Affiliated Managers Group AMG Form 10-Q filing Q2 FY2026

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Item 1.Financial Statements

The accompanying notes are an integral part of the Consolidated Financial Statements.

The accompanying notes are an integral part of the Consolidated Financial Statements.

The accompanying notes are an integral part of the Consolidated Financial Statements.

The accompanying notes are an integral part of the Consolidated Financial Statements.

The accompanying notes are an integral part of the Consolidated Financial Statements.

The accompanying notes are an integral part of the Consolidated Financial Statements.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1.Basis of Presentation and Use of Estimates

The Consolidated Financial Statements of Affiliated Managers Group, Inc. (“AMG” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information

and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for full year financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair statement of the Company’s interim financial position and results of

operations have been included and all intercompany balances and transactions have been eliminated. Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation. Operating results for

interim periods are not necessarily indicative of the results that may be expected for any other period or for the full year. The

Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 includes additional information about its

operations, financial position, and accounting policies, and should be read in conjunction with this Quarterly Report on

Form 10-Q.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

All dollar amounts, except per share, per unit, and per option data in the text and tables herein, are stated in millions unless otherwise indicated.

2.Accounting Standards and Policies

Recent Accounting Developments

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)

2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires improved disclosure of the nature and disaggregation of income

statement expenses. The standard is effective for annual periods beginning after December 15, 2026 and interim periods

beginning after December 15, 2027. The Company is currently evaluating the potential impact that this standard may have on

its Consolidated Financial Statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which revises guidance on how an entity

should identify the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity. The

standard is effective for annual periods beginning after December 15, 2026 and interim periods within those annual reporting

periods. The Company is currently evaluating the potential impact that this standard may have on its Consolidated Financial

Statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software

(Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which increases the operability of the

recognition guidance considering different methods of software development. The standard is effective for annual periods

beginning after December 15, 2027 and interim periods within those annual reporting periods. The Company is currently

evaluating the potential impact that this standard may have on its Consolidated Financial Statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting

Improvements, which amends certain aspects of the hedge accounting guidance to more closely align hedge accounting with the

economics of an entity’s risk management activities. The standard is effective for annual reporting periods beginning after

December 15, 2026 and interim periods within those annual reporting periods. The Company is currently evaluating the

potential impact that this standard may have on its Consolidated Financial Statements.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

3.Investments

The following table summarizes the Company’s Investments:

Marketable Securities

Equity Securities

The following table summarizes the cost, gross unrealized gains, gross unrealized losses, and fair value of investments in equity securities:

As of December 31, 2025 and June 30, 2026, investments in equity securities include consolidated Affiliate-sponsored

investment products with fair values of $9.2 million and $9.9 million, respectively.

For the three and six months ended June 30, 2025, the Company recognized net unrealized gains on equity securities still

held as of June 30, 2025 of $5.1 million and $4.2 million, respectively. For the three and six months ended June 30, 2026, the

Company recognized net unrealized gains on equity securities still held as of June 30, 2026 of $3.4 million and $3.7 million,

respectively.

Debt Securities

The following table summarizes the cost, gross unrealized gains, gross unrealized losses, and fair value of investments in consolidated Affiliate-sponsored investment products:

For the three and six months ended June 30, 2025, the Company recognized net unrealized gains on debt securities still

held as of June 30, 2025 of $1.4 million and $2.2 million, respectively. For the three and six months ended June 30, 2026, the

Company recognized net unrealized gains (losses) on debt securities still held as of June 30, 2026 of $0.5 million and $(0.5)

million, respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Other Investments

Investments Measured at NAV as a Practical Expedient

The following table summarizes the fair values of investments that are measured at net asset value (“NAV”) as a practical expedient:

(1) The Company expects to receive distributions related to its interests in investments with limited liquidity as the underlying

assets are liquidated over the life of the investments, which is generally up to 15 years. The Company accounts for the

majority of its interests in investments with limited liquidity one quarter in arrears (adjusted for current period calls and

distributions).

(2) Investments with periodic liquidity are generally redeemable on a daily, monthly, or quarterly basis.

(3) Investments measured at NAV as a practical expedient primarily invest in a broad range of private markets. Fair value

attributable to the controlling interest was $456.6 million and $486.4 million as of December 31, 2025 and June 30, 2026,

respectively.

As of December 31, 2025 and June 30, 2026, the Company’s unfunded commitments attributed to investments measured at

NAV as a practical expedient were $283.0 million and $335.5 million, respectively. As of June 30, 2026, the Company’s

unfunded commitments attributed to investments with structures yet to be determined were $75.0 million.

Debt Securities

The following table summarizes the cost, gross unrealized losses, and fair value of investments in consolidated Affiliate- sponsored investment products that are valued using a Level 3 fair value measurement:

For the three and six months ended June 30, 2025, the Company did not recognize any net unrealized gains or losses on

debt securities. For the three and six months ended June 30, 2026, the Company recognized net unrealized losses on debt

securities still held as of June 30, 2026 of $0.2 million.

Investments Without Readily Determinable Fair Values

The following table summarizes the cost, cumulative unrealized gains, and carrying amount of the Company’s investment in a private corporation where it does not exercise significant influence, and does not have a readily determinable fair value:

For the three and six months ended June 30, 2025 and 2026, the Company did not recognize any net unrealized gains or

losses on the underlying investment.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following tables present the changes in other investments:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

4.Fair Value Measurements

The following tables summarize financial assets and liabilities that are measured at fair value on a recurring basis:

(1) Amounts are recorded in Investments on the Consolidated Balance Sheets.

(2) Amounts are recorded in Other liabilities on the Consolidated Balance Sheets.

Level 3 Financial Assets and Liabilities

The following table presents the changes in the Company’s investments in debt securities classified as Level 3 financial assets:

(1) Gains and losses resulting from changes to unrealized gains (losses) are included in Investment and other income in the

Consolidated Statements of Income.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following tables present the changes in Level 3 financial liabilities:

(1) Affiliate equity purchase obligation activity includes transfers from Redeemable non-controlling interests.

(2) Gains and losses resulting from changes to expected payments related to contingent payment obligations and the accretion

of these obligations are included in Other expenses (net) and included in Interest expense, respectively, in the Consolidated

Statements of Income. Changes to the redemption value of Affiliate equity purchase obligations are included in

Compensation and related expenses in the Consolidated Statements of Income.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table presents certain quantitative information about the significant unobservable inputs used in valuing the

Company’s recurring Level 3 fair value measurements:

(1) Calculated by comparing the relative fair value of a security or an obligation to its respective total.

(2) Represents growth rates of asset- and performance-based fees.

Investments in debt securities represent the fair value of investments in consolidated Affiliate-sponsored investment

products. When using cost as the valuation technique, increases to recent transaction prices would result in higher fair values.

When using a discounted cash flow valuation technique, increases to the discount rates used would result in lower fair values.

Contingent payment obligations represent the fair value of the expected future settlement amounts related to the

Company’s investments in its consolidated Affiliates. Changes to assumed volatility and discount rates change the fair value of

contingent payment obligations. Increases to the volatility rates used would result in higher fair values, while increases to the

discount rates used would result in lower fair values.

Affiliate equity purchase obligations include agreements to purchase Affiliate equity and represent the fair value of the

expected future settlement amounts. When using a discounted cash flow valuation technique, increases to the assumed growth

rates used would result in higher fair values, while increases to the discount rates used would result in lower fair values. When

using a Monte Carlo valuation technique, changes to assumed volatility and discount rates change the fair value of Affiliate

equity purchase obligations. Increases to the volatility rates used would result in higher fair values, while increases to the

discount rates used would result in lower fair values.

Other Financial Assets and Liabilities Not Carried at Fair Value

The following table summarizes the Company’s other financial liabilities not carried at fair value:

The carrying amount of Cash and cash equivalents, Receivables, Payables and accrued liabilities, and certain Other

liabilities approximates fair value because of the short-term nature of these instruments. The carrying value of the revolver (as

defined in Note 6) approximates fair value because the revolver has variable interest based on selected short-term rates.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

5.Investments in Affiliates and Affiliate-Sponsored Investment Products

In evaluating whether an investment must be consolidated, the Company evaluates the risk, rewards, and significant terms

of each of its Affiliates and other investments to determine if an investment is considered a voting rights entity (“VRE”) or a

variable interest entity (“VIE”). An entity is a VRE when the total equity investment at risk is sufficient to enable the entity to

finance its activities independently, and when the equity holders have the obligation to absorb losses, the right to receive

residual returns, and the right to direct the activities of the entity that most significantly impact its economic performance. An

entity is a VIE when it lacks one or more of the characteristics of a VRE, which, for the Company, are Affiliate investments

structured as partnerships (or similar entities) where the Company is a limited partner and lacks substantive kick-out or

substantive participation rights over the general partner. Assessing whether an entity is a VRE or VIE involves judgment.

