AFFILIATED MANAGERS GROUP, INC.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001004434-25-000045
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001628280-25-050206
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 510 previous paragraphs and 520 current paragraphs.
281 unchanged; 145 reworded; 81 added; 67 removed; 17 previous and 13 current paragraphs rearranged.
Tables are not compared: 19 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (81)
Current report
received total consideration of$253.2 million, net of transaction costs, which included$99.8 million in cash and 2.9 million
Current report
TPG Class A common shares, all of which we have since sold. Our gain on the transaction was$127.6 million and our after-
Current report
tax net proceeds were$218.1 million.
Current report
In October 2025, we announced an agreement with Brown Brothers Harriman (“BBH”), a privately held global financial
Current report
services firm, to acquire a minority equity interest in BBH Credit Partners, a newly formed subsidiary of BBH focused on
Current report
structured and alternative credit investment strategies. Following the close of the transaction, BBH partners will continue to
Current report
direct day-to-day operations and our ownership will be limited to a minority interest in the BBH Credit Partners subsidiary.
Current report
to be included going forward.
Current report
(2)Assets under management attributable to Peppertree as of the closing date.
Current report
million or 16% increase from asset-based fees and a $3.3 million increase from performance-based fees, primarily in our liquid
Current report
Aggregate fees were$3,789.8 million for thenine months ended September 30, 2025, anincrease of$63.0 million or 2% as
Current report
increase from asset-based fees, offset by a $243.1 million or 6% decrease from performance-based fees, primarily in our liquid
Current report
management, primarily in our liquid alternative and private markets strategies, and changes in the composition of our assets
Current report
Net income (controlling interest)increased $88.8 million or 72% for thethree months ended September 30, 2025. This
Current report
increase was primarily due to $127.6 million of Affiliate transaction gains and a $35.9 million increase in Equity method
Current report
income (net). These increases were partially offset by a $39.1 million increase in Income tax expense attributable to the
Current report
controlling interest, primarily due to Affiliate transaction gains, and a $36.7 million increase in Affiliate equity compensation
Current report
Net income (controlling interest)increased $19.5 million or 6% for thenine months ended September 30, 2025. This
Current report
increase was primarily due to $127.6 million of Affiliate transaction gains and a $41.2 million increase in Equity method
Current report
income (net). These increases were partially offset by a $75.6 million increase in Affiliate equity compensation expense
Current report
Our Adjusted EBITDA (controlling interest)increased $36.8 million or 17% for thethree months ended September 30, 2025,
Current report
primarily due to a $188.9 million or 16% increase in aggregate fees.
Current report
Adjusted EBITDA (controlling interest)increased $7.4 million or 1% for thenine months ended September 30, 2025,
Current report
primarily due to a $63.0 million or 2% increase in aggregate fees.
Current report
income (controlling interest)increased $26.5 million or 17%, primarily due to a $36.8 million or 17% increase in Adjusted
Current report
EBITDA (controlling interest).
Current report
Economic net income (controlling interest)increased $1.8 million for thenine months ended September 30, 2025,
Current report
primarily due to a$7.4 million or 1% increase in Adjusted EBITDA (controlling interest).
Current report
Our Consolidated revenue increased $11.6 million or 2% for thethree months ended September 30, 2025, due to a $16.7
Current report
million or 3% increase from asset-based fees, partially offset by a $5.1 million or 1% decrease from performance-based fees,
Current report
consolidated Affiliate average assets under management, primarily in our private markets strategies, partially offset by changes
Current report
Our Consolidated revenue increased $1.2 million for thenine months ended September 30, 2025, due to a $3.3 million
Current report
increase from performance-based fees, primarily in our private markets strategies, partially offset by a $2.1 million decrease
Current report
private markets strategies.
Current report
primarily due to a $31.6 million increase in Affiliate equity compensation expense.
Current report
primarily due to a $67.8 million increase in Affiliate equity compensation expense partially attributable to a modification of the
Current report
Intangible amortization and impairments increased $74.2 million for thenine months ended September 30, 2025, primarily
Current report
Interest expense decreased $1.5 million or 4% for thethree months ended September 30, 2025, primarily due to a $2.7
Current report
of 2024, and a $2.1 million decrease due to the maturity of our 3.50% senior notes in August 2025 (the “2025 senior notes”).
