AMG 10-K & 10-Q changes, risk factors and insider trading

Additionally, our structured partnership interests are tailored to meet the needs of each Affiliate and are therefore varied, and our earnings may be adversely affected by changes in the relative performance or in the relative levels and mix of assets under management among our Affiliates, including as a result of restructurings or dispositions of our equity interests in an Affiliate, independent of our aggregate operating performance measures. Challenging market conditions, volatility or slowdowns affecting a particular asset class, client type, product structure, geographic region, industry or other category of investment could have a significant adverse impact on a specific Affiliate if its investments are concentrated in that area, which could result in lower investment returns and in turn, lower fees earned at that Affiliate. Further, certain Affiliates contribute more significantly to our results than other Affiliates and, therefore, changes in fee levels, particularly with respect to Affiliates earning performance-based fees, product mix, assets under management, or investment performanceperformance, ofor operational issues or other events impacting such Affiliates could have a disproportionate adverse impact on our financial condition and results of operations.

•financial crises, political or diplomatic developments or instability in the U.S. or globally, including uncertainties regarding actual and potential changes in domestic, foreign, trade, economic, and other policies, trade tensions, public health crises, civil unrest, war, terrorism, natural disasters, fluctuations in commodity prices, or risks associated with global climate change; and

•alleged or actual failures by us, our Affiliates, or our respective employees or third-party service providers or counterparties to comply with applicable laws, rules, or regulationsregulations, or contractual obligations or instructions;

•fund liquidity or valuation issues, or issues relating to the use of leverage, including with respect to assets within private markets funds, liquid alternatives,alternative, or similar products of certain of our Affiliates;

•fraudulent impersonations of us, our Affiliates, or members of our managementrespective employees by third-party bad actors, including in social engineering schemes that attempt to manipulate targeted recipients into sharing confidential information, participating in fraudulent investments, purport to offer investment services, or solicit fraudulent investments, including through fake websitesphone calls, e-mails, and websites, and on social media platforms and messaging applications; or

Any of the foregoing events, or the public announcement and potential publicity surrounding these issues, even if inaccurate, satisfactorily addressed, or if no violation or wrongdoing actually occurred, could adversely impact our Affiliates’ reputations and their relationships with clients, our relationships with our Affiliates,Affiliates and business partners, our access to the capital markets or other financing, and our ability to negotiate agreements with new independent investment firms, any of which could have an adverse effect on our reputation, our financial condition and results of operations, or the market price of our common stock.

Our Affiliates compete with numerous investment management firms globally, including public, privateprivate, and client-owned investment advisers; firms managing passively-managed products, including exchange traded funds; firms associated with securities broker-dealers, financial institutions, insurance companies, private equity firms, sovereign wealth funds; and other entities. These firms may have significantly greater financial, technological, and marketing resources, captive distribution and assets under management, or be subject to less regulation and accordingly have more flexibility to undertake and execute certain investments with less compliance expense, and many of these firms may offer products and services that our Affiliates may not in particular investment strategies. These firms may also compete by seeking to capitalize on a trend towards institutions consolidating the number of investment managers they work with. Competition from these firms may reduce the fees that our Affiliates can obtain for investment management services, or could impair our Affiliates’ ability to attractwith, and retainadvances clientin assets,technology and anydigital failure by our Affiliates to successfully develop competing new productswealth and services,distribution or effectively manage the associated operational risks, could harm our Affiliates’ reputations and expose them to additional costs or regulatory scrutiny, which could adversely affect our assets under management, financial condition and results of operations.tools.

Competition from these firms may reduce the fees that our Affiliates can obtain for investment management services, or could impair our Affiliates’ ability to attract and retain client assets, and any failure by our Affiliates to successfully adapt their strategies and develop competitive new products and services, or effectively manage the associated operational risks, could harm our Affiliates’ reputations and competitive positions, and expose them to additional costs or regulatory scrutiny, which could adversely affect our assets under management, financial condition and results of operations. We believe that our Affiliates’ ability to compete effectively with other firms depends upon the performance of our Affiliates’ investment strategies, the applicability of products to meet client objectives and preferences, and the continued development of increasingly complex strategies and productsproducts, including those offered on our U.S. wealth distribution platform, to meet the evolving needs and demands of investors, as well as our Affiliates’ reputations, client relationships, fee structures, client-servicing capabilities, and the marketing and distribution of their investment strategies, among other factors. See “Competition” in Item 1. Our Affiliates may not compare favorably with their competitors in any or all of these categories, and technological developments, including financial applications and services based on generative artificial intelligenceintelligence, machine-learning algorithms, and large language models (“AI”), may over time reduce the demand for, or clients’ willingness to pay for, certain products and services. From time to time, our Affiliates may also compete with each other for clients and investment opportunities.

While we believe that our existing cash resources and cash flow from operations will be sufficient to meet our working capital needs for normal operations for the foreseeable future, our continuing acquisitions of interests in independent investment firms and our other strategic initiatives may require additional capital. Further, we have significant purchase obligations relating to Affiliate equity interests, as well as commitments relating to general partner and seed capital investments, and it is difficult to predict the frequency and magnitude of these purchases or associated capital calls. Additionally, the valuation of certain of these assets on our balance sheet may cause volatility from period to period. As of December 31, 2024,2025, the current redemption value relating to Affiliate equity interests was $405.3$408.0 million, of which $350.5$246.8 million was presented as Redeemable non-controlling interests (including $12.9$32.2 million of consolidated Affiliate sponsored investment products primarily attributable to third-party investors), and $54.8$161.2 million was included in Other liabilities. See “Liquidity and Capital Resources-Affiliate Equity” in Item 7 and Notes 1513 and 1614 of the Consolidated Financial Statements. Unfunded commitments relating to general partner and seed capital investments were $236.5$285.0 million as of December 31, 2024.2025. See Notes 2 and 6 of our Consolidated Financial Statements. These obligations may require more cash than is then available from our existing cash resources and cash flows from operations. Thus, we may need to raise capital through additional borrowings or by selling shares of our common stock or other equity or debt securities, or otherwise refinance a portion of these obligations.

As of December 31, 2024,2025, we had outstanding debt of $2.7 billion. Our level of indebtedness may increase if wewe, our subsidiaries, and/or our consolidated Affiliates fund future investments or other expenses through borrowings. We may also seek to refinance existing indebtedness for the purpose of managing maturity dates, to seek alternative financing terms or for other reasons, which may not be available on similar terms as our existing indebtedness, including with respect to interest rates. Any additional indebtedness could increase our vulnerability to general adverse economic and industry conditions and may require us to dedicate a greater portion of our cash flows from operations to payments on our indebtedness.

