[10-Q] AFFILIATED MANAGERS GROUP, INC. Quarterly Earnings Report

Rhea-AI Filing Summary

Affiliated Managers Group (AMG) reported stronger Q3 results, with consolidated revenue of $528.0 million versus $516.4 million a year ago and diluted EPS of $6.87 versus $3.78. Net income attributable to controlling interest rose to $212.4 million from $123.6 million, aided by $127.6 million of affiliate transaction gains tied to the Peppertree sale.

Year to date, consolidated revenue was $1,517.8 million, while intangible amortization and impairments totaled $96.0 million. Cash and cash equivalents were $476.1 million at September 30, 2025, down from $950.0 million at year‑end, reflecting $538.0 million invested in Affiliates and share repurchases of $352.1 million in 2025. Debt decreased to $2,371.6 million from $2,620.2 million as the $350.0 million 3.50% senior notes were repaid; the revolver had $100.0 million outstanding.

AMG completed or agreed to several portfolio actions, including the Peppertree sale (after‑tax net proceeds $218.1 million), a partial sale of Comvest for approximately $285 million, and minority investments in NorthBridge, Verition, and Montefiore. Shares outstanding were 28,128,908 as of November 4, 2025.

Positive

• Q3 diluted EPS rose to $6.87 from $3.78, supported by a $127.6M affiliate transaction gain.
• Debt reduction: repaid $350.0M 3.50% senior notes; total debt decreased to $2,371.6M.

Negative

• Intangible charges: year-to-date intangible amortization and impairments totaled $96.0M.
• Cash balance decreased to $476.1M from $950.0M at year-end, alongside $352.1M buybacks and affiliate investments.

Insights

Asset management analyst

Q3 earnings rose on affiliate gains; leverage trimmed.

AMG delivered higher Q3 profitability with diluted EPS at $6.87 and controlling-interest net income of $212.4 million. The quarter included $127.6 million in affiliate transaction gains from the Peppertree exit, while equity method income increased to $88.5 million. Revenue edged up to $528.0 million.

On balance sheet, total debt declined to $2,371.6 million after repaying the $350.0 million 3.50% notes; the revolver shows $100.0 million drawn. Cash was $476.1 million, reflecting $538.0 million invested in Affiliates and $352.1 million of 2025 buybacks.

Strategically, AMG recycled capital via Peppertree and a partial Comvest sale (cash consideration approximately $285 million), while adding minority stakes in NorthBridge, Verition, and Montefiore. Actual impact will depend on future affiliate earnings contributions and any additional capital deployment disclosed in subsequent periods.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)
☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to          

Commission File Number 001-13459

AFFILIATED MANAGERS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		04-3218510
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

777 South Flagler Drive, West Palm Beach, Florida 33401

(Address of principal executive offices)

(800) 345-1100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock ($0.01 par value)		AMG		New York Stock Exchange
5.875% Junior Subordinated Notes due 2059		MGR		New York Stock Exchange
4.750% Junior Subordinated Notes due 2060		MGRB		New York Stock Exchange
4.200% Junior Subordinated Notes due 2061		MGRD		New York Stock Exchange
6.750% Junior Subordinated Notes due 2064		MGRE		New York Stock Exchange

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to

file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be

submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such

shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a

smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”

“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer   ☐ Non-accelerated filer  ☐ Smaller reporting  company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐

No ☒

There were 28,128,908 shares of the registrant’s common stock outstanding on November 4, 2025.

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FORM 10-Q

TABLE OF CONTENTS

PART I			FINANCIAL INFORMATION			2
	Item 1.		Financial Statements (unaudited)			2
				Consolidated Statements of Income		2
				Consolidated Statements of Comprehensive Income		3
				Consolidated Balance Sheets		4
				Consolidated Statements of Changes in Equity		5
				Consolidated Statements of Cash Flows		7
				Notes to the Consolidated Financial Statements (unaudited)		8
	Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
	Item 3.		Quantitative and Qualitative Disclosures About Market Risk			42
	Item 4.		Controls and Procedures			42
PART II			OTHER INFORMATION			43
	Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			43
	Item 6.		Exhibits			43
Signatures						45

2

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PART I—FINANCIAL INFORMATION

Item 1.Financial Statements

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME   

(in millions, except per share data)

(unaudited)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2025		2024		2025
Consolidated revenue	$516.4		$528.0		$1,516.6		$1,517.8
Consolidated expenses:
Compensation and related expenses	220.8		253.5		676.5		747.6
Selling, general and administrative	97.0		100.5		278.1		290.8
Intangible amortization and impairments	7.3		6.3		21.8		96.0
Interest expense	34.7		33.2		98.1		101.8
Depreciation and other amortization	3.3		2.6		9.4		7.9
Other expenses (net)	11.6		13.1		31.5		34.7
Total consolidated expenses	374.7		409.2		1,115.4		1,278.8
Equity method income (net)	52.6		88.5		188.3		229.5
Affiliate transaction gains (Note 9)	—		127.6		—		127.6
Investment and other income	22.8		27.6		60.0		64.7
Income before income taxes	217.1		362.5		649.5		660.8
Income tax expense	31.3		71.6		130.0		134.7
Net income	185.8		290.9		519.5		526.1
Net income (non-controlling interests)	(62.2)		(78.5)		(170.0)		(157.1)
Net income (controlling interest)	$123.6		$212.4		$349.5		$369.0
Average shares outstanding (basic)	30.1		28.4		31.4		28.7
Average shares outstanding (diluted)	35.0		32.9		35.2		33.0
Earnings per share (basic)	$4.11		$7.47		$11.11		$12.85
Earnings per share (diluted)	$3.78		$6.87		$10.25		$11.83

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

3

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AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(unaudited)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2025		2024		2025
Net income	$185.8		$290.9		$519.5		$526.1
Other comprehensive income, net of tax:
Foreign currency translation gain	39.2		11.0		42.6		68.7
Change in net realized and unrealized gain (loss) on derivative financial instruments	1.0		(0.5)		1.4		0.3
Change in net unrealized gain (loss) on available-for-sale debt securities	0.0		—		0.4		0.4
Other comprehensive income, net of tax	40.2		10.5		44.4		69.4
Comprehensive income	226.0		301.4		563.9		595.5
Comprehensive income (non-controlling interests)	(77.9)		(72.6)		(186.0)		(171.5)
Comprehensive income (controlling interest)	$148.1		$228.8		$377.9		$424.0

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

4

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AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

(unaudited)

	December 31, 2024		September 30, 2025
Assets
Cash and cash equivalents	$950.0		$476.1
Receivables	409.7		667.7
Investments	595.6		659.7
Goodwill	2,504.9		2,528.2
Acquired client relationships (net)	1,777.8		1,703.3
Equity method investments in Affiliates (net)	2,246.6		2,529.1
Fixed assets (net)	57.6		55.2
Other assets	288.7		308.9
Total assets	$8,830.9		$8,928.2
Liabilities and Equity
Payables and accrued liabilities	$639.1		$879.7
Debt	2,620.2		2,371.6
Deferred tax liability (net)	520.5		542.4
Other liabilities	402.4		594.5
Total liabilities	4,182.2		4,388.2
Commitments and contingencies (Note 7)
Redeemable non-controlling interests	350.5		273.5
Equity:
Common stock ($0.01 par value, 153.0 shares authorized; 58.5 shares issued as of December 31, 2024 and September 30, 2025)	0.6		0.6
Additional paid-in capital	733.1		714.6
Accumulated other comprehensive loss	(163.6)		(108.6)
Retained earnings	6,899.8		7,268.0
	7,469.9		7,874.6
Less: Treasury stock, at cost (28.9 shares and 30.2 shares as of December 31, 2024 and September 30, 2025, respectively)	(4,124.6)		(4,531.2)
Total stockholders' equity	3,345.3		3,343.4
Non-controlling interests	952.9		923.1
Total equity	4,298.2		4,266.5
Total liabilities and equity	$8,830.9		$8,928.2

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

5

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AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions, except dividends per share)

(unaudited)

Three Months Ended September 30, 2024		Total Stockholders’ Equity
		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock at Cost		Non- controlling Interests		Total Equity
June 30, 2024		$0.6		$712.8		$(163.7)		$6,614.7		$(3,833.5)		$931.8		$4,262.7
Net income		—		—		—		123.6		—		62.2		185.8
Other comprehensive income, net of tax		—		—		24.5		—		—		15.7		40.2
Share-based compensation		—		10.2		—		—		—		—		10.2
Common stock issued under share-based incentive plans		—		(0.8)		—		—		(57.4)		—		(58.2)
Share repurchases, inclusive of excise tax		—		—		—		—		(103.6)		—		(103.6)
Dividends ($0.01 per share)		—		—		—		(0.2)		—		—		(0.2)
Affiliate equity activity:
Affiliate equity compensation		—		1.6		—		—		—		9.7		11.3
Issuances		—		—		—		—		—		—		—
Purchases		—		(0.5)		—		—		—		(0.7)		(1.2)
Changes in redemption value of Redeemable non- controlling interests		—		(12.0)		—		—		—		—		(12.0)
Capital contributions and other		—		—		—		—		—		(2.1)		(2.1)
Distributions to non-controlling interests		—		—		—		—		—		(58.9)		(58.9)
September 30, 2024		$0.6		$711.3		$(139.2)		$6,738.1		$(3,994.5)		$957.7		$4,274.0

