FEDERATED HERMES, INC.

Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) not applicable.

(b) not applicable.

(c) The following table summarizes stock repurchases under Federated Hermes’ share repurchase program during the first quarter 2026.

1 In July 2025, the board of directors authorized a share repurchase program with no stated expiration date that allowed the repurchase of up to 5.0 million shares of Class B common stock. No other program existed as of March 31, 2026. See Note (13) to the Consolidated Financial Statements for additional information.

2 In January 2026, 1,300 shares of Class B common stock with a weighted-average price per share of $3.00, were repurchased as a result of employee-forfeited restricted stock.

Part II, Item 5. Other Information

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the Annual Meeting of Shareholders of Federated Hermes held on Thursday, April 30, 2026, via teleconference, the holder of Federated Hermes’ Class A common stock, which constituted all of the shares entitled to vote at the meeting, approved the following proposals, both of which are described in more detail in Federated Hermes’ Information Statement to shareholders dated March 17, 2026.

Proposal I

The holder of Federated Hermes’ Class A common stock elected six individuals to the Board of Directors of Federated Hermes, Inc. as set forth below:

Proposal II

As of December 31, 2025, out of a total of 36,050,000 shares of Class B Common Stock reserved for issuance under Federated Hermes’ Stock Incentive Plan, only 2,314,277 shares remained available for issuance. On April 30, 2026, the holder of Federated Hermes’ Class A Common stock approved an amendment to Federated Hermes’ Stock Incentive Plan to reserve an additional 5,000,000 shares of Class B Common Stock for the Stock Incentive Plan, thereby increasing the total number of shares reserved for issuance under the Stock Incentive Plan to 41,050,000 shares: 9,000 shares were voted for the amendment, with no shares being voted against or withheld.

APPROVAL OF CHANGE IN INDEPENDENT DIRECTOR COMPENSATION.

On April 30, 2026, the Board of Directors of Federated Hermes approved adjusting the number of unrestricted shares of Class B Common Stock annually granted to independent directors under the Federated Hermes, Inc. Stock Incentive Plan from 2,400 shares to 2,000 shares, effective immediately. With this change, for their service as directors, Federated Hermes’ independent directors receive (1) $60,000 per year; (2) $5,000 per year for each Board Committee Membership; (3) $5,000 per year for Compliance Committee Chair, Compensation Committee Chair and service as Lead Independent Director, and $10,000 per year for Audit Committee Chair (each of (1), (2) and (3) are payable in quarterly installments); (4) $1,500 per attendance at a special meeting of the Board payable when such meetings occur; and (5) 2,000 shares of unrestricted Class B Common Stock annually pursuant to the Stock Incentive Plan.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT and CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On May 1, 2026, Federated Hermes entered into an Amended Credit Agreement. The Amended Credit Agreement amended and restated Federated Hermes’ 2021 Credit Agreement, which was dated July 30, 2021 and was scheduled to mature on July 30, 2026. The Amended Credit Agreement includes a $350 million revolving line of credit facility and a $225 million optional increase (or accordion) feature. The Amended Credit Agreement was entered into to refinance and renew Federated Hermes’ $350 million 2021 Credit Agreement, which included a $200 million optional increase (or accordion) feature. As of May 1, 2026, Federated Hermes did not have any borrowings outstanding under the 2021 Credit Agreement.

The Amended Credit Agreement expires on May 1, 2031. The Amended Credit Agreement requires outstanding principal to be paid on the expiration date and does not require scheduled principal payments. Federated Hermes, however, may elect to make principal payments in amounts determined at its discretion. Borrowings bear interest, at Federated Hermes’ option, at either a term SOFR or a base rate, in each case plus a margin based on applicable debt ratings (i.e., rating of Federated Hermes’ senior unsecured long-term debt or long-term counterparty credit by Moody’s Investor Service, Inc., Standard & Poor’s Ratings Services, or Fitch Ratings Inc.). The Amended Credit Agreement provides for a commitment fee on the unused portion of the revolving credit facility, ranging from 7.5 basis points to 15.0 basis points per annum depending on Federated Hermes’ applicable debt ratings. As of May 1, 2026, Federated Hermes’ commitment fee under the Amended Credit Agreement is 10.0 basis points.

The Amended Credit Agreement, similar to the 2021 Credit Agreement, includes an interest coverage ratio covenant (consolidated EBITDA to consolidated interest expense) and a leverage ratio covenant (consolidated debt to consolidated EBITDA) as well as other customary terms and conditions, such as representations and warranties, affirmative and negative financial covenants, reporting requirements and other non-financial covenants. Federated Hermes was in compliance with all covenants as of April 30, 2026. The Amended Credit Agreement, similar to the 2021 Credit Agreement, also has certain stated events of default and cross default provisions which would permit the lenders/counterparties to accelerate the repayment of the debt if not cured within the applicable grace periods. The events of default generally include breaches of contract, failure to make required loan payments, insolvency, cessation of business, notice of lien or assessment, and other proceedings, whether voluntary or involuntary, that would require the repayment of amounts borrowed. The Amended Credit Agreement, similar to the 2021 Credit Agreement, also requires certain subsidiaries to enter into a Fourth Amended and Restated Continuing Agreement of Guaranty and Suretyship to guarantee payment of all obligations incurred through the Amended Credit Agreement.

INSIDER TRADING ARRANGEMENTS

While certain officers have elected in advance to satisfy tax obligations arising from the vesting of awards of periodic and bonus restricted Federated Hermes Class B Common Stock through the sale of sufficient shares of such stock necessary to satisfy such tax obligations in the open-market, no director or officer adopted, modified orterminated a Rule 10b5-1(c) or a non-Rule 10b5-1(c) trading arrangement during the fiscal quarter ended March 31, 2026.