, including proprietary computer code. Any material failure to properly develop, update, review, test or maintain sufficient technological infrastructure, including applicable controls, or perform and monitor non-investment management functions and operations, or adequately oversee the entities that provide the services, could result in potential liability to clients, regulatory sanctions, investment losses, loss of clients and damage to our reputation. Our or our third-party service providers’ use of artificial intelligence (“AI”) technologies could result in new and expanded risks, particularly as the use of AI applications increases in prevalence and scope. Our failure to effectively manage the development and use of AI, our competitors' development or use of AI, and an evolving AI regulatory environment could have an adverse effect on our growth prospects, reputation, or business and results of operations.
Pursuant to the Advisers Act, investment advisory agreements between Acadian LLC, whowhich is a U.S. registered investment advisers and theirits clients are not assignable without the consent of the client. As required by the Investment Company Act of 1940, or (the “Investment Company Act,Act”), investment advisory agreements and sub-advisory agreements between Acadian LLC and investment company clients and/or the investment advisers to those investment companies terminate upon their assignment. Assignment, as generally defined, includes direct assignments as well as assignments that may be deemed to occur, under certain circumstances, upon the direct or indirect transfer of a “controlling block” of the voting securities of Acadian LLC. A transaction is not deemed an assignment under the Advisers Act or the Investment Company Act, however, if it does not result in a change of actual control or management of Acadian LLC.
In addition, the development and use of various technologies based on machine learning and artificial intelligenceAI is expanding rapidly in our industry. Our use, directly or indirectly, of these technologies could result in new or expanded risks to our business, including but not limited to legal and regulatory risk and the risk that information generated using such technologies is inaccurate, misleading, incomplete or otherwise flawed. To the extent that we do not anticipate or effectively mitigate these risks through policies, controls and procedures, and systems, there could be a material adverse effect on our financial condition and results of operations.
Acadian LLC may serve as general partner, managing member or their equivalents for investment products that are organized as partnerships or other commingled vehicles. As such, we may be exposed to liability in the limited liability company, partnership or investment vehicle or required to undertake certain obligations under applicable law that we or they otherwise would not be required to undertake as a holding company or investment adviser. In additionaddition, we may be deemed to be a control person of Acadian LLC as that term is defined in various U.S. federal and state statutes and, as such, potentially liable for the acts of Acadian LLC or its employees. Consequently, if under such circumstances Acadian LLC incurs liabilities or expenses that exceed its ability to pay, we may be directly or indirectly liable for its payment to the extent provided in the governing documents of the limited liability company, partnership or investment vehicle or under applicable law. While we maintain errors and omissions and general liability insurance in amounts believed to be adequate to cover certain potential liabilities, we cannot be certain that claims will not be made against us that exceed the limits of available insurance coverage, that the insurers will remain solvent and will meet their obligations to provide coverage or that an adequate amount of insurance coverage will continue to be available to us at a reasonable cost. A judgment against us in excess of available insurance coverage could have a material adverse impact on our business and financial condition.
As of December 31, 2024,2025, we had $275.0$200.0 million of long-term bondsdebt outstanding. For additional information regarding our long-term bonds,debt, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Working CapitalBorrowings and Long-Term Debt.”
We may incur additional indebtedness in the future for a variety of business reasons, including in relation to our share repurchases, for seed or co-investment capital, or for other strategic reasons.
We may incur additional indebtedness in the future for a variety of business reasons, including in relation to our share repurchases, for seed or co-investment capital, or for other strategic reasons. The level of our indebtedness has important consequences to investors in our securities. For example, our level of indebtedness may require us to use a substantial portion of our cash flow from operations to pay interest and principal on our debt, which would reduce the funds available to us for working capital, capital expenditures and other general corporate purposes and may limit our ability to pay future dividends. Too much debt may limit our ability to implement our business strategy; heighten our vulnerability to downturns in our business, the financial services industry or in the general economy and limit our flexibility in planning for, or reacting to, changes in our business and the financial services industry; limit our access to additional debt; or prevent us from taking advantage of business opportunities as they arise or successfully carrying out our plans to expand our business and our product offerings. Any of these consequences could have a material adverse effect on our financial condition or results of operations.
Our ability to finance our operations, strategic initiatives and maturing obligations under our long-terms bonds is dependent on future issuances of long-term bonds or other financing options and our future operating performance.performance and other financing options. Any future inability to obtain financing on reasonable terms and with reasonable restrictions on the operation of our business could impair our liquidity, have a negative impact on our growth and negatively impact our financial condition.
We are subject to privacy and security laws in the various jurisdictions in which we operate, obtain or store personally identifiable information. The legislative and regulatory landscape for privacy and data protection continues to evolve, and there has been an increasing focus on privacy and data protection issues with the potential to affect our business. For example, certain of our processing activities are subject to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and also as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) (“U.K. GDPR”), along with the Data Protection Act 2018 and the Data (Use and Access) Act in the U.K. (“Act”) (together “EU/U.K. Data Protection Laws”). The EU/U.K. Data Protection Laws have a wide territorial reach and apply to data controllers and data processors which have an establishment in the EU/U.K., or which offer goods or services to, or monitor the behavior of, data subjects in the EU and U.K. The EU/U.K. Data Protection Laws impose stringent operational requirements on data controllers and data processors. These include (i) accountability and transparency obligations which require organizations to demonstrate and record compliance with the EU/U.K. Data Protection Laws and to provide detailed information to data subjects regarding the processing of their personal data, (ii) obligations to consider data privacy as any new products or services are developed and to limit the amount of information they collect, process and store, (iii) ensuring and maintaining an appropriate level of security for personal data, and (iv) reporting breaches to data protection authorities and, in some cases, affected individuals. The EU/U.K. Data Protection Laws give strong enforcement powers to data protection authorities in the EU/U.K., and introduce significant penalties for non-compliance, with fines of up to 4% of total annual worldwide turnover or €20 million/£17.5 million (as applicable) (whichever is higher), depending on the type and severity of the breach.
Our operations are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, or (the FCPA,“FCPA”), the U.K. Bribery Act 2010,2010 or (the “Bribery Act,Act”), and other anti-corruption laws that apply in countries where we do business. The FCPA, the Bribery Act and other applicable anti-corruption laws generally prohibit us and our employees and intermediaries from paying bribes, receiving bribes or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We and our commercial partners operate in a number of jurisdictions that may pose an elevated risk of corruption, and we participate in collaborations and relationships with third parties whose actions could potentially subject us to liability under FCPA, the Bribery Act or local anti-corruption laws.
The U.K. exit from the EU (“Brexit”) could adversely impact our business.
Beginning January 1, 2021, EU laws ceased to apply in the U.K. Brexit has resulted in increased complexity to our operations, including the ability of our UK subsidiary to access the European Economic Area. Future EU or U.K.-based legislation or agreements enacted in response to Brexit may have a further adverse impact on us or our investments. Brexit also may result in significant market dislocation, heightened counterparty risk and an adverse effect on the management of market risk, particularly asset and liability management due in part to redenomination of financial assets and liabilities, an adverse effect on our ability to manage, operate and invest and increased legal, regulatory or compliance burden for us, each of which could have a negative impact on our operations, investments, financial condition, returns or prospects.
Furthermore, the development and use of various technologies based on machine learning and artificial intelligenceAI is expanding rapidly in our industry. To the extent we do not effectively avail ourselves of new technologies, others in our industry may have a competitive advantage over us, which could have a material adverse effect on our financial condition and results of operations.
Acadian LLC is subject to extensive regulation in the U.S. through its primary regulator, the SEC, under the Advisers Act. To the extent Acadian LLC acts as investment adviser or sub-adviser to registered investment companies, it must also comply with the terms of the Investment Company Act and the rules thereunder. The Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary, record keeping, advertising and operational requirements, disclosure obligations, and prohibitions on fraudulent activities. The Investment Company Act regulates the structure and operations of registered investment companies and imposes additional obligations on advisers to registered investment companies, including detailed disclosure and regulatory requirements applicable to the registered investment companies and additional compliance responsibilities which must strictly be adhered to by the funds and their advisers. Acadian LLC may also be subject to the rules and regulations adopted by the Commodity Futures Trading Commission, under the Commodity Exchange Act; by the Department of Labor, under ERISA; the Financial Industry Regulatory Authority, Inc., or FINRA;Inc. and state regulators.
We also are subject to the regulatory environments of the non-U.S. jurisdictions in which we operate, some of which also recently implemented or are in the process of implementing changes in regulations. In the U.K., we are subject to regulation by the Financial Conduct Authority, or FCA, which imposes a comprehensive system of regulation on investment advisers and the manner in which we conduct our business. We may also be registered from time to time in jurisdictions outside of the United States and will be subject to applicable regulation in those jurisdictions. We additionally are subject to regulation relating to the offer and sale of financial products in each of the EU countries in which we operate. The system of financial regulation outside the United States continues to develop and evolve and, as a result, the rules to which we are subject (including rules relating to the remuneration of staff) are and will continue to be subject to change. As we execute on our growth strategy and continue to expand our distribution efforts into non-U.S. jurisdictions, including other member countries of the EU, Latin America, the Middle East and Asian countries, we may be required to register with additional foreign regulatory authorities or otherwise comply with non-U.S. rules and regulations that currently are not applicable to our business and with respect to which we may have limited or no compliance experience. Our lack of experience in complying with any such non-U.S. or non-English laws and regulations may increase our risk of becoming a party to litigation or subject to regulatory actions. Additionally, one or more of the jurisdictions in which we operate may require our stockholders to seek the approval of, or provide notice to, an applicable regulator before acquiring a substantial amount of our outstanding shares.