Three Months Ended September 30, 2025		Total Stockholders’ Equity
		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock at Cost		Non- controlling Interests		Total Equity
June 30, 2025		$0.6		$701.2		$(125.0)		$7,055.9		$(4,394.0)		$900.0		$4,138.7
Net income		—		—		—		212.4		—		78.5		290.9
Other comprehensive income (loss), net of tax		—		—		16.4		—		—		(5.9)		10.5
Share-based compensation		—		12.5		—		—		—		—		12.5
Common stock issued under share-based incentive plans		—		(1.5)		—		—		(60.3)		—		(61.8)
Share repurchases, inclusive of excise tax		—		—		—		—		(76.9)		—		(76.9)
Dividends ($0.01 per share)		—		—		—		(0.3)		—		—		(0.3)
Affiliate equity activity:
Affiliate equity compensation		—		22.2		—		—		—		4.6		26.8
Issuances		—		(4.5)		—		—		—		6.0		1.5
Purchases		—		21.3		—		—		—		—		21.3
Changes in redemption value of Redeemable non- controlling interests		—		(36.6)		—		—		—		—		(36.6)
Capital contributions and other		—		—		—		—		—		(4.3)		(4.3)
Distributions to non-controlling interests		—		—		—		—		—		(55.8)		(55.8)
September 30, 2025		$0.6		$714.6		$(108.6)		$7,268.0		$(4,531.2)		$923.1		$4,266.5

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

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AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions, except dividends per share)

(unaudited)

Nine Months Ended September 30, 2024		Total Stockholders' Equity
		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock at Cost		Non- controlling Interests		Total Equity
December 31, 2023		$0.6		$741.4		$(167.6)		$6,389.6		$(3,376.1)		$982.2		$4,570.1
Net income		—		—		—		349.5		—		170.0		519.5
Other comprehensive income, net of tax		—		—		28.4		—		—		16.0		44.4
Share-based compensation		—		42.1		—		—		—		—		42.1
Common stock issued under share-based incentive plans		—		(43.5)		—		—		(33.5)		—		(77.0)
Share repurchases, inclusive of excise tax		—		—		—		—		(584.9)		—		(584.9)
Dividends ($0.03 per share)		—		—		—		(1.0)		—		—		(1.0)
Affiliate equity activity:
Affiliate equity compensation		—		11.7		—		—		—		30.9		42.6
Issuances		—		(3.8)		—		—		—		11.3		7.5
Purchases		—		6.1		—		—		—		(20.9)		(14.8)
Changes in redemption value of Redeemable non- controlling interests		—		(42.7)		—		—		—		—		(42.7)
Transfers to Redeemable non-controlling interests		—		—		—		—		—		(1.7)		(1.7)
Capital contributions and other		—		—		—		—		—		(23.6)		(23.6)
Distributions to non-controlling interests		—		—		—		—		—		(206.5)		(206.5)
September 30, 2024		$0.6		$711.3		$(139.2)		$6,738.1		$(3,994.5)		$957.7		$4,274.0

Nine Months Ended September 30, 2025		Total Stockholders' Equity
		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock at Cost		Non- controlling Interests		Total Equity
December 31, 2024		$0.6		$733.1		$(163.6)		$6,899.8		$(4,124.6)		$952.9		$4,298.2
Net income		—		—		—		369.0		—		157.1		526.1
Other comprehensive income, net of tax		—		—		55.0		—		—		14.4		69.4
Share-based compensation		—		34.3		—		—		—		—		34.3
Common stock issued under share-based incentive plans		—		(48.5)		—		—		(54.5)		—		(103.0)
Share repurchases, inclusive of excise tax		—		—		—		—		(352.1)		—		(352.1)
Dividends ($0.03 per share)		—		—		—		(0.8)		—		—		(0.8)
Affiliate equity activity:
Affiliate equity compensation		—		26.0		—		—		—		23.1		49.1
Issuances		—		(6.5)		—		—		—		10.0		3.5
Purchases		—		57.0		—		—		—		(74.4)		(17.4)
Changes in redemption value of Redeemable non- controlling interests		—		(80.8)		—		—		—		—		(80.8)
Transfers from Redeemable non-controlling interests		—		—		—		—		—		53.0		53.0
Capital contributions and other		—		—		—		—		—		(7.5)		(7.5)
Distributions to non-controlling interests		—		—		—		—		—		(205.5)		(205.5)
September 30, 2025		$0.6		$714.6		$(108.6)		$7,268.0		$(4,531.2)		$923.1		$4,266.5

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

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AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

	For the Nine Months Ended September 30,
	2024		2025
Cash flow from (used in) operating activities:
Net income	$519.5		$526.1
Adjustments to reconcile Net income to cash flow from (used in) operating activities:
Intangible amortization and impairments	21.8		96.0
Depreciation and other amortization	9.4		7.9
Deferred income tax expense	59.5		44.1
Equity method income (net)	(188.3)		(229.5)
Distributions received from equity method investments	357.3		379.7
Affiliate transaction gains	—		(127.6)
Share-based compensation and Affiliate equity compensation expense	88.6		148.6
Net realized and unrealized gains on investment securities	(30.7)		(43.1)
Other non-cash items	(3.8)		(1.9)
Changes in assets and liabilities:
Purchases of securities by consolidated Affiliate sponsored investment products	(61.8)		(72.1)
Sales of securities by consolidated Affiliate sponsored investment products	48.1		45.3
Increase in receivables	(76.5)		(231.8)
Decrease (increase) in other assets	13.8		(23.0)
(Decrease) increase in payables, accrued liabilities, and other liabilities	(37.3)		198.1
Cash flow from operating activities	719.6		716.8
Cash flow from (used in) investing activities:
Investments in Affiliates, net of cash acquired	(5.9)		(515.1)
Proceeds from Affiliate transactions	—		99.8
Return of capital from equity method investments	—		3.8
Purchases of fixed assets	(2.3)		(4.2)
Purchases of investment securities	(496.4)		(72.3)
Maturities and sales of investment securities	875.2		229.4
Cash flow from (used in) investing activities	370.6		(258.6)
Cash flow from (used in) financing activities:
Borrowings of senior bank debt, senior notes, and junior subordinated notes	847.6		100.0
Repayments of senior bank debt and senior notes	(750.0)		(350.0)
Repurchases of common stock, net	(589.5)		(353.2)
Dividends paid on common stock	(1.0)		(0.8)
Distributions to non-controlling interests	(206.5)		(205.5)
Affiliate equity purchases, net	(54.1)		(50.0)
Taxes paid on shares withheld on share-based awards	(77.3)		(105.8)
Other financing items	(73.3)		16.7
Cash flow used in financing activities	(904.1)		(948.6)
Effect of foreign currency exchange rate changes on cash and cash equivalents	5.7		10.5
Net increase (decrease) in cash and cash equivalents	191.8		(479.9)
Cash and cash equivalents at beginning of period	813.6		950.0
Effect of consolidation of Affiliate sponsored investment products	5.3		6.0
Cash and cash equivalents at end of period	$1,010.7		$476.1
Supplemental disclosure of non-cash investing and financing activities:
Shares received from Affiliate transactions	$—		$154.0
Payables recorded for Affiliate equity repurchases	38.7		205.8
Stock issued upon vesting of restricted stock units and exercise of stock options	102.2		133.9
Stock received for tax withholdings on share-based payments	77.3		105.8
Stock received for the exercise of stock options	98.8		100.6

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

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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, 2024 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

Recently Adopted Accounting Standards

Effective for the financial year ended December 31, 2024 and for interim periods beginning January 1, 2025, the Company

adopted Accounting Standard Update (“ASU”) 2023-07, Segment Reporting: Improvements to Reportable Segment

Disclosures.  Effective January 1, 2025, the Company adopted ASU 2024-01, Compensation—Stock Compensation: Scope

Application of Profits Interest and Similar Awards.  The adoption of these standards did not have a material impact on the

Company’s Consolidated Financial Statements.

Recent Accounting Developments

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the

income tax rate reconciliation and income taxes paid.  The standard is effective for annual periods beginning after December

15, 2024.  The Company currently does not expect the adoption to have a material impact on its Consolidated Financial

Statements.

In November 2024, the FASB issued 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 July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit

Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for all entities and an accounting

policy election for entities other than public business entities related to applying Subtopic 326-20 to current accounts receivable

and current contract assets arising from transactions accounted for under Topic 606.  The standard is effective for annual

periods beginning after December 15, 2025 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.

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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.

3.Investments

The following table summarizes the Company’s Investments:

		December 31, 2024		September 30, 2025
Investments in marketable securities
Equity securities		$32.3		$37.1
Debt securities		24.3		48.4
Total investments in marketable securities		56.6		85.5
Other investments
Investments measured at NAV as a practical expedient		$488.6		$523.8
Investments without readily determinable fair values		50.4		50.4
Total other investments		539.0		574.2
Investments		$595.6		$659.7

Investments in Marketable Securities

Equity Securities

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

equity securities:

		December 31, 2024		September 30, 2025
Cost		$30.0		$37.8
Unrealized gains		3.7		7.9
Unrealized losses		(1.4)		(8.6)
Fair value		$32.3		$37.1

As of December 31, 2024 and September 30, 2025, investments in equity securities include consolidated Affiliate

sponsored investment products with fair values of $10.9 million and $8.5 million, respectively.