The financing activities described above could increase our Interest expense, decrease our Net income (controlling interest), or dilute the interests of our existing stockholders. In addition, our access to additional capital, and the cost of capital we are able to access, is influenced by a number of factors, including the state of global credit and equity markets, interest rates, credit spreadsspreads, and our credit ratings. As a result, we may be unable to enter into new credit facilities or issue debt or equity in the future on attractive terms, or at all. We are currently rated A3 by Moody’s Investors Service and BBB+ by S&P Global Ratings. A reduction in our credit ratings could also increase our borrowing costs under our revolver or, in certain cases, give rise to a termination right by the counterparty under our derivative financial instruments, if any. There can be no assurance that we will achieve a particular credit rating or maintain any particular rating in the future.

As of December 31, 2024,2025, our total assets were $8.8$9.2 billion, of which $4.3$4.2 billion were intangibles, and $2.2$2.9 billion were equity method investments in Affiliates, an amount primarily composed of intangible assets. We cannot be certain that we will realize the value of such intangible assets. Our intangible assets may become impaired as a result of any number of factors, including changes in market conditions, declines in the value of assets under management, client attrition, product performance, reductions in fee rates, and changes in strategic objectives or growth prospects of an Affiliate. An impairment of our intangible assets or an other-than-temporary decline in the value of our equity method investments could adversely affect our financial condition and results of operations. Determining the value of intangible assets, and evaluating them for impairment, requires management to exercise significant judgment. InFor the year ended December 31, 2025, we recorded expenses to reduce the carrying value to fair value of certain acquired client relationships, and in prior periods,periods we have recorded expenses to reduce the carrying value to fair value of certain Affiliates and/or certain acquired client relationships, and may experience similar impairment events in future reporting periods. See “Critical Accounting Estimates and Judgments” in Item 7 and Notes 7 and 8 of the Consolidated Financial Statements.

We may not be successful in making investments in new firms or maintaining existing investments, and any firms that we do invest in may not have favorable results or performance following our initial investment or any subsequent investment, which could have an adverse effect on our financial condition and results of operations. Our investments involve a number of risks, including regulatory considerations and the existence of unknown liabilities that may arise after making an investment, some of which may depend upon factors that are not under our control. We may also make new investments using complex or innovative structures and terms, including joint ventures, deferred economics, or product development partnerships, which may introduce additional risks and uncertainties. Further, the consummation of our announced investments is generally subject to a number of closing conditions, contingenciescontingencies, and approvals, including, but not limited to, obtaining certain consents of the independent investment firm’s clients and applicable regulatory approvals. In the event that an announced transaction is not consummated, we may experience a decline in the price of our common stock.

Our growth strategy also includes selectively pursuing strategic partnerships, transactions, joint ventures, and initiatives, which could involve additional risks and uncertainties.

Our growth strategy also includes selectively pursuing strategic partnerships, transactions, joint ventures, and initiatives in areas where we can assist our Affiliates in growing and diversifying their businesses (including through seed capital, general partner commitments, and other strategic investments in our Affiliates and their funds), to further enhance our competitive position, or where we believe we can add value and generate meaningful returns. These strategic partnerships, transactions, joint ventures, and initiatives may be complementary to our existing business or involve new operational areas, product structures, or strategies (including in private markets and liquid alternatives), which includes, among others, initiatives to increase the number and type of investment products offered to high-net-worth individuals and families through our U.S. wealth and global distribution platforms, and expanding the geography and scope of our operations. These initiatives involve risks and uncertainties, including compliance with additional regulatory and disclosure requirements, increased potential for disputes, exposure to more volatile market segments and reputational risks, and significant commitments of capital over extended periods of time. Addressing these risks and uncertainties may require additional resources and investment, including the implementation of new operational controls and procedures, as well as require complex contractual arrangements, structures, and specialized skills. There is no certainty that such initiatives will deliver the anticipated benefits over the expected time frame or at all, or that our stockholders will react favorably. Any failure to successfully execute on strategic partnerships, transactions, joint ventures, or initiatives, including in connection with our entry into new operational areas or effectively managing associated risks, or by our Affiliates in deploying strategic capital into suitable new investment opportunities, could harm our reputation and expose us to additional costs,costs or divert resources from other opportunities, which could adversely affect our assets under management, financial condition, and results of operations.

In the case of structures where we contractually share in the Affiliate’s revenue without regard to expenses, comprising Affiliates that contribute a majority of our Consolidated revenue, the Affiliate allocates a specified percentage of its revenue to us and Affiliate management, while using the remainder for operating expenses and additional distributions to Affiliate management. In these types of structures, while our distributions generally have priority, our agreed allocations may not anticipate changes in the revenue and operating expense base of the Affiliate, and the revenue remaining after our specified share is allocated to us may not be large enough to cover all of the Affiliate’s operating expenses, which could result in a reduction of the amount allocated to us or could negatively impact the Affiliate’s operations and prospects.

From time to time, we may reposition our relationships with our Affiliates, which could, among other things, include changes to our structured partnership interests, including changes in our ownership level and in the calculation of our share of revenue and/or operating expenses. Such repositioning may be done in order to address an Affiliate’s succession planning, changes in its revenue or operating expense base, our or the Affiliate’s strategic planning, regulatory considerations, or other developments. Any repositioning of our interest in an Affiliate may result in increased exposure to changes in the Affiliate’s revenue and/or operating expenses, or in additional investments or commitments from us, or could increase or reduce, or change the structure of, our interest in the Affiliate.Affiliate, or cause misalignment with Affiliate management. In some cases, this could result in the partial or full divestment of our interest to Affiliate management or to a third-party, or in our acquisition of all of the equity interests of the Affiliate. The divestment of our interests in an Affiliate may result in changes in the composition of our assets under management or client cash flows, and there can be no assurance that the proceeds from any such transactions will be deployed more effectively, including for new investments or other strategic initiatives, than if we retained our interest in such Affiliate. In addition, certain of our Affiliates have customary rights in certain circumstances to restructure or sell their interests in their firm to a third-party, which could be through a direct majority or minority sale transaction, a private or public offering, or otherwise, and to cause us to participate in such restructuring or sale, which could be on terms that we view as less favorable than an alternative transaction or to retaining our interest.interest, Anyor suchthat we may view favorably, but results in reduced control for us, shifting incentives, and creating additional risks and uncertainties. The occurrence of any of the above transactions or changes, increases in the frequency thereof, or disputes in relation to such transactions or changes which do not resolve in our favor,changes, could have an adverse impact on our reputation, financial condition, and results of operations.operations, as well as on our relationships with existing and prospective Affiliates, and could divert capital from other opportunities.

In addition, our Affiliates depend heavily on the services of key principals who, in many cases, have managed their firms for many years. These principals often are primarily responsible for their firm’s investment decisions. Although we use a combination of economic incentives, transfer restrictions and, in some instances, non-solicitation, non-competition, and employment agreements in an effort to retain key Affiliate personnel, there is no guarantee that these principals will remain with their firms or refrain from competing with us if they depart their firms. The market for highly skilled professionals in the investment management industry is highly competitive, particularly in alternative strategies.strategies, and further technological advancements, including with respect to AI, could result in increased demand and competition for individuals with certain specialized skills and technological knowledge. These individuals also have an increasing number of employment options outside of asset management firms, such as family offices and multi-manager platforms. Further, the departure of key individuals at an Affiliate could also cause investors to reduce or terminate their investments in such Affiliates’ funds or products, or trigger certain provisions tied to the departure of, or cessation of committed time, by specified persons (known as “key person” provisions) in the documentation governing certain Affiliate products and funds, which could permit the suspension or termination of those products’ investment periods. In addition, the pervasiveness of social media and public focus on the externalities of business activities could lead to wider dissemination of adverse or inaccurate information relating to such key individuals, making remediation more difficult and magnifying reputational risk. Since certain of our Affiliates contribute more significantly to our results than other Affiliates, the loss of key personnel at these Affiliates could have a disproportionately adverse impact on our business, financial condition, and results of operations.