As of FebruaryDecember 14,31, 2025, Paulson & Co. Inc. (“Paulson”) ownsand 23.9%related parties thereof held 21.8% of our common stock. This concentration of ownership may have the effect of delaying or preventing a change in control of us or discouraging others from making tender offers for our common stock. It also may make it difficult for other stockholders to replace management and may adversely impact the trading price of our common stock because investors often perceive disadvantages in owning common stock in companies with significant stockholders. Additional repurchases of our common stock could, without any action by Paulson, further increase Paulson’s concentration of ownership. Additionally, Paulson has the right to appoint one director so long as it holds at least 7% of our outstanding common stock. Paulson also has the right to transfer this appointment right to a transferee that acquires from Paulson the foregoing percentage of our common stock, at which point such unknown third party may have a meaningful ability to influence our business.
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or (the “Exchange Act,Act”), and are required to implement specific corporate governance practices and adhere to a variety of reporting requirements under the Sarbanes-Oxley Act of 2002,2002 or Sarbanes-Oxley,(“Sarbanes-Oxley”), and the related rules and regulations of the SEC, as well as the rules of the NYSE. The Exchange Act requires us to file annual, quarterly and current reports with respect to our business and financial condition. Our management and other personnel devote substantial time to compliance with our public company obligations. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly.
Management's Discussion & Analysis (MD&A)
New heading “The Delayed Draw Term Loan Credit Agreement and Revolving Credit Agreement”
Removed heading “Amortization of Acquired Intangibles Expense”
Removed heading “Revolving Credit Facility”
Largest changes
“Financial covenants under the Term Facility include the quarterly maintenance by the Acadian LLC of (i) a maximum Consolidated Net Leverage Ratio (as defined in the DDTL Credit Agreement) of not greater than 2.5x and (ii) a minimum Consolidated Interest Coverage Ratio (calculated as the ratio of Acadian LLC Consolidated EBITDA (as defined in the DDTL Credit Agreement), divided by Acadian LLC interest expense for the four consecutive fiscal quarters ended on or immediately prior to the date of determination) of not less than 4.0x. …”see in full comparison
Year ended December 31,see in full comparison20232024 compared to year ended December 31,20222023: Quant & Solutions segment ENI expense increased$24.9$34.8 million, or9%,12%, from$266.6 million for the year ended December 31, 2022 to$291.5 million for the year ended December 31,2023.2023 to $326.3 million for the year ended December 31, 2024. Quant & Solutions segment ENI fixed compensation and benefits expense increased9.6%,4.7%,driven by cost of living increases andreflecting the cost of new hires supporting our growthinitiatives.initiatives and cost of living increases, partially offset by cost savings realized from restructuring in late 2023. Quant & SolutionssegmentENI variable compensation expense is based on contractual percentage of earnings before variable compensation and also includes a formulaic split of performance fee revenue that gets deferred and recognized as variable compensation expense over a three-year vesting period. The deferred nature of the bonus earned on performance fee revenues can result in compensation expense variability that is uncorrelated to current period earnings. Quant & Solutions ENI variable compensation expense increased6.5%,17.3%, primarily as a result of higher earnings before variable compensation. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the year ended December 31, 2024 is driven by higher operating earnings and theinclusionleveraged nature ofdeferredthiscompensationdistributionexpense earned on current and prior year performance fee revenues.share. Quant & Solutions ENI general and administrative expense increased17.4% primarily9.5%primarily due to higher systems,consultantoutside services and portfolio administrative costs,asreflectingwellourascontinuedtheinvestmentimpactinofgrowthinflationinitiatives andchangescapabilities,inpartiallyforeignoffsetcurrency.by lower consultant costs.
Year ended December 31,see in full comparison20232024 compared to year ended December 31,20222023: Compensation and benefits expense increased$58.7$47.6 million, or36.9%,21.8%, from$159.2 million for the year ended December 31, 2022 to$217.9 million for the year ended December 31,2023.2023Fixedtocompensation and benefits increased $7.0 million, or 8.1%, from $86.1$265.5 million for the year ended December 31,20222024.toFixed compensation and benefits increased $4.7 million, or 5.0%, from $93.1 million for the year ended December 31,2023, primarily reflecting cost of living increases and the new hires2023 tosupport our growth initiatives. Variable compensation increased $11.9 million, or 11.9%, from $100.3$97.8 million for the year ended December 31,20222024,toprimarily reflecting the cost of new hires supporting our growth initiatives and cost of living increases, partially offset by cost savings realized from restructuring at Acadian LLC in late 2023. Variable compensation increased $10.5 million, or 9.4%, from $112.2 million for the year ended December 31,2023.2023 to $122.7 million for the year ended December 31, 2024. The increase was primarily attributable toseverance-relatedhighercostspre-bonus profits in the year ended December 31,20232024,andpartiallythe inclusion of deferred compensation expense earned on current and prior year performance fee revenues, of which Acadian LLC’s share is determinedoffset byalowercontractualrestructuringsplit and recognized as compensation expense over a vesting period.expenses. Sales-based compensationdecreasedincreased$(0.1)$4.5 million, or(1.3)%,59.2%, from$7.7 million for the years ended December 31, 2022 to$7.6 million for the year ended December 31, 2023astoa$12.1resultmillionoffor thestructureyearofendedsales-basedDecembercompensation31,programs,2024, driven bythehighertiminggrossof asset inflows which trigger sales-based compensationsales inboth current and prior periods.2024. Acadian LLC key employee distributionswereincreasedunchanged$4.6atmillion, or 90.2%, from $5.1 million for the year ended December 31, 2023 to $9.7 million for the year ended December 31, 2024. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the year ended December 31, 2024 was driven by higher operating earnings and2022,therespectively.leveraged nature of this distribution share. Revaluations of Acadian LLC key employee equity changed by$39.9$23.3million in 2023,million, reflecting revaluations of key employee ownership interests at Acadian LLC, as the value of the equity plan liability decreased $(40.0) million for the year ended December 31, 2022, and decreased $(0.1) million for the year ended December 31,2023.2023, and increased $23.2 million for the year ended December 31, 2024. For certain tiers of Acadian LLC equity, revaluations are calculated based on earnings above a threshold. Thechanges in value year over year reflect changes in earnings, as well as changes in inputs usedchange in thevaluationrevaluationmodel,in the year ended December 31, 2024 was driven by higher earnings period over period, includingmarketearningsriskoverassumptionstheandthresholddiscountforrates.certain Acadian LLC equity.
Year ended December 31,see in full comparison20242025 compared to year ended December 31,20232024: Compensation and benefits expense increased$47.6$48.4 million, or21.8%,18.2%, from$217.9 million for the year ended December 31, 2023 to$265.5 million for the year ended December 31,2024.2024Fixedtocompensation and benefits increased $4.7 million, or 5.0%, from $93.1$313.9 million for the year ended December 31,20232025.toFixed compensation and benefits increased $4.3 million, or 4.4%, from $97.8 million for the year ended December 31,2024,2024primarilytoreflecting the cost of new hires supporting our growth initiatives and cost of living increases, partially offset by cost savings realized from restructuring at Acadian LLC in late 2023. Variable compensation increased $10.5 million, or 9.4%, from $112.2$102.1 million for the year ended December 31,20232025,toprimarily reflecting cost of living increases and an increase in the cost of employee benefits. Variable compensation increased $3.0 million, or 2.4%, from $122.7 million for the year ended December 31,2024.2024 to $125.7 million for the year ended December 31, 2025. The increase was primarily attributable to higher pre-bonus profits in the year ended December 31,2024,2025, partially offset by lowerrestructuringdeferredexpensesbonus earned on performance fee revenues in the current year. The deferred nature of the bonus earned on performance fee revenues can result in compensation expense variability that is uncorrelated to current period earnings. Sales-based compensation increased$4.5$4.9 million, or59.2%,40.5%, from$7.6 million for the year ended December 31, 2023 to$12.1 million for the year ended December 31,2024,2024driventoby higher gross sales in the current year. Acadian LLC key employee distributions increased $4.6 million, or 90.2%, from $5.1$17.0 million for the year ended December 31,20232025,todriven by the increase in asset inflows. Acadian LLC key employee distributions increased $11.7 million, or 120.6%, from $9.7 million for the year ended December 31,2024.2024 to $21.4 million for the year ended December 31, 2025. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the current period is driven by higher operating earningsin the current periodand the leveraged nature of this distribution share. Revaluations of Acadian LLC key employee equity changed by$23.3$24.5 million in2024,2025, reflecting revaluations of key employee ownership interests at Acadian LLC, as the value of the equity plan liabilitydecreased $(0.1) million for the year ended December 31, 2023, andincreased $23.2 million for the year ended December 31,2024.2024, and increased $47.7 million for the year ended December 31, 2025. For certain tiers of Acadian LLC equity, revaluations are calculated based on earnings above a threshold. The change in the revaluation in the current period is driven by higher earnings period over period, including earnings over the threshold for certain Acadian LLCequity.equity, as well as changes in inputs used in the valuation model, including market risk assumptions and discount rates.
“The Delayed Draw Term Loan Credit Agreement and Revolving Credit Agreement”see in full comparison
“Borrowings under the Revolving Credit Agreement bear interest, at Acadian LLC's option, at a rate per annum equal to (i) Term SOFR (as defined in the Revolving Credit Agreement) for the applicable interest period plus an applicable margin equal to a range of 1.5% to 2.0% depending on Acadian LLC’s Consolidated Leverage Ratio (as defined in the Revolving Credit Agreement) or (ii) an alternate base rate (defined as a rate equal to the highest of (i) the Federal Funds Rate plus 0.5%, (ii) Bank of America's published "prime rate" and (iii) Term SOFR plus 1.0%) plus an applicable margin equal to a …”see in full comparison
Full comparison: every changed paragraph (103)
•Capital Resources and Liquidity discusses our key balance sheet data. This section discusses Cash Flows from the business; Working Capital and Long-Term Debt; Borrowings and Debt; Other Compensation Liabilities; Adjusted EBITDA; Future Capital Needs; and Commitments, Contingencies and Off-Balance Sheet Obligations. The discussion of Adjusted EBITDA includes an explanation of how we calculate Adjusted EBITDA and a reconciliation of U.S. GAAP net income attributable to controlling interests to Adjusted EBITDA.