For the three and nine months ended September 30, 2024, the Company recognized net unrealized gains on equity

securities still held as of September 30, 2024 of $2.0 million and $3.5 million, respectively.  For the three and nine months

ended September 30, 2025, the Company recognized net unrealized gains on equity securities still held as of September 30,

2025 of $1.4 million and $5.7 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 classified as trading:

		December 31, 2024		September 30, 2025
Cost		$24.6		$47.7
Unrealized gains		—		1.0
Unrealized losses		(0.3)		(0.3)
Fair value		$24.3		$48.4

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the three and nine months ended September 30, 2024, the Company recognized net unrealized gains on debt securities

classified as trading still held as of September 30, 2024 of $0.8 million and $1.4 million, respectively.  For the three and nine

months ended September 30, 2025, the Company recognized net unrealized gains (losses) on debt securities classified as

trading still held as of September 30, 2025 of $(0.4) million and $1.8 million, respectively.

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 and any related unfunded commitments:

	December 31, 2024				September 30, 2025
	Fair Value		Unfunded Commitments		Fair Value		Unfunded Commitments
Investments with limited liquidity(1)	$486.9		$205.5		$474.8		$240.6
Investments with periodic liquidity(2)	1.7		—		49.0		24.7
Total(3)	$488.6		$205.5		$523.8		$265.3

___________________________

(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 $370.1 million and $405.2 million as of December 31, 2024 and September 30,

2025, respectively.

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:

	December 31, 2024		September 30, 2025
Cost	$8.5		$8.5
Cumulative unrealized gains	41.9		41.9
Carrying amount	$50.4		$50.4

For the three and nine months ended September 30, 2025, the Company recorded no gains or losses on the underlying

investment.

The following tables present the changes in other investments:

		For the Three Months Ended September 30,
		2024						2025
		Measured at NAV as a Practical Expedient		Without Readily Determinable Fair Values		Total		Measured at NAV as a Practical Expedient		Without Readily Determinable Fair Values		Total
Balance, beginning of period		$479.9		$50.4		$530.3		$515.7		$50.4		$566.1
Purchases and commitments funded		13.6		—		13.6		19.6		—		19.6
Sales and distributions		(20.4)		—		(20.4)		(25.4)		—		(25.4)
Net realized and unrealized gains		9.3		—		9.3		13.9		—		13.9
Balance, end of period		$482.4		$50.4		$532.8		$523.8		$50.4		$574.2

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

		For the Nine Months Ended September 30,
		2024						2025
		Measured at NAV as a Practical Expedient		Without Readily Determinable Fair Values		Total		Measured at NAV as a Practical Expedient		Without Readily Determinable Fair Values		Total
Balance, beginning of period		$430.5		$50.4		$480.9		$488.6		$50.4		$539.0
Purchases and commitments funded		78.1		—		78.1		68.5		—		68.5
Sales and distributions		(47.1)		—		(47.1)		(67.3)		—		(67.3)
Net realized and unrealized gains		20.9		—		20.9		34.0		—		34.0
Balance, end of period		$482.4		$50.4		$532.8		$523.8		$50.4		$574.2

4.Fair Value Measurements

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

			Fair Value Measurements
	December 31, 2024
			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Investments in equity securities(1)	$32.3		$32.3		$—		$—
Investments in debt securities(1)	24.3		—		24.3		—
Financial Liabilities(2)
Contingent payment obligations	$5.7		$—		$—		$5.7
Affiliate equity purchase obligations	54.8		—		—		54.8

			Fair Value Measurements
	September 30, 2025
			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Investments in equity securities(1)	$37.1		$37.1		$—		$—
Investments in debt securities(1)	48.4		—		48.4		—
Financial Liabilities(2)
Contingent payment obligations	$0.0		$—		$—		$0.0
Affiliate equity purchase obligations	235.2		—		—		235.2

___________________________

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

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

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Level 3 Financial Liabilities

The following tables present the changes in Level 3 liabilities:

		For the Three Months Ended September 30,
		2024				2025
		Contingent Payment Obligations		Affiliate Equity Purchase Obligations		Contingent Payment Obligations		Affiliate Equity Purchase Obligations
Balance, beginning of period		$7.9		$53.9		$0.0		$117.9
Purchases and issuances(1)		—		10.1		—		112.3
Settlements and reductions		—		(5.0)		—		(10.4)
Net realized and unrealized (gains) losses(2)		(1.4)		(0.1)		—		15.4
Balance, end of period		$6.5		$58.9		$0.0		$235.2
Net change in unrealized (gains) losses relating to instruments still held at the reporting date(1)		$(1.4)		$(0.5)		$—		$15.2

		For the Nine Months Ended September 30,
		2024				2025
		Contingent Payment Obligations		Affiliate Equity Purchase Obligations		Contingent Payment Obligations		Affiliate Equity Purchase Obligations
Balance, beginning of period		$14.7		$53.9		$5.7		$54.8
Purchases and issuances(1)		—		66.3		—		205.4
Settlements and reductions		—		(62.1)		(4.9)		(53.8)
Net realized and unrealized (gains) losses(2)		(8.2)		0.8		(0.8)		28.8
Balance, end of period		$6.5		$58.9		$0.0		$235.2
Net change in unrealized (gains) losses relating to instruments still held at the reporting date(1)		$(8.2)		$0.4		$(0.1)		$29.6

___________________________

(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.

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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 Level 3 fair value measurements:

	Quantitative Information about Level 3 Fair Value Measurements
					December 31, 2024						September 30, 2025
	Valuation Techniques		Unobservable Input		Fair Value		Range		Weighted Average(1)		Fair Value		Range		Weighted Average(1)
Contingent payment obligations	Monte Carlo Simulation		Volatility		$5.7		18%		18%		$0.0		17%		17%
			Discount rates				4%		4%				4%		4%
Affiliate equity purchase obligations	Discounted cash flow		Growth rates(2)		$54.8		(4)% - 9%		1%		$235.2		(4)% - 6%		2%
			Discount rates				12% - 19%		14%				12% - 19%		14%

___________________________

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

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

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.  Changes to assumed growth rates and discount rates change the fair value of the Affiliate

equity purchase obligations.  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.

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:

	December 31, 2024				September 30, 2025
	Carrying Value		Fair Value		Carrying Value		Fair Value		Fair Value Hierarchy
Senior notes	$1,097.4		$1,062.9		$747.7		$740.9		Level 2
Junior subordinated notes	1,216.0		1,035.6		1,216.1		1,031.2		Level 2
Junior convertible securities	341.7		372.2		341.7		437.4		Level 2

The Company has other financial assets and liabilities that are not required to be carried at fair value, but are required to be

disclosed 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.

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. 

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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 in the Consolidated Statements of 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 in 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 unconsolidated assets, net of liabilities and non-controlling interests of Affiliates accounted for under the equity

method considered VIEs, and the Company’s carrying value and maximum exposure to loss, were as follows:

	December 31, 2024				September 30, 2025
	Unconsolidated VIE Net Assets		Carrying Value and Maximum Exposure to Loss		Unconsolidated VIE Net Assets		Carrying Value and Maximum Exposure to Loss
Affiliates accounted for under the equity method	$1,820.4		$2,135.2		$1,662.0		$2,410.8

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of December 31, 2024 and September 30, 2025, the carrying value and maximum exposure to loss for all of the

Company’s Affiliates accounted for under the equity method was $2,246.6 million and $2,529.1 million, respectively, including

Affiliates accounted for under the equity method considered VREs of $111.4 million and $118.3 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 or its consolidated Affiliates’ interests in the unconsolidated net assets of the respective products.  The net assets

of unconsolidated VIEs attributable to Affiliate sponsored investment products, and the Company’s carrying value and

maximum exposure to loss, were as follows:

	December 31, 2024				September 30, 2025
	Unconsolidated VIE Net Assets		Carrying Value and Maximum Exposure to Loss		Unconsolidated VIE Net Assets		Carrying Value and Maximum Exposure to Loss
Affiliate sponsored investment products	$5,925.0		$28.0		$8,744.9		$86.5

6.Debt

The following table summarizes the Company’s Debt:

	December 31, 2024		September 30, 2025
Senior bank debt	$—		$100.0
Senior notes	1,092.1		743.1
Junior subordinated notes	1,189.0		1,189.3
Junior convertible securities	339.1		339.2
Debt	$2,620.2		$2,371.6

The Company’s senior bank debt, senior notes, junior subordinated notes, and junior convertible securities are carried at

amortized cost.  Unamortized discounts and debt issuance costs associated with the Company’s debt instruments, with the

exception of its 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 September 30, 2025, the Company had a $1.25 billion revolver which matures on November 15, 2029.  Subject to

certain conditions, the Company may increase the commitments under the revolver by up to an additional $500.0 million.  The

Company pays interest on any outstanding obligations under the revolver at a specified rate, currently based either on an

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

applicable term-SOFR plus a SOFR adjustment of 0.10%, or prime rate, plus a marginal rate determined based on its credit

rating.  As of December 31, 2024, the Company had no outstanding borrowings under the revolver.  As of September 30, 2025,

the Company had outstanding borrowings under the revolver of $100.0 million.

Senior Notes

In the third quarter of 2025, the Company’s $350.0 million 3.50% senior notes matured and were fully repaid.

