Invesco Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

Invesco Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Proxy Statement

Notice of 2026 Annual General Meeting of Shareholders

Notice of 2026 Annual General

Meeting of Shareholders

Voting matters

At or before the 2026 Annual General Meeting of Shareholders, we ask that you vote on the following items.

2026 Proxy Statement i

ii Invesco Ltd.

2026 Proxy Statement iii

A LETTER TO OUR SHAREHOLDERS FROM THE

President and CEO

2025 was a breakthrough year for Invesco, with major accomplishments across every part of our strategy. We started the year with clear ambitions: sharpen our focus on strategic priorities, strengthen our balance sheet, accelerate growth in our highest-opportunity businesses, and deliver meaningful value to our clients and shareholders.

The significant advancements we made demonstrate the strength of Invesco’s integrated global platform, our emphasis on investment performance and quality, and a continued focus on client needs.

Executing with discipline across our strategic priorities

The pace of execution across our multi-year strategy continues to accelerate, driving growth while maintaining strong operating and financial discipline. Our efforts to simplify the organization, strengthen financial flexibility, and invest in priority capabilities are enhancing investment excellence, enabling a more seamless client experience, and expanding growth opportunities globally. These actions contributed to Invesco delivering the highest TSR among our TSR Peer Group2 in 2025.

We continued to strengthen our balance sheet, which allowed us to accelerate investment in the growth of our business and increased our capacity to return capital to shareholders. We continued to streamline the business and reallocate resources toward high-opportunity areas, including the sale of intelliflo and the establishment of a joint venture in India to support long-term growth opportunities. We also accelerated the transformation of our investment platform by moving to a hybrid approach, which will integrate the strengths of Alpha and Aladdin. When completed, this will simplify our investment infrastructure, improve efficiency and enhance performance delivery. In addition, the modernization of the Invesco QQQ Trust converted over $400 billion of AUM into long-term revenue-earning AUM while lowering fees for shareholders.

iv Invesco Ltd.

Across these efforts, disciplined focus and execution remain central. We have set clear strategic priorities—and we are delivering.

Driving growth in high-opportunity areas

We continued to strengthen our competitive position in key asset classes and markets, reflecting the diversity and breadth of our product offering and leveraging our deep local presence and expertise in markets around the world. We enhanced our ability to drive future growth of our $130 billion Private Markets platform by forming strategic partnerships with Barings and LGT Capital Partners that include capital they or their affiliates will bring to fund joint product development. With plans to further broaden our private credit and multi-asset private markets offerings, we demonstrated impressive speed. We brought to market our first jointly managed U.S. wealth private credit strategy with Barings just a few months after forming the strategic partnership.

We strengthened our position as the fourth largest ETF provider globally, reaching a record AUM of $1 trillion in ETFs and index strategies, including the QQQ. ETFs and Index Investments were the single largest contributor to our organic AUM growth, delivering substantial net long-term inflows that outpaced peers in 2025.

We saw strong momentum across Asia Pacific and EMEA, where combined revenue grew at double-digit rates. In Asia Pacific, we achieved nearly $35 billion in net long-term flows, and our China joint venture reached a record $132 billion in AUM with strong retail and institutional inflows.

Focus on investment quality and client success

A top priority for Invesco is to deliver industry-leading investment performance by harnessing the strengths of our global platform and ensuring clients benefit from the full depth of our capabilities. Delivering best-in-class client experiences with strong investment capabilities requires continuous adaptation to evolving market dynamics and areas of opportunity.

During the year, we strengthened our investment platform to enhance consistency, collaboration, and risk oversight across investment capabilities and regions. We further simplified and strengthened our Fundamental Equity capabilities under unified leadership, fostering greater collaboration across teams, more effective use of regional expertise, and the integration of global and local insights.

We also advanced our global investment risk and performance framework, strengthening governance, transparency, and accountability across teams. This included leadership alignment across asset classes, improved counterparty and liquidity oversight, and full implementation of a consistent Investment Quality Review process to support disciplined decision-making and performance excellence.

Across these initiatives, our focus remains on delivering high-quality, consistent investment outcomes and a seamless client experience—supported by strong governance, disciplined risk management, and a global platform designed to meet the evolving needs of our clients.