We are a holding company that operates a systematic investment management business through our majority owned subsidiary, Acadian LLC. Acadian LLC offers institutional investors across the globe access to a diversified array of systematic investment strategies designed to meet a range of risk and return objectives. Acadian LLC is a leading systematic investment manager of active equity products,products. includingNotable global,product emerging market, international,lines and smallcapabilities capinclude equities,Emerging asEquity, wellNon-U.S. asEquity, creditGlobal Equity, Small Cap Equity, Enhanced Equity, Equity Extensions, Systematic Credit, and alternative strategies.Alternatives. Acadian LLC comprises our Quant & Solutions reportable segment:
•Quant & Solutions—comprised ofincorporates strategies that leverageutilize cutting-edgeadvanced technology to gathercollect and analyze datadata, aiming to identify mispriced assets toand delivergenerate attractive risk-adjusted returns for investors; portfolios include developedEmerging Equity, Non-U.S. Equity, Global Equity, Small Cap Equity, Enhanced Equity, Equity Extensions, and developingSystematic markets for equity, credit and alternative strategies.Credit. This segment is comprisedconsists of our ownership interest in Acadian LLC.
Our profitability is affected by a variety of factors including the level and composition of our average assets under management, or AUM, fee rates charged on AUM and our expense structure. We earn management fees based on assets under management. The majority of our management fees are calculated based on average AUM (calculated on either a daily or monthly basis) with the remainder of our management fees calculated based on period-end AUM. Changes in the levels of our AUM are driven by market investment performance and net client cash flows. We may also earn performance fees when certain accounts differ in relation to relevant benchmarks or exceed required returns. ApproximatelyAs $20of December 31, 2025, approximately $23 billion, or 17%,13%, of our AUM arewas in accounts with incentive fee features in which we participate in the performance fee. The majority of these performance fees are calculated based on value added over the relevant benchmarks on a rolling one-year basis.
ENI differs from net income determined in accordance with U.S. GAAP as a result of both the reclassification of certain income statement items and the exclusion of certain non-cash or non-recurring income statement items. In particular, ENI excludes non-cash charges representing the changes in the value of Acadian LLC equity and profit interests held by key employees, the results of discontinued operations which are no longer part of our business, restructuring costs, capital transaction costs, seed capital and co-investment gains, losses and related financing costs,costs and that portion of consolidated Funds which are not attributable to our stockholders.
(2)Economic net income is a non-GAAP measure we use to evaluate the performance of our business. For a reconciliation to U.S. GAAP financial information and a further discussion of economic net income refer to “—Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis.”
(3)Excludes severance-related items of $(1.0) million for the year ended December 31, 2025. Excludes severance-related items of $(1.0) million, costs associated with the transfer of an insurance policy from our former parent of $1.3 million, and costs associated with the wind-down of the Multi-Asset Class Strategy, or “MACS” business in the standalone format of $1.3 million for the year ended December 31, 2024. Excludes severance costs of $7.3 million, legal-related restructuring costs at the Hold Co of $0.9 million,million and costs associated with the transfer of an insurance policy from our former parent of $1.3 million for the year ended December 31, 2023. Excludes restructuring costs of $0.1 million and costs associated with the transfer of an insurance policy from our former parent of $1.2 million for the year ended December 31, 2022.
In the first quarter of 2025, we changed the presentation of our AUM. The new presentation reflects better alignment of our view on the business and distribution channels. We made certain reclassifications between strategies, client type and client location groupings to better reflect the underlying AUM. In the AUM tables below, all periods have been reclassified to conform to the new presentation.
Our total assets under management were $177.5 billion, $117.3 billion and $103.7 billion as of December 31, 2025, December 31, 2024 and December 31, 2023, respectively.
Our total assets under management as of December 31, 2024 were $117.3 billion. The following table presents our assets under management as of each of the dates indicated:
Our strategies include:
i.Developed Markets, which includes U.S., global and international strategies; and ii.Developing Markets, which includes investments in the emerging and frontier markets.
The following table summarizes our asset flows and market appreciation (depreciation) by segment for each of the periods indicated:
i.Sub-advisory, which includes assets managed for underlying mutual fund and variable insurance products which are sponsored by insurance companies and mutual fund platforms, where the end client is typically retail;
ii.Institutional,i.Institutional, which includes assets managed for public/government pension funds,funds and other investments, including U.S. state and local government funds and non-U.S. sovereign wealth, local government and national pension fundsinvestments; also includes corporate and union-sponsored pension plans; and iii.Retail/other,other investments ii.Sub-advisory, which includes assets managed for third-party mutual funds sponsored by Acadianplatforms LLC,in definedthe contributionU.S. plansor andabroad, accountswhere managedthe forend highclient netis worthtypically clients.retail;
iii.Wealth/other, which includes assets managed for registered investment advisor clients, private banks, high-net-worth clients, and family offices, defined contribution clients on certain platforms, mutual funds directly sponsored by Acadian LLC, and other assets.
At December 31, 2024,2025, our total assets under management were $177.5 billion, an increase of $60.2 billion or 51.3%, compared to $117.3 billion,billion at December 31, 2024. The assets under management at December 31, 2024 represented an increase of $13.6 billion or 13.1%,13.1% compared to $103.7 billion at December 31, 2023. The change in assets under management atduring the year ended December 31, 20232025 representedreflects annet increasemarket appreciation of $10.1$30.8 billion orand 10.8%net comparedflows toof $93.6$29.4 billionbillion, atincluding Decemberreinvested 31,income 2022.and distributions of $3.6 billion. The change in assets under management during the year ended December 31, 2024 reflects net market appreciation of $11.8 billion and net flows of $1.8 billion, including reinvested income and distributions of $3.3 billion. The change in assets under management during the year ended December 31, 2023 reflects net market appreciation of $12.4 billion and net flows of $(2.3) billion, including reinvested income and distributions of $3.6 billion. TheMarket changeappreciation or depreciation reported in assetscurrent underand managementprior periods includes changes in equity prices, as well as the impact from exchange rate fluctuations on our foreign denominated AUM. Given a substantial portion of our AUM is denominated in foreign currencies, foreign exchange rate movements during the yearperiod endedcan Decemberimpact 31,AUM 2022when reflectsthe net market depreciationstrength of $(20.5)the billionU.S. anddollar netchanges flowsrelative ofto $(3.1)other billion, including reinvested income and distributions of $3.8 billion.currencies.
For the year ended December 31, 2024,2025, our net inflows were $1.8highest in company history at $29.4 billion compared to net inflows of $1.8 billion for the year ended December 31, 2024 and net outflows of $(2.3) billion for the year ended December 31, 20232023. andThe change in net outflowsflows offor $(3.1)the year ended December 31, 2025 was primarily driven by strong gross inflows, which increased to $55.0 billion for the year ended December 31, 2022.2025. The change in net flows for the year ended December 31, 2024 was primarily driven by gross sales, which increased to $21.2 billion for the year ended December 31, 2024. The change in net flows for the year ended December 31, 2023 was primarily due to lower outflows in certain strategies, partly as a result of client-driven asset re-allocations. The change in net flows for the year ended December 31, 2022 was primarily due to lower outflows in certain strategies, partly as the result of improved relative investment performance in the year ended December 31, 2022. Reinvested income and distributions of $3.3$3.6 billion, $3.6$3.3 billion, and $3.8$3.6 billion are reflected in the net flows for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively.
The following table reconciles our net income attributable to controlling interests to our pre-tax income from attributable to controlling interests:
ii.performance fees earned when our investment performance over agreed time periods for certain clients has differed from pre-determinedpredetermined hurdles; and iii.revenue from consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds.
Our management fees are a function of the fee rates charged to our clients, which are typically expressed in basis points, and the levels of our assets under management. Our effective management fee rate will vary from period to period based on several factors, including changes in the mix of assets under management caused by market movements and client flows.
Year ended December 31, 2024 compared to year ended December 31, 2023: Management fees increased $57.9 million, or 15.5%, from $373.2 million for the year ended December 31, 2023 to $431.1 million for the year ended December 31, 2024. The increase was mainly driven by higher levels of average assets under management and an improvement in blended average basis points on assets under management, due to fee rates on inflows being higher than fee rates on outflows in the years ended December 31, 2024 and 2023. Average assets under management increased 14.1%, from $98.4 billion for the year ended December 31, 2023 compared to $112.3 billion for the year ended December 31, 2024, mainly due to the positive equity market in the year ended December 31, 2024.
Year ended December 31, 20232025 compared to year ended December 31, 20222024: Management fees increased $5.8$86.6 million, or 1.6%,20.1%, from $367.4$431.1 million for the year ended December 31, 20222024 to $373.2$517.7 million for the year ended December 31, 2023.2025. The increase was primarilymainly duedriven toby anhigher improvementlevels inof average assets under management, partly offset by a lower blended averagefee basis pointsrate on assets under management,management due to feethe rates on inflows being higher than fee rates on outflowschange in 2022asset mix in the years ended December 31, 2025 and 2023.2024. Average assets under management decreasedincreased (0.3)%,28.5%, from $98.7$112.3 billion for the year ended December 31, 20222024 compared to $98.4$144.3 billion for the year ended December 31, 2023,2025, driven by both record net flows and positive equity market in the year ended December 31, 2025. Net flows were mainly driven by gross sales in the lower fee Enhanced strategy. The change in overall blended fee rate was primarily due to largethe equityEnhanced marketstrategy, declinesas intotal 2022Enhanced thatAUM reducedincreased 13% to 23% at the beginningend of 2023 assets under management to $93.6 billion.2025.