Current report
(the “2034 senior notes”).
Showing the first 40 of 81 passages. Open the source sections for the rest.
Removed paragraphs (67)
Previous report
$254 million which included approximately$100 million in cash and 2.9 million TPG Class A common shares, all of which
Previous report
of approximately$285 million, subject to certain closing adjustments. Comvest will continue to be included in our results
Previous report
until closing of the transaction and the portion retained will continue to be included going forward. The transaction is
Previous report
under management.
Previous report
Aggregate fees were$2,443.9 million for thesix months ended June 30, 2025, adecrease of$125.8 million or 5% as
Previous report
decrease from performance-based fees, primarily in our liquid alternative strategies, partially offset by a $120.6 million or 5%
Previous report
Net income (controlling interest)increased $8.3 million or 11% for thethree months ended June 30, 2025. This increase
Previous report
was primarily due to a $47.5 million increase in Equity method income (net) and a $7.3 million decrease in Income tax expense
Previous report
Net income (controlling interest)decreased $69.2 million or 31% for thesix months ended June 30, 2025. This decrease
Previous report
and a $38.9 million increase in Affiliate equity compensation expense attributable to the controlling interest. These decreases
Previous report
to Net income (controlling interest) were partially offset by a $35.9 million decrease in Income tax expense attributable to the
Previous report
Our Adjusted EBITDA (controlling interest)increased $2.2 million or 1% in thethree months ended June 30, 2025, primarily
Previous report
due to a $75.4 million or 7% increase in aggregate fees. Adjusted EBITDA increased less than aggregate fees on a percentage
Previous report
Adjusted EBITDA (controlling interest)decreased $29.4 million or 6% for thesix months ended June 30, 2025, primarily
Previous report
due to a $125.8 million or 5% decrease in aggregate fees, resulting from a decline in performance-based fees.
Previous report
(controlling interest)increased $3.3 million or 2%, primarily due to a $2.2 million increase in Adjusted EBITDA (controlling
Previous report
Economic net income (controlling interest)decreased $24.7 million or 7% for thesix months ended June 30, 2025,
Previous report
primarily due to a$29.4 million or 6% decrease in Adjusted EBITDA (controlling interest).
Previous report
Our Consolidated revenue decreased $7.1 million or 1% for thethree months ended June 30, 2025, due to a $7.9 million or
Previous report
1% decrease from asset-based fees, partially offset by a $0.8 million increase from performance-based fees, primarily in our
Previous report
our private markets strategies.
Previous report
Our Consolidated revenue decreased $10.5 million or 1% for thesix months ended June 30, 2025, primarily due to an
Previous report
(1)Percentage change is not meaningful.
Previous report
due to a $41.0 million increase in Affiliate equity compensation expense primarily attributable to a modification of the terms of
Previous report
to a $36.2 million increase in Affiliate equity compensation expense primarily attributable to a modification of the terms of
Previous report
primarily due to a $0.9 million decrease in amortization expense related to certain definite-lived assets being fully amortized.
Previous report
Intangible amortization and impairments increased $75.1 million for thesix months ended June 30, 2025, primarily due to
Previous report
Interest expense increased $1.0 million or 3% for thethree months ended June 30, 2025, primarily due to a $5.6 million
Previous report
Interest expense increased $5.2 million or 8% for thesix months ended June 30, 2025, primarily due to an $11.3 million
Previous report
(1)Percentage change is not meaningful.
Previous report
million or 19% increase from asset-based fees, partially offset by a $33.8 million or 5% decrease from performance-based fees,
Previous report
revenue less agreed-upon expenses.