Financial and operating discipline

A central focus for enhancing financial strength and flexibility was recapitalizing the balance sheet. We materially reduced leverage and increased earnings available to common shareholders with the repurchase of $1.5 billion of otherwisenon-callable preferred stock using a combination of cash and floating rate, prepayable financing. These efforts create a path for further deleveraging, along with the potential for future preferred share repurchases. We will continue to manage our leverage profile while investing in our business and returning capital to shareholders.

Net revenues 3 increased six percent compared with the prior year, supported by continued business momentum and strong client demand across key capabilities. This, combined with measured expense discipline, drove meaningful positive operating leverage that resulted in adjusted operating margin 3 improvement of 230 basis points. This improvement contributed to a 14 percent increase in adjusted operating income 3 for the year.

Adjusted diluted earnings per share 3 increased 19 percent year-over-year, underscoring the benefits of both improved operating leverage and the firm’s strengthened capital position. In addition, strong client engagement drove more than $80 billion in net long-term inflows during the year, representing six percent organic growth. The inflows, combined with positive markets and strategic business actions, resulted in total assets under management at a record $2.2 trillion by year end.

These improvements position Invesco to continue generating durable long-term value while maintaining the financial flexibility necessary to invest in growth and increase returns to shareholders.

2026 Proxy Statement v

Accelerating innovation

At Invesco, innovation is not a standalone initiative — it is a core capability that shapes how we operate and how we serve our clients. We are investing in the tools and talent needed to stay ahead of the curve while acting responsibly on behalf of our investors and clients.

We continue to accelerate innovation across the organization. We focused on product development, designing solutions that anticipate evolving client needs; as well as strategic partnerships that bring complementary capabilities to our platform. We are also implementing forward-looking investment strategies that leverage global research, data, and insights. We are deploying advanced AI tools that enhance productivity, improve client engagement, and accelerate operational efficiency across the firm.

Creating an environment where talent thrives

Our long-term success depends on the strength of our people. In 2025, we intensified our focus on creating an environment where talented people can thrive and belong.

We are committed to advancing leadership capabilities across the organization, ensuring our leaders have the skills and tools needed to guide teams through transformation, and drive long-term value. We also continue to invest heavily in the development of talent at all levels, supporting continuous growth and career mobility across our global teams. Strengthening the engagement, well-being, and a culture of diversity and inclusion of our workforce remains central to our strategy. We believe an employee base with different backgrounds, experiences and viewpoints fuels innovation, strengthens decision-making, and improves client outcomes. We are committed to building an inclusive culture where every individual feels valued, supported, and empowered to contribute fully.

Looking ahead with confidence

Invesco is stronger, more resilient, and more strategically focused following a year of major accomplishments. We enter 2026 with momentum across our major growth areas, a simplified operating model, and a firmwide commitment to disciplined execution.

We remain committed to delivering value to you, our shareholders, and we thank you for your support and long-term partnership.

Sincerely,

Andrew Schlossberg

President and Chief Executive Officer, Invesco

vi Invesco Ltd.

Frequently requested information

Contents

2026 Proxy Statement vii

Helpful resources

Where you can find more information

Annual meeting/Proxy Statement:

www.invesco.com/corporate/en/investor-relations/ annual-reports-and-proxy-statements.html

www.invesco.com/corporate/en/investor-relations/ annual-reports-and-proxy-statements.html

Voting your Proxy via the Internet before the annual meeting:

www.envisionreports.com/IVZ

Board of Directors

https://www.invesco.com/corporate/en/about-us/our-leadership.html

Communications with the Board

Atlanta, Georgia 30309

Attn: Office of the Company Secretary,

Legal Department

Governance documents

https://www.invesco.com/corporate/en/our-commitments/corporate-governance.html

• Corporate Governance Guidelines

• Criteria for Selection of Candidates for Membership on the Board of Directors

• Committee Charters

• Code of Conduct

• Directors’ Code of Conduct

• Invesco Whistleblower Hotline

Investor relations

https://www.invesco.com/corporate/en/ investor-relations.html

viii Invesco Ltd.

2026 Proxy Statement ix