Year ended December 31, 2024 compared to year ended December 31, 2023: Management fees increased $57.9 million, or 15.5%, from $373.2 million for the year ended December 31, 2023 to $431.1 million for the year ended December 31, 2024. The increase was mainly driven by higher levels of average assets under management and an improvement in blended average basis points on assets under management, due to fee rates on inflows being higher than fee rates on outflows in the years ended December 31, 2024 and 2023. Average assets under management increase 14.1%, from $98.4 billion for the year ended December 31, 2023 compared to $112.3 billion for the year ended December 31, 2024, mainly due to the positive equity market in the year ended December 31, 2024.
Year ended December 31, 2025 compared to year ended December 31, 2024: Performance fees decreased $(40.0) million, or (56.0)%, from $71.4 million for the year ended December 31, 2024 to $31.4 million for the year ended December 31, 2025, primarily due to a change in performance relative to benchmarks in certain strategies. Performance fees are variable and are contractually triggered based on investment performance results over agreed upon time periods.
Year ended December 31, 2023 compared to year ended December 31, 2022: Performance fees increased $1.0 million, or 2.0%, from $49.4 million for the year ended December 31, 2022 to $50.4 million for the year ended December 31, 2023, primarily due to strong performance relative to benchmarks in certain strategies. Performance fees are variable and are contractually triggered based on investment performance results over agreed upon time periods.
iii.amortization of acquired intangible assets;
iv.depreciationiii.depreciation and amortization charges; and v.expensesiv.expenses of consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds.
(3)Variable compensation includes the portion of earnings that is contractually allocated to Acadian LLC employees as a bonus pool, plus Hold Co bonuses. Variable compensation may be paid in the form of cash or non-cash equity or profit interests awards. We have a contractual split of performance fees between Acadian LLC employees and AAMI. Acadian LLC’s share of performance fees, which ranges between 60%-75% of the total, is allocated entirely to variable compensation. The variable compensation earned on performance fees vests over three-years and compensation expense is recognized over that service period. Hold Co variable compensation includes cash and our equity. Non-cash variableEquity-based compensation awards typically vest over several years and are recognized as compensation expense over that service period.
(a)For the year ended December 31, 2025, $126.7 million of variable compensation expense (of the $125.7 million above) is included within economic net income, which excludes the variable compensation associated with restructuring of $(1.0) million. For the year ended December 31, 2024, $122.8 million of variable compensation expense (of the $122.7 million above) is included within economic net income, which excludes the variable compensation associated with restructuring of $(1.0) million and costs associated with the wind-down of the MACS business in the standalone format of $0.9 million. For the year ended December 31, 2023, $104.9 million of variable compensation expense (of the $112.2 million above) is included within economic net income, which excludes the variable compensation associated with restructuring of $7.3 million. For the year ended December 31, 2022, $100.3 million of variable compensation expense (of the $100.3 million above) is included within economic net income.
Year ended December 31, 20242025 compared to year ended December 31, 20232024: Compensation and benefits expense increased $47.6$48.4 million, or 21.8%,18.2%, from $217.9 million for the year ended December 31, 2023 to $265.5 million for the year ended December 31, 2024.2024 Fixedto compensation and benefits increased $4.7 million, or 5.0%, from $93.1$313.9 million for the year ended December 31, 20232025. toFixed compensation and benefits increased $4.3 million, or 4.4%, from $97.8 million for the year ended December 31, 2024,2024 primarilyto reflecting the cost of new hires supporting our growth initiatives and cost of living increases, partially offset by cost savings realized from restructuring at Acadian LLC in late 2023. Variable compensation increased $10.5 million, or 9.4%, from $112.2$102.1 million for the year ended December 31, 20232025, toprimarily reflecting cost of living increases and an increase in the cost of employee benefits. Variable compensation increased $3.0 million, or 2.4%, from $122.7 million for the year ended December 31, 2024.2024 to $125.7 million for the year ended December 31, 2025. The increase was primarily attributable to higher pre-bonus profits in the year ended December 31, 2024,2025, partially offset by lower restructuringdeferred expensesbonus earned on performance fee revenues in the current year. The deferred nature of the bonus earned on performance fee revenues can result in compensation expense variability that is uncorrelated to current period earnings. Sales-based compensation increased $4.5$4.9 million, or 59.2%,40.5%, from $7.6 million for the year ended December 31, 2023 to $12.1 million for the year ended December 31, 2024,2024 drivento by higher gross sales in the current year. Acadian LLC key employee distributions increased $4.6 million, or 90.2%, from $5.1$17.0 million for the year ended December 31, 20232025, todriven by the increase in asset inflows. Acadian LLC key employee distributions increased $11.7 million, or 120.6%, from $9.7 million for the year ended December 31, 2024.2024 to $21.4 million for the year ended December 31, 2025. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the current period is driven by higher operating earnings in the current period and the leveraged nature of this distribution share. Revaluations of Acadian LLC key employee equity changed by $23.3$24.5 million in 2024,2025, reflecting revaluations of key employee ownership interests at Acadian LLC, as the value of the equity plan liability decreased $(0.1) million for the year ended December 31, 2023, and increased $23.2 million for the year ended December 31, 2024.2024, and increased $47.7 million for the year ended December 31, 2025. For certain tiers of Acadian LLC equity, revaluations are calculated based on earnings above a threshold. The change in the revaluation in the current period is driven by higher earnings period over period, including earnings over the threshold for certain Acadian LLC equity.equity, as well as changes in inputs used in the valuation model, including market risk assumptions and discount rates.
Year ended December 31, 20232024 compared to year ended December 31, 20222023: Compensation and benefits expense increased $58.7$47.6 million, or 36.9%,21.8%, from $159.2 million for the year ended December 31, 2022 to $217.9 million for the year ended December 31, 2023.2023 Fixedto compensation and benefits increased $7.0 million, or 8.1%, from $86.1$265.5 million for the year ended December 31, 20222024. toFixed compensation and benefits increased $4.7 million, or 5.0%, from $93.1 million for the year ended December 31, 2023, primarily reflecting cost of living increases and the new hires2023 to support our growth initiatives. Variable compensation increased $11.9 million, or 11.9%, from $100.3$97.8 million for the year ended December 31, 20222024, toprimarily reflecting the cost of new hires supporting our growth initiatives and cost of living increases, partially offset by cost savings realized from restructuring at Acadian LLC in late 2023. Variable compensation increased $10.5 million, or 9.4%, from $112.2 million for the year ended December 31, 2023.2023 to $122.7 million for the year ended December 31, 2024. The increase was primarily attributable to severance-relatedhigher costspre-bonus profits in the year ended December 31, 20232024, andpartially the inclusion of deferred compensation expense earned on current and prior year performance fee revenues, of which Acadian LLC’s share is determinedoffset by alower contractualrestructuring split and recognized as compensation expense over a vesting period.expenses. Sales-based compensation decreasedincreased $(0.1)$4.5 million, or (1.3)%,59.2%, from $7.7 million for the years ended December 31, 2022 to $7.6 million for the year ended December 31, 2023 asto a$12.1 resultmillion offor the structureyear ofended sales-basedDecember compensation31, programs,2024, driven by thehigher timinggross of asset inflows which trigger sales-based compensationsales in both current and prior periods.2024. Acadian LLC key employee distributions wereincreased unchanged$4.6 atmillion, or 90.2%, from $5.1 million for the year ended December 31, 2023 to $9.7 million for the year ended December 31, 2024. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the year ended December 31, 2024 was driven by higher operating earnings and 2022,the respectively.leveraged nature of this distribution share. Revaluations of Acadian LLC key employee equity changed by $39.9$23.3 million in 2023,million, reflecting revaluations of key employee ownership interests at Acadian LLC, as the value of the equity plan liability decreased $(40.0) million for the year ended December 31, 2022, and decreased $(0.1) million for the year ended December 31, 2023.2023, and increased $23.2 million for the year ended December 31, 2024. For certain tiers of Acadian LLC equity, revaluations are calculated based on earnings above a threshold. The changes in value year over year reflect changes in earnings, as well as changes in inputs usedchange in the valuationrevaluation model,in the year ended December 31, 2024 was driven by higher earnings period over period, including marketearnings riskover assumptionsthe andthreshold discountfor rates.certain Acadian LLC equity.
Year ended December 31, 2025 compared to year ended December 31, 2024: General and administrative expense increased $6.8 million, or 8.0%, from $85.2 million for the year ended December 31, 2024 to $92.0 million for the year ended December 31, 2025. The increase was primarily due to higher system, recruiting, portfolio administrative, and consulting costs, partially offset by the impact of foreign currency changes.
Year ended December 31, 2023 compared to year ended December 31, 2022: General and administrative expense increased $11.5 million, or 16.2%, from $71.1 million for the year ended December 31, 2022 to $82.6 million for the year ended December 31, 2023. The increase was primarily due to higher systems, consultant and portfolio costs, as well as the impact of inflation and changes in foreign currency.
Amortization of Acquired Intangibles Expense
Year ended December 31, 2024 compared to year ended December 31, 2023: There was no amortization of acquired intangibles expense for the years ended December 31, 2024 and 2023.
Year ended December 31, 2023 compared to year ended December 31, 2022: Amortization of acquired intangibles expense was $0.1 million for the year ended December 31, 2022. There was no amortization of acquired intangibles expense for the year ended December 31, 2023. This account reflects the amortization of intangible assets acquired in previous periods.