Upon the occurrence of certain events, management reviews and reconsiders its previous conclusion regarding the status of an

entity as a VRE or a VIE.

The Company consolidates VREs when it has control over significant operating, financial, and investing decisions of the

entity. When the Company lacks such control, but is deemed to have significant influence, the Company accounts for the VRE

under the equity method. Investments with readily determinable fair values in which the Company does not have rights to

exercise significant influence are recorded at fair value on the Consolidated Balance Sheets, with changes in fair value included

in Investment and other income.

The Company consolidates VIEs when it is the primary beneficiary of the entity, which is defined as having the power to

direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or the

right to receive benefits from, the entity that could potentially be significant to the VIE. Substantially all of the Company’s

consolidated Affiliates considered VIEs are controlled because the Company holds a majority of the voting interests or it is the

managing member or general partner. Furthermore, an Affiliate’s assets can be used for purposes other than the settlement of

the respective Affiliate’s obligations. The Company applies the equity method of accounting to VIEs where the Company is

not the primary beneficiary, but has the ability to exercise significant influence over operating and financial matters of the VIE.

Investments in Affiliates

Substantially all of the Company’s Affiliates are considered VIEs and are either consolidated or accounted for under the

equity method. A limited number of the Company’s Affiliates are considered VREs and most of these are accounted for under

the equity method.

When an Affiliate is consolidated, the portion of the earnings attributable to Affiliate management’s and any co-investor’s

equity ownership is included in Net income (non-controlling interests) in the Consolidated Statements of Income.

Undistributed earnings attributable to Affiliate management’s and any co-investor’s equity ownership, along with their share of

any tangible or intangible net assets, are included in Non-controlling interests on the Consolidated Balance Sheets. Affiliate

equity interests where the holder has certain rights to demand settlement are presented, at their current redemption values, as

Redeemable non-controlling interests or Other liabilities on the Consolidated Balance Sheets. The Company periodically

issues, sells, and purchases the equity of its consolidated Affiliates. Because these transactions take place between entities that

are under common control, any gains or losses attributable to these transactions are required to be included in Additional paid-

in capital on the Consolidated Balance Sheets, net of any related income tax effects in the period the transaction occurs.

When an Affiliate is accounted for under the equity method, the Company’s share of an Affiliate’s earnings or losses, net

of intangible amortization and impairments and tax, is included in Equity method income (net) in the Consolidated Statements

of Income and the carrying value of the Affiliate is recorded in Equity method investments in Affiliates (net) in the

Consolidated Balance Sheets.

The Company periodically performs assessments to determine if the fair value of an investment may have declined below

its related carrying value for its Affiliates accounted for under the equity method for a period that the Company considers to be

other-than-temporary. The Company performs these assessments if certain triggering events occur or annually during the

fourth quarter. The Company first considers whether certain qualitative factors indicate an increased likelihood of a decline in

the fair value of an Affiliate during the reporting period. If such a decline is identified, and it is likely that an investment’s fair

value may have declined below its carrying value, the Company performs a quantitative assessment to determine if an

impairment exists. Impairments are recorded as an expense in Equity method income (net) to reduce the carrying value of the

Affiliate to fair value.

The Company’s Affiliates are consolidated or accounted for under the equity method, depending upon the underlying

structure of and relationship with each Affiliate. Substantially all of the Company’s consolidated Affiliates are VIEs. The

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Company’s Affiliates accounted for under the equity method considered VIEs generally require minimal levels of working

capital on each Affiliate’s balance sheet. Certain of the Company’s Affiliates accounted for under the equity method hold

general partner and seed investments, which may be significant. As of December 31, 2025 and June 30, 2026, the Company’s

carrying value attributable to its Affiliates accounted for under the equity method considered VIEs was $2,763.6 million and

$2,770.1 million, respectively. As of December 31, 2025 and June 30, 2026, including arrangements more fully described in

Note 7, the Company’s maximum exposure to loss attributable to its Affiliates accounted for under the equity method

considered VIEs was $3,245.3 million and $3,369.7 million, respectively.

As of December 31, 2025 and June 30, 2026, the carrying value for all of the Company’s Affiliates accounted for under the

equity method was $2,870.4 million and $2,936.8 million, respectively, including Affiliates accounted for under the equity

method considered VREs of $106.8 million and $166.7 million, respectively. As of December 31, 2025 and June 30, 2026,

including arrangements more fully described in Note 7, the maximum exposure to loss for all of the Company’s Affiliates

accounted for under the equity method was $3,352.1 million and $3,536.4 million, respectively, including Affiliates accounted

for under the equity method considered VREs of $106.8 million and $166.7 million, respectively.

Affiliate-Sponsored Investment Products

The Company’s Affiliates sponsor various investment products where the Affiliate also acts as the investment adviser.

These investment products are typically owned primarily by third-party investors; however, certain products are funded with

general partner and seed capital investments from the Company and its Affiliates.

Third-party investors in Affiliate-sponsored investment products are generally entitled to substantially all of the economics

of these products, except for the asset- and performance-based fees earned by the Company’s Affiliates or any gains or losses

attributable to the Company’s or its Affiliates’ investments in these products. As a result, the Company generally does not

consolidate these products. However, for certain products, the Company’s consolidated Affiliates, as the investment manager,

have the power to direct the activities of the investment product and have an exposure to the economics of the product that is

more than insignificant, though generally only for a short period while the product is established and has yet to attract

significant third-party investors. When the products are consolidated, the Company retains the specialized investment company

accounting principles of the underlying products, and all of the underlying investments are carried at fair value in Investments,

with corresponding changes in the investments’ fair values included in Investment and other income. Purchases and sales of

securities are included in purchases and sales by consolidated Affiliate-sponsored investment products in the Consolidated

Statements of Cash Flows, respectively, and the third-party investors’ interests are recorded in Redeemable non-controlling

interests. When the Company or its consolidated Affiliates no longer control these products, due to a reduction in ownership or

other reasons, the products are deconsolidated with only the Company’s or its consolidated Affiliate’s investment in the product

reported from the date of deconsolidation.

The Company’s carrying value and maximum exposure to loss from unconsolidated Affiliate-sponsored investment products, is its interests in the unconsolidated net assets of the respective products. These products vary in size from early-stage

products with few initial investors to mature products with a large population of investors. As of December 31, 2025 and

June 30, 2026, the Company’s carrying value attributable to Affiliate-sponsored investment products, which are unconsolidated

VIEs, was $88.9 million and $249.6 million, respectively. As of December 31, 2025 and June 30, 2026, including

arrangements more fully described in Note 7, the Company’s maximum exposure to loss attributable to Affiliate-sponsored investment products, which are unconsolidated VIEs, was $158.7 million and $340.8 million, respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

6.Debt

The following table presents the carrying value of the Company’s outstanding indebtedness and a reconciliation to Debt as presented on the Consolidated Balance Sheets:

The Company’s debt instruments are carried at amortized cost. Unamortized discounts and debt issuance costs associated

with its debt instruments, with the exception of the Company’s senior unsecured multicurrency revolving credit facility (the

“revolver”), are presented on the Consolidated Balance Sheets as an adjustment to the carrying value of the associated debt.

Senior Bank Debt

As of June 30, 2026, the Company had a $1.25 billion revolver. The Company amended and restated the revolver in June

2026, extending the maturity from November 15, 2029 to June 9, 2031. Subject to certain conditions, the Company may

increase the commitments under the revolver by up to an additional $750.0 million. The Company pays interest on any

outstanding obligations under the revolver at a specified rate, currently based either on an applicable term-SOFR, or prime rate,

plus a marginal rate determined based on its credit rating. As of December 31, 2025, the Company had no outstanding

borrowings under the revolver. As of June 30, 2026, the Company had outstanding borrowings under the revolver of $650.0

million and the weighted-average interest rate on outstanding borrowings was 4.62%.