As of September 30, 2025, 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 September 30, 2025 are presented and described below:

		2030 Senior Notes		2034 Senior Notes
Issue date		June 2020		August 2024
Maturity date		June 2030		August 2034
Par value (in millions)		$350.0		$400.0
Stated coupon		3.30%		5.50%
Coupon frequency		Semi-annually		Semi-annually
Call price		As defined		As defined

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, and at any time prior to May 20, 2034, in the

case of the 2034 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 plus 0.25%, in

the case of the 2034 senior notes.  In addition, the 2030 and 2034 senior notes may be redeemed, in whole or in part, at any

time, on or after March 15, 2030 and May 20, 2034, 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 September 30, 2025, the Company had junior subordinated notes outstanding, the respective principal terms of which

are presented and described below:

		2059 Junior Subordinated Notes		2060 Junior Subordinated Notes		2061 Junior Subordinated Notes		2064 Junior Subordinated Notes
Issue date		March 2019		September 2020		July 2021		March 2024
Maturity date		March 2059		September 2060		September 2061		March 2064
Par value (in millions)		$300.0		$275.0		$200.0		$450.0
Stated coupon		5.875%		4.75%		4.20%		6.75%
Coupon frequency		Quarterly		Quarterly		Quarterly		Quarterly
Call price		As defined		As defined		As defined		As defined
NYSE Symbol		MGR		MGRB		MGRD		MGRE

As of September 30, 2025, 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.

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

As of September 30, 2025, the Company had $341.7 million of principal outstanding in its 5.15% junior convertible trust

preferred securities (the “junior convertible securities”), maturing in 2037.  The junior convertible securities bear interest at a

rate of 5.15% per annum, payable quarterly in cash.

As of December 31, 2024 and September 30, 2025, the unamortized issuance costs related to the junior convertible

securities were $2.7 million and $2.5 million, respectively.

The following table presents interest expense recorded in connection with the junior convertible securities:

		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2024		2025		2024		2025
Contractual interest expense		$4.4		$4.4		$13.2		$13.2
Amortization of debt issuance costs		0.1		0.1		0.2		0.2
Total		$4.5		$4.5		$13.4		$13.4
Effective interest rate		5.21%		5.21%		5.21%		5.21%

Holders of the junior convertible securities have no rights to put these securities to the Company.  The holder may convert

the securities to 0.2558 shares of common stock per $50.00 junior convertible security, equivalent to an adjusted conversion

price of $195.47 per share.  The conversion rate is subject to adjustments as described in the Amended and Restated Declaration

of Trust of AMG Capital Trust II and the related indenture, both dated October 17, 2007 and filed as exhibits to the Company’s

most recent Annual Report on Form 10-K.  Upon conversion, holders will receive cash or shares of the Company’s common

stock, or a combination thereof, at the Company’s election.  The Company may redeem the junior convertible securities if the

closing price of its common stock for 20 trading days in a period of 30 consecutive trading days exceeds 130% of the then

prevailing conversion price, and may also repurchase junior convertible securities in the open market or in privately negotiated

transactions from time to time at management’s discretion.  The Company did not repurchase any of its junior convertible

securities during the nine months ended September 30, 2024 and 2025.

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 September 30, 2025,

these unfunded commitments were $270.3 million and may be called in future periods.

As of September 30, 2025, the Company was contingently liable to make payments in connection with 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 is in July 2026.

As of September 30, 2025, the Company was obligated to make deferred payments of $27.1 million related to certain of its

investments in Affiliates accounted for under the equity method, all of which is payable during the remainder of 2025. 

Deferred payment obligations are included in Other liabilities.

As of September 30, 2025, the Company was contingently liable to make payments of $289.1 million related to the

achievement of specified financial targets by certain of its Affiliates accounted for under the equity method, of which $4.0

million may become payable during the remainder of 2025, $143.5 million may become payable in 2026, $83.8 million may

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

become payable in 2027, $35.8 million may become payable in 2028, and $11.0 million may become payable in each of 2029

and 2030.

As of September 30, 2025, the Company had agreed to provide one of its Affiliates accounted for under the equity method

up to $33.3 million of contingent financing.

In the event that certain financial targets are not met, the Company may receive payments from one of its Affiliates

accounted for under the equity method of up to $12.5 million and also has the option to reduce its ownership interest and

receive an incremental payment of $25.0 million.

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

Company over time.  See Note 14.

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.

8.Goodwill and Acquired Client Relationships

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

		Goodwill
Balance, as of December 31, 2024		$2,504.9
Foreign currency translation		23.3
Balance, as of September 30, 2025		$2,528.2

As of September 30, 2025, the Company completed its annual impairment assessment on goodwill and no impairment was

indicated.

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

	Acquired Client Relationships (Net)
	Definite-lived						Indefinite-lived		Total
	Gross Book Value		Accumulated Amortization		Net Book Value		Net Book Value		Net Book Value
Balance, as of December 31, 2024	$1,255.5		$(1,075.2)		$180.3		$1,597.5		$1,777.8
Intangible amortization and impairments	—		(19.0)		(19.0)		(77.0)		(96.0)
Foreign currency translation	10.6		(10.6)		—		21.5		21.5
Balance, as of September 30, 2025	$1,266.1		$(1,104.8)		$161.3		$1,542.0		$1,703.3

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 $7.3 million and $21.8 million for the three and nine months

ended September 30, 2024, respectively, and $6.3 million and $19.0 million for three and nine months ended September 30,

2025, respectively. Based on relationships existing as of September 30, 2025, the Company estimates that its consolidated

amortization expense will be approximately $6 million for the remainder of 2025, approximately $25 million in each of 2026,

2027, and 2028, approximately $15 million in 2029, and approximately $10 million in 2030.

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%.

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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.

9.Equity Method Investments in Affiliates

In the first quarter of 2025, the Company completed its minority investment in NorthBridge Partners, LLC

(“NorthBridge”), a private markets manager specializing in industrial logistics real estate assets, and in the second quarter of

2025, the Company completed its minority investment in Verition Fund Management LLC (“Verition”), a global multi-strategy

investment firm.  A portion of the consideration paid for NorthBridge and the majority of the consideration paid for Verition

will be deductible for U.S. tax purposes over a 15-year life.  The Company’s 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.

The financial results of certain Affiliates accounted for under the equity method are recognized in the Consolidated

Financial Statements one quarter in arrears.  The following table presents the changes in Equity method investments in

Affiliates (net):

	Equity Method Investments in Affiliates (Net)
Balance, as of December 31, 2024(1)	$2,246.6
Investments in Affiliates	538.0
Affiliate transactions(2)	(125.6)
Earnings, net of tax	299.7
Intangible amortization and impairments	(70.2)
Distributions of earnings	(379.1)
Return of capital	(3.8)
Foreign currency translation	23.5
Balance, as of September 30, 2025(1)	$2,529.1

_______________________

(1)Includes undistributed earnings of $206.1 million and $123.1 million as of December 31, 2024 and September 30, 2025,

respectively.

(2)Represents the Company’s equity method investment in Peppertree as of the closing date.

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 $22.7 million and $64.4 million for the three and nine months ended September 30, 2024, respectively, and $24.6 million and

$70.2 million for the three and nine months ended, September 30, 2025, respectively.  Based on relationships existing as of

September 30, 2025, the Company estimates the amortization expense attributable to its Affiliates will be approximately $23

million for the remainder of 2025, approximately $85 million in each of 2026 and 2027, approximately $75 million in 2028,

and approximately $60 million in each of 2029 and 2030.

In the second quarter of 2024, the Company recorded a $39.9 million expense to reduce the carrying value of an Affiliate to

fair value.  The decline in the fair value was a result of an anticipated decline in assets under management, which decreased the

forecasted income associated with the investment.  The fair value of the investment was determined using a discounted cash

flow analysis, a Level 3 fair value measurement that included a projected compounded growth in assets under management over

the next ten years of (2.5)%, long-term growth rate of 3%, discount rates of 12% and 20% for asset- and performance-based

fees, respectively, and a market participant tax rate of 21%.  Based on the discounted cash flow analysis, the Company

concluded that the fair value of its investment had declined below its carrying value and that the decline was other-than-

temporary.

The Company had 22 and 23 Affiliates accounted for under the equity method as of December 31, 2024 and September 30,

2025, 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 revenue reduced by, in some cases, certain agreed-

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

upon expenses.  The partnership agreements 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.

In the second quarter of 2025, the Company entered into an agreement to acquire a minority equity interest in Qualitas

Energy, a renewables-focused global infrastructure manager specializing in energy transition.  Following the close of the

transaction, Qualitas Energy partners will continue to hold a majority of the equity of the business and direct its day-to-day

operations.  The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions.  The

financial results will be recognized in the Consolidated Financial Statements one quarter in arrears.

In July 2025, the Company completed the previously announced sale of its minority equity interest in Peppertree Capital

Management, Inc. (“Peppertree”), as part of the announced acquisition of Peppertree by TPG Inc. (“TPG”), a public company

listed on the Nasdaq Global Select Market (the “Peppertree Transaction”).  Pursuant to the terms of the transaction agreement

with TPG, under which the Company and each of the other owners agreed to sell their respective equity interests in Peppertree,

the Company received total consideration of $253.2 million, net of transaction costs, which included $99.8 million in cash and

2.9 million TPG Class A common shares, all of which the Company has since sold.  Peppertree is included in the Company’s

results through the closing date and the Company’s gain on the transaction was $127.6 million, which is recorded in Affiliate

transaction gains in the Consolidated Statements of Income.  The after-tax net proceeds from the transaction were $218.1

million.