The sale or issuance of substantial amounts of our common stock in the public market could adversely impact its price. In connection with our financing activities we maintain an equity distribution program, under which we may issue shares of our common stock from time to time. We also have outstanding option and restricted stock awards that have been granted under our share-based incentive plans. Additionally, we have the right to settle certain Affiliate equity purchase obligations with shares of our common stock. Moreover, in connection with future financing activities, we may issue additional convertible securities or shares of our common stock, including through forward equity transactions. Any such issuance of shares of our common stock could have the effect of substantially diluting the interests of our current equity holders. In the event that a large number of shares of our common stock are sold or issued in the public market, or the expectation that such sales or issuances will occur, the price of our common stock may decline as a result.

that, in some cases, require regulatory notifications and other filings if a single stockholder acquires an ownership position in the Company exceeding certain specified thresholds, regardless of whether a change in control has occurred for purposes of the Advisers Act or the Investment Company Act. Such an ownership position could also trigger approvals under FINRA, for Affiliates operating a broker-dealer in the U.S. As a result, a large ownership position in our stock, whether or not resulting in a change of control of the Company, could result in increased regulatory reporting and compliance costs, and potential restrictions on our or our Affiliates’ business activities, and could reduce the fees that our Affiliates receive under investment management contracts, any of which could have an adverse effect on the Company’s financial condition and results of operations.

Our and our Affiliates’ businesses are subject to complex and extensive regulation by regulatory and self-regulatory authorities and exchanges in various jurisdictions around the world, which, for our Affiliates and our U.S. wealth distribution subsidiary, include those applicable to investment advisers, as detailed in “Government Regulation” in Item 1. Applicable laws, rules, and regulations impose requirements, restrictions, and limitations on our and our Affiliates’ businesses, and can result in significant compliance and operational costs. Further, this regulatory environment may be altered without notice by new laws or regulations, revisions to existing laws or regulations, or new or revised interpretations, guidance, or enforcement priorities, and could cause us or our Affiliates to change or curtail operations or product offerings. Any determination of a failure to comply with applicable laws, rules, or regulations could expose us, our Affiliates, or our respective employees to civil liability, criminal liability, or disciplinary or enforcement action, with penalties that could include the disgorgement of fees, fines, sanctions, suspensions, termination of adviser status, or censure of individual employees or revocation or limitation of business activities or registration, and may result in monetary losses that are not covered by insurance in adequate amounts or at all, any of which could have an adverse impact on our stock price, financial condition, and results of operations. Further, if we, any of our Affiliates, or our respective employees or third-party service providers were to fail to comply with applicable laws, rules, or regulations, or be named as a subject of an investigation or other regulatory action, the public announcement and potential publicity surrounding any such failure, investigation, or action could have an adverse effect on our or our Affiliates’ reputations and on our stock price and result in increased costs, even if we, our Affiliates, or our respective employees or third-party service providers were found not to have violated such laws, rules, or regulations.

Recently implemented and proposed regulations globally have called for more stringent oversight of the financial services industry in which we and our Affiliates operate. In the U.S., the newSEC presidentialhas administrationfocused mayits shiftenforcement, examination, and rulemaking activities on issues relevant to alternative asset management firms, including consistent application of the methodology, disclosure, and conflicts of interest related to the valuation of private funds to increase transparency and accountability. Further, in response to shifting enforcement priorities under existing regulations, alter existing regulations, or pursue additionaland rulemaking impactingactivities at the financialfederal services industry, whereaslevel, certain state and other governmental entities have maintained, and may continue to seek to maintainmaintain, existing, or implement potentially more rigorous, regulatory requirements in response, which, coupled with legal challenges to a number of significant regulations and judicial decisions regarding administrative law, may create uncertainty or lead to divergent interpretations of law, or change the requirements applicable to our and our Affiliates’ businesses. The SEC also continues to focus on issues related to the valuation of private funds, including consistent application of the methodology, disclosure, and conflicts of interest, in its enforcement, examination, and rulemaking activities. These and other regulatory developments could adversely affect our and our Affiliates’ businesses, increase compliance and operational costs, require that we or our Affiliates change or curtail operations or investment offerings, or impact our and our Affiliates’ access to capital and the market for our common stock.

These and other regulatory developments could adversely affect our and our Affiliates’ businesses, increase compliance and operational costs, require that we or our Affiliates change or curtail operations or investment offerings, or impact our and our Affiliates’ access to capital and the market for our common stock. Further, in recent years, regulators in the U.S., the UK, and other jurisdictions have expanded rules and devoted greater resources and attention to the enforcement of anti-bribery and anti-money laundering laws, and while we and our Affiliates have developed and implemented policies and procedures designed to comply with these rules, such policies and procedures may not be effective in all instances to prevent violations.

We and certain of our Affiliates conduct business outside the U.S., and a number of our Affiliates are based or have offices outside the U.S. and, accordingly, are subject to risks inherent in doing business internationally. These risks may include difficulties in staffing and managing foreign operations, longer payment cycles, difficulties in collecting investment advisory and other fees receivable, different (and in some cases less stringent) legal, regulatory and accounting regimes, political instability, exposure to fluctuations in currency exchange rates, expatriation controls, expropriation risks, and potential adverse tax consequences. For example, regulations in the European Union (the “EU”) pertaining to the integration of environmental, social, and governance topics into, among other things, the organizational, risk, and governance arrangements of certain financial entities, and increased disclosure requirements with regard to such factors generally, may materially impact the investment management industry in member states that have adopted, or may in the future adopt, such legislation. Conversely, opposition to environmental, social, and governance initiatives has gained momentum in the U.S., with several states and Congress having proposedproposed, enacted, or enactedindicated an intent to pursue policies, legislation, or initiatives opposing such efforts.efforts, including engaging in related inquiries, investigations, and litigation. The dynamic nature of environmental, social, and governance-related regulations could impact our or our Affiliates’ businesses, increase regulatory and compliance costs, and adversely affect our profitability, which effects could be exacerbated in the event of regulatory uncertainty or conflicting or inconsistent regulatory guidance related thereto, including in the U.S. and the UK, as applicable. In addition, as a result of operating internationally, certain of our Affiliates and our global capital distribution platform are subject to requirements under non-U.S. regulations to maintain minimum levels of net capital. Such capital requirements may be increased from time to time with limited advance notice, which may have the effect of limiting withdrawals of capital by us and the payment of distributions to us or, if there were a significant change in the required capital or an extraordinary loss or charge against net capital at a particular Affiliate, could adversely impact such Affiliate’s ability to expand or maintain operations. These or other risks related to our and our Affiliates’ international operations may have an adverse effect on our business, financial condition, and results of operations.

