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AFFILIATED MANAGERS GROUP, INC.

For the period ended Dec 31, 2025. Filed Feb 17, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 17, 2026

AMG$362.96+3.5%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-14.

0001004434-25-000010

Item 1A. Risk Factors

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-17.

0001628280-26-008665

Item 1A. Risk Factors

The 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 551 previous paragraphs and 587 current paragraphs.

346 unchanged; 173 reworded; 58 added; 19 removed; 13 previous and 10 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 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.

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under management among our Affiliates, including as a result of restructurings or dispositions of our equity interests in an

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earning performance-based fees, product mix, assets under management, or investment performance, or operational issues or

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global climate change; and

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counterparties to comply with applicable laws, rules, or regulations, or contractual obligations or instructions;

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•changes in the structure of our partnership interests in any of our Affiliates, including any repositioning or divestments

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of such interests;

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•research published by securities or industry analysts about us or any of our Affiliates;

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capital markets or other financing, and our ability to negotiate agreements with new independent investment firms, any of

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our common stock.

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and distribution tools.

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strategies and develop competitive new products and services, or effectively manage the associated operational risks, could

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strategies and products, including those offered on our U.S. wealth distribution platform, to meet the evolving needs and

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financial applications and services based on generative artificial intelligence, machine-learning algorithms, and large language

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certain of these assets on our balance sheet may cause volatility from period to period. As of December 31, 2025, the current

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of the Consolidated Financial Statements.

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some of which may depend upon factors that are not under our control. We may also make new investments using complex or

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innovative structures and terms, including joint ventures, deferred economics, or product development partnerships, which may

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which could involve additional risks and uncertainties.

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change the structure of, our interest in the Affiliate, or cause misalignment with Affiliate management. In some cases, this

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all of the equity interests of the Affiliate. The divestment of our interests in an Affiliate may result in changes in the

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composition of our assets under management or client cash flows, and there can be no assurance that the proceeds from any

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such transactions will be deployed more effectively, including for new investments or other strategic initiatives, than if we

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retained our interest in such Affiliate. In addition, certain of our Affiliates have customary rights in certain circumstances to

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favorably, but results in reduced control for us, shifting incentives, and creating additional risks and uncertainties. The

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occurrence of any of the above transactions or changes, increases in the frequency thereof, or disputes in relation to such

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as on our relationships with existing and prospective Affiliates, and could divert capital from other opportunities.

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advancements, including with respect to AI, could result in increased demand and competition for individuals with certain

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specialized skills and technological knowledge. These individuals also have an increasing number of employment options

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outside of asset management firms, such as family offices and multi-manager platforms. Further, the departure of key

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focus on the externalities of business activities could lead to wider dissemination of adverse or inaccurate information relating

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to such key individuals, making remediation more difficult and magnifying reputational risk. Since certain of our Affiliates

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connection with our financing activities we maintain an equity distribution program, under which we may issue shares of our

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and could cause us or our Affiliates to change or curtail operations or product offerings. Any determination of a failure to

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rulemaking activities on issues relevant to alternative asset management firms, including consistent application of the

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accountability. Further, in response to shifting enforcement priorities and rulemaking activities at the federal level, certain state

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The use of AI technologies to provide certain business processes, services, and products may also require compliance with

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additional U.S. and non-U.S. legal or regulatory frameworks which are not fully developed or tested, and which may subject us

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and our Affiliates to litigation and regulatory actions. For example, the European Union (the “EU”) has enacted the Artificial

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Intelligence Act, and various other jurisdictions have proposed or finalized laws and regulations that created, or have the

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regulations;

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involve additional risks and uncertainties.

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to a third-party, or in our acquisition of all of the equity interests of the Affiliate. In addition, certain of our Affiliates have

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our interest. Any such transactions or changes, or disputes in relation to such transactions or changes which do not resolve in

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connection with our financing activities, we have issued junior convertible trust preferred securities and maintain an equity

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distribution program, either of which may result in the issuance of our common stock upon the occurrence of certain events.

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operations.

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priorities under existing regulations, alter existing regulations, or pursue additional rulemaking impacting the financial services

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presidential administration has indicated that it may pursue various tax reform proposals, which, if ultimately enacted into

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operation and Development (“OECD”) has agreed to a two-pillar approach to global taxation focusing on global profit

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allocation, referred to as Pillar One, and a 15% global minimum corporate tax rate (“Pillar Two”), effective for fiscal years

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beginning on or after December 31, 2023. Many countries, including jurisdictions in which we or our Affiliates do business,

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are enacting changes to their tax laws to adopt certain portions of the OECD’s proposals. The potential effects may vary

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additional tax liabilities, any of which could have an adverse effect on our business, financial condition, and results of

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operations.

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“Cybersecurity” in Item 1C.