Previous report
Equity method intangible amortization increased $6.1 million or 29% for thethree months ended June 30, 2025, primarily
Previous report
relationships. These increases were partially offset by a $1.9 million decrease in amortization expense related to certain
Previous report
Ourequity method revenue, net decreased $115.3 million or 7% for thesix months ended June 30, 2025, due to a $254.8
Previous report
million or 16% decrease from performance-based fees, primarily in our liquid alternative strategies, partially offset by a $139.5
Previous report
million or 9% increase from asset-based fees. The increase in asset-based fees was principally due to an increase in our equity
Previous report
a$115.3 million or 7% decrease in equity method revenue, net. Pre-tax equity method earnings decreased more than equity
Previous report
revenue less agreed-upon expenses and hold a greater economic interest.
Previous report
relationships. These increases were partially offset by a $3.7 million decrease in amortization expense related to certain
Showing the first 40 of 67 passages. Open the source sections for the rest.
Reworded paragraphs (145)
Previous wording
June 30, 2025, our aggregate assets under management were approximately $771 billion across a diverse range of private
Current wording
September 30, 2025, our aggregate assets under management were approximately $804 billion across a diverse range of
Previous wording
markets, liquid alternative, and differentiated long-only investment strategies.
Current wording
private markets, liquid alternative, and differentiated long-only investment strategies.
Previous wording
In the first quarter of 2025, we completed a minority investment in NorthBridge Partners, LLC (“NorthBridge”), a
Current wording
In the first quarter of 2025, we completed our minority investment in NorthBridge Partners, LLC (“NorthBridge”), a
Previous wording
In July 2025, we completed the previously announced sale of our equity interest in Peppertree Capital Management, Inc.
Current wording
In July 2025, we completed the previously announced sale of our minority equity interest in Peppertree Capital
Previous wording
(“Peppertree”), as part of the announced acquisition of Peppertree by TPG Inc. (“TPG”), a public company listed on the
Current wording
Management, Inc. (“Peppertree”), as part of the announced acquisition of Peppertree by TPG Inc. (“TPG”), a public company
Previous wording
Nasdaq Global Select Market. Pursuant to the terms of the transaction agreement with TPG, under which we and each of the
Current wording
listed on the Nasdaq Global Select Market (the “Peppertree Transaction”). Pursuant to the terms of the transaction agreement
Previous wording
other owners agreed to sell our respective equity interests in Peppertree, we received total consideration of approximately
Current wording
with TPG, under which we and each of the other owners agreed to sell our respective equity interests in Peppertree, we
Previous wording
transaction is expected to close in the second half of 2025, subject to customary closing conditions.
Current wording
The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions.
Previous wording
In July 2025, we entered into an agreement to acquire a minority equity interest in Montefiore Investment
Current wording
In October 2025, we completed the previously announced agreement to acquire a minority equity interest in Montefiore
Previous wording
(“Montefiore”), a European private equity firm focused on the services sector. Following the close of the transaction,
Current wording
Investment (“Montefiore”), a European private equity firm focused on the services sector. Following the close of the
Previous wording
Montefiore partners will continue to hold a majority of the equity of the business and direct its day-to-day operations. The
Current wording
transaction, Montefiore partners continue to hold a majority of the equity of the business and direct its day-to-day operations.
Previous wording
On August 6, 2025, we entered into an agreement to sell a portion of our interest in Comvest Partners (“Comvest”), our
Current wording
On November 3, 2025, we completed thepreviously announced agreement to sell a portion of our minority equity
Previous wording
Affiliate accounted for under the equity method, as part of the announced acquisition of Comvest’s private credit business by
Current wording
interest in Comvest Partners (“Comvest”), as part of the announced acquisition of Comvest’s private credit business by
Previous wording
Manulife Financial Corporation. Pursuant to the terms of the agreement, we are expected to receive total cash consideration
Current wording
Manulife Financial Corporation. Pursuant to the terms of the agreement, we received total cash consideration of
Previous wording
we have since sold. We acquired our interest in Peppertree for$140.0 million in 2022. Our gain on the transaction was
Current wording
approximately$285 million. We acquired our interest in Comvest for $125.0 million in 2020. Our gain on the transaction
Previous wording
taxable at closing. Peppertree will be included in our results through the closing date.