We are subject to income taxes as well as non-income based taxes in the U.S. and certain foreign jurisdictions, and our Affiliates are generally subject to taxes in the jurisdictions in which they operate. Tax laws, regulationsregulations, and administrative practices in these jurisdictions may be subject to significant change, with or without notice, and significant judgment is required in estimating and evaluating tax provisions and accruals. Our and our Affiliates’ effective tax rates could be affected by a change in the mix of earnings with differing statutory tax rates, changes to our or their existing businesses, and changes in relevant tax, accounting or other laws, regulations, administrative practices, and interpretations. In the U.S., An Act to Provide for Reconciliation Pursuant to Title II of the newH. presidentialCon. administrationRes. has14 indicated(the that“Act”) itwas maysigned pursueinto variouslaw in July 2025, which included certain modifications to federal tax law. Although the Act is not expected to have a material impact on our net income and cash flows, any future tax reform proposals, which, if ultimately enacted into legislation, could materially impact our tax provision, deferred tax assets, and tax liabilities, or impact decisions on how to return value to stockholders in the most efficient manner. Further, a portion of our earnings is from outside of the U.S., and the foreign government agencies in jurisdictions in which we and our Affiliates do business continue to focus on the taxation of multinational companies, and could implement changes to their tax laws. For example, the Organization for Economic Co-operation and Development (“OECD”) has agreed to a two-pillar approach to global taxation focusing on global profit allocation, referred to as Pillar One, and a 15% global minimum corporate tax rate (“Pillar Two”), effective for fiscal years beginning on or after December 31, 2023. Many countries, including jurisdictions in which we or our Affiliates do business, are enacting changes to their tax laws to adopt certain portions of the OECD’s proposals. The potential effects may vary depending on the specific provisions and rules implemented by each jurisdiction. We cannot predict future changes in the tax laws, regulations, administrative guidance, or judicial decisions to which we and our Affiliates are subject or that could apply to our and our Affiliates’ businesses, and any changes to federal, state or foreign tax laws, regulations, accounting standards or administrative practices, or the release of additional guidance, interpretations or other information, including in connection with Pillar Two or otherwise, could impact our estimated effective tax rate and overall tax expense, as well as our earnings estimates, and could result in adjustments to our treatment of deferred taxes, including the realization or value thereof, or in unanticipated additional tax liabilities, or cause us or our Affiliates to change or curtail product offerings, any of which could have an adverse effect on our business, financial condition, and results of operations.

In addition, we and our Affiliates may be subject to tax examinations and inquiries by certain federal, state, and foreign tax authorities. We regularly assess the likely outcomes of examinations that we are subject to, in order to determine the appropriateness of our tax provision; however, tax authorities may disagree with certain positions we have taken or may take, and may assess additional taxes and/or penalties and interest. There can be no assurance that we will accurately predict the outcomes of any examinations and the actual outcomes could have an adverse impact on our financial condition and results of operations.

Certain of our Affiliates are limited liability companies or limited partnerships (or equivalent non-U.S. forms) of which we, or entities controlled by us, are the managing member or general partner (or equivalent). Consequently, to the extent that any of these Affiliates incur liabilities or expenses that exceed their ability to pay for them, we may be directly or indirectly liable for their payment. Similarly, an Affiliate’s payment of distributions to us may be subject to claims by potential creditors, and an Affiliate may default on distributions that are payable to us. In addition, with respect to each of these Affiliates, wecreditors, regulators, or other counterparties or claimants may beseek heldto hold us directly or indirectly liable in somecertain circumstances as a control person for the acts of the Affiliate or its employees. Such claims, even if ultimately unsuccessful, could result in significant costs, diversion of management attention, reputational harm, or adverse financial consequences. Further, we also conduct compliance, governance, and operational activities, including with respect to distribution, sales, and marketing, through our U.S. wealth and global distribution platforms to extend the reach of our Affiliates, and any liability arising in connection with these activities, whether as a result of our own actions or the actions of our participating Affiliates or third-party service providers, could result in direct liability to us. Accordingly, we and our Affiliates may face various claims, litigation, or complaints from time to time, and we cannot predict the eventual outcome of such matters, some of which may be resolved in a manner unfavorable to us or our Affiliates, or whether any such matters could become material to a particular Affiliate or us in any reporting period. See “Legal Proceedings” in Item 3. While we and our Affiliates maintain errors and omissions and general liability insurance in amounts believed to be adequate to cover potential liabilities, we cannot be certain that we or our Affiliates will not have claims or related expenses that exceed the limits of available insurance coverage, that the insurers will remain solvent and will meet their obligations to provide coverage, or that insurance coverage will continue to be available to us and our Affiliates with sufficient limits and at a reasonable cost. Any legal proceedings or regulatory matters that we or our Affiliates are subject to could, whether with or without merit, be time consuming and expensive to defend and could divert management attention and resources, and could result in judgments, findings, settlements, or allegations of wrongdoing that could adversely affect our or their reputation, current and future business relationships, and our financial condition and results of operations.

Our and our Affiliates’ businesses are reliant upon financial, accounting, and technology systems and networks to process, transmit, and store information, including sensitive client and proprietary information, and to conduct many business activities and transactions with clients, advisers, regulators, vendors, and other third parties. The failure to implement, maintain, and safeguard an infrastructure commensurate with the size and scope of our and our Affiliates’ businesses could impede productivity and growth, which could adversely impact our financial condition and results of operations. Further, we and our Affiliates rely on third parties for certain aspects of our respective businesses, including financial intermediaries, providers of technology infrastructure, and other service providers such as broker-dealers, custodians, administrators and other agents, as well as accounting, legal, and other professional advisors, and these parties are susceptible to similar risks.risks, which risks are further heightened by the concentration of certain key services such as cloud storage and e-mail services with certain third-party service providers, which have experienced outages.