Year ended December 31, 2025 compared to year ended December 31, 2024: Depreciation and amortization expense decreased $(1.9) million, or (10.3)%, from $18.5 million for the year ended December 31, 2024 to $16.6 million for the year ended December 31, 2025. The decrease was primarily attributable to the effect of certain software becoming fully depreciated.
Year ended December 31, 2023 compared to year ended December 31, 2022: Depreciation and amortization expense decreased $(1.2) million, or (6.5)%, from $18.5 million for the year ended December 31, 2022 to $17.3 million for the year ended December 31, 2023. The decrease was primarily attributable to the effect of certain assets becoming fully depreciated.
Year ended December 31, 2025 compared to year ended December 31, 2024: Investment income decreased $(2.3) million, from $2.2 million for the year ended December 31, 2024 to $(0.1) million for the year ended December 31, 2025, reflecting a decrease in returns generated by seed capital investments in Funds that are not consolidated by the Company.
Year ended December 31, 2023 compared to year ended December 31, 2022: Investment income (loss) changed $(0.3) million, from $0.2 million for the year ended December 31, 2022 to $(0.1) million for the year ended December 31, 2023. The decrease is due to a decrease in returns generated by seed capital investments in the year ended December 31, 2023.
Year ended December 31, 2025 compared to year ended December 31, 2024: Interest income increased $0.2 million, from $3.5 million for the year ended December 31, 2024 to $3.7 million for the year ended December 31, 2025. The increase was due to higher average cash balances, slightly offset by a decrease in short-term investment returns in the year ended December 31, 2025.
Year ended December 31, 2023 compared to year ended December 31, 2022: Interest income increased $5.3 million, from $0.8 million for the year ended December 31, 2022 to $6.1 million for the year ended December 31, 2023. The increase was due to higher average cash balances and an increase in short-term investment returns in 2023.
Year ended December 31, 2024 compared to year ended December 31, 2023: Interest expense decreased $0.2 million, or 1.0%, from $19.6 million for the year ended December 31, 2023 to $19.4 million for the year ended December 31, 2024, reflecting lower interest rates in the current year, partially offset by higher balances drawn on the revolving credit facility in the year ended December 31, 2024.
Year ended December 31, 20232025 compared to year ended December 31, 20222024: Interest expense decreasedincreased $0.9$2.3 million, or 4.4%,11.9%, from $20.5$19.4 million for the year ended December 31, 20222024 to $19.6$21.7 million for the year ended December 31, 2023,2025, primarily due to the $1.3$2.7 million of additional interest expense incurred for the year ended December 31, 20232025 related to the accelerated amortization of the cash flow hedge associated with the $125$275 million aggregate principal amount outstanding of our 5.125%4.80% Senior Notes due AugustJuly 1,27, 20312026 that we redeemed in JanuaryDecember 2022.2025.
Year ended December 31, 2024 compared to year ended December 31, 2023: Interest expense decreased $(0.2) million, or (1.0)%, from $19.6 million for the year ended December 31, 2023 to $19.4 million for the year ended December 31, 2024, reflecting lower interest rates in the current year, partially offset by higher balances drawn on the revolving credit facility in the year ended December 31, 2024.
Year ended December 31, 20242025 compared to year ended December 31, 20232024: Loss on extinguishment of debt was $(1.4) million for the years ended December 31, 2025 as a result of the full redemption of the $275 million aggregate principal amount outstanding of our 4.80% Senior Notes due July 27, 2026. There was no loss on extinguishment of debt for the yearsyear ended December 31, 2024 and 2023.2024.
Year ended December 31, 20232024 compared to year ended December 31, 20222023: There was no loss on extinguishment of debt for the year ended December 31, 2024 and 2023. Loss on extinguishment of debt was $3.2 million for the year ended December 31, 2022 as a result of the full redemption of the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022.
The American Rescue Plan Act of 2021 ("ARPA"), among other things, includes provisions to expand the IRC Section 162(m) disallowance for deduction of certain compensation paid by publicly held corporations. Effective for tax years starting after December 31, 2026, ARPA expands the limitations to cover the next five most highly compensated employees. On July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”), was enacted in the United States. The OBBBA includes a broad range of tax reform provisions, including extensions and modifications of certain provisions of the Tax Cuts and Jobs Act, with various effective dates beginning in 2025 through 2027. The OBBBA includes amendments to Internal Revenue Code Section 162(m) that expand the scope of entities and employees considered in determining “covered employees” subject to the limitation on the deductibility of compensation. The OBBBA and ARPA did not have a material impact to the income tax expense during the current period. The Company continues to evaluate the impact of IRC Section 162(m) amendments under the OBBBA and ARPA on future periods, including potential changes in covered employees, compensation structures and related deferred tax balances as additional guidance becomes available.
Year ended December 31, 2025 compared to year ended December 31, 2024: Income tax expense decreased $(2.3) million, from $38.9 million for the year ended December 31, 2024 to $36.6 million for the year ended December 31, 2025. The decrease in income tax expense is primarily related to the decrease in pre-tax income from controlling interests for the year ended December 31, 2025.
Year ended December 31, 2023 compared to year ended December 31, 2022: Income tax expense decreased $(14.8) million, from $44.2 million for the year ended December 31, 2022 to $29.4 million for the year ended December 31, 2023. The decrease in income tax expense is primarily related to the decrease in pre-tax income from controlling interests for the year ended December 31, 2023.
Year ended December 31, 20242025 compared to year ended December 31, 20232024: Consolidated Funds’ revenue increased $0.1$11.5 million, from $3.0 million for the year ended December 31, 2023 to $3.1 million for the year ended December 31, 2024.2024 Consolidatedto Funds’ expense decreased $(1.9) million, from $2.8$14.6 million for the year ended December 31, 20232025. toConsolidated Funds’ expense increased $8.2 million, from $0.9 million for the year ended December 31, 2024.2024 to $9.1 million for the year ended December 31, 2025. These movements relate to the underlying activity of our consolidated Funds.
Year ended December 31, 20232024 compared to year ended December 31, 20222023: Consolidated Funds’ revenue increased $2.6$0.1 million from $0.4 for the year ended December 31, 2022 to $3.0 million for the year ended December 31, 2023.2023 Consolidatedto Funds’ expense increased $2.4 million from $0.4$3.1 million for the year ended December 31, 20222024. toConsolidated Funds’ expense decreased $(1.9) million from $2.8 million for the year ended December 31, 2023. The increase in Consolidated Funds’ revenue and increase in Consolidated Funds’ expense is due2023 to changes$0.9 inmillion the population of Consolidated Funds duringfor the year ended December 31, 2023.2024. These movements relate to the underlying activity of our consolidated Funds.
(2)For the year ended December 31, 2025, includes severance-related items of $(1.0) million. For the year ended December 31, 2024, includes severance-related items of $(1.0) million, costs associated with the transfer of an insurance policy from our former parent of $1.3 million,million and costs associated with the wind-down of the MACS business in the standalone format of $1.3 million. For the year ended December 31, 2023, includes severance costs of $7.3 million, legal-related restructuring costs at the Hold Co of $0.9 million,million and costs associated with the transfer of an insurance policy from our former parent of $1.3 million. For the year ended December 31, 2022, includes restructuring costs of $0.1 million and costs associated with the transfer of an insurance policy from our former parent of $1.2 million.
(3)Includes adjustments of $(0.3)$0.1 million, $(0.20.3) million and $0.2$(0.2) million to remove the tax benefit (expense) resulting from the change in liabilities for uncertain tax positions recorded during the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively.
(4)Reflects the sum of lines (i), (ii), (iii), (iv) and the restructuring portioncomponent of line item (vi) multiplied by the 27.3%U.S. U.S.Federal and State statutory tax rate (includingof state tax).27.3%.
(1)For the year ended December 31, 2025, includes $(1.0) million of severance-related items. For the year ended December 31, 2024, includes $(1.0) million of severance-related items, $1.3 million of costs associated with the transfer of an insurance policy from our former parent and $1.3 million of costs associated with the wind-down of the MACS business in the standalone format. For the year ended December 31, 2023, includes $7.3 million of severance costs, $0.9 million of legal-related restructuring costs at the Hold Co and $1.3 million costs associated with the transfer of an insurance policy from our former parent. For the year ended December 31, 2022, includes $0.1 million of restructuring costs and $1.2 million costs associated with the transfer of an insurance policy from our former parent.
(2)For the year ended December 31, 2025, excludes $(1.0) million of severance-related items that is included within restructuring costs. For the year ended December 31, 2024, excludes $(1.0) million of severance-related items that is included within restructuring costs and $0.9 million of costs associated with the wind-down of the MACS business in the standalone format that is included within restructuring costs. For the year ended December 31, 2023, excludes variable compensation related to severance of $7.3 million that is included within restructuring costs.
(a)Reflects $(1.0) million of severance-related items for the year ended December 31, 2025. Reflects $(1.0) million of severance-related items and costs associated with the wind-down of the MACS business in the standalone format of $0.9 million for the year ended December 31, 2024. Reflects $7.3 million of severance-related costs for the year ended December 31, 2023.
(a)Reflects $1.3 million of costs associated with the transfer of an insurance policy from our former parent for the year ended December 31, 2024. Reflects $0.9 million relatedof tolegal-related restructuring costs at the Hold Co and $1.3 million of costs associated with the transfer of an insurance policy from our former parent forin the year ended December 31, 2023. Reflects $0.1 million related to restructuring and $1.2 million of costs associated with the transfer of an insurance policy from our former parent in the year ended December 31, 2022.