Senior Notes

As of June 30, 2026, the Company had senior notes outstanding. The carrying values of the senior notes are accreted to

their principal amount at maturity over the remaining life of the underlying instrument. The principal terms of the senior notes outstanding as of June 30, 2026 are presented and described below:

In addition to customary event of default provisions, the indenture governing the senior notes, including the applicable

supplemental indentures with respect to the 2030, 2034, and 2036 senior notes, limits the Company’s ability to consolidate,

merge, or sell all or substantially all of its assets, and requires the Company to make an offer to repurchase the applicable senior

notes at 101% of the principal amount, plus any accrued and unpaid interest thereon to, but not including, the date of

repurchase, upon certain change of control triggering events. The senior notes may be redeemed, in whole or in part, at a make-

whole redemption price (plus accrued and unpaid interest), at any time prior to March 15, 2030, in the case of the 2030 senior

notes, at any time prior to May 20, 2034, in the case of the 2034 senior notes, and at any time prior to November 15, 2035, in

the case of the 2036 senior notes. The make-whole redemption price, in each case, is equal to the greater of 100% of the

principal amount of the notes to be redeemed and the remaining principal and interest payments on the notes being redeemed

(excluding accrued but unpaid interest to, but not including, the redemption date) discounted to their present value as of the

redemption date on a semi-annual basis at the applicable Treasury rate plus 0.40%, in the case of the 2030 senior notes, and

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

plus 0.25%, in the case of the 2034 and 2036 senior notes. In addition, the 2030, 2034, and 2036 senior notes may be

redeemed, in whole or in part, at any time, on or after March 15, 2030, May 20, 2034, and November 15, 2035, respectively, at

a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon

to, but not including, the redemption date.

Junior Subordinated Notes

As of June 30, 2026, the Company had junior subordinated notes outstanding, the respective principal terms of which are presented and described below:

As of June 30, 2026, each of the 2059 and the 2060 junior subordinated notes could be redeemed at any time, in whole or

in part. The other junior subordinated notes may be redeemed at any time, in whole or in part, on or after September 30, 2026,

in the case of the 2061 junior subordinated notes, and on or after March 30, 2029, in the case of the 2064 junior subordinated

notes. In each case, the junior subordinated notes may be redeemed at 100% of the principal amount of the notes being

redeemed, plus any accrued and unpaid interest thereon. Prior to the applicable redemption date, at the Company’s option, the

applicable junior subordinated notes may also be redeemed, in whole but not in part, at 100% of the principal amount, plus any

accrued and unpaid interest, if certain changes in tax laws, regulations, or interpretations occur; or at 102% of the principal

amount, plus any accrued and unpaid interest, if a rating agency makes certain changes relating to the equity credit criteria for

securities with features similar to the applicable notes.

The Company may, at its option, and subject to certain conditions and restrictions, defer interest payments subject to the

terms of the junior subordinated notes.

Junior Convertible Securities

On December 8, 2025, the Company delivered notice that it had elected to redeem all of its outstanding 5.15% junior

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

announced its intention to settle any and all conversion obligations in cash. Substantially all holders of the junior convertible

securities delivered requests to convert their securities prior to the Redemption Date. On December 15, 2025 (the “Election

Date”), the Company made an irrevocable election to settle its conversion obligations in cash by reference to the daily volume

weighted average price of the Company’s common stock during each applicable ten trading day conversion reference period.

These conversions resulted in a settlement value in excess of the associated carrying value (the “conversion premium”). As of

December 31, 2025, the conversion premium of $155.5 million was recorded within Other liabilities, with a corresponding

reduction to Additional paid-in capital. In addition, the conversion resulted in a reduction to Deferred tax liability (net) on the

Consolidated Balance Sheets of $38.9 million, with a corresponding increase to Additional paid-in capital. The Company’s

election to settle each applicable conversion premium in cash using a ten-day reference period was accounted for as a forward

sale contract, which resulted in a $9.2 million expense recorded in Other expenses (net), in the fourth quarter of 2025.

On the Redemption Date, the Company redeemed $1.1 million of junior convertible securities which were not converted,

reflecting the principal amount of the redeemed securities, plus accrued and unpaid interest, up to, but not including, the

Redemption Date.

In January 2026, the Company settled each of its applicable conversion obligations in cash for an aggregate amount of

$514.6 million which resulted in an incremental expense related to the forward sale contract of $9.3 million. The junior

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

required the Company to deduct interest in an amount greater than its reported interest expense (“excess interest expense

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

deductions”). As a result of the settlement of these securities, the Company incurred a current cash tax liability of

approximately $56 million, reflective of the recapture of excess interest expense deductions.

Prior to their redemption by the Company or requests for conversion by the holders, as applicable and described above, the

junior convertible securities bore interest at a rate of 5.15% per annum, which interest payments were payable quarterly in cash.

For the three months ended June 30, 2025, the Company recorded interest expense of $4.5 million, in connection with the junior

convertible securities, including contractual interest expense and amortization of debt issuance costs of $4.4 million and $0.1

million, respectively. For the six months ended June 30, 2025, the Company recorded interest expense of $8.9 million, in

connection with the junior convertible securities, including contractual interest expense and amortization of debt issuance costs

of $8.8 million and $0.1 million, respectively. For the three and six months ended June 30, 2025, the effective interest rate was

5.21%.

7.Commitments and Contingencies

From time to time, the Company and its Affiliates may be subject to claims, legal proceedings, and other contingencies in

the ordinary course of their business activities. Any such matters are subject to various uncertainties, and it is possible that

some of these matters may be resolved in a manner unfavorable to the Company or its Affiliates. The Company and its

Affiliates establish accruals, as necessary, for matters for which the outcome is probable and the amount of the liability can be

reasonably estimated. For matters for which the outcome is probable but not reasonably estimable or where the outcome is

reasonably possible but not probable, the Company provides disclosure related to such matters, as necessary.

The Company has committed to co-invest in certain Affiliate-sponsored investment products. As of June 30, 2026, these

unfunded commitments were $410.5 million and may be called in future periods.

As of June 30, 2026, the Company was contingently liable to make payments in connection with an investment in a

consolidated Affiliate, which are included in Other liabilities. The Company is contingently liable to make maximum

contingent payments of up to $100.0 million ($24.9 million attributable to a co-investor). The fair value of the contingent

payment obligation was $0.0 million. The final measurement date of the contingent payment obligation was in July 2026.

As of June 30, 2026, the Company was obligated to make deferred payments of $84.0 million related to certain of its

investments in Affiliates accounted for under the equity method, of which $55.4 million is payable during the remainder of

2026 and $28.6 million is payable in 2027. Deferred payment obligations are included in Other liabilities.

As of June 30, 2026, the Company was contingently liable to make payments of $569.6 million related to the achievement

of specified financial targets by certain of its Affiliates accounted for under the equity method, of which $0.0 million may

become payable during the remainder of 2026, $360.1 million may become payable in 2027, $35.1 million may become

payable in 2028, $39.9 million may become payable in each of 2029 and 2030, and $94.6 million may become payable in 2031.

As of June 30, 2026, the Company was committed to provide one of its Affiliates accounted for under the equity method a

guarantee related to a credit facility used to fund a portion of the Affiliate’s commitments to certain of its investment products.

The Company believes the likelihood of being required to fund its guarantee under this arrangement to be remote. The

maximum amount of payments the Company could be required to make was $30.0 million and the fair value of the guarantee

liability was $0.0 million.

Affiliate equity interests provide holders at consolidated Affiliates with a conditional right to put their interests to the

Company over time. See Note 12.

The Company and certain of its consolidated Affiliates operate under regulatory authorities that require the maintenance of

minimum financial or capital requirements. The Company’s management is not aware of any significant violations of such

requirements.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

8.Goodwill and Acquired Client Relationships

The following table presents the changes in the Company’s Goodwill:

(1) Represents goodwill attributable to the myCIO Transaction as of the closing date, including $1.7 million attributable to the

non-controlling interests.

The following table presents the changes in the Company’s components of Acquired client relationships (net):

(1) Represents acquired client relationships attributable to the myCIO Transaction as of the closing date, including $0.4 million

attributable to the non-controlling interests.

(2) In 2026, transfers reflect the reclassification of indefinite-lived relationships to definite-lived relationships.

Definite-lived acquired client relationships at the Company’s consolidated Affiliates are amortized over their expected

period of economic benefit. The Company recorded amortization expense in Intangible amortization and impairments in the

Consolidated Statements of Income for these relationships of $6.3 million and $12.6 million for three and six months ended

June 30, 2025, respectively and $7.2 million and $13.5 million for the three and six months ended June 30, 2026, respectively.