Our computer systems, software, internal and cloud-based networks, and mobile devices are vulnerable to cyber-attacks, data privacy or security breaches, phishing schemes and related fraud attempts, ransomware, social engineering, unauthorized access, theft, misuse, computer viruses, or other malicious code and other events that could have a security impact.impact, and bad actors may target us and our Affiliates because they believe we hold personal, confidential, and other price sensitive information about our clients, and existing and potential investments, as applicable. Any such cyber-attacks could have a material impact on our financial conditions or results of operations. Further, third parties on whom we and our Affiliates rely, including those providing cloud-based network services, may have similar vulnerabilities and may lack the necessary infrastructure or resources, or may otherwise fail, to adequately protect against or respond to any cyber-attacks, data breaches, or other incidents. If any such events occur, it could jeopardize confidential, proprietary, or other sensitive information of ours, our Affiliates and our respective clients, employees or counterparties that may be stored in, or transmitted through, internal or third-party computer systems, networks, and mobile devices, the volume of which has increased rapidly in recent years, or could otherwise cause interruptions or malfunctions in our and our Affiliates’ operations or those of our respective clients or counterparties, or in the operations of third parties on whom we and our Affiliates rely. The advancementrapid evolution and increased availability of AI has intensified cybersecurity risk, and given rise to additional vulnerabilities and potential entry points for cyber threats, providing threat actors with additional tools to automate attacks, evade detection, generate sophisticated phishing emails, or impersonate legitimate businesses or individuals. Despite efforts to ensure the integrity of systems and networks, it is possible that we, our Affiliates, or our respective third-party service providers may not be able to anticipate or to implement effective preventive measures against all threats, especially because the techniques used change frequently and can originate from a wide variety of sources. Further, human errors may occur from time to time at our third-party service providers’ staff or among our or our Affiliates’ employees, which can lead to or exacerbate security vulnerabilities or attacks. The increasing frequency, scope, and sophistication of these cyber threats, and involvement of large criminal organizations that share tactics and strategies, including in foreign jurisdictions in which we and our Affiliates operate, along with the continued reliance on work-from-home environments, personal mobile and computing technologies, and third-party web conferencing services, have increased exposures to these security-related risks. As a result, we or our Affiliates could experience disruption, significant losses, increased costs, reputational harm, regulatory actions, or legal liability, any of which could have an adverse effect on our financial condition and results of operations. We or our Affiliates may be required to spend significant additional resources to modify protective measures or to investigate and remediate vulnerabilities or other exposures, and may be subject to litigation, regulatory investigations, and potential fines, and financial losses that are either not insured against fully or not fully covered through any insurance that we or our Affiliates maintain. Additionally, given our business model of providing our Affiliates with autonomy in managing their businesses, we do not control, and may have limited involvement in, the design, oversight, and maintenance of their technology systems and networks, as well as in the identification of or response to any cyber-attacks, data breaches, or other incidents. See “Cybersecurity” in Item 1C.

Further, government and regulatory oversight of data privacy in particular has become a priority for regulators around the world, including as examples, through the EU’s General Data Protection Regulation and the California Privacy Rights Act, resulting in heightened data security and handling requirements, increased enforcement risk and fines, increased compliance costs, and expanded incident responseresponse, reporting, and reportingnotification obligations. More recently, the SEC has implemented new rules related to cybersecurity risk management for public companies and mayindicated implementthat similarthe new rules for registered investment advisers, broker-dealers,implementation and funds,testing which have resulted or may result, as applicable, in increased disclosure requirements, obligations to report certainof cybersecurity incidents to the SEC,procedures and liabilitiescontrols relatedis toa ourcontinued andexamination our Affiliates’ technology systems and networks.priority. Recent well-publicized security breaches and service outages at other companies and third-party service providers have exemplified security-related vulnerabilities, and may lead to further government and regulatory scrutiny and heightened security requirements both in the U.S. and in other jurisdictions in which we and our Affiliates operate.

Through AMG’s distinctive approach, we enhance these advantages to magnify the long-term success of our Affiliates and actively support their independence. Our innovative model enables each Affiliate’s management team to retain autonomy and significant equity ownership in their firm, while they leverage our strategic capabilities and insight, including access to growth capital, product strategy and development, capital formation,formation andcapabilities, incentive alignment and succession planning.planning, and strategic advisory to expand their reach, diversify their businesses, and enhance their long-term success. As of December 31, 2024,2025, our aggregate assets under management were approximately $708$813 billion across a diverse range of private markets, liquid alternatives,alternative, and differentiated long-only investment strategies.

OnIn Februarythe 6,first quarter of 2025, we announced the completion ofcompleted our minority investment in NorthBridge Partners, LLC (“NorthBridge”), a private markets manager specializing in industrial logistics real estate assets. Following the close of the transaction, NorthBridge partners continue to hold a significant majority of the equity of the firmassets, and direct its day-to-day operations. The financial results will be recognized in the Consolidated Financial Statements onesecond quarter of 2025, we completed our minority investment in arrears.Verition Fund Management LLC (“Verition”), a global multi-strategy investment firm.

Assets under management, and therefore average assets under management, include the assets under management of our consolidated and equity method Affiliates. Assets under management is presented on a current basis without regard to the timing of the inclusion of an Affiliate’s financial results in our operating performance measures and Consolidated Financial Statements. Average assets under management reflects the timing of the inclusion of an Affiliate’s financial results in our operating performance measures and Consolidated Financial Statements. Average assets under management for mutual fundsequities and similar investment products generally represents an average of the daily net assets under management, while for institutionalliquid alternatives and highmulti-asset netand worthfixed clients,income products, average assets under management generally represents an average of the assets at the beginning or end of each month during the applicable period. Average assets under management for private markets products generally represents total commitments or invested assets under management.

Aggregate fees consist of the total asset- and performance-based fees earned by all of our consolidated and equity method Affiliates. In the case of our equity method Affiliates, asset- and performance-based fees are presented net of certain expense reimbursements paid by the underlying products. For certain of our Affiliates accounted for under the equity method, we report the Affiliate’s aggregate fees one quarter in arrears. Aggregate fees are provided in addition to, but not as a substitute for, Consolidated revenue or other GAAP performance measures.

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

Aggregate fees consist of asset- and performance-based fees of our consolidated and equity method Affiliates. In the case of our equity method Affiliates, asset- and performance-based fees are presented net of certain expense reimbursements paid by the underlying products. Asset-based fees include advisory and other fees earned by our Affiliates for services provided to their clients and are typically determined as a percentage of the value of a client’s assets under management, generally inclusive of uncalled commitments. Asset-based fees are generally impacted by the level of average assets under management and the composition of these assets across our strategies with different asset-based fee ratios. Our asset-based fee ratio is calculated as asset-based fees divided by average assets under management.

Performance-based fees are based on investment performance, typically on an absolute basis or relative to a benchmark or hurdle rate, and are generally recognized when it is improbable that there will be a significant reversal in the amount of revenue recognized. Performance-based fees are generally recognized less frequently than asset-based fees and will vary from period to period because they inherently depend on investment performance. As of December 31, 2024,2025, approximately 27%28% of our total assets under management could potentially earn performance-based fees. These percentages were approximately 12%10% and 47% of our assets under management for our consolidated Affiliates and Affiliates accounted for under the equity method, respectively. We anticipate performance-based fees will be a recurring component of our aggregate fees; however we do not anticipate these fees to be a significant component of our Consolidated revenue as these fees are predominately earned by our Affiliates accounted for under the equity method.