In October 2025, the Company announced an agreement with Brown Brothers Harriman (“BBH”), a privately held global

financial services firm, to acquire a minority equity interest in BBH Credit Partners, a newly formed subsidiary of BBH focused

on structured and alternative credit investment strategies.  Following the close of the transaction, BBH partners will continue to

direct day-to-day operations and the Company’s ownership will be limited to a minority interest in the BBH Credit Partners

subsidiary.  The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions.

In October 2025, the Company completed the previously announced agreement to acquire a minority equity interest in

Montefiore Investment (“Montefiore”), a European private equity firm focused on the services sector.  Following the close of

the transaction, Montefiore partners continue to hold a majority of the equity of the business and direct its day-to-day

operations.

On November 3, 2025, the Company completed the previously announced agreement to sell a portion of its minority equity

interest in Comvest Partners (“Comvest”), as part of the announced acquisition of Comvest’s private credit business by

Manulife Financial Corporation.  Pursuant to the terms of the agreement, the Company received total cash consideration of

approximately $285 million.  The Company acquired its interest in Comvest for $125.0 million in 2020 and, as of September

30, 2025, its carrying value was $121.8 million. The Company’s gain on the transaction was taxable at closing.  Comvest will

be included in the Company’s results until closing date and the portion retained will continue to be included going forward.

10.Related Party Transactions

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.  In addition, 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.  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.  Also, 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.

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 $14.5 million and $12.3 million as of December 31, 2024 and September 30, 2025, respectively.

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 $59.2 million and $66.2 million as of December 31, 2024 and September 30, 2025,

respectively, and was included in Other assets on the Consolidated Balance Sheets.  The total payable was $87.8 million and

$88.7 million as of December 31, 2024 and September 30, 2025, respectively, and was included in Other liabilities.  These

amounts were primarily attributable to the non-controlling interests.

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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, 13, and 14.

11.Equity Distribution Program

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

several major securities firms under which it may, from time to time, issue and sell shares of its 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 the Company’s prior equity distribution program.  As of September 30, 2025, no

sales had occurred under the equity distribution program.

12.Share-Based Compensation

The following table presents share-based compensation expense:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2025		2024		2025
Share-based compensation expense	$10.2		$12.5		$42.1		$34.3
Tax benefit	1.2		1.3		5.2		3.3

As of December 31, 2024, the Company had unrecognized share-based compensation expense of $38.1 million.  As of

September 30, 2025, the Company had unrecognized share-based compensation expense of $58.3 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:

	Restricted Stock Units		Weighted Average Grant Date Value Per Unit
Unvested units—December 31, 2024	0.8		$147.46
Units granted	0.3		167.90
Units vested	(0.4)		137.69
Units forfeited	(0.0)		157.35
Performance condition changes	0.0		160.76
Unvested units—September 30, 2025	0.7		$160.68

For the nine months ended September 30, 2024 and 2025, the Company granted restricted stock units with fair values of

$31.3 million and $54.7 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.

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Stock Options

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

	Stock Options		Weighted Average Exercise Price Per Option		Weighted Average Remaining Contractual Life (Years)
Unexercised options outstanding—December 31, 2024	1.7		$78.45
Options granted	—		—
Options exercised	(1.4)		75.67
Options forfeited	—		—
Options expired	(0.0)		203.22
Performance condition changes	—		—
Unexercised options outstanding—September 30, 2025	0.3		$90.65		1.5
Exercisable at September 30, 2025	0.2		$76.64		0.9

The Company did not grant any stock options during the nine months ended September 30, 2024 and 2025.  Stock options

generally vest over a period of three 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.

13.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:

		Redeemable Non-controlling Interests
Balance, as of December 31, 2024(1)		$350.5
Increase attributable to consolidated Affiliate sponsored investment products		17.4
Transfers to Other liabilities		(122.2)
Transfers to Non-controlling interests		(53.0)
Changes in redemption value		80.8
Balance, as of September 30, 2025(1)		$273.5

___________________________

(1)As of December 31, 2024 and September 30, 2025, Redeemable non-controlling interests include consolidated Affiliate

sponsored investment products primarily attributable to third-party investors of $12.9 million and $30.3 million,

respectively.

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

14.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 $206.5 million and $205.5 million for the

nine months ended September 30, 2024 and 2025, 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 nine months ended September 30, 2024 and

2025, the amount of cash paid for purchases was $60.4 million and $51.8 million, respectively.  For the nine months ended

September 30, 2024 and 2025, the total amount of cash received for issuances was $6.3 million and $1.8 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 compensation expense:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2025		2024		2025
Controlling interest	$2.4		$39.1		$15.6		$91.2
Non-controlling interests	9.7		4.6		30.9		23.1
Total	$12.1		$43.7		$46.5		$114.3

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 and as a result, the Company recorded incremental Affiliate equity compensation expense of $30.5 million attributable

to the controlling interest.

The following table presents unrecognized Affiliate equity compensation expense:

	Controlling Interest		Remaining Life		Non-controlling Interests		Remaining Life
December 31, 2024	$36.7		3 years		$206.0		6 years
September 30, 2025	71.1		3 years		168.2		5 years

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 $7.9 million and $7.1 million as

of December 31, 2024 and September 30, 2025, respectively, and was included in Other assets.  The total payable was $54.8

million and $235.2 million as of December 31, 2024 and September 30, 2025, 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.

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

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2025		2024		2025
Net income (controlling interest)	$123.6		$212.4		$349.5		$369.0
Decrease in controlling interest paid-in capital from Affiliate equity issuances	—		(4.4)		(2.6)		(4.1)
Decrease in controlling interest paid-in capital from Affiliate equity purchases	(0.5)		(45.1)		(22.9)		(36.5)
Net income (controlling interest) including the net impact of Affiliate equity transactions	$123.1		$162.9		$324.0		$328.4

15.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:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2025		2024		2025
Controlling interest(1)	$29.5		$68.6		$123.7		$126.9
Non-controlling interests	1.8		3.0		6.3		7.8
Income tax expense	$31.3		$71.6		$130.0		$134.7
Income before income taxes (controlling interest)	$153.1		$281.0		$473.2		$495.9
Effective tax rate (controlling interest)(2)	19.3%		24.4%		26.1%		25.6%

___________________________

(1)For the three months ended September 30, 2024 and 2025, income tax expense (controlling interest) included intangible-

related deferred tax expense of $16.4 million and $14.2 million, respectively.  For the nine months ended September 30,

2024 and 2025, income tax expense (controlling interest) included intangible-related deferred tax expense of $50.6 million

and $29.7 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 months ended September 30, 2024 was lower than the

marginal tax rate of 24.5%, primarily due to tax windfalls attributable to share-based compensation.  The Company’s effective

tax rate (controlling interest) for the nine months ended September 30, 2024 was higher than the marginal tax rate of 24.5%,

primarily due to an expense to reduce the carrying value of an Affiliate to fair value for which no tax benefit was recorded. 

The Company’s effective tax rate (controlling interest) for the three months ended September 30, 2025 was lower than the

marginal tax rate of 24.5%, primarily due to tax windfalls attributable to share-based compensation, partially offset by an

expense attributable to certain equity awards at an Affiliate for which no tax benefit was recorded.  The Company’s effective

tax rate (controlling interest) for the nine months ended September 30, 2025 was higher than the marginal tax rate of 24.5%,

primarily due to an expense attributable to certain equity awards at an Affiliate for which no tax benefit was recorded.

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.

The Company continues to monitor and evaluate legislative developments related to the Organization for Economic Co-

operation and Development’s Pillar Two directive (“Pillar Two”), which establishes a framework for a global minimum

corporate tax rate of 15%.  Several countries in which the Company or its Affiliates operate are adopting legislation to

implement Pillar Two.  The Company currently does not expect Pillar Two to have a material impact on its Consolidated

Financial Statements.

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

On July 4, 2025, An Act to Provide for Reconciliation Pursuant to Title II of the H. Con. Res. 14 (the “Act”) was enacted

into U.S. law, which included certain modifications to federal tax law.  The Company continues to evaluate the provisions of

the Act but currently does not expect the Act to have a material impact on its Consolidated Financial Statements.

16.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:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2025		2024		2025
Numerator
Net income (controlling interest)	$123.6		$212.4		$349.5		$369.0
Income from hypothetical settlement of Redeemable non-controlling interests, net of taxes	5.2		10.1		1.0		11.5
Interest expense on junior convertible securities, net of taxes	3.4		3.4		10.1		10.1
Net income (controlling interest), as adjusted	$132.2		$225.9		$360.6		$390.6
Denominator
Average shares outstanding (basic)	30.1		28.4		31.4		28.7
Effect of dilutive instruments:
Stock options and restricted stock units	1.7		0.8		1.9		1.0
Hypothetical issuance of shares to settle Redeemable non-controlling interests	1.5		2.0		0.2		1.6
Assumed issuance of junior convertible securities shares	1.7		1.7		1.7		1.7
Average shares outstanding (diluted)	35.0		32.9		35.2		33.0

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 Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2025		2024		2025
Stock options and restricted stock units	0.2		0.1		0.2		0.1
Shares issuable to settle Redeemable non-controlling interests	2.3		0.1		3.6		0.9

For the three and nine months ended September 30, 2025, under its authorized share repurchase program, the Company

repurchased 0.3 million and 1.9 million shares of its common stock at an average price per share of $230.04 and $180.49,

respectively.