Based on relationships existing as of June 30, 2026, the Company estimates that its consolidated amortization expense will be

approximately $15 million during the remainder of 2026, approximately $25 million in each of 2027 and 2028, approximately

$15 million in 2029, and approximately $10 million in each of 2030 and 2031.

In the first quarter of 2025, the Company completed an impairment assessment of the indefinite-lived acquired client

relationships for certain mutual fund assets and determined that the fair value of the assets had declined below their carrying

values. Accordingly, the Company recorded an expense in Intangible amortization and impairments of $59.2 million

attributable to the controlling interest ($70.0 million in aggregate) to reduce the carrying value of the assets to fair value. The

decline in the fair value was a result of current and projected declines in assets under management that decreased the forecasted

revenue associated with the assets. The most relevant assumptions used in these analyses were revenue growth rates over the

next five years ranging from (21)% to 0%, long-term revenue growth rates of 0%, and discount rates of 11.0%.

In the first quarter of 2025, the Company also recorded an expense in Intangible amortization and impairments of

$4.0 million attributable to the controlling interest ($7.0 million in aggregate) to reduce the carrying value of an indefinite-lived

acquired client relationship to zero due to the closure of one of its Affiliate’s mutual fund products.

In the first quarter of 2026, the Company completed an impairment assessment of the indefinite-lived acquired client

relationships for certain mutual fund assets, and determined that the fair value of an asset had declined below its carrying value.

Accordingly, the Company recorded an expense in Intangible amortization and impairments of $30.5 million attributable to the

controlling interest ($43.0 million in aggregate) to reduce the carrying value of the asset to fair value. The decline in the fair

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

value was primarily the result of current and projected declines in assets under management and the related reduction in

forecasted revenue associated with the asset. The most relevant assumptions used in this analysis related to the projected

trajectory of assets under management and associated revenue, as well as a discount rate of 10.5%.

In June 2026, myCIO Wealth Partners, LLC (“myCIO”) completed the divestiture of an advisor team (the “myCIO

Transaction”) that managed $5.6 billion in client assets. Pursuant to the terms of the agreement, the Company received cash

consideration of $24.5 million for its controlling interest portion of the divestiture, and may, in the future, receive additional

contingent cash consideration. The Company’s gain from the transaction was $14.6 million, which is recorded in Affiliate

transaction gains on the Consolidated Statements of Income, and was taxable at closing.

9.Equity Method Investments in Affiliates

Certain of the Company’s investments in Affiliates are accounted for under the equity method. The Company had 22 and

24 Affiliates accounted for under the equity method as of December 31, 2025 and June 30, 2026, respectively. The majority of

these Affiliates are partnerships with structured interests that define how the Company will participate in Affiliate earnings,

typically based upon a fixed percentage of the Affiliate’s revenue less agreed-upon expenses. The partnership agreements

generally do not define a fixed percentage for the Company’s ownership of the equity of the Affiliate. These percentages

would be subject to a separate future negotiation if an Affiliate were to be sold or liquidated. The financial results of certain

Affiliates accounted for under the equity method are recognized in the Consolidated Financial Statements one quarter in arrears.

The Company has determined that one of its Affiliates accounted for under the equity method is significant under Rule

10-01(b)(1) of Regulation S-X. For the six months ended June 30, 2025 and 2026, this Affiliate recognized revenue of $403.6

million and $901.0 million, respectively, and net income of $198.0 million and $642.8 million, respectively.

The following table presents the changes in Equity method investments in Affiliates (net):

(1) Includes undistributed earnings of $280.4 million and $145.8 million as of December 31, 2025 and June 30, 2026,

respectively.

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

minority equity interest in BBH Credit Partners, BBH’s taxable fixed income and credit franchise, its additional minority

investment in Garda Capital Partners LP (“Garda”), a liquid alternatives manager specializing in fixed income relative value

strategies and an Affiliate since 2019, and its minority investment in HighBrook Investors (“HighBrook”), a private markets

manager specializing in real estate assets. The majority of the consideration paid for Garda and a portion of the consideration

paid for HighBrook will be deductible for U.S. tax purposes over a 15-year life. Following the close of the transaction, the

Company’s investment in Garda continues to be accounted for under the equity method. The Company’s preliminary purchase

price allocations for each investment were measured using discounted cash flow analyses that included assumptions of expected

market performance, net client cash flows, and discount rates.

Definite-lived acquired client relationships at the Company’s Affiliates accounted for under the equity method are

amortized over their expected period of economic benefit. The Company recorded amortization expense for these relationships

of $27.0 million and $45.6 million for the three and six months ended June 30, 2025, respectively, and $29.2 million and $55.9

million for the three and six months ended, June 30, 2026 , respectively. Based on relationships existing as of June 30, 2026,

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

the Company estimates the amortization expense attributable to its Affiliates will be approximately $60 million for the

remainder of 2026, approximately $115 million in 2027, approximately $105 million in 2028, and approximately $90 million in

each of 2029, 2030, and 2031.

In the first quarter of 2026, the Company recorded an $8.0 million expense to reduce the carrying value of an Affiliate to

fair value based on market indicators that its fair value had declined below its carrying value.

10.Related Party Transactions

The Company has related party transactions in association with its deferred and contingent payment obligations, and

Affiliate equity transactions, as more fully described in Notes 7, 11, and 12.

From time to time, certain funds of the Company’s consolidated Affiliates may make tax distributions to partners subject to

clawback. The total receivable was $68.6 million and $62.3 million as of December 31, 2025 and June 30, 2026, respectively,

and was included in Other assets on the Consolidated Balance Sheets. The total payable was $99.3 million and $86.0 million as

of December 31, 2025 and June 30, 2026, respectively, and was included in Other liabilities. These amounts were primarily

attributable to the non-controlling interests.

A prior owner of one of the Company’s consolidated Affiliates retains interests in certain of the Affiliate’s private equity

partnerships and, as a result, is a related party of the Company. The prior owner’s interests are included in Other liabilities and

were $11.7 million and $7.6 million as of December 31, 2025 and June 30, 2026, respectively.

The Company may invest from time to time in funds or products advised by its Affiliates. The Company’s executive

officers and directors may invest from time to time in funds advised or products offered by its Affiliates, or receive other

investment services provided by its Affiliates, on substantially the same terms as other participating investors. The Company

and its Affiliates earn asset- and performance-based fees and incur distribution and other expenses for services provided to

Affiliate-sponsored investment products. In addition, the Company and its Affiliates earn fees or incur expenses related to the

Company’s efforts to develop and distribute Affiliate products. Affiliate management owners and the Company’s officers may

serve as trustees or directors of certain investment vehicles from which the Company or an Affiliate earns fees.

From time to time, the Company may enter into ordinary course engagements for capital markets, banking, brokerage, and

other services with beneficial owners of 5% or more of the Company’s voting securities.

11.Redeemable Non-Controlling Interests

Affiliate equity interests provide holders with an equity interest in one of the Company’s consolidated Affiliates, consistent

with the structured partnership interests in place at the respective Affiliate. Affiliate equity holders generally have a conditional

right to put their interests to the Company at certain intervals (between five years and 15 years from the date the equity interest

is received by the Affiliate equity holder or on an annual basis following an Affiliate equity holder’s departure). Prior to

becoming redeemable, the Company’s Affiliate equity is included in Non-controlling interests. Upon becoming redeemable,

these interests are reclassified to Redeemable non-controlling interests at their current redemption values. Changes in the

current redemption value are recorded to Additional paid-in capital. When the Company has an unconditional obligation to

purchase Affiliate equity interests, the interests are reclassified from Redeemable non-controlling interests to Other liabilities at

current fair value. Changes in fair value are recorded to Other expenses (net).

The following table presents the changes in Redeemable non-controlling interests:

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(1) As of December 31, 2025 and June 30, 2026, Redeemable non-controlling interests includes consolidated Affiliate-

sponsored investment products primarily attributable to third-party investors of $32.2 million and $32.9 million,

respectively.

12.Affiliate Equity

Affiliate equity interests are allocated income in a manner that is consistent with the structured partnership interests in

place at the respective Affiliate. The Company’s consolidated Affiliates generally pay quarterly distributions to Affiliate equity

holders. Distributions paid to non-controlling interest Affiliate equity holders were $149.7 million and $146.3 million for the

six months ended June 30, 2025 and 2026, respectively.