Aggregate fees were $5,236.0$6,167.5 million in 2024,2025, an increase of $169.4$931.5 million or 3%18% as compared to 2023.2024. The increase in our aggregate fees was due to a $323.1$660.2 million or 6%13% increase from asset-based fees,fees offset byand a $153.7$271.3 million or 3%5% decreaseincrease from performance-based fees, primarily in our liquid alternative strategies. The increase in asset-based fees was principally due to an increase in our Affiliates’ average assets under management, primarily in our liquid alternative and private markets strategies, and changes in the composition of our assets under managementmanagement, primarilyincluding drivennet byclient cash flows from our Affiliates managing alternative strategies, which typically have higher fee rates and the impact of our investments in new Affiliates.Affiliates primarily managing alternative strategies.

Adjusted EBITDA (controlling interest) is an important supplemental financial performance measure for management as it provides a comprehensive view of our share of the financial performance of our business. Adjusted EBITDA (controlling interest) increased $37.4$103.7 million or 4%11% in 2024,2025, primarily fromdue investmentsto a $931.5 million or 18% increase in newaggregate Affiliates and the recognition of performance-based fees earned by Affiliates in which we hold a greater economic interest.fees.

We believe Economic net income (controlling interest) is an important supplemental financial performance measure because it represents our performance before non-cash expenses primarily related to our acquisition of interests in Affiliates and improves comparability of performance between periods. Economic net income (controlling interest) decreasedincreased $16.2$67.7 million or 2%10% in 2024,2025, primarily due to a $32.8 million increase in current and other deferred taxes attributable to the controlling interest and a $9.5 million increase in Interest expense attributable to the controlling interest. These decreases were partially offset by a $37.4$103.7 million or 4%11% increase in Adjusted EBITDA (controlling interest).

The following discussion includes the key operating performance measures and financial results of our consolidated and equity method Affiliates. Our consolidated Affiliates’ financial results are included in our Consolidated revenue, Consolidated expenses, and Investment and other income, and our share of our equity method Affiliates’ financial results is reported, net of intangible amortization and impairments,impairments and tax, in Equity method income (net). in our Consolidated Statements of Income.

Our Consolidated revenue is derived from our consolidated Affiliates, primarily from asset-based fees from investment management services.services earned by our consolidated Affiliates. For these Affiliates, we typically use operating structures where we contractually share in the Affiliate’s revenue without regard to expenses. Consolidated revenue is generally determined by the level of our consolidated Affiliates’ average assets under management and the composition of these assets across our consolidated Affiliates’ investment strategies with different asset-based fee ratios and performance-based fees.

OtherCompensation and related expenses (net)increased decreased $5.5$104.5 million or 12%11% in 2024,2025, primarily due to aan $2.7$83.9 million decreaseincrease in expensesAffiliate relatedequity-related to changes in the values of contingent payment obligationsactivities and a $1.5$7.2 million decreaseincrease in rentshare-based and related office costs.compensation.

When we do not own a controlling equity interest in an Affiliate, but have significant influence, we account for our interest in the Affiliate under the equity method. Our share of pre-tax earnings or losses from Affiliates accounted for under the equity method (“pre-tax equity method earnings”), net of intangible amortization and impairments,impairments and tax, is included in Equity method income (net). For certain of our Affiliates accounted for under the equity method, we report the Affiliate’s financial results in our Consolidated Financial Statements one quarter in arrears.

Our equityEquity method revenuerevenue, net is derived primarily from asset- and performance-based fees from investment management services earned by our equity method Affiliates.Affiliates, net of certain expense reimbursements paid by the underlying products. Equity method revenuerevenue, incorporates the total asset- and performance-based fees earned by all of our Affiliates accounted for under the equity method andnet is generally determined by the level of our equity method AffiliateAffiliates’ average assets under management and the composition of these assets across our equity method Affiliates’ investment strategies with different asset-based fee ratios and performance-based fees. Our Affiliates accounted for under the equity method manage a greater proportion of assets subject to performance-based fees than our consolidated Affiliates and, as a result, equity method revenuerevenue, net will generally have more performance-based fees than Consolidated revenue.

The following table presents our equity method AffiliateAffiliates’ average assets under management and equity method Affiliate revenuerevenue, (“equity method revenue”),net, as well as pre-tax equity method earnings, equity method intangible amortization, and equity method intangible impairments, if any, and equity method income tax, which in aggregate form Equity method income (net):

Our equityEquity method revenuerevenue, net increased $186.3$898.0 million or 6%28% in 2024,2025, due to a $343.4$634.1 million or 11%20% increase from asset-based fees,fees offset byand a $157.1$263.9 million or 5%8% decreaseincrease from performance-based fees, primarily in our liquid alternative strategies. The increase in asset-based fees was principally due to an increase in our equity method AffiliateAffiliates’ average assets under management, primarily in our liquid alternative and private markets strategies, and changes in the composition of our assets under managementmanagement, primarilyincluding drivennet byclient cash flows from our equity method Affiliates managing alternative strategies, which typically have higher fee rates and the impact of our investments in new Affiliates.Affiliates primarily managing alternative strategies.

Equity method intangible amortization increased $4.1$8.0 million or 5%9% in 2024,2025, primarily due to a $19.5$17.6 million increase in amortization expense due to investments in new AffiliatesAffiliates. This increase was partially offset by a $4.6 million decrease in amortization expense related to certain definite-lived assets being fully amortized and a $17.9$3.9 million increasedecrease in amortization expense due to a decrease in actual and expected client attrition for certain definite-lived acquired client relationships. These increases were partially offset by a $33.3 million decrease in amortization expense related to certain definite-lived assets being fully amortized.

EquityFor the year ended December 31, 2024, we recorded a $39.9 million impairment on equity method investments. For the year ended December 31, 2025, no equity method intangible impairments increasedwere $30.3 million in 2024.recorded. See Note 8 of our Consolidated Financial Statements.

For the years ended December 31, 20222023 and 2023,2025, we recorded gainsa gain of $641.9$133.1 million on the sale of our equity interest in BaringVeritable, Private Equity AsiaLP ("BPEA") to EQT AB ("EQT"), a public company listed on the Nasdaq Stockholm (EQT.ST“Veritable”) (the "BPEA“Veritable Transaction"”), inand connectiontotal withgains of $371.3 million related to the strategic combinationsale of BPEAour equity interests in Peppertree, Comvest’s private credit business, and EQT,Montrusco which was completed in the fourth quarter of 2022, and $133.1 million on the Veritable Transaction,Bolton, respectively. See Notes 7 and 8 of our Consolidated Financial Statements.

Investment and other income decreasedincreased $39.7$5.7 million or 34%7% in 2024,2025, primarily due to a $35.3 million decreaseincreases in net realized and unrealized gains on other investments and marketable securities of $17.4 million and $5.8 million, respectively. These increases were partially offset by a $16.6 million decrease in marketableinterest securities.income.

Income tax expense decreasedincreased $2.7$99.7 million or 1%55% in 2024.2025. Our effective tax rate (controlling interest) for the year ended December 31, 20242025 was 25.5%27.5% as compared to 20.9%25.5% for the year ended December 31, 2023.2024. The increase in the effective tax rate (controlling interest) was primarily due to discrete foreignunrecognized tax benefits for the year ended December 31, 2023, and annon-deductible expensecompensation to reduce the carrying value of an Affiliate to fair value for which no tax benefit was recorded,expense, partially offset by higher tax windfalls attributable to share-based compensation,compensation for the year ended December 31, 2024.2025.