Current wording
was taxable at closing. Comvest will be included in our results through the closing date and the portion retained will continue
Previous wording
The following tables present changes in our assets under management by strategy for thethree andsix months ended
Current wording
The following tables present changes in our assets under management by strategy for thethree andnine months ended
Previous wording
(2)Foreign exchange reflects the impact of translating the assets under management of our Affiliates whose functional
Current wording
(3)Foreign exchange reflects the impact of translating the assets under management of our Affiliates whose functional
Previous wording
(3)Other includes assets under management attributable to product transitions and reclassifications.
Current wording
(4)Other includes assets under management attributable to product transitions and reclassifications.
Previous wording
(1)Past performance is not indicative of future results. Performance and AUM information is as of June 30, 2025 and is based
Current wording
(1)Past performance is not indicative of future results. Performance and AUM information is as of September 30, 2025 and is
Previous wording
on data available at the time of calculation. Product returns are sourced from Affiliates while benchmark returns are
Current wording
based on data available at the time of calculation. Product returns are sourced from Affiliates while benchmark returns are
Previous wording
period because they inherently depend on investment performance. As of June 30, 2025, approximately 28% of our total assets
Current wording
period because they inherently depend on investment performance. As of September 30, 2025, approximately 28% of our total
Previous wording
under management could potentially earn performance-based fees. These percentages were approximately 12% and 48% of our
Current wording
assets under management could potentially earn performance-based fees. These percentages were approximately 12% and 47%
Previous wording
assets under management for our consolidated Affiliates and Affiliates accounted for under the equity method, respectively.
Current wording
of our assets under management for our consolidated Affiliates and Affiliates accounted for under the equity method,
Previous wording
We anticipate performance-based fees will be a recurring component of our aggregate fees; however we do not anticipate these
Current wording
respectively. We anticipate performance-based fees will be a recurring component of our aggregate fees; however we do not
Previous wording
fees to be a significant component of our Consolidated revenue as these fees are predominately earned by our Affiliates
Current wording
anticipate these fees to be a significant component of our Consolidated revenue as these fees are predominately earned by our
Previous wording
Aggregate fees were$1,173.5 million for thethree months ended June 30, 2025, anincrease of$75.4 million or 7% as
Current wording
Aggregate fees were$1,346.0 million for thethree months ended September 30, 2025, anincrease of$188.9 million or
Previous wording
compared to thesix months ended June 30, 2024. The decrease in our aggregate fees was due to a $246.4 million or 10%
Current wording
16% as compared to thethree months ended September 30, 2024. The increase in our aggregate fees was due to a $185.6
Previous wording
liquid alternative strategies. The increase in asset-based fees was principally due to an increase in our average assets under
Current wording
alternative strategies. The increase in asset-based fees was principally due to an increase in our average assets under
Previous wording
management, primarily in our private markets strategies.
Current wording
management, primarily in our liquid alternative and private markets strategies, and changes in the composition of our assets
Previous wording
compared to thethree months ended June 30, 2024. The increase in our aggregate fees was due to a $108.4 million or 10%
Current wording
compared to thenine months ended September 30, 2024. The increase in our aggregate fees was due to a $306.1 million or 8%
Previous wording
increase from asset-based fees. The increase in asset-based fees was principally due to an increase in our average assets under
Current wording
alternative strategies. The increase in asset-based fees was principally due to an increase in our average assets under
Previous wording
million increase in Affiliate equity compensation expense attributable to the controlling interest.
Current wording
expense attributable to the controlling interest.
Previous wording
was primarily due to a $61.6 million increase in Intangible amortization and impairments attributable to the controlling interest
Current wording
attributable to the controlling interest and a $60.9 million increase in Intangible amortization and impairments attributable to the
Previous wording
improves comparability of performance between periods. For thethree months ended June 30, 2025, our Economic net income
Current wording
improves comparability of performance between periods. For thethree months ended September 30, 2025, our Economic net
Previous wording
management, primarily in our private markets and liquid alternative strategies, and changes in the composition of our assets
Current wording
in the composition of our assets under management.