The Company periodically purchases Affiliate equity from and issues Affiliate equity to the Company’s consolidated

Affiliate partners and other parties under agreements that provide the Company a conditional right to call and Affiliate equity

holders the conditional right to put their Affiliate equity interests to the Company at certain intervals. The Company has the

right to settle a portion of these purchases in shares of its common stock. For Affiliates accounted for under the equity method,

the Company does not typically have such put and call arrangements. For the six months ended June 30, 2025 and 2026, the

amount of cash paid for purchases was $42.9 million and $60.9 million, respectively. For the six months ended June 30, 2025

and 2026, the total amount of cash received for issuances was $1.8 million and $4.2 million, respectively.

Sales and purchases of Affiliate equity generally occur at fair value; however, the Company also grants Affiliate equity to

its consolidated Affiliate partners and other parties as a form of compensation. If the equity is issued for consideration below

the fair value of the equity, or purchased for consideration above the fair value of the equity, the difference is recorded as

compensation expense in Compensation and related expenses over the requisite service period.

The following table presents Affiliate equity expense:

In the second quarter of 2025, the terms of certain equity awards at an Affiliate were modified. The modification included

a mandatory repurchase provision upon termination of employment that changed the awards classification from equity to

liability. As a result, for the three and six months ended June 30, 2025, the Company recorded incremental Affiliate equity

expense of $30.5 million attributable to the controlling interest.

The following table presents unrecognized Affiliate equity expense:

The Company records amounts receivable from, and payable to, Affiliate equity holders in connection with the transfer of

Affiliate equity interests that have not settled at the end of the period. The total receivable was $4.7 million and $6.4 million as

of December 31, 2025 and June 30, 2026, respectively, and was included in Other assets. The total payable was $161.2 million

and $200.4 million as of December 31, 2025 and June 30, 2026, respectively, and was included in Other liabilities.

Effects of Changes in the Company’s Ownership in Affiliates

The Company periodically acquires interests from, and transfers interests to, Affiliate equity holders. Because these

transactions do not result in a change of control, any gain or loss related to these transactions is recorded to Additional paid-in

capital, which increases or decreases the controlling interest’s equity. No gain or loss related to these transactions is recorded in

the Consolidated Statements of Income or the Consolidated Statements of Comprehensive Income.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

While the Company presents the current redemption value of Affiliate equity within Redeemable non-controlling interests, with changes in the current redemption value increasing or decreasing the controlling interest’s equity over time, the following

table presents the cumulative effect that ownership changes had on the controlling interest’s equity related only to Affiliate

equity transactions that occurred during the applicable periods:

13.Share-Based Compensation

The following table presents share-based compensation expense:

As of December 31, 2025, the Company had unrecognized share-based compensation expense of $70.2 million. As of

June 30, 2026, the Company had unrecognized share-based compensation expense of $62.7 million, which will be recognized

over a weighted average period of approximately three years (assuming no forfeitures).

Restricted Stock

The following table summarizes transactions in the Company’s restricted stock units:

For the six months ended June 30, 2025 and 2026, the Company granted restricted stock units with fair values of $53.8

million and $28.9 million, respectively. These restricted stock units were valued based on the closing price of the Company’s

common stock on the grant date and the number of shares expected to vest. Restricted stock units containing vesting conditions

generally require service over a period of three years to four years and may also require the satisfaction of certain performance

conditions. For awards with performance conditions, the number of restricted stock units expected to vest may change over

time depending upon the performance level expected to be achieved.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Stock Options

The following table summarizes transactions in the Company’s stock options:

The Company did not grant any stock options during the six months ended June 30, 2025 and 2026. Stock options

generally vest over a period of four years to five years and expire seven years after the grant date. All stock options have been

granted with exercise prices equal to the closing price of the Company’s common stock on the grant date. Substantially all of

the Company’s outstanding stock options contain both service and performance conditions. For awards with performance

conditions, the number of stock options expected to vest may change over time depending upon the performance level expected to be achieved.

14.Income Taxes

The Company’s consolidated income tax provision includes taxes attributable to the controlling interest and, to a lesser

extent, taxes attributable to the non-controlling interests.

The following table presents the consolidated provision for income taxes:

(1) For the three months ended June 30, 2025 and 2026, income tax expense (controlling interest) included intangible-related

deferred tax expense of $15.4 million and $14.3 million, respectively. For the six months ended June 30, 2025 and 2026,

income tax expense (controlling interest) included intangible-related deferred tax expense of $15.5 million and $20.6

million, respectively.

(2) Taxes attributable to the controlling interest divided by income before income taxes (controlling interest).

The Company’s effective tax rate (controlling interest) for the three and six months ended June 30, 2025 was higher than

the marginal tax rate of 24.5%, primarily due to an expense attributable to a modification of the terms of certain equity awards

at an Affiliate for which no tax benefit was recorded.

The Company’s effective tax rate (controlling interest) for the three and six months ended June 30, 2026 was higher than

the marginal tax rate of 24.5%, primarily due to expenses attributable to Affiliate equity awards for which no tax benefit was

recorded.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company’s effective tax rate reflects the relative contributions of earnings in the jurisdictions in which the Company

and its Affiliates operate and is impacted by changes in the jurisdictional mix of income before taxes.

15.Earnings Per Share

The calculation of Earnings per share (basic) is based on the weighted average number of shares of the Company’s

common stock outstanding during the period. Earnings per share (diluted) is similar to Earnings per share (basic), but adjusts

for the dilutive effect of the potential issuance of incremental shares of the Company’s common stock.

The following is a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share available to common stockholders:

Average shares outstanding (diluted) in the table above excludes stock options and restricted stock units that have not met

certain performance conditions and instruments that have an anti-dilutive effect on Earnings per share (diluted). The following is a summary of items excluded from the denominator in the table above:

For the three and six months ended June 30, 2026, under its authorized share repurchase programs, the Company

repurchased 0.6 million and 1.2 million shares of its common stock at an average price per share of $313.56 and $310.29,

respectively.

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

16.Comprehensive Income

The following tables present the tax effects allocated to each component of Other comprehensive income (loss):

The components of accumulated other comprehensive loss, net of taxes, were as follows:

17.Segment Information

The Company operates in one segment. Accordingly, the Company’s Consolidated revenue, Net income, and Total assets

reflect the revenue, profit, and assets of the Company’s single segment, respectively.

The Company’s President and Chief Executive Officer is the chief operating decision maker (“CODM”). The CODM uses

Net income in assessing the performance and in determining the allocation of resources of the Company’s reportable segment.

The CODM is regularly provided expense information consistent with the expense categories presented in the Company’s

Consolidated Statements of Income.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 equities and

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

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

assets at the beginning or end of each month during the applicable period. Average assets under management for private

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

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

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.

Assets Under Management

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; broad-based demand for our Affiliates’ liquid alternative and private markets strategies

generated 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 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.

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

June 30, 2026:

(1) Attributable to the myCIO Transaction as of the closing date.

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

currency is not the U.S. dollar into our functional currency.

(3) Other includes product transitions and reclassifications.

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

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

assets under management ahead of their relevant benchmark:

(1) Past performance is not indicative of future results. Performance and AUM information is as of June 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.

(2) For private markets products, performance is reported as the percentage of assets that have outperformed benchmarks on a

since-inception internal rate of return basis. Benchmarks utilized include a combination of public market equivalents, peer

medians, and absolute returns where benchmarks are not available. For purposes of investment performance comparisons,

the latest vintage comparison includes the most recent vehicles and strategies (traditional long-duration investment funds,

customized vehicles, and other evergreen vehicles and product structures) where meaningful performance is available and

calculable. In order to illustrate the performance of our private markets product category over a longer period of history,

the last three vintages comparison incorporates the latest vintage vehicles and the prior two vintages for traditional long-

duration investment funds, as well as additional vehicles and strategies launched during the equivalent time period as the

last three vintages of traditional long-duration investment funds. Due to the nature of these investments and vehicles,

reported performance is typically on a three- to six-month lag basis.

(3) For liquid alternative and equity products, performance is reported as the percentage of assets that have outperformed

benchmarks across the indicated periods, and excludes market-hedging products. For purposes of investment performance

comparisons, products are an aggregation of portfolios (separate accounts, investment funds, and other products) that each

represent a particular investment objective, using the most representative portfolio for the performance comparison.

Performance is presented for products with a three-, five-, and/or ten-year track record and is measured on a consistent

basis relative to the most appropriate benchmarks. Benchmark appropriateness is generally reviewed annually to reflect

any changes in how underlying portfolios/mandates are managed. Product and benchmark performance is reflected as total

return and is annualized. Reported product performance is gross-of-fees for institutional and high-net-worth separate

accounts, and generally net-of-fees across retail funds and other commingled vehicles such as hedge funds.