Adjusted EBITDA (controlling interest) represents our performance before our share of interest expense, income and certain non-income based taxes, depreciation, amortization, impairments, gains and losses related to Affiliate Transactions,transactions, and non-cash items such as certain Affiliate equityequity-related activity,activities, gains and losses on our contingent payment obligations, and unrealized gains and losses on seed capital, general partner commitments, and other strategic investments. Adjusted EBITDA (controlling interest) is also adjusted to include realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments.

Through AMG’s distinctive approach, we enhance these advantages to magnify the long-term success of our Affiliates and actively support their independence. Our innovative model enables each Affiliate’s management team to retain autonomy and significant equity ownership in their firm, while they leverage our strategic capabilities and insight, including access to growth capital, product strategy and development, capital formation capabilities, incentive alignment and succession planning, and strategic advisory to expand their reach, diversify their business, and enhance their long-term success. As of MarchJune 31,30, 2026, our aggregate assets under management were approximately $882$942 billion across a diverse range of private markets, liquid alternative, and differentiated long-only investment strategies.

Our Affiliates manage capital on behalf of clients across a diverse range of investment strategies. Our Affiliates earn asset-based fees on the capital that they manage and certain of our Affiliates’ strategies earn performance-based fees based on the performance generated by their investment products. For the three months ended June 30, 2026, assets under management increased $60.4 billion or 7%, and for the six months ended June 30, 2026, assets under management increased $129.1 billion or 16%. These increases were driven by net client cash flows and market appreciation, and for the six months ended June 30, 2026, the increase was also due to the addition of assets associated with new Affiliate investments. We continue to see client demand for alternative strategies with; broad-based demand for our Affiliates’ liquid alternative and private markets strategies generatinggenerated strong net inflows in the quarter, while our Affiliates’ equity strategies experienced net outflows in line with trends across the industry. As we continue to execute our growth strategy by investing in new and existing Affiliates, as well as in AMG’s strategic capabilities, we expect our business mix to further evolve,evolve and diversify, expanding our exposure to in-demand strategies in both private markets and liquid alternatives, and better positioning AMG to continue to benefit from industry growth trends with an increasingly diversified business profile.trends.

The following tabletables presentspresent changes in our assets under management by strategy for the three and six months ended MarchJune 31,30, 2026:

_________________________ (1)Attributable to BBHthe CreditmyCIO Partners and HighBrookTransaction as of their respectivethe closing dates.date.

(1)Past performance is not indicative of future results. Performance and AUM information is as of MarchJune 31,30, 2026 and is based on data available at the time of calculation. Product returns are sourced from Affiliates while benchmark returns are generally sourced via third-party subscriptions.

Performance-based fees are based on investment performance, typically on an absolute basis or relative to a benchmark or a hurdle rate, and are generally recognized when it is improbable that there will be a significant reversal in the amount of revenue recognized. Performance-based fees are generally recognized less frequently than asset-based fees and will vary from period to period because they inherently depend on investment performance. As of MarchJune 31,30, 2026, approximately 27% of our total assets under management could potentially earn performance-based fees. These percentages were approximately 12% and 40%39% of our assets under management for our consolidated Affiliates and Affiliates accounted for under the equity method, respectively. We anticipate performance-based fees will be a recurring component of our aggregate fees; however we do not anticipate these fees to be a significant component of our Consolidated revenue as these fees are predominately earned by our Affiliates accounted for under the equity method.

Aggregate fees were $1,909.9$1,661.5 million for the three months ended MarchJune 31,30, 2026, an increase of $639.5$488.0 million or 50%42% as compared to the three months ended MarchJune 31,30, 2025. The increase in aggregate fees was due to a $400.5$437.5 million or 31%37% increase from asset-based fees and a $239.0$50.5 million or 19%5% increase from performance-based fees, primarily in liquidprivate alternativemarkets strategies. The increase in asset-based fees was principally due to an increase in our Affiliates’ average assets under management, primarily in liquid alternative and multi-asset and fixed income strategies, including the impact of our investments in new Affiliates, and changes in the composition of our assets under management, including net client cash flows from our Affiliates managing alternative strategies, which typically have higher fee rates.

Net income (controlling interest) increased $38.0$101.6 million or 52% for the three months ended MarchJune 31,30, 2026. This increase was primarily due to the impact of a $72.1$147.5 million increase in Consolidated revenue, a $59.3 million increase in Equity method income (net), and a $32.7$38.3 million decrease in IntangibleAffiliate amortizationequity and impairmentsexpense attributable to the controlling interest, partially offset by a $34.6 million increase in Affiliate equity expense attributable to the controlling interest and a $21.0$32.4 million increase in Income tax expense attributable to the controlling interest.

Our Adjusted EBITDA (controlling interest) increased $89.1$96.3 million or 39%44% for the three months ended MarchJune 31,30, 2026, primarily due to a $639.5$488.0 million or 50%42% increase in aggregate fees. Adjusted EBITDA (controlling interest) increased less than aggregate fees on a percentage basis primarily due to an increase in earnings at certain Affiliates, many of which manage alternative strategies and are accounted for under the equity method, and therefore we own less of an economic interest.

We believe Economic net income (controlling interest) is an important supplemental financial performance measure because it represents our performance before non-cash expenses relating to the acquisition of interests in Affiliates and improves comparability of performance between periods. For the three months ended MarchJune 31,30, 2026, our Economic net income (controlling interest) increased $65.9$62.2 million or 42%,39%, primarily due to ana $89.1$96.3 million or 39%44% increase in Adjusted EBITDA (controlling interest).

Consolidated revenue increased $48.3$147.5 million or 10%30% for the three months ended MarchJune 31,30, 2026, due to aan $54.9$86.3 million or 11%18% increase from asset-based fees, partially offset byand a $6.6$61.2 million or 1%12% decreaseincrease from performance-based fees, primarily in private markets strategies. The increase in asset-based fees was principally due to an increase in our consolidated Affiliates’ average assets under management, primarily in private markets and multi-asset and fixed income strategies, including the impact of market appreciation, and changes in the composition of our assets under management.

Compensation and related expenses increased $56.8$52.4 million or 25%20% for the three months ended MarchJune 31,30, 2026, primarily due to a $33.7 million increase in Affiliate equity expense and a $27.0$90.7 million increase in compensation accruals, partially offset by a $3.9$37.6 million decrease in share-basedAffiliate compensation.equity expense.

Selling, general and administrative expenses increased $12.7$11.7 million or 13%12% for the three months ended MarchJune 31,30, 2026, primarily due to a $7.1$10.3 million increase in distribution and investment-related expenses, principally as a result of the increase in average assets under management on which these expenses are incurred, and a $5.6 million increase in professional fees.incurred.