What changed in the latest 10-Q
Risk Factors
There have been no material changes in the risk factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
Equity or profit interests owned by Acadian LLC key employees are awarded as part of their variable compensation arrangement. Over time, Acadian LLC key employee-owned equity or profit interests are recycled from one generation of employee-owners to the next, either by the next generation purchasing equity or profit interests directly from retiring principals, or by key employees forgoing cash bonuses in exchange for the equivalent value in Acadian LLC equity or profit interests. The recycling of equity or profit interests is often facilitated by Hold Co; see “U.S. GAAP Results of Operations — U.S. GAAP Expenses — Compensation and Benefits Expense” for a further discussion.see in full comparisonEmployeeNotwithstandingequitytheisforegoing,valuedunderattheacontractualfixedarrangementsmultiplegoverningoftheseprofits,interests,soanyemployeesamountshaveusedtransparencybyintothebothCompanytheirtoearningfacilitatepotentialrecycling are funded through corresponding reductions inanytheyearAcadianfromLLCtheannual bonus pool and/orsharedeferred compensation pool otherwise available for allocation to employees. Accordingly, the cash impact ofprofits,repurchasingasthesewellinterestsasis offset by corresponding reductions in cash variable compensation otherwise payable to employees from either thecurrentAcadian LLC annual bonus pool or the deferred compensation pool, resulting in a neutral offsetting impact to the Company's cash. Notwithstanding this cash funding offset, the value oftheirtheseequityinterests is carried on the Company’s balance sheet as a liability, and changes in thelong-termvaluepotentialof the liability are recognized as compensation expense under U.S. GAAP. Accordingly, regardless of the size of the liability, Hold Co does not expect recycling torealizehavevalueanfromimpact on itsgrowth.liquidity.
(2)The three and six months endedsee in full comparisonMarchJune31,30, 2026 includes legal-related restructuring costs of $0.2 million. The three and six months ended June 30, 2025 includes severance-related items of $(0.20.3)million.million and $(0.5) million, respectively.
(3)Excludes legal-related restructuring costs of $0.2 million for the three and six months ended June 30, 2026. Excludes severance-related items of $(see in full comparison0.20.3) million and $(0.5) million, respectively, for the three and six months endedMarchJune31,30, 2025.
(1)The three and six months endedsee in full comparisonMarchJune31,30, 2026 includes legal-related restructuring costs of $0.2 million. The three and six months ended June 30, 2025 includes $(0.20.3) million and $(0.5) million, respectively, of severance-related items.
(a)The three and six months endedsee in full comparisonMarchJune31,30, 2026 includes legal-related restructuring costs of $0.2 million. The three and six months ended June 30, 2025 includes $(0.20.3) million and $(0.5) million, respectively, of severance-related items.
(1)The three and six months endedsee in full comparisonMarchJune31,30, 2026 includes legal-related restructuring costs of $0.2 million. The three and six months ended June 30, 2025 includes $(0.20.3) million and $(0.5) million, respectively, of severance-related items.
Full comparison: every changed paragraph (78)
•U.S. GAAP Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025 includes an explanation of changes in our U.S. GAAP revenue, expense and other items for the three and six months ended MarchJune 31,30, 2026 and 2025, as well as key U.S. GAAP operating metrics.
•Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis includes an explanation of the key differences between U.S. GAAP net income and ENI, the key measure management uses to evaluate our performance. This section also provides a reconciliation between U.S. GAAP net income attributable to controlling interests and ENI for the three and six months ended MarchJune 31,30, 2026 and 2025, as well as a reconciliation of key ENI operating items including ENI revenue and ENI operating expenses. This section also provides key non-GAAP operating metrics. In addition, this section provides segment analysis for our business segment.
Our profitability is affected by a variety of factors including the level and composition of our average assets under management, or AUM, fee rates charged on AUM and our expense structure. We earn management fees based on assets under management. The majority of our management fees are calculated based on average AUM (calculated on either a daily or monthly basis) with the remainder of our management fees calculated based on period-end AUM. Changes in the levels of our AUM are driven by market investment performance and net client cash flows. We may also earn performance fees when certain accounts differ in relation to relevant benchmarks or exceed required returns. As of MarchJune 31,30, 2026, approximately $22$28 billion, or 11%,12%, of our AUM was in accounts with incentive fee features in which we participate in the performance fee. The majority of these performance fees are calculated based on value added over the relevant benchmarks on a rolling one-year basis.
Equity or profit interests owned by Acadian LLC key employees are awarded as part of their variable compensation arrangement. Over time, Acadian LLC key employee-owned equity or profit interests are recycled from one generation of employee-owners to the next, either by the next generation purchasing equity or profit interests directly from retiring principals, or by key employees forgoing cash bonuses in exchange for the equivalent value in Acadian LLC equity or profit interests. The recycling of equity or profit interests is often facilitated by Hold Co; see “U.S. GAAP Results of Operations — U.S. GAAP Expenses — Compensation and Benefits Expense” for a further discussion. EmployeeNotwithstanding equitythe isforegoing, valuedunder atthe acontractual fixedarrangements multiplegoverning ofthese profits,interests, soany employeesamounts haveused transparencyby intothe bothCompany theirto earningfacilitate potentialrecycling are funded through corresponding reductions in anythe yearAcadian fromLLC theannual bonus pool and/or sharedeferred compensation pool otherwise available for allocation to employees. Accordingly, the cash impact of profits,repurchasing asthese wellinterests asis offset by corresponding reductions in cash variable compensation otherwise payable to employees from either the currentAcadian LLC annual bonus pool or the deferred compensation pool, resulting in a neutral offsetting impact to the Company's cash. Notwithstanding this cash funding offset, the value of theirthese equityinterests is carried on the Company’s balance sheet as a liability, and changes in the long-termvalue potentialof the liability are recognized as compensation expense under U.S. GAAP. Accordingly, regardless of the size of the liability, Hold Co does not expect recycling to realizehave valuean fromimpact on its growth.liquidity.
Employee equity is valued at a fixed multiple of profits, so employees have transparency into both their earning potential in any year from the bonus pool and share of profits, as well as the current value of their equity and the long-term potential to realize value from its growth.
The following table summarizes our unaudited results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025:
(3)Excludes legal-related restructuring costs of $0.2 million for the three and six months ended June 30, 2026. Excludes severance-related items of $(0.20.3) million and $(0.5) million, respectively, for the three and six months ended MarchJune 31,30, 2025.
Our total assets under management were $195.7$232.7 billion as of MarchJune 31,30, 2026 and $177.5 billion as of December 31, 2025.
At MarchJune 31,30, 2026, our total assets under management were $195.7$232.7 billion, an increase of $18.2$37.0 billion, or 10.3%,18.9%, compared to $177.5$195.7 billion at DecemberMarch 31, 20252026 and an increase of $73.8$81.6 billion, or 60.5%,54.0%, compared to $121.9$151.1 billion at MarchJune 31,30, 2025. The increase in assets under management compared to MarchJune 31,30, 2025 was driven by equity market appreciation and positive net client cash flows and equity market appreciation in the last twelve months. The change in assets under management during the three months ended MarchJune 31,30, 2026 reflects net market appreciation of $32.7 billion and net inflows of $21.4$4.3 billion andincluding reinvested income and distributions of $1.1 billion, partially offset by net market depreciation of $(3.2)$1.3 billion. Market appreciation or depreciation reported in current and prior periods includes changes in equity prices, as well as the impact from exchange rate fluctuations on our foreign-denominated AUM. Given a substantial portion of our AUM is denominated in foreign currencies, foreign exchange rate movements during the period can impact AUM when the strength of the U.S. dollar changes relative to other currencies.
For the three months ended MarchJune 31,30, 2026, our net inflows were $21.4$4.3 billion compared to $3.8$13.8 billion for the three months ended MarchJune 31,30, 2025. The change in net flows during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 was primarily driven by strongthe grossfunding inflows,of whicha increasedlarge tosingle $29.6mandate billionincluded in the three months ended MarchJune 31,30, 2026.2025. Reinvested income and distributions of $1.1$1.3 billion and $0.8 billion are reflected in the net flows for the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively.
For the six months ended June 30, 2026, our net inflows were $25.7 billion compared to $17.6 billion for six months ended June 30, 2025. The change in net flows during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily driven by strong gross inflows, which increased to $44.1 billion in the six months ended June 30, 2026. Reinvested income and distributions of $2.4 billion and $1.6 billion are reflected in the net flows for the six months ended June 30, 2026 and June 30, 2025, respectively.
Strategies representing 67%,77%, 96%, 96%, and 96% of revenue were outperforming benchmarks on a 1-, 3-, 5-, and 10- year basis as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026 the 5-year revenue weighted annualized return in excess of benchmark was 4.1%.4.3%. Assets representing 67%, 93%,80%, 94%, 95%, and 92%94% of assets under management were outperforming benchmarks on a 1-, 3-, 5-, and 10- year basis as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026 the 5-year asset weighted annualized return in excess of benchmark was 3.4%.3.6%.
U.S. GAAP Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025
Our U.S. GAAP results of operations were as follows for the three and six months ended MarchJune 31,30, 2026 and 2025:
Average basis points earned on average assets under management were 34.132.2 bps and 32.9 bps for the three and six months ended MarchJune 31,30, 2026, respectively, and 37.937.0 bps and 37.3 bps for the three and six months ended MarchJune 31,30, 2025, respectively. The overall weighted average fee rate decrease for the three and six months ended MarchJune 31,30, 2026 is the result of changes in the mix of assets under management caused by net inflows or outflows in certain asset classes, and disproportionate market movements.
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025: Management fees increased $46.4$54.2 million, or 41.1%,44.3%, from $112.9$122.3 million for the three months ended MarchJune 31,30, 2025 to $159.3$176.5 million for the three months ended MarchJune 31,30, 2026. The increase was primarilymainly driven by higher levels of average assets under management. Average assets under management increased 57.0%,65.9%, from $120.7$132.4 billion for the three months ended MarchJune 31,30, 2025 to $189.5$219.6 billion for the three months ended MarchJune 31,30, 2026, mainly due to strong net flows and the positive equity market in the past twelve months.