(4) Multi-asset and fixed income products are mainly our wealth management and solutions offerings. These investment

products are primarily customized toward wealth preservation, estate planning, and liability and tax management, and

therefore are typically not measured against a benchmark.

Aggregate Fees

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.

In some cases, if product returns exceed certain performance thresholds, we will participate in performance-based fees.

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 June 30, 2026, approximately 27% of our total assets

under management could potentially earn performance-based fees. These percentages were approximately 12% and 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 $1,661.5 million for the three months ended June 30, 2026, an increase of $488.0 million or 42% as

compared to the three months ended June 30, 2025. The increase in aggregate fees was due to a $437.5 million or 37% increase

from asset-based fees and a $50.5 million or 5% increase from performance-based fees, primarily in private markets 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 market appreciation, 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.

Aggregate fees were $3,571.4 million for the six months ended June 30, 2026, an increase of $1,127.5 million or 46% as

compared to the six months ended June 30, 2025. The increase in aggregate fees was due to an $838.0 million or 34% increase

from asset-based fees and a $289.5 million or 12% increase from performance-based fees, primarily in liquid alternative

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 market appreciation, and changes in the composition of our assets under management,

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

Financial and Supplemental Financial Performance Measures

The following table presents our key financial and supplemental financial performance measures:

(1) Percent change is not meaningful.

(2) Adjusted EBITDA (controlling interest) and Economic net income (controlling interest) are non-GAAP performance

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

Net income (controlling interest) increased $101.6 million for the three months ended June 30, 2026. This increase was

primarily due to the impact of a $147.5 million increase in Consolidated revenue, a $59.3 million increase in Equity method

income (net), and a $38.3 million decrease in Affiliate equity expense attributable to the controlling interest, partially offset by

a $32.4 million increase in Income tax expense attributable to the controlling interest.

Net income (controlling interest) increased $139.7 million or 89% for the six months ended June 30, 2026. This increase

was primarily due to the impact of a $195.8 million increase in Consolidated revenue and a $131.3 million increase in Equity

method income (net), partially offset by a $53.3 million increase in Income tax expense attributable to the controlling interest.

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

Our Adjusted EBITDA (controlling interest) increased $96.3 million or 44% for the three months ended June 30, 2026,

primarily due to a $488.0 million or 42% increase in aggregate fees.

Adjusted EBITDA (controlling interest) increased $185.4 million or 41% for the six months ended June 30, 2026,

primarily due to a $1,127.5 million or 46% increase in aggregate fees. Adjusted EBITDA (controlling interest) increased less

than aggregate fees on a percentage basis primarily due to the recognition of performance-based fees earned by Affiliates in

which we hold a lesser 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 June 30, 2026, our Economic net income

(controlling interest) increased $62.2 million or 39%, primarily due to a $96.3 million or 44% increase in Adjusted EBITDA

(controlling interest).

Economic net income (controlling interest) increased $128.2 million or 40% for the six months ended June 30, 2026,

primarily due to a $185.4 million or 41% increase in Adjusted EBITDA (controlling interest).

Results of Operations

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 Consolidated revenue, Consolidated

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

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

Consolidated Revenue

The following table presents our consolidated Affiliates’ average assets under management and Consolidated revenue:

Consolidated revenue increased $147.5 million or 30% for the three months ended June 30, 2026, due to an $86.3 million

or 18% increase from asset-based fees, and a $61.2 million or 12% increase 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.

Consolidated revenue increased $195.8 million or 20% for the six months ended June 30, 2026, due to a $141.3 million or

14% increase from asset-based fees and a $54.5 million or 6% increase 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.

Consolidated Expenses

The following table presents our Consolidated expenses:

Compensation and related expenses increased $52.4 million or 20% for the three months ended June 30, 2026, primarily

due to a $90.7 million increase in compensation accruals, partially offset by a $37.6 million decrease in Affiliate equity

expense.

Compensation and related expenses increased $109.1 million or 22% for the six months ended June 30, 2026, primarily due

to a $117.6 million increase in compensation accruals, partially offset by a $4.6 million decrease in share-based compensation

and a $3.9 million decrease in Affiliate equity expense.

Selling, general and administrative expenses increased $11.7 million or 12% for the three months ended June 30, 2026,

primarily due to a $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.

Selling, general and administrative expenses increased $24.3 million or 13% for the six months ended June 30, 2026,

primarily due to a $17.4 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 $6.2 million increase in professional fees.

Intangible amortization and impairments increased $0.9 million or 14% for the three months ended June 30, 2026,

primarily due to a $0.9 million increase in amortization expense due to an increase in actual and expected client attrition for

certain definite-lived acquired client relationships.

Intangible amortization and impairments decreased $33.1 million or 37% for the six months ended June 30, 2026, primarily

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

certain mutual fund assets to fair value.

Interest expense increased $6.0 million or 17% for the three months ended June 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”). These increases were

partially offset by a $4.5 million decrease due to the repayment of our junior convertible securities in January 2026 and a $3.2

million decrease due to the maturity of our 3.50% senior notes in August 2025 (the “2025 Senior Notes”).

Interest expense increased $10.3 million or 15% for the six months ended June 30, 2026, primarily due to a $13.7 million

increase from borrowings under 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 repayment of our junior convertible securities in January 2026 and a $6.4

million decrease due to the maturity of the 2025 Senior Notes.

There were no significant changes to Depreciation and other amortization for the three and six months ended June 30,

Other expenses (net) increased $3.3 million or 33% for the three months ended June 30, 2026, primarily due to a $1.1

million increase in rent and related office costs and a $0.7 million increase in expenses related to changes in the values of

contingent payment obligations.

Other expenses (net) increased $13.0 million or 60% for the six months ended June 30, 2026, primarily due to a $9.3

million increase in expenses related to the settlement of conversions with respect to our junior convertible securities (see Note

6), a $1.7 million increase in rent and related office costs, and a $0.8 million increase in expenses related to changes in the

values of contingent payment obligations.

Equity Method Income (Net)

For our Affiliates accounted for under the equity method, we use structured partnership interests in which we contractually

share in the Affiliate’s revenue or revenue less agreed-upon expenses. 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 and

tax, is included in Equity method income (net). For certain of our Affiliates accounted for under the equity method, we report

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

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

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

tax equity method earnings, equity method intangible amortization, equity method intangible impairments, if any, and equity

method income tax, which in aggregate form Equity method income (net):

(1) Percent change is not meaningful.

Equity method revenue, net increased $340.5 million or 50% for the three months ended June 30, 2026, due to a $351.2

million or 52% increase from asset-based fees, partially offset by a $10.7 million or 2% decrease from performance-based fees,

primarily in liquid alternative strategies. The increase in asset-based fees was principally due to an increase in our equity

method Affiliates’ average assets under management, primarily in liquid alternative and multi-asset and fixed income strategies,

including the impact of our investments in new Affiliates and 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.

For the three months ended June 30, 2026, pre-tax equity method earnings increased $62.6 million or 67%, primarily due to

a $340.5 million or 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 $2.2 million or 8% for the three months ended June 30, 2026, primarily

due to a $9.7 million increase in amortization expense due to investments in new Affiliates. This increase was partially offset

by a $5.4 million decrease in amortization expense related to certain definite-lived assets being fully amortized and a $2.4

million decrease due to certain Affiliate transactions.

Equity method revenue, net increased $931.7 million or 64% for the six months ended June 30, 2026, due to a $696.7

million or 48% increase from asset-based fees and a $235.0 million or 16% increase from performance-based fees, primarily in

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

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

impact of our investments in new Affiliates and 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.

For the six months ended June 30, 2026, pre-tax equity method earnings increased $149.4 million or 77%, primarily due to

a $931.7 million or 64% 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 $10.3 million or 23% for the six months ended June 30, 2026, primarily

due to a $20.5 million increase in amortization expense due to investments in new Affiliates. This increase was partially offset

by a $6.4 million decrease in amortization expense related to certain definite-lived assets being fully amortized and a $4.5

million decrease in amortization expense due to certain Affiliate transactions.

Equity method intangible impairments increased $8.0 million for the six months ended June 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 June 30, 2026.

Affiliate Transaction Gains

(1) Percent change is not meaningful.