Intangible amortization and impairments decreasedincreased $34.1$0.9 million or 41%14% for the three months ended MarchJune 31,30, 2026, primarily due to a $34.0$0.9 million decreaseincrease in expensesamortization expense due to reducean theincrease carryingin valueactual ofand indefinite-livedexpected client attrition for certain definite-lived acquired client relationships for certain mutual fund assets to fair value.relationships.

Interest expense increased $4.3$6.0 million or 13%17% for the three months ended MarchJune 31,30, 2026, primarily due to a $7.7 million increase from borrowings under our senior unsecured multicurrency revolving credit facility (the “revolver”) and a $6.0 million increase from our 5.50% senior unsecured notes issued in December 2025 (the “2036 senior notes”) and a $5.8 million increase from borrowings under our senior unsecured multicurrency revolving credit facility (the “revolver”). These increases were partially offset by a $4.4$4.5 million decrease due to the repayment of our junior convertible trust preferred securities in January 2026 and a $3.2 million decrease due to the maturity of our 3.50% senior notes in August 2025.2025 (the “2025 Senior Notes”).

OtherInterest expenses (net)expense increased $9.6$10.3 million or 82%15% for the threesix months ended MarchJune 31,30, 2026, primarily due to a $9.3$13.7 million increase infrom expensesborrowings relatedunder the revolver and an $11.9 million increase from the 2036 senior notes. These increases were partially offset by an $8.9 million decrease due to the settlementrepayment of conversions with respect to our former junior convertible securities.securities in January 2026 and a $6.4 million decrease due to the maturity of the 2025 Senior Notes.

Equity method revenue, net increased $591.2$340.5 million or 76%50% for the three months ended MarchJune 31,30, 2026, due to a $345.6$351.2 million or 44%52% increase from asset-based feesfees, andpartially offset by a $245.6$10.7 million or 32%2% increasedecrease from performance-based fees, primarily in liquid alternative strategies. The increase in asset-based fees was principally due to an increase in our equity method Affiliates’ average assets under management, primarily in liquid alternative and multi-asset and fixed income strategies, including the impact of our investments in new Affiliates,Affiliates and market appreciation, and changes in the composition of our assets under management, including net client cash flows from our equity method Affiliates managing alternative strategies, which typically have higher fee rates.

Pre-taxFor the three months ended June 30, 2026, pre-tax equity method earnings increased $86.7$62.6 million or 87% for the three months ended March 31, 2026,67%, primarily due to a $591.2$340.5 million or 76%50% increase in equity method revenue, net. Pre-tax equity method earnings increased more than equity method revenue, net on a percentage basis primarily due to margin expansion at certain Affiliates.

Equity method intangible amortization increased $8.0$2.2 million or 43%8% for the three months ended MarchJune 31,30, 2026, primarily due to a $10.8$9.7 million increase in amortization expense due to investments in new Affiliates,Affiliates. This increase was partially offset by a $1.1$5.4 million decrease in amortization expense related to certain definite-lived assets being fully amortized.amortized and a $2.4 million decrease due to certain Affiliate transactions.

Equity method intangible impairments increased $8.0 million for the threesix months ended MarchJune 31,30, 2026. See Note 9 of our Consolidated Financial Statements.

There were no significant changes to equity method income tax for the three and six months ended MarchJune 31,30, 2026.

Investment and other income decreased $5.1$11.6 million or 44%45% for the three months ended MarchJune 31,30, 2026, primarily due to a $5.8$10.9 million decrease in interestnet income.realized and unrealized gains on other investments.

Income tax expense increased $19.1$34.3 million or 70%96% for the three months ended MarchJune 31,30, 2026. Our effective tax rate (controlling interest) for the three months ended MarchJune 31,30, 2026 was 29.3%26.2% as compared to 25.4%28.5% for the three months ended MarchJune 31,30, 2025. The increasedecrease in the effective tax rate (controlling interest) wasis primarily due to expensesan expense attributable to Affiliatea modification of the terms of certain equity awards at an Affiliate for which no tax benefit was recorded, which did not recur, partially offset by higher tax windfalls attributable to share-based compensation for the three months ended MarchJune 31,30, 2026.2025.

Net income (controlling interest) increased $38.0$101.6 million or 52% for the three months ended MarchJune 31,30, 2026, primarily due to an increase in Consolidated revenue, an increase in Equity method income (net), and a decrease in IntangibleAffiliate amortizationequity and impairmentsexpense attributable to the controlling interest, partially offset by increasesan increase in Affiliate equity expense attributable to the controlling interest and Income tax expense attributable to the controlling interest.

(1)IncludesIncome taxes include equity method income tax.

(34)Other items include certain non-income based taxes, depreciation, and non-cash items such as certain Affiliate equity-related activities, gains and losses on our contingent payment obligations, unrealized gains and losses on seed capital, general partner commitments, and other strategic investments, and realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments. For the three and six months ended MarchJune 31,30, 2025 and 2026, the increase in other items waswere predominantly the result of Affiliate equity-related activities. See Note 12 of our Consolidated Financial Statements.

(2)IncludesIncome taxes include equity method deferred taxes.

(34)Other economic items include certain Affiliate equity-related activities, gains and losses related to contingent payment obligations, tax windfalls and shortfalls from share-based compensation, unrealized gains and losses on seed capital, general partner commitments, and other strategic investments, and realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments. For the three and six months ended MarchJune 31,30, 2025 and 2026, the increase in other economic items waswere predominantly the result of Affiliate equity-related activities. See Note 12 of our Consolidated Financial Statements.

Cash and cash equivalents were $376.1$411.0 million as of MarchJune 31,30, 2026 and were attributable to both our controlling and the non-controlling interests. In the threesix months ended MarchJune 31,30, 2026, we met our cash requirements primarily through cash generated by operating activities and senior bank debt borrowings. Our principal uses of cash in the threesix months ended MarchJune 31,30, 2026 were for investments in new Affiliates, settlement of each of our conversion obligations with respect to our former junior convertible securities, the return of excess capital through share repurchases, repayment of debt, and distributions to Affiliate equity holders, and repayment of debt.holders.

For the threesix months ended MarchJune 31,30, 2026, Cash flows from operating activities were $299.3$538.3 million, primarily from distributions of earnings received from equity method investments of $294.4$464.5 million and Net income of $146.4$383.7 million adjusted for non-cash items of $74.2$164.6 million. These items were partially offset by timing differences in the cash settlement of receivables, other assets, and payables, accrued liabilities, and other liabilities of $63.3$113.8 million. For the threesix months ended MarchJune 31,30, 2026, operating cash flows were primarily attributable to the controlling interest.

For the threesix months ended MarchJune 31,30, 2026, Cash flows used in investing activities were $229.0$219.3 million, primarily due to $242.3 million of investments in Affiliates and $18.6$69.1 million of purchases of investment securities. These items were partially offset by $35.7$57.2 million of maturities and sales of investment securities.securities and $36.2 million of proceeds received from Affiliate transactions. For the threesix months ended MarchJune 31,30, 2026, investing cash flows were primarily attributable to the controlling interest.