Previous wording
private markets strategies. The decrease in asset-based fees was principally due to changes in the composition of our assets
Current wording
from asset-based fees. The decrease in asset-based fees was principally due to changes in the composition of our assets under
Previous wording
under management, partially offset by an increase in our consolidated Affiliate average assets under management, primarily in
Current wording
management, partially offset by an increase in our consolidated Affiliate average assets under management, primarily in our
Previous wording
Compensation and related expenses increased $48.4 million or 22% for thethree months ended June 30, 2025, primarily
Current wording
Compensation and related expenses increased $32.7 million or 15% for thethree months ended September 30, 2025,
Previous wording
Compensation and related expenses increased $38.4 million or 8% for thesix months ended June 30, 2025, primarily due
Current wording
Compensation and related expenses increased $71.1 million or 11% for thenine months ended September 30, 2025,
Showing the first 40 of 145 pairs. Open the source sections for the rest.
Rearranged current paragraphs (13)
Current report — wording carried from elsewhere
Affiliates accounted for under the equity method.
Current report — wording carried from elsewhere
under management, including the impact of our investments in new Affiliates.
Current report — wording carried from elsewhere
under management, including the impact of our investments in new Affiliates.
Current report — wording carried from elsewhere
primarily in our private markets strategies. The increase in asset-based fees was principally due to an increase in our
Current report — wording carried from elsewhere
million increase in expenses related to changes in values of contingent payment obligations.
Current report — wording carried from elsewhere
primarily in our private markets and liquid alternative strategies. The increase in asset-based fees was principally due to an
Current report — wording carried from elsewhere
changes in the composition of our assets under management, including the impact of our investments in new Affiliates.
Current report — wording carried from elsewhere
equity method Affiliate average assets under management, primarily in our liquid alternative strategies, and changes in the
Current report — wording carried from elsewhere
interest) were partially offset by an increase in Income tax expense attributable to the controlling interest and an increase in
Current report — wording carried from elsewhere
Affiliate equity compensation expense attributable to the controlling interest.
Current report — wording carried from elsewhere
(controlling interest). See Note 14 of our Consolidated Financial Statements.
Current report — wording carried from elsewhere
As of September 30, 2025 , the weighted average maturity of our outstanding non-senior bank debt is 23 years, all of which
Current report — wording carried from elsewhere
occurred under the equity distribution program.
Rearranged previous paragraphs (17)
Previous report — wording carried elsewhere
expected to close in the fourth quarter of 2025, subject to customary closing conditions.
Previous report — wording carried elsewhere
accounted for under the equity method.
Previous report — wording carried elsewhere
management, primarily in our private markets and liquid alternative strategies.
Previous report — wording carried elsewhere
fees, primarily in our private markets strategies. The decrease in asset-based fees was principally due to changes in the
Previous report — wording carried elsewhere
composition of our assets under management, partially offset by an increase in our consolidated Affiliate average assets under
Previous report — wording carried elsewhere
certain equity awards at an Affiliate.
Previous report — wording carried elsewhere
fully repaid during the third quarter of 2024.
Previous report — wording carried elsewhere
There were no significant changes to Other expenses (net) for thethree months ended June 30, 2025.
Previous report — wording carried elsewhere
method Affiliate average assets under management, primarily in our liquid alternative strategies, and changes in the
Previous report — wording carried elsewhere
method Affiliate average assets under management, primarily in our liquid alternative strategies, and changes in the
Previous report — wording carried elsewhere
composition of our assets under management, including the impact of our investments in new Affiliates.
Previous report — wording carried elsewhere
method revenue, net on a percentage basis primarily due to a decrease in earnings at certain Affiliates in which we share in
Previous report — wording carried elsewhere
amortization expense due to an increase in actual and expected client attrition for certain definite-lived acquired client
Previous report — wording carried elsewhere
definite-lived assets being fully amortized.
Previous report — wording carried elsewhere
interest). See Note 14 of our Consolidated Financial Statements.
Previous report — wording carried elsewhere
flows were primarily attributable to the controlling interest.
Previous report — wording carried elsewhere
were primarily attributable to the controlling interest.