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cybersecurity risk management for public companies and may implement similar new rules for registered investment advisers,

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broker-dealers, and funds, which have resulted or may result, as applicable, in increased disclosure requirements, obligations to

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report certain cybersecurity incidents to the SEC, and liabilities related to our and our Affiliates’ technology systems and
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our Affiliates, could result in a decrease in our aggregate fees even if our aggregate assets under management remains

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our Affiliates, could result in a decrease inour aggregate fees even if our aggregate assets under management remains

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under management among our Affiliates, independent of our aggregate operating performance measures. Challenging market

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Affiliate, independent of our aggregate operating performance measures. Challenging market conditions, volatility or

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conditions, volatility or slowdowns affecting a particular asset class, client type, product structure, geographic region, industry

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slowdowns affecting a particular asset class, client type, product structure, geographic region, industry or other category of

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or other category of investment could have a significant adverse impact on a specific Affiliate if its investments are

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investment could have a significant adverse impact on a specific Affiliate if its investments are concentrated in that area, which

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concentrated in that area, which could result in lower investment returns and in turn, lower fees earned at that Affiliate. Further,

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could result in lower investment returns and in turn, lower fees earned at that Affiliate. Further, certain Affiliates contribute

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certain Affiliates contribute more significantly to our results than other Affiliates and, therefore, changes in fee levels, product

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more significantly to our results than other Affiliates and, therefore, changes in fee levels, particularly with respect to Affiliates

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mix, assets under management, or investment performance of such Affiliates could have a disproportionate adverse impact on

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other events impacting such Affiliates could have a disproportionate adverse impact on our financial condition and results of

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•financial crises, political or diplomatic developments in the U.S. or globally, including uncertainties regarding actual

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•financial crises, political or diplomatic developments or instability in the U.S. or globally, including uncertainties

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and potential changes in domestic, foreign, trade, economic, and other policies, trade tensions, public health crises,

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regarding actual and potential changes in domestic, foreign, trade, economic, and other policies, trade tensions, public

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civil unrest, war, terrorism, natural disasters, or risks associated with global climate change; and

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health crises, civil unrest, war, terrorism, natural disasters, fluctuations in commodity prices, or risks associated with

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•alleged or actual failures by us, our Affiliates, orour respective employees to comply with applicable laws, rules, or

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•alleged or actual failures by us, our Affiliates, or our respective employees or third-party service providers or

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private markets funds, liquid alternatives, or similar products of certain of our Affiliates;

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private markets funds, liquid alternative, or similar products of certain of our Affiliates;

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•fraudulent impersonations of us, our Affiliates, or members of our management by third-party bad actors, including in

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•fraudulent impersonations of us, our Affiliates, or our respective employees by third-party bad actors, including in

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social engineering schemes that attempt to manipulate targeted recipients into participating in fraudulent investments,

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social engineering schemes that attempt to manipulate targeted recipients into sharing confidential information,

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purport to offer investment services, or solicit fraudulent investments, including through fake websites and on social

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participating in fraudulent investments, purport to offer investment services, or solicit fraudulent investments,

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media platforms and messaging applications; or

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including through fake phone calls, e-mails, and websites, and on social media platforms and messaging applications;

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reputations and their relationships with clients, our relationships with our Affiliates, and our ability to negotiate agreements

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reputations and their relationships with clients, our relationships with our Affiliates and business partners, our access to the

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with new independent investment firms, any of which could have an adverse effect on our reputation, our financial condition

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which could have an adverse effect on our reputation, our financial condition and results of operations, or the market price of

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Our Affiliates compete with numerous investment management firms globally, including public, private and client-owned

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Our Affiliates compete with numerous investment management firms globally, including public, private, andclient-owned

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institutions consolidating the number of investment managers they work with. Competition from these firms may reduce the

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institutions consolidating the number of investment managers they work with, and advances in technology and digital wealth

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fees that our Affiliates can obtain for investment management services, or could impair our Affiliates’ ability to attract and

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Competition from these firms may reduce the fees that our Affiliates can obtain for investment management services, or

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retain client assets, and any failure by our Affiliates to successfully develop competing new products and services, or

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could impair our Affiliates’ ability to attract and retain client assets, and any failure by our Affiliates to successfully adapt their

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effectively manage the associated operational risks, could harm our Affiliates’ reputations and expose them to additional costs

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harm our Affiliates’ reputations and competitive positions, and expose them to additional costs or regulatory scrutiny, which

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or regulatory scrutiny, which could adversely affect our assets under management, financial condition and results of operations.