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AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

17.Comprehensive Income

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

	For the Three Months Ended September 30,
	2024						2025
	Pre-Tax		Tax Benefit		Net of Tax		Pre-Tax		Tax Expense		Net of Tax
Foreign currency translation gain	$38.6		$0.6		$39.2		$16.2		$(5.2)		$11.0
Change in net realized and unrealized gain (loss) on derivative financial instruments	1.0		—		1.0		(0.5)		—		(0.5)
Change in net unrealized gain (loss) on available-for-sale debt securities	0.0		—		0.0		—		—		—
Other comprehensive income	$39.6		$0.6		$40.2		$15.7		$(5.2)		$10.5

	For the Nine Months Ended September 30,
	2024						2025
	Pre-Tax		Tax Expense		Net of Tax		Pre-Tax		Tax Expense		Net of Tax
Foreign currency translation gain	$44.8		$(2.2)		$42.6		$69.8		$(1.1)		$68.7
Change in net realized and unrealized gain (loss) on derivative financial instruments	1.4		—		1.4		0.3		—		0.3
Change in net unrealized gain (loss) on available-for-sale debt securities	0.5		(0.1)		0.4		0.4		—		0.4
Other comprehensive income	$46.7		$(2.3)		$44.4		$70.5		$(1.1)		$69.4

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

	Foreign Currency Translation Adjustment		Realized and Unrealized Gains on Derivative Financial Instruments		Unrealized Gains (Losses) on Available- for-Sale Debt Securities		Total
Balance, as of December 31, 2024	$(253.8)		$0.4		$(0.4)		$(253.8)
Other comprehensive income before reclassifications	68.7		0.1		0.4		69.2
Amounts reclassified	—		0.2		—		0.2
Net other comprehensive income	68.7		0.3		0.4		69.4
Balance, as of September 30, 2025	$(185.1)		$0.7		$—		$(184.4)

18.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 chief operating decision maker (“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.

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

Forward-Looking Statements

Certain matters discussed in this Quarterly Report on Form 10-Q, in our other filings with the Securities and Exchange

Commission, in our press releases, and in oral statements made with the approval of an executive officer may constitute

“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements

include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial

results, our liquidity and capital resources, and other non-historical statements, and may be prefaced with words such as

“outlook,” “guidance,” “believes,” “expects,” “potential,” “preliminary,” “continues,” “may,” “will,” “should,” “seeks,”

“approximately,” “predicts,” “projects,” “positioned,” “prospects,” “intends,” “plans,” “estimates,” “pending

investments,” “anticipates,” or the negative version of these words or other comparable words.  Such statements are subject to

certain risks and uncertainties, including, among others, the factors discussed under the caption “Item 1A. Risk Factors” in our

Annual Report on Form 10-K for the year ended December 31, 2024, and from time to time, as applicable, our Quarterly

Reports on Form 10-Q .  These factors (among others) could affect our financial condition, business activities, results of

operations, cash flows, or overall financial performance and cause actual results and business activities to differ materially

from historical periods and those presently anticipated and projected.  Forward-looking statements speak only as of the date

they are made, and we will not undertake and we specifically disclaim any obligation to release publicly the result of any

revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such

statements or to reflect the occurrence of events, whether or not anticipated.  In that respect, we caution readers not to place

undue reliance on any such forward-looking statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction

with our Consolidated Financial Statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.

References throughout this report to “AMG,” “we,” “us,” “our,” the “Company,” and similar references refer to

Affiliated Managers Group, Inc., unless otherwise stated or the context otherwise requires.

Executive Overview

AMG is a strategic partner to leading independent investment firms globally.  Our strategy is to generate long-term value

by investing in high-quality independent partner-owned firms, which we refer to as “Affiliates,” through a proven partnership

approach, and allocating resources across our unique opportunity set to the areas of highest growth and return.  With their

entrepreneurial, investment-centric cultures and alignment of interests with clients through direct equity ownership by firm

principals, independent firms have fundamental competitive advantages in offering unique return streams to the marketplace. 

Through AMG’s distinctive approach, we enhance these advantages to magnify the long-term success of our Affiliates and

actively support their independence.  Our innovative model enables each Affiliate’s management team to retain autonomy

and significant equity ownership in their firm, while they leverage our strategic capabilities and insight, including growth

capital, product strategy and development, capital formation, and incentive alignment and succession planning.  As of

September 30, 2025, our aggregate assets under management were approximately $804 billion across a diverse range of

private markets, liquid alternative, and differentiated long-only investment strategies.

In the first quarter of 2025, we completed our minority investment in NorthBridge Partners, LLC (“NorthBridge”), a

private markets manager specializing in industrial logistics real estate assets, and in the second quarter of 2025, we completed

our minority investment in Verition Fund Management LLC (“Verition”), a global multi-strategy investment firm.  Following

the close of these transactions, Affiliate management continues to hold a significant majority of the equity of the respective

businesses and directs the day-to-day operations.

In the second quarter of 2025, we entered into an agreement to acquire a minority equity interest in Qualitas Energy, a

renewables-focused global infrastructure manager specializing in energy transition.  Following the close of the transaction,

Qualitas Energy partners will continue to hold a majority of the equity of the business and direct its day-to-day operations. 

The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions.  The financial

results will be recognized in the Consolidated Financial Statements one quarter in arrears.

In July 2025, we completed the previously announced sale of our minority equity interest in Peppertree Capital

Management, Inc. (“Peppertree”), as part of the announced acquisition of Peppertree by TPG Inc. (“TPG”), a public company

listed on the Nasdaq Global Select Market (the “Peppertree Transaction”).  Pursuant to the terms of the transaction agreement

with TPG, under which we and each of the other owners agreed to sell our respective equity interests in Peppertree, we

received total consideration of $253.2 million, net of transaction costs, which included $99.8 million in cash and 2.9 million

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TPG Class A common shares, all of which we have since sold.  Our gain on the transaction was $127.6 million and our after-

tax net proceeds were $218.1 million.

In October 2025, we announced an agreement with Brown Brothers Harriman (“BBH”), a privately held global financial

services firm, to acquire a minority equity interest in BBH Credit Partners, a newly formed subsidiary of BBH focused on

structured and alternative credit investment strategies.  Following the close of the transaction, BBH partners will continue to

direct day-to-day operations and our ownership will be limited to a minority interest in the BBH Credit Partners subsidiary. 

The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions.

In October 2025, we completed the previously announced agreement to acquire a minority equity interest in Montefiore

Investment (“Montefiore”), a European private equity firm focused on the services sector.  Following the close of the

transaction, Montefiore partners continue to hold a majority of the equity of the business and direct its day-to-day operations. 

On November 3, 2025, we completed the previously announced agreement to sell a portion of our minority equity

interest in Comvest Partners (“Comvest”), as part of the announced acquisition of Comvest’s private credit business by

Manulife Financial Corporation.  Pursuant to the terms of the agreement, we received total cash consideration of

approximately $285 million.  We acquired our interest in Comvest for $125.0 million in 2020.  Our gain on the transaction

was taxable at closing.  Comvest will be included in our results through the closing date and the portion retained will continue

to be included going forward.

Operating Performance Measures

Under accounting principles generally accepted in the U.S. (“GAAP”), we are required to consolidate certain of our

Affiliates and use the equity method of accounting for others.  Whether we consolidate an Affiliate or use the equity method of

accounting, we maintain the same innovative partnership approach and provide support and assistance in substantially the same

manner for all of our Affiliates.  Furthermore, all of our Affiliates are investment managers and are impacted by similar

marketplace factors and industry trends.  Therefore, certain key aggregate operating performance measures are important in

providing management with a comprehensive view of the operating performance and material trends across our entire business.

The following table presents our key aggregate operating performance measures:

		As of and for the Three Months Ended September 30,						As of and for the Nine Months Ended September 30,
(in billions, except as noted)		2024		2025		% Change		2024		2025		% Change
Assets under management		$728.4		$803.6		10%		$728.4		$803.6		10%
Average assets under management		711.7		786.9		11%		694.9		745.2		7%
Aggregate fees (in millions)		1,157.1		1,346.0		16%		3,726.8		3,789.8		2%

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 mutual funds

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

institutional and high net worth clients, average assets under management generally represents an average of the assets at the

beginning or end of each month during the applicable period.

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 Affiliate’s strategies earn performance-based fees based on the

performance generated by their investment products.  We continue to see client demand for alternative strategies (both in

private markets and liquid alternatives), as evidenced by our net inflows in this category, and our equity strategies experienced

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net outflows in line with trends across the industry.  As we continue to invest in new and existing Affiliates, we expect to

further evolve our business mix and better position AMG to benefit from industry growth trends.