Six months ended June 30, 2026 compared to six months ended June 30, 2025: Management fees increased $100.6 million, or 42.8%, from $235.2 million for the six months ended June 30, 2025 to $335.8 million for the six months ended June 30, 2026. The increase was primarily driven by higher levels of average assets under management. Average assets under management increased 61.8%, from $127.2 billion for the six months ended June 30, 2025 to $205.8 billion for the six months ended June 30, 2026, mainly due to strong net flows and the positive equity market in the past twelve months.
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025: Performance fees increased $0.4$4.1 million, or 7.5%,157.7%, from $5.3$2.6 million for the three months ended MarchJune 31,30, 2025 to $5.7$6.7 million for the three months ended MarchJune 31,30, 2026, primarily due to a change in performance relative to benchmarks in certain strategies. Performance fees are variable and are contractually triggered based on investment performance results over agreed upon time periods.
Six months ended June 30, 2026 compared to six months ended June 30, 2025: Performance fees increased $4.5 million, or 57.0%, from $7.9 million for the six months ended June 30, 2025 to $12.4 million for the six months ended June 30, 2026, primarily due to a change in performance relative to benchmarks in certain strategies. Performance fees are variable and are contractually triggered based on investment performance results over agreed upon time periods.
Our most significant category of expense is compensation and benefits awarded to our employees. The following table presents the components of U.S. GAAP compensation expense for the three and six months ended MarchJune 31,30, 2026 and 2025:
(a)For the three and six months ended MarchJune 31,30, 2025, $30.4$31.9 million and $62.3 million, respectively, of variable compensation expense (of the $30.2$31.6 million and $61.8 million above) is included with economic net income, which excludes $(0.20.3) million and $(0.5) million, respectively, of variable compensation associated with restructuring.
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025: Compensation and benefits expense increased $35.2$37.4 million, or 57.9%,44.6%, from $60.8$83.8 million for the three months ended MarchJune 31,30, 2025 to $96.0$121.2 million for the three months ended MarchJune 31,30, 2026. Fixed compensation and benefits increased $2.3$2.5 million, or 9.5%,10.0%, from $24.3$25.0 million for the three months ended MarchJune 31,30, 2025 to $26.6$27.5 million for the three months ended MarchJune 31,30, 2026, primarily reflecting an increase in head count, cost of living increases,increases and higher payroll taxestaxes. and an increase in the cost of employee benefits. VariableSales-based compensation increased $10.7$3.4 million, or 35.4%,97.1%, from $30.2$3.5 million for the three months ended MarchJune 31,30, 2025 to $40.9$6.9 million for the three months ended MarchJune 31,30, 2026, driven by the timing of asset inflows in the last 12 months. Variable compensation increased $12.8 million, or 40.5%, from $31.6 million for the three months ended June 30, 2025 to $44.4 million for the three months ended June 30, 2026. The increase was primarily attributable to higher pre-bonus profits in the three months ended MarchJune 31,30, 2026, partiallyincluding offsetchanges by lowerin deferred bonus earned on performance fee revenues in the three months ended MarchJune 31,30, 2026. The deferred nature of the bonus earned on performance fee revenues can result in compensation expense variability that is uncorrelated to current period earnings. Sales-basedAcadian compensationLLC key employee distributions increased $2.6$5.1 millionmillion, or 74.3%127.5%, from $3.5$4.0 million for the three months ended MarchJune 31,30, 2025 to $6.1$9.1 million for the three months ended MarchJune 31, 2026, driven by the increase in asset inflows. Acadian LLC key employee distributions increased $3.2 million, or 103.2%, from $3.1 million for the three months ended March 31, 2025 to $6.3 million for the three months ended March 31,30, 2026. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the threecurrent months ended March 31, 2026period is driven by higher operating earnings in the current period and the leveraged nature of this distribution share. Revaluations of Acadian LLC key employee equity changed by $16.4$13.6 million, reflecting an increase in the value of key employee ownership interests at Acadian LLC. For certain tiers of Acadian LLC equity, revaluations are calculated based on earnings above a threshold. The change in the revaluation in the three months ended MarchJune 31,30, 2026 reflects primarily the increase in earnings,earnings asperiod wellover as changes in inputs used in the valuation model, including market risk assumptions and discount rates.period.
Six months ended June 30, 2026 compared to six months ended June 30, 2025: Compensation and benefits expense increased $72.6 million, or 50.2%, from $144.6 million for the six months ended June 30, 2025 to $217.2 million for the six months ended June 30, 2026. Fixed compensation and benefits increased $4.8 million, or 9.7%, from $49.3 million for the six months ended June 30, 2025 to $54.1 million for the six months ended June 30, 2026, primarily reflecting an increase in headcount, cost of living increases and higher payroll taxes. Sales-based compensation increased $6.0 million or 85.7% from $7.0 million for the six months ended June 30, 2025 to $13.0 million for the six months ended June 30, 2026, driven by the increase in asset inflows. Variable compensation increased $23.5 million, or 38.0%, from $61.8 million for the six months ended June 30, 2025 to $85.3 million for the six months ended June 30, 2026. The increase was primarily attributable to higher pre-bonus profits in the six months ended June 30, 2026, including changes in deferred bonus earned on performance fee revenues in the six months ended June 30, 2026. The deferred nature of the bonus earned on performance fee revenues can result in compensation expense variability that is uncorrelated to current period earnings. Acadian LLC key employee distributions increased $8.3 million, or 116.9%, from $7.1 million for the six months ended June 30, 2025 to $15.4 million for the six months ended June 30, 2026. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the six months ended June 30, 2026 is driven by higher operating earnings and the leveraged nature of this distribution share. Revaluations of Acadian LLC key employee equity changed by $30.0 million, reflecting an increase in the value of key employee ownership interests at Acadian LLC. For certain tiers of Acadian LLC equity, revaluations are calculated based on earnings above a threshold. The change in the revaluation in the six months ended June 30, 2026 reflects primarily the increase in earnings period over period.
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025: General and administrative expense increased $2.6$5.2 million, or 11.7%,23.9%, from $22.3$21.8 million for the three months ended MarchJune 31,30, 2025 to $24.9$27.0 million for the three months ended MarchJune 31,30, 2026. The increase wasin general and administrative expenses primarily due toreflects higher system, portfolio administrative, and consulting costs, partiallyas offsetwell byas the impact of foreign currency changes.
Six months ended June 30, 2026 compared to six months ended June 30, 2025: General and administrative expense increased $7.8 million, or 17.7%, from $44.1 million for the six months ended June 30, 2025 to $51.9 million for the six months ended June 30, 2026. The increase was primarily due to higher system, portfolio administrative, and consulting costs.
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025: Depreciation and amortization expense decreased $(0.60.5) million, or (14.311.9)%,% from $4.2 million for the three months ended MarchJune 31,30, 2025 to $3.6$3.7 million for the three months ended MarchJune 31,30, 2026. The decrease was primarily attributable to the effect of certain software becoming fully depreciated.
Six months ended June 30, 2026 compared to six months ended June 30, 2025: Depreciation and amortization expense decreased $(1.1) million, or (13.1)%, from $8.4 million for the six months ended June 30, 2025 to $7.3 million for the six months ended June 30, 2026. The decrease was primarily attributable to the effect of certain software becoming fully depreciated.
Investment Income (Loss)
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025: Investment income decreased(loss) changed $2.2 million, from $(0.2) million, or (66.7)%, from $0.3 million for the three months ended MarchJune 31,30, 2025 to $0.1$2.0 million for the three months ended MarchJune 31,30, 2026, reflecting athe decreaseincrease in returns generated by seed capital investments in Funds that are not consolidated by the Company.
Six months ended June 30, 2026 compared to six months ended June 30, 2025: Investment income increased $2.0 million, from $0.1 million for the six months ended June 30, 2025 to $2.1 million for the six months ended June 30, 2026, reflecting the increase in returns generated by seed capital investments in Funds that are not consolidated by the Company.
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025: Interest income decreasedremained $(0.2)flat million,at or (18.2)%, from $1.1$0.8 million for both the three months ended MarchJune 31,30, 2025 toand $0.9June million30, for2026, the three months ended March 31, 2026. The decrease was due to a decrease in short-term investment returns, slightly offset by an increase in average cash balances in the three months ended March 31, 2026.respectively.
Six months ended June 30, 2026 compared to six months ended June 30, 2025: Interest income decreased $(0.2) million, or (10.5)%, from $1.9 million for the six months ended June 30, 2025 to $1.7 million for the six months ended June 30, 2026. The decrease was due to a decrease in short-term investment returns and a decrease in average cash balances in the six months ended June 30, 2026.
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025: Interest expense decreased $(1.41.7) million, or (29.232.1)%, from $4.8$(5.3) million for the three months ended MarchJune 31,30, 2025 compared to $3.4$(3.6) million for the three months ended MarchJune 31,30, 2026, relatedreflecting toa redemptionlower ofbalance ourdrawn $275 million 4.80% Senior Notes and associated cash flow hedge in December 2025, partially offset byon the additionrevolving of our $200 million delayed draw term loancredit facility in Octoberthe 2025.three months ended June 30, 2026.
Six months ended June 30, 2026 compared to six months ended June 30, 2025: Interest expense decreased $(3.1) million, or (30.7)%, from $10.1 million for the six months ended June 30, 2025 compared to $7.0 million for the six months ended June 30, 2026, related to redemption of our $275 million 4.80% Senior Notes and associated cash flow hedge in December 2025, partially offset by the addition of our $200 million delayed draw term loan facility in October 2025.