For the three and six months ended June 30, 2026, we recorded a $14.6 million gain related to the divestiture of an advisor

team at myCIO Wealth Partners, LLC (“myCIO”) in June 2026 (the "myCIO Transaction"). See Note 8 of our Consolidated

Financial Statements.

Investment and Other Income

The following table presents our Investment and other income:

Investment and other income decreased $11.6 million or 45% for the three months ended June 30, 2026, primarily due to a

$10.9 million decrease in net realized and unrealized gains on other investments.

Investment and other income decreased $16.7 million or 45% for the six months ended June 30, 2026, primarily due to an

$11.6 million decrease in net realized and unrealized gains on other investments and a $7.7 million decrease in interest income.

These decreases were partially offset by a $3.7 million increase in net realized and unrealized gains on marketable securities.

Income Tax Expense

The following table presents our Income tax expense:

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

attributable to the non-controlling interests.

Income tax expense increased $34.3 million or 96% for the three months ended June 30, 2026. Our effective tax rate

(controlling interest) for the three months ended June 30, 2026 was 26.2% as compared to 28.5% for the three months ended

June 30, 2025. The decrease in the effective tax rate (controlling interest) is primarily due to an expense attributable to a

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 June 30, 2025.

Income tax expense increased $53.4 million or 85% for the six months ended June 30, 2026. Our effective tax rate

(controlling interest) for the six months ended June 30, 2026 was 27.4% as compared to 27.1% for the six months ended June

30, 2025. The increase in the effective tax rate (controlling interest) is primarily due to lower tax windfalls attributable to

share-based compensation for the six months ended June 30, 2026.

Net Income

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

(1) Percent change is not meaningful.

Net income (controlling interest) increased $101.6 million for the three months ended June 30, 2026, primarily due to an

increase in Consolidated revenue, an increase in Equity method income (net), and a decrease in Affiliate equity expense

attributable to the controlling interest, partially offset by an increase in Income tax expense attributable to the controlling

interest.

Net income (controlling interest) increased $139.7 million or 89% for the six months ended June 30, 2026, primarily due to

an increase in Consolidated revenue and an increase in Equity method income (net), partially offset by an increase in Income

tax expense attributable to the controlling interest.

Supplemental Financial Performance Measures

As supplemental information to our GAAP performance measures, including Net income (see Note 17 of our Consolidated

Financial Statements), we provide non-GAAP performance measures of Adjusted EBITDA (controlling interest), Economic net

income (controlling interest), and Economic earnings per share. We believe that many investors use our Adjusted EBITDA

(controlling interest) when comparing our financial performance to other companies in the investment management industry.

Management utilizes these non-GAAP performance measures to assess our performance before our share of certain non-cash

GAAP expenses primarily related to the acquisition of interests in Affiliates and to improve comparability between periods.

Economic net income (controlling interest) and Economic earnings per share are used by management and our Board of

Directors as our principal performance benchmarks, including as one of the measures for determining executive compensation.

These non-GAAP performance measures are provided in addition to, but not as a substitute for, Net income, Net income

(controlling interest), Earnings per share, or other GAAP performance measures.

Adjusted EBITDA (controlling interest)

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, and

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

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

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

commitments, and other strategic investments.

The following table presents a reconciliation of Net income (controlling interest) to Adjusted EBITDA (controlling

interest):

(1) Income taxes include equity method income tax.

(2) Intangible amortization and impairments in our Consolidated Statements of Income include amortization attributable to the

non-controlling interests of our consolidated Affiliates. For our Affiliates accounted for under the equity method, we do

not separately report intangible amortization and impairments in our Consolidated Statements of Income. Our share of

these Affiliates’ amortization and impairments is included in Equity method income (net). The following table presents the

Intangible amortization and impairments shown above:

(3) The three and six months ended June 30, 2026 include a gain of $14.6 million related to the myCIO Transaction.

(4) 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 June 30, 2025

and 2026, other items were predominantly the result of Affiliate equity-related activities. See Note 12 of our Consolidated

Financial Statements.

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

Under our Economic net income (controlling interest) definition, we adjust Net income (controlling interest) for our share

of pre-tax intangible amortization and impairments related to intangible assets (including the portion attributable to equity

method investments in Affiliates) because these expenses do not correspond to the changes in the value of these assets, which

do not diminish predictably over time. We also adjust for deferred taxes attributable to intangible assets because we believe it

is unlikely these accruals will be used to settle material tax obligations. Further, we adjust for gains and losses related to

Affiliate transactions, net of tax, and other economic items.

Economic earnings per share represents Economic net income (controlling interest) divided by the Average shares

outstanding (adjusted diluted). In this calculation, we exclude the potential shares issued upon settlement of Redeemable non-

controlling interests from Average shares outstanding (adjusted diluted) because we intend to settle those obligations without

issuing shares, consistent with all prior Affiliate equity purchase transactions. The potential share issuance in connection with

our former junior convertible securities is measured using a “treasury stock” method. Under this method, only the net number

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

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

available capital resources (which could be used to repurchase shares of our common stock) that occurs when these securities

are converted and we are relieved of our debt obligation.

The following table presents a reconciliation of Net income (controlling interest) to Economic net income (controlling

interest) and Economic earnings per share:

(1) See note (2) to the table in “Adjusted EBITDA (controlling interest).”

(2) Income taxes include equity method deferred taxes.

(3) The three and six months ended June 30, 2026 include a gain of $14.6 million related to the myCIO Transaction, net of

$3.6 million income tax expense.

(4) 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 June 30, 2025

and 2026, other economic items were predominantly the result of Affiliate equity-related activities. See Note 12 of our

Consolidated Financial Statements.

Liquidity and Capital Resources

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

capabilities through which we can leverage our scale and resources to benefit our Affiliates and enhance their long-term growth

prospects. Given our annual cash generation from operations, in addition to investing for growth in our business, we are also

able to return excess capital to shareholders primarily through share repurchases. We continue to manage our capital structure

consistent with an investment grade company and are currently rated A3 by Moody’s Investor Services and BBB+ by S&P

Global Ratings.

Cash and cash equivalents were $411.0 million as of June 30, 2026 and were attributable to both our controlling and the

non-controlling interests. In the six months ended June 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 six months ended June 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.

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

interests and general partner and seed capital investments, the return of capital through share repurchases and the payment of

cash dividends on our common stock, repayment of debt, distributions to Affiliate equity holders, payment of income taxes, and

general working capital to be the primary uses of cash on a consolidated basis for the foreseeable future. We anticipate that our

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

cash for the foreseeable future. In addition, we may draw funding from the debt and equity capital markets, and our credit

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

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

Operating Cash Flow

Operating cash flows are calculated by adjusting Net income for other significant sources and uses of cash, significant non-

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

For the six months ended June 30, 2026, Cash flows from operating activities were $538.3 million, primarily from

distributions of earnings received from equity method investments of $464.5 million and Net income of $383.7 million adjusted

for non-cash items of $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 $113.8 million. For the six months ended

June 30, 2026, operating cash flows were primarily attributable to the controlling interest.

Investing Cash Flow

For the six months ended June 30, 2026, Cash flows used in investing activities were $219.3 million, primarily due to

$242.3 million of investments in Affiliates and $69.1 million of purchases of investment securities. These items were partially

offset by $57.2 million of maturities and sales of investment securities and $36.2 million of proceeds received from Affiliate

transactions. For the six months ended June 30, 2026, investing cash flows were primarily attributable to the controlling

interest.

Financing Cash Flow

For the six months ended June 30, 2026, Cash flows used in financing activities were $489.0 million, primarily due to the

settlement of junior convertible securities of $514.6 million, $364.8 million of repurchases of common stock, net, repayment of

senior bank debt borrowings of $170.0 million, $146.3 million of distributions to non-controlling interests, $56.7 million of

Affiliate equity purchases, net of issuances, and $46.7 million of taxes paid on shares withheld for share-based awards. These

items were partially offset by senior bank debt borrowings of $820.0 million. For the six months ended June 30, 2026,

financing cash flows were primarily attributable to the controlling interest.