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

September 30, 2025:

		Alternatives				Differentiated Long-Only
(in billions)		Private Markets		Liquid Alternatives		Equities(1)		Multi-Asset & Fixed Income		Total
June 30, 2025		$149.4		$181.7		$321.0		$118.9		$771.0
Client cash inflows and commitments		4.1		20.3		11.5		5.2		41.1
Client cash outflows		(0.0)		(6.3)		(20.8)		(5.1)		(32.2)
Net client cash flows		4.1		14.0		(9.3)		0.1		8.9
Affiliate transactions(2)		(5.3)		—		—		—		(5.3)
Market changes		0.3		10.2		17.0		5.9		33.4
Foreign exchange(3)		(0.1)		(0.9)		(2.0)		(0.3)		(3.3)
Realizations and distributions (net)		(0.7)		(0.2)		(0.0)		(0.1)		(1.0)
Other(4)		—		0.0		(0.1)		—		(0.1)
September 30, 2025		$147.7		$204.8		$326.6		$124.5		$803.6

	Alternatives				Differentiated Long-Only
(in billions)	Private Markets		Liquid Alternatives		Equities(1)		Multi-Asset & Fixed Income		Total
December 31, 2024	$135.4		$140.7		$316.2		$115.6		$707.9
Client cash inflows and commitments	15.4		53.0		30.9		15.0		114.3
Client cash outflows	(0.1)		(17.3)		(64.4)		(15.9)		(97.7)
Net client cash flows	15.3		35.7		(33.5)		(0.9)		16.6
New investments	1.7		12.4		—		—		14.1
Affiliate transactions(2)	(5.3)		—		—		—		(5.3)
Market changes	2.1		13.8		39.0		9.4		64.3
Foreign exchange(3)	0.9		3.4		5.0		1.1		10.4
Realizations and distributions (net)	(2.4)		(0.2)		(0.1)		(0.3)		(3.0)
Other(4)	—		(1.0)		(0.0)		(0.4)		(1.4)
September 30, 2025	$147.7		$204.8		$326.6		$124.5		$803.6

_________________________

(1)Equities includes assets under management attributable to both global equities and U.S. equities.

(2)Assets under management attributable to Peppertree as of the closing date.

(3)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.

(4)Other includes assets under management attributable to product transitions and reclassifications.

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

assets under management ahead of their relevant benchmark:

		AUM Weight		% of AUM Ahead of Benchmark(1)
				IRR Latest Vintage		IRR Last Three Vintages
Private markets(2)		18%		86%		84%

		AUM Weight		% of AUM Ahead of Benchmark(1)
				3-year		5-year		10-year
Liquid alternatives(3)		25%		91%		99%		89%
Equities(3)		41%		34%		36%		56%
Multi-asset and fixed income(4)		16%		N/A		N/A		N/A

___________________________

(1)Past performance is not indicative of future results.  Performance and AUM information is as of September 30, 2025 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 September 30, 2025, approximately 28% of our total

assets under management could potentially earn performance-based fees.  These percentages were approximately 12% and 47%

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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 $1,346.0 million for the three months ended September 30, 2025, an increase of $188.9 million or

16% as compared to the three months ended September 30, 2024.  The increase in our aggregate fees was due to a $185.6

million or 16% increase from asset-based fees and a $3.3 million increase from performance-based fees, primarily in our liquid

alternative strategies.  The increase in asset-based fees was principally due to an increase in our average assets under

management, primarily in our liquid alternative and private markets strategies, and changes in the composition of our assets

under management, including the impact of our investments in new Affiliates.

Aggregate fees were $3,789.8 million for the nine months ended September 30, 2025, an increase of $63.0 million or 2% as

compared to the nine months ended September 30, 2024.  The increase in our aggregate fees was due to a $306.1 million or 8%

increase from asset-based fees, offset by a $243.1 million or 6% decrease from performance-based fees, primarily in our liquid

alternative strategies.  The increase in asset-based fees was principally due to an increase in our average assets under

management, primarily in our liquid alternative and private markets strategies, and changes in the composition of our assets

under management, including the impact of our investments in new Affiliates.

Financial and Supplemental Financial Performance Measures

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

		For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in millions)		2024		2025		% Change		2024		2025		% Change
Net income		$185.8		$290.9		57%		$519.5		$526.1		1%
Net income (controlling interest)		123.6		212.4		72%		349.5		369.0		6%
Adjusted EBITDA (controlling interest)(1)		214.1		250.9		17%		691.4		698.8		1%
Economic net income (controlling interest)(1)		153.2		179.7		17%		495.8		497.6		0%

___________________________ 

(1)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 $88.8 million or 72% for the three months ended September 30, 2025.  This

increase was primarily due to $127.6 million of Affiliate transaction gains and a $35.9 million increase in Equity method

income (net).  These increases were partially offset by a $39.1 million increase in Income tax expense attributable to the

controlling interest, primarily due to Affiliate transaction gains, and a $36.7 million increase in Affiliate equity compensation

expense attributable to the controlling interest.

Net income (controlling interest) increased $19.5 million or 6% for the nine months ended September 30, 2025.  This

increase was primarily due to $127.6 million of Affiliate transaction gains and a $41.2 million increase in Equity method

income (net).  These increases were partially offset by a $75.6 million increase in Affiliate equity compensation expense

attributable to the controlling interest and a $60.9 million increase in Intangible amortization and impairments attributable to the

controlling interest.

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

Our Adjusted EBITDA (controlling interest) increased $36.8 million or 17% for the three months ended September 30, 2025,

primarily due to a $188.9 million or 16% increase in aggregate fees.

Adjusted EBITDA (controlling interest) increased $7.4 million or 1% for the nine months ended September 30, 2025,

primarily due to a $63.0 million or 2% increase in aggregate fees.

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 September 30, 2025, our Economic net

income (controlling interest) increased $26.5 million or 17%, primarily due to a $36.8 million or 17% increase in Adjusted

EBITDA (controlling interest).

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Economic net income (controlling interest) increased $1.8 million for the nine months ended September 30, 2025,

primarily due to a $7.4 million or 1% 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 our 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).

Consolidated Revenue

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

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in millions, except as noted)	2024		2025		% Change		2024		2025		% Change
Consolidated Affiliate average assets under management (in billions)	$404.0		$419.8		4%		$397.4		$405.3		2%
Consolidated revenue	$516.4		$528.0		2%		$1,516.6		$1,517.8		0%

Our Consolidated revenue increased $11.6 million or 2% for the three months ended September 30, 2025, due to a $16.7

million or 3% increase from asset-based fees, partially offset by a $5.1 million or 1% decrease from performance-based fees,

primarily in our private markets strategies.  The increase in asset-based fees was principally due to an increase in our

consolidated Affiliate average assets under management, primarily in our private markets strategies, partially offset by changes

in the composition of our assets under management.

Our Consolidated revenue increased $1.2 million for the nine months ended September 30, 2025, due to a $3.3 million

increase from performance-based fees, primarily in our private markets strategies, partially offset by a $2.1 million decrease

from asset-based fees.  The decrease in asset-based fees was principally due to changes in the composition of our assets under

management, partially offset by an increase in our consolidated Affiliate average assets under management, primarily in our

private markets strategies.

Consolidated Expenses

The following table presents our Consolidated expenses:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
					% Change						% Change
(in millions)	2024		2025				2024		2025
Compensation and related expenses	$220.8		$253.5		15%		$676.5		$747.6		11%
Selling, general and administrative	97.0		100.5		4%		278.1		290.8		5%
Intangible amortization and impairments	7.3		6.3		(14)%		21.8		96.0		N.M.(1)
Interest expense	34.7		33.2		(4)%		98.1		101.8		4%
Depreciation and other amortization	3.3		2.6		(21)%		9.4		7.9		(16)%
Other expenses (net)	11.6		13.1		13%		31.5		34.7		10%
Total consolidated expenses	$374.7		$409.2		9%		$1,115.4		$1,278.8		15%

___________________________

(1)Percentage change is not meaningful.

Compensation and related expenses increased $32.7 million or 15% for the three months ended September 30, 2025,

primarily due to a $31.6 million increase in Affiliate equity compensation expense.

Compensation and related expenses increased $71.1 million or 11% for the nine months ended September 30, 2025,

primarily due to a $67.8 million increase in Affiliate equity compensation expense partially attributable to a modification of the

terms of certain equity awards at an Affiliate and a $10.9 million increase in compensation accruals correlated to the increase in

Consolidated revenue.  These increases were partially offset by a $7.8 million decrease in share-based compensation.

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Selling, general and administrative expenses increased $3.5 million or 4% for the three months ended September 30, 2025,

primarily due to a $3.5 million increase in professional fees.

Selling, general and administrative expenses increased $12.7 million or 5% for the nine months ended September 30, 2025,

primarily due to an $11.4 million increase in professional fees.

Intangible amortization and impairments decreased $1.0 million or 14% for the three months ended September 30, 2025,

primarily due to a $1.0 million decrease in amortization expense related to certain definite-lived assets being fully amortized.

Intangible amortization and impairments increased $74.2 million for the nine months ended September 30, 2025, primarily

due to a $70.0 million expense to reduce the carrying value of indefinite-lived acquired client relationships for certain asset

groups to fair value and a $7.0 million expense to reduce the carrying value of an indefinite-lived acquired client relationship to

zero due to the closure of a retail investment product.  These increases were partially offset by a $2.8 million decrease in

amortization expense due to certain definite-lived assets being fully amortized.

Interest expense decreased $1.5 million or 4% for the three months ended September 30, 2025, primarily due to a $2.7

million decrease due to our senior unsecured term loan facility (the “term loan”), which was fully repaid during the third quarter

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”). 

These decreases were partially offset by a $3.1 million increase from our 5.50% senior unsecured notes issued in August 2024

(the “2034 senior notes”).

Interest expense increased $3.7 million or 4% for the nine months ended September 30, 2025, primarily due to a $14.4

million increase from our 2034 senior notes and a $6.7 million increase from our 6.75% junior subordinated notes issued in

March 2024 (the “2064 junior subordinated notes”).  These increases were partially offset by a $13.0 million decrease due to

the repayment of our term loan, a $2.2 million decrease due to the maturity of our 4.25% senior notes in February 2024, and a

$2.1 million decrease due to the maturity of our 2025 senior notes.