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025: Income tax expense increased $4.9 million, from $8.3$4.5 million for the three months ended MarchJune 31,30, 2025 to $13.2$9.4 million for the three months ended MarchJune 31,30, 2026. The increase in income tax expense primarily relates to an increase in pretax income attributable to controlling interest and non-deductible compensation in the three months ended MarchJune 31,30, 2026.
Six months ended June 30, 2026 compared to six months ended June 30, 2025: Income tax expense increased $9.8 million, from $12.8 million for the six months ended June 30, 2025 to $22.6 million for the six months ended June 30, 2026. The increase in income tax expense primarily relates to an increase in pretax income attributable to controlling interest and non-deductible compensation in the six months ended June 30, 2026.
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025: Consolidated Funds’ revenue increaseddecreased $0.3$(0.6) million, from $1.7$2.5 million for the three months ended MarchJune 31,30, 2025 to $2.0$1.9 million for the three months ended MarchJune 31,30, 2026. Consolidated Funds’ expense decreased $(0.10.6) million, from $0.7$1.4 million for the three months ended MarchJune 31,30, 2025 to $0.6$0.8 million for the three months ended MarchJune 31,30, 2026. Net consolidated Funds’ investment gain decreased $(5.54.9) million from $3.6$12.1 million for the three months ended MarchJune 31,30, 2025 to $(1.9)$7.2 million for the three months ended MarchJune 31,30, 2026. These movements relate to the underlying activity of our consolidated Funds.
Six months ended June 30, 2026 compared to six months ended June 30, 2025: Consolidated Funds’ revenue decreased $(0.3) million, from $4.2 million for the six months ended June 30, 2025 to $3.9 million for the six months ended June 30, 2026. Consolidated Funds’ expense decreased $(0.7) million, from $2.1 million for the six months ended June 30, 2025 to $1.4 million for the six months ended June 30, 2026. Net consolidated Funds’ investment gain decreased $(10.4) million from $15.7 million for the six months ended June 30, 2025 to $5.3 million for the six months ended June 30, 2026. These movements relate to the underlying activity of our consolidated Funds.
The following table shows our key U.S. GAAP operating metrics for the three and six months ended MarchJune 31,30, 2026 and 2025. The second, third and fourth metrics below have each been adjusted to eliminate the effect of consolidated Funds to more accurately reflect the economics of our Company.
(1)Excluding the effect of Funds’ consolidation in the applicable periods, the U.S. GAAP operating margin was 24.5%17.1% for the three months ended MarchJune 31,30, 20262026, and 26.1%12.1% for the three months ended MarchJune 31,30, 2025, 20.6% for the six months ended June 30, 2026 and 18.9% for the six months ended June 30, 2025.
(2)Excludes consolidated Funds’ expense of $0.6$0.8 million for the three months ended MarchJune 31,30, 2026, and $0.7$1.4 million for the three months ended MarchJune 31,30, 2025, $1.4 million for the six months ended June 30, 2026, and $2.1 million for the six months ended June 30, 2025.
(3)Excludes the effect of Funds consolidation for the three and six months ended MarchJune 31,30, 2026 and 2025.
(4)Excludes consolidated Funds’ revenue of $2.0$1.9 million for the three months ended MarchJune 31,30, 2026, and $1.7$2.5 million for the three months ended MarchJune 31,30, 2025, $3.9 million for the six months ended June 30, 2026, and $4.2 million for the six months ended June 30, 2025.
Reconciliation of U.S. GAAP Net Income to Economic Net Income for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025
The following table reconciles net income attributable to controlling interests to economic net income for the three and six months ended MarchJune 31,30, 2026 and 2025:
(1)The net return on seed/co-investment (gains) losses and financings for the three and six months ended MarchJune 31,30, 2026 and 2025 is shown in the following table:
(2)The three and six months ended MarchJune 31,30, 2026 includes legal-related restructuring costs of $0.2 million. The three and six months ended June 30, 2025 includes severance-related items of $(0.20.3) million.million and $(0.5) million, respectively.
(3)Reflects the sum of lines (i), (ii), (iii), (iv) and the restructuring component of line (vi) multiplied by the respective blended rates applicable to the adjustments. InPrior to the threefirst monthsquarter ended March 31,of 2026, we updated our approach for calculating the tax effect of adjustments within the above reconciliation. The three months ended March 31, 2025Company used a statutory income tax rate of 27.3% for these adjustments.27.3%. The Company now applies a blended income tax rate, which is intended to more accurately reflect the tax effect of the adjusting items. The effect of this change on prior periods is not material.
The following table reconciles U.S. GAAP revenue to ENI revenue for the three and six months ended MarchJune 31,30, 2026 and 2025:
The following table reconciles U.S. GAAP operating expense to ENI operating expense for the three and six months ended MarchJune 31,30, 2026 and 2025.
(1)The three and six months ended MarchJune 31,30, 2026 includes legal-related restructuring costs of $0.2 million. The three and six months ended June 30, 2025 includes $(0.20.3) million and $(0.5) million, respectively, of severance-related items.
(2)The three and six months ended MarchJune 31,30, 2025 excludes $(0.20.3) million and $(0.5) million, respectively, of severance-related items that are included within restructuring costs.
(1)Fixed compensation and benefits include base salaries, payroll taxes and the cost of benefit programs provided. The following table reconciles U.S. GAAP compensation and benefits expense for the three and six months ended MarchJune 31,30, 2026 and 2025 to ENI fixed compensation and benefits expense:
(a)The three and six months ended MarchJune 31,30, 2025 includesexcludes $(0.20.3) million and $(0.5) million, respectively, of severance-related items.items that is included within restructuring costs.
(a)The three and six months ended June 30, 2026 includes $0.2 million of legal-related restructuring costs.
The following table shows our key non-GAAP operating metrics for the three and six months ended MarchJune 31,30, 2026 and 2025. We present these metrics because they are the measures our management uses to evaluate the profitability of our business and are useful to investors because they represent the key drivers and measures of economic performance within our business model. Please see the footnotes below for an explanation of each ratio, its usefulness in measuring the economics and operating performance of our business, and a reference to the most closely related U.S. GAAP measure:
(a)The three and six months ended MarchJune 31,30, 2026 includes legal-related restructuring costs of $0.2 million. The three and six months ended June 30, 2025 includes $(0.20.3) million and $(0.5) million, respectively, of severance-related items.
(b)The three and six months ended MarchJune 31,30, 2025 excludes $(0.20.3) million and $(0.5) million, respectively, of severance-related items that are included within restructuring costs.
(2)The ENI operating margin, which is calculated before Acadian LLC key employee distributions, is used by management and is useful to investors to evaluate the overall operating margin of the business. The ENI operating margin is most comparable to our U.S. GAAP operating margin. Our U.S. GAAP operating margin, excluding the effect of consolidated Funds, is 24.5%17.1% for the three months ended MarchJune 31,30, 2026 and 26.1%12.1% for the three months ended MarchJune 31,30, 2025, 20.6% for the six months ended June 30, 2026, and 18.9% for the six months ended June 30, 2025.
(2)Taxed at the blended effective tax rate on pre-tax economic net income. Previously,Prior to the first quarter of 2026, the Company used a statutory income tax rate of 27.3%. The Company now applies a blended income tax rate, which is intended to more accurately reflect the tax effect. The effect of this change on prior periods is not material.
AAMI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 3 filings (3 insiders, 4 trade dates, 2,025,614 shares, about $155.7M). Net open-market shares: -2,025,614 (purchases minus sales); net value about -$155.7M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-04 | Wiater Christina |
Open-market sale | 244 | $92.36 | $22.5K |
| 2026-08-03 | Wiater Christina |
Open-market sale | 7,978 | $86.61 | $691.0K |
| 2026-08-03 | Wiater Christina |
Open-market sale | 17,389 | $87.49 | $1.5M |
| 2026-08-03 | Wiater Christina |
Open-market sale | 3 | $88.11 | $264 |
| 2026-06-17 | Paulson & Co. Inc. |
Open-market sale | 1,900,000 | $77.25 | $146.8M |
| 2026-06-15 | Trebbi Barbara |
Gift | 10,260 | — | — |
| 2026-06-15 | Trebbi Barbara |
Gift | 10,260 | — | — |
| 2026-05-14 | Paulson John |
Option exercise | 5,750 | — | — |
| 2026-05-14 | Chersi Robert J |
Option exercise | 3,286 | — | — |
| 2026-05-14 | Trebbi Barbara |
Option exercise | 3,286 | — | — |
| 2026-05-04 | Hart Richard Jonathan |
Open-market sale | 11,208 | $67.73 | $759.1K |
| 2026-05-04 | Hart Richard Jonathan |
Open-market sale | 88,792 | $66.87 | $5.9M |
Well-known investors holding AAMI (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Paulson & Co. (John Paulson) | 2026-06-30 | 5,843,282 | $417.9M | 16.23% | Reduced 25% |
| Soros Fund Management | 2026-06-30 | 610,248 | $43.6M | 0.57% | Reduced 6% |
| Two Sigma Investments | 2026-06-30 | 523,939 | $37.5M | 0.03% | Added 9% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 254,068 | $18.2M | 0.01% | Added 59% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 61,940 | $4.4M | 0.0% | Reduced 24% |
| Millennium Management (Israel Englander) | 2026-06-30 | 51,885 | $3.7M | 0.0% | Reduced 25% |
| D. E. Shaw & Co. | 2026-06-30 | 33,743 | $2.4M | 0.0% | Reduced 40% |
| Renaissance Technologies | 2026-06-30 | 31,651 | $2.3M | 0.0% | Reduced 48% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 18,848 | $1.3M | 0.0% | New position |