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could adversely affect our assets under management, financial condition and results of operations. We believe that our

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We believe that our Affiliates’ ability to compete effectively with other firms depends upon the performance of our Affiliates’

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Affiliates’ ability to compete effectively with other firms depends upon the performance of our Affiliates’ investment strategies,

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investment strategies, the applicability of products to meet client objectives and preferences, and the continued development of

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the applicability of products to meet client objectives and preferences, and the continued development of increasingly complex

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strategies and products to meet the evolving needs and demands of investors, as well as our Affiliates’ reputations, client

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demands of investors, as well as our Affiliates’ reputations, client relationships, fee structures, client-servicing capabilities, and

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among other factors. See “Competition” in Item 1. Our Affiliates may not compare favorably with their competitors in any or

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the marketing and distribution of their investment strategies, among other factors. See “Competition” in Item 1. Our Affiliates

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artificial intelligence (“AI”), may over time reduce the demand for, or clients’ willingness to pay for, certain products and

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models (“AI”), may over time reduce the demand for, or clients’ willingness to pay for, certain products and services. From

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services. From time to time, our Affiliates may also compete with each other for clients and investment opportunities.

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time to time, our Affiliates may also compete with each other for clients and investment opportunities.

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difficult to predict the frequency and magnitude of these purchases or associated capital calls. As of December 31, 2024, the

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difficult to predict the frequency and magnitude of these purchases or associated capital calls. Additionally, the valuation of

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current redemption value relating to Affiliate equity interests was$405.3 million, of which$350.5 million was presented as

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redemption value relating to Affiliate equity interests was$408.0 million, of which$246.8 million was presented as

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Redeemable non-controlling interests (including$12.9 million of consolidated Affiliate sponsored investment products

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Redeemable non-controlling interests (including$32.2 million of consolidated Affiliate sponsored investment products

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primarily attributable to third-party investors), and$54.8 million was included in Other liabilities. See “Liquidity and Capital

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primarily attributable to third-party investors), and$161.2 million was included in Other liabilities. See “Liquidity and Capital

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Resources-Affiliate Equity” in Item 7 and Notes 15 and 16 of the Consolidated Financial Statements. Unfunded commitments

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Resources-Affiliate Equity” in Item 7 and Notes 13 and 14 of the Consolidated Financial Statements. Unfunded commitments

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relating to general partner and seed capital investments were$236.5 million as of December 31, 2024. See Notes 2 and 6 ofour

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relating to general partner and seed capital investments were$285.0 million as of December 31, 2025. See Notes 2 and 6 of our

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As of December 31, 2024, we had outstanding debt of$2.7 billion. Our level of indebtedness may increase if we fund

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As of December 31, 2025, we had outstanding debt of$2.7 billion. Our level of indebtedness may increase if we, our

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future investments or other expenses through borrowings. We may also seek to refinance existing indebtedness for the purpose

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subsidiaries, and/or our consolidated Affiliates fund future investments or other expenses through borrowings. We may also

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of managing maturity dates, to seek alternative financing terms or for other reasons, which may not be available on similar

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seek to refinance existing indebtedness for the purpose of managing maturity dates, to seek alternative financing terms or for

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terms as our existing indebtedness, including with respect to interest rates. Any additional indebtedness could increase our

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other reasons, which may not be available on similar terms as our existing indebtedness, including with respect to interest rates.

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may not compare favorably with their competitors in any or all of these categories, and technological developments, including

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management to exercise significant judgment. For the year ended December 31, 2025, we recorded expenses to reduce the

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frame or at all, or that our stockholders will react favorably. Any failure to successfully execute on strategic partnerships,

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transactions, joint ventures, or initiatives, including in connection with our entry into new operational areas or effectively

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disproportionately adverse impact on our business, financial condition, and results of operations.

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and other jurisdictions have expanded rules and devoted greater resources and attention to the enforcement of anti-bribery and

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effective preventive measures against all threats, especially because the techniques used change frequently and can originate

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work-from-home environments, personal mobile and computing technologies, and third-party web conferencing services, have

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data breaches, or other incidents. See “Cybersecurity” in Item 1C.

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jurisdictions in which we and our Affiliates operate.
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our financial condition and results of operations.

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and results of operations, or the market price of our common stock.

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relationships, fee structures, client-servicing capabilities, and the marketing and distribution of their investment strategies,

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all of these categories, and technological developments, including financial applications andservices based on generative

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favorably. Any failure to successfully execute on strategic partnerships, transactions, or initiatives, including in connection

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Further, in recent years, regulators in the U.S., the UK, and other jurisdictions have expanded rules and devoted greater

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have developed and implemented policies and procedures designed to comply with these rules, such policies and procedures

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financial condition, and results of operations.

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multinational companies, and could implement changes to their tax laws. For example, the Organization for Economic Co-

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ensure the integrity of systems and networks, it is possible that we, our Affiliates, or our respective third-party service providers

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involvement of large criminal organizations that share tactics and strategies, including in foreign jurisdictions in which we and

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we or our Affiliates could experience disruption, significant losses, increased costs, reputational harm, regulatory actions, or

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U.S. and in other jurisdictions in which we and our Affiliates operate.