Affiliate Equity

We periodically purchase Affiliate equity from and issue Affiliate equity to our consolidated Affiliate partners and other

parties under agreements that provide us with a conditional right to call and Affiliate equity holders with a conditional right to

put their Affiliate equity interests to us at certain intervals. We have the right to settle a portion of these purchases in shares of

our common stock. For Affiliates accounted for under the equity method, we do not typically have such put and call

arrangements. The purchase price of these conditional purchases is generally calculated based upon a multiple of the Affiliate’s

cash flow distributions, which is intended to represent fair value. In certain cases, Affiliate equity holders are also permitted to

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

As of June 30, 2026, the current redemption value of Affiliate equity interests was $470.6 million, of which $270.2 million

was presented as Redeemable non-controlling interests (including $32.9 million of consolidated Affiliate-sponsored investment

products primarily attributable to third-party investors), and $200.4 million was included in Other liabilities on the Consolidated

Balance Sheets. Although the timing and amounts of these purchases are difficult to predict, we paid $60.9 million for Affiliate

equity purchases and received $4.2 million for Affiliate equity issuances during the six months ended June 30, 2026, and we

expect net purchases of approximately $35 million of Affiliate equity during the remainder of 2026. In the event of a purchase,

we become the owner of the cash flow associated with the purchased equity. See Notes 11 and 12 of our Consolidated

Financial Statements.

Share Repurchases

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

million and 4.2 million shares of our common stock, respectively, and these authorizations have no expiry. Purchases may be

made from time to time, at management’s discretion, in the open market or in privately negotiated transactions, including

through the use of trading plans, as well as pursuant to accelerated share repurchase programs or other share repurchase

strategies that may include derivative financial instruments. During the three and six months ended June 30, 2026, we

repurchased 0.6 million and 1.2 million shares of our common stock at an average price per share of $313.56 and $310.29,

respectively. As of June 30, 2026, there were a total of 5.0 million shares available for repurchase under our share repurchase

programs.

Debt

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

on our Consolidated Balance Sheets:

As of June 30, 2026, the weighted average maturity of our outstanding senior and junior subordinated notes is 22 years, all

of which is maturing in 2030 and beyond. Our nearest term maturity with respect to our senior and junior subordinated notes

relates to our $350.0 million senior notes due June 2030 (the “2030 senior notes”). See Note 6 of our Consolidated Financial

Statements.

Senior Bank Debt

As of June 30, 2026, we had a $1.25 billion revolver. The Company amended and restated the revolver in June 2026,

extending the maturity from November 15, 2029 to June 9, 2031. Subject to certain conditions, we may increase the

commitments under the revolver by up to an additional $750.0 million.

As of June 30, 2026, we had outstanding borrowings under the revolver of $650.0 million, and we could borrow all

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

Senior Notes

As of June 30, 2026, we had senior notes outstanding, the respective principal terms of which are presented and described

below:

In addition to customary event of default provisions, the indenture governing the senior notes, including the applicable

supplemental indentures with respect to the 2030, 2034, and 2036 senior notes, limits our ability to consolidate, merge, or sell

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

principal amount (plus any accrued and unpaid interest), upon certain change of control triggering events. The senior notes

may be redeemed, in whole or in part, at a make-whole redemption price (plus accrued and unpaid interest), at any time prior to

March 15, 2030, in the case of the 2030 senior notes, at any time prior to May 20, 2034, in the case of the 2034 senior notes,

and at any time prior to November 15, 2035, in the case of the 2036 senior notes. In addition, the 2030, 2034, and 2036 senior

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

May 20, 2034, and November 15, 2035, respectively. We may also repurchase senior notes in the open market or in privately

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

Junior Subordinated Notes

As of June 30, 2026, we had junior subordinated notes outstanding, the respective principal terms of which are presented

and described below:

As of June 30, 2026, each of the 2059 and the 2060 junior subordinated notes could be redeemed at any time, in whole or

in part. The other junior subordinated notes may be redeemed at any time, in whole or in part, on or after September 30, 2026,

in the case of the 2061 junior subordinated notes, and on or after March 30, 2029, in the case of the 2064 junior subordinated

notes. In each case, the junior subordinated notes may be redeemed at 100% of the principal amount of the notes being

redeemed, plus any accrued and unpaid interest thereon. Prior to the applicable redemption date, at our option, the applicable

junior subordinated notes may also be redeemed, in whole but not in part, at 100% of the principal amount, plus any accrued

and unpaid interest, if certain changes in tax laws, regulations, or interpretations occur; or at 102% of the principal amount, plus

any accrued and unpaid interest, if a rating agency makes certain changes relating to the equity credit criteria for securities with

features similar to the applicable notes.

Junior Convertible Securities

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

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

our intention to settle any and all conversion obligations in cash. Substantially all holders of the junior convertible securities

delivered requests to convert their securities prior to the Redemption Date. On December 15, 2025 (the “Election Date”), we

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

price of our common stock during each applicable ten trading day conversion reference period. These conversions resulted in a

settlement value in excess of the associated carrying value (the “conversion premium”). As of December 31, 2025, the

conversion premium of $155.5 million was recorded within Other liabilities, with a corresponding reduction to Additional paid-

in capital. In addition, the conversion resulted in a reduction to Deferred tax liability (net) on the Consolidated Balance Sheets

of $38.9 million, with a corresponding increase to Additional paid-in capital. Our election to settle each applicable conversion

premium in cash using a ten-day reference period was accounted for as a forward sale contract, which resulted in a $9.2 million

expense recorded in Other expenses (net), in the fourth quarter of 2025.

On the Redemption Date, we redeemed $1.1 million of junior convertible securities which were not converted, reflecting

the principal amount of the redeemed securities, plus accrued and unpaid interest, up to, but not including, the Redemption

Date.

In January 2026, we settled each of our applicable conversion obligations in cash for an aggregate amount of

$514.6 million which resulted in an incremental expense related to the forward sale contract of $9.3 million. The junior

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

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

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

of the recapture of excess interest expense deductions.

Prior to their redemption or requests for conversion by the holders, as applicable and described above, the junior

convertible securities bore interest at a rate of 5.15% per annum, which interest payments were payable quarterly in cash.

Equity Distribution Program

In the first quarter of 2025, we entered into an equity distribution agreement and forward sale agreements with several

major securities firms under which we may, from time to time, issue and sell shares of our common stock (immediately or on a

forward basis) having an aggregate sales price of up to $500.0 million (the “equity distribution program”). This equity

distribution program superseded and replaced our prior equity distribution program. As of June 30, 2026, no sales had occurred

under the equity distribution program.

Commitments

See Note 7 of our Consolidated Financial Statements.

Other Contingent Commitments

See Notes 4 and 7 of our Consolidated Financial Statements.

Leases

As of June 30, 2026, our lease obligations were $14.0 million for the remainder of 2026, $61.0 million from 2027 through

2028, $57.3 million from 2029 through 2030, and $62.7 million thereafter. The portion of these lease obligations attributable to

the controlling interest were $1.8 million for the remainder of 2026, $6.8 million from 2027 through 2028, $6.5 million from

2029 through 2030, and $11.0 million thereafter.

Recent Accounting Developments

See Note 2 of our Consolidated Financial Statements.

Critical Accounting Estimates and Judgments

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

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

Item 3.Quantitative and Qualitative Disclosures About Market Risk

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

ended June 30, 2026. Please refer to Item 7A of our 2025 Annual Report on Form 10-K.

Item 4.Controls and Procedures

We carried out an evaluation under the supervision and with the participation of our management, including our Chief

Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and

procedures during the quarter covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief

Executive Officer and Chief Financial Officer concluded that, as of the end of the quarter covered by this Quarterly Report on

Form 10-Q, our disclosure controls and procedures are effective in ensuring that (i) the information required to be disclosed by

us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is

recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s

rules and forms, and (ii) such information is accumulated and communicated to our management, including our principal

executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In

designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how

well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our

management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures.

Our disclosure controls and procedures were designed to provide reasonable assurance of achieving their stated objectives, and

our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were

effective at the reasonable assurance level. We review on an ongoing basis and document our disclosure controls and

procedures, and our internal control over financial reporting, and we may from time to time make changes in an effort to

enhance their effectiveness and ensure that our systems evolve with our business.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

(a)None.

(b)None.

(c)Purchases of Equity Securities by the Issuer:

(1) Includes shares surrendered to the Company in connection with certain stock swap and option exercise transactions, if any.

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

million and 4.2 million shares of our common stock, respectively, and these authorizations have no expiry. Purchases may

be made from time to time, at management’s discretion, in the open market or in privately negotiated transactions,

including through the use of trading plans, as well as pursuant to accelerated share repurchase programs or other share

repurchase strategies that may include derivative financial instruments. As of June 30, 2026, there were a total of 5.0

million shares available for repurchase under our share repurchase programs.

Item 6.Exhibits

The exhibits are listed on the Exhibit Index below.

EXHIBIT INDEX

*Filed herewith

**Furnished herewith