There were no significant changes to Depreciation and other amortization for the three and nine months ended

September 30, 2025.

Other expenses (net) increased $1.5 million or 13% for the three months ended September 30, 2025, primarily due to a $1.4

million increase in expenses related to changes in values of contingent payment obligations.

Other expenses (net) increased $3.2 million or 10% for the nine months ended September 30, 2025, primarily due to a $7.4

million increase in expenses related to changes in the values of contingent payment obligations, partially offset by a $2.7

million decrease in rent and related office costs.

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 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.

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The following table presents equity method Affiliate 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):

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in millions, except as noted)	2024		2025		% Change		2024		2025		% Change
Operating Performance Measures
Equity method Affiliate average assets under management (in billions)	$307.7		$367.1		19%		$297.5		$339.9		14%
Equity method revenue, net	$640.7		$818.0		28%		$2,210.2		$2,272.0		3%
Financial Performance Measures
Pre-tax equity method earnings	$79.1		$118.2		49%		$301.9		$311.9		3%
Equity method intangible amortization	(22.7)		(24.6)		8%		(64.4)		(70.2)		9%
Equity method intangible impairments	—		—		—%		(39.9)		—		N.M.(1)
Equity method income tax	(3.8)		(5.1)		34%		(9.3)		(12.2)		31%
Equity method income (net)	$52.6		$88.5		68%		$188.3		$229.5		22%

___________________________

(1)Percentage change is not meaningful.

Our equity method revenue, net increased $177.3 million or 28% for the three months ended September 30, 2025, due to a

$168.9 million or 27% increase from asset-based fees and an $8.4 million or 1% increase from performance-based fees,

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

increase in our equity method Affiliate average assets under management, primarily in our liquid alternative strategies, and

changes in the composition of our assets under management, including the impact of our investments in new Affiliates.

For the three months ended September 30, 2025, pre-tax equity method earnings increased $39.1 million or 49%, primarily

due to a $177.3 million or 28% 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 an increase in earnings at certain Affiliates in which we share

in revenue less agreed-upon expenses.

Equity method intangible amortization increased $1.9 million or 8% for the three months ended September 30, 2025,

primarily due to a $5.8 million increase in amortization expense due to investments in new Affiliates.  This increase was

partially offset by a $4.1 million decrease in amortization expense related to certain definite-lived assets being fully amortized.

Our equity method revenue, net increased $61.8 million or 3% for the nine months ended September 30, 2025, due to a

$308.2 million or 14% increase from asset-based fees, offset by a $246.4 million or 11% decrease from performance-based

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

equity method Affiliate average assets under management, primarily in our liquid alternative strategies, and changes in the

composition of our assets under management, including the impact of our investments in new Affiliates.

For the nine months ended September 30, 2025, pre-tax equity method earnings increased $10.0 million or 3%, primarily

due to a $61.8 million or 3% increase in equity method revenue, net.

Equity method intangible amortization increased $5.8 million or 9% for the nine months ended September 30, 2025,

primarily due to a $10.1 million increase in amortization expense due to investments in new Affiliates.  This increase was

partially offset by a $3.5 million decrease in amortization expense related to certain definite-lived assets being fully amortized

and a $1.1 million decrease in amortization expense due to a decrease in actual and expected client attrition for certain definite-

lived acquired client relationships.

Equity method intangible impairments decreased $39.9 million for the nine months ended September 30, 2025.  See Note 9

of our Consolidated Financial Statements.

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Affiliate Transaction Gains

For the three and nine months ended September 30, 2025, we recorded a $127.6 million gain on the Peppertree

Transaction.  See Note 9 of our Consolidated Financial Statements.

Investment and Other Income

The following table presents our Investment and other income:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in millions)	2024		2025		% Change		2024		2025		% Change
Investment and other income	$22.8		$27.6		21%		$60.0		$64.7		8%

Investment and other income increased $4.8 million or 21% for the three months ended September 30, 2025, primarily due

to a $5.6 million increase in unrealized gains on other investments and a $5.0 million increase in realized gains on marketable

securities.  These increases were partially offset by a $7.2 million decrease in interest income.

Investment and other income increased $4.7 million or 8% for the nine months ended September 30, 2025, primarily due to

a $13.2 million increase in unrealized gains on other investments and a $2.2 million increase in unrealized gains on marketable

securities.  These increases were partially offset by an $11.1 million decrease in interest income.

Income Tax Expense

The following table presents our Income tax expense:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in millions)	2024		2025		% Change		2024		2025		% Change
Income tax expense	$31.3		$71.6		N.M.(1)		$130.0		$134.7		4%

___________________________

(1)Percentage change is not meaningful.

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 $40.3 million for the three months ended September 30, 2025.  Our effective tax rate

(controlling interest) for the three months ended September 30, 2025 was 24.4% as compared to 19.3% for the three months

ended September 30, 2024.  The increase in the effective tax rate (controlling interest) was primarily due to an expense

attributable to certain equity awards at an Affiliate for which no tax benefit was recorded, partially offset by tax windfalls

attributable to share-based compensation.

Income tax expense increased $4.7 million or 4% for the nine months ended September 30, 2025.  Our effective tax rate

(controlling interest) for the nine months ended September 30, 2025 was 25.6% as compared to 26.1% for the nine months

ended September 30, 2024.  The decrease in the effective tax rate (controlling interest) was primarily due to an expense to

reduce the carrying value of an Affiliate to fair value for which no tax benefit was recorded in the nine months ended

September 30, 2024, which did not recur, partially offset by an expense attributable to certain equity awards at an Affiliate for

which no tax benefit was recorded in the nine months ended September 30, 2025.

Net Income

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

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in millions)	2024		2025		% Change		2024		2025		% Change
Net income	$185.8		$290.9		57%		$519.5		$526.1		1%
Net income (non-controlling interests)	62.2		78.5		26%		170.0		157.1		(8)%
Net income (controlling interest)	123.6		212.4		72%		349.5		369.0		6%

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Net income (controlling interest) increased $88.8 million or 72% for the three months ended September 30, 2025, primarily

due to Affiliate transaction gains and an increase in Equity method income (net).  These increases to Net income (controlling

interest) were partially offset by an increase in Income tax expense attributable to the controlling interest and an increase in

Affiliate equity compensation expense attributable to the controlling interest.

Net income (controlling interest) increased $19.5 million or 6% for the nine months ended September 30, 2025, primarily

due to Affiliate transaction gains and an increase in Equity method income (net).  These increases to Net income (controlling

interest) were partially offset by an increase in Affiliate equity compensation expense attributable to the controlling interest and

an increase in Intangible amortization and impairments attributable to the controlling interest.

Supplemental Financial Performance Measures

As supplemental information to our GAAP performance measures, including Net income (see Note 18 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 activity, 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):

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in millions)	2024		2025		2024		2025
Net income (controlling interest)	$123.6		$212.4		$349.5		$369.0
Interest expense	34.7		33.2		98.1		101.7
Income taxes(1)	33.3		73.7		133.0		139.1
Intangible amortization and impairments(2)	27.5		28.7		118.7		145.5
Affiliate transactions(3)	—		(133.8)		—		(133.8)
Other items(4)	(5.0)		36.7		(7.9)		77.3
Adjusted EBITDA (controlling interest)	$214.1		$250.9		$691.4		$698.8

___________________________

(1)Includes equity method income tax.

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(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:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in millions)	2024		2025		2024		2025
Consolidated intangible amortization and impairments	$7.3		$6.3		$21.8		$96.0
Consolidated intangible amortization and impairments (non-controlling interests)	(2.5)		(2.2)		(7.4)		(20.7)
Equity method intangible amortization and impairments	22.7		24.6		104.3		70.2
Total	$27.5		$28.7		$118.7		$145.5

(3)The three and nine months ended September 30, 2025 includes Peppertree Transaction gain of $127.6 million and realized

gains of $6.2 million on TPG Class A common shares, which are recorded in Affiliate transaction gains and Investment and

other income, respectively.  See Note 9 of our Consolidated Financial Statements.

(4)Other items include certain non-income based taxes, depreciation, and non-cash items such as certain Affiliate equity

activity, 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 nine months ended September 30, 2025, other items

includes an expense of $30.5 million which resulted from a modification of Affiliate equity in the second quarter which,

consistent with the definitions of our non-GAAP performance measures, has been added back to Adjusted EBITDA

(controlling interest).  See Note 14 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 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 these 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.

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

interest) and Economic earnings per share:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in millions, except per share data)	2024		2025		2024		2025
Net income (controlling interest)	$123.6		$212.4		$349.5		$369.0
Intangible amortization and impairments(1)	27.5		28.7		118.7		145.5
Intangible-related deferred taxes(2)	15.6		15.6		46.6		29.5
Affiliate transactions(3)	—		(101.1)		—		(101.1)
Other economic items(4)	(13.5)		24.1		(19.0)		54.7
Economic net income (controlling interest)	$153.2		$179.7		$495.8		$497.6
Average shares outstanding (diluted)	35.0		32.9		35.2		33.0
Hypothetical issuance of shares to settle Redeemable non-controlling interests	(1.5)		(2.0)		(0.2)		(1.6)
Assumed issuance of junior convertible securities shares	(1.7)		(1.7)		(1.7)		(1.7)
Dilutive impact of junior convertible securities shares	—		0.2		—		0.1
Average shares outstanding (adjusted diluted)	31.8		29.4		33.3		29.8
Economic earnings per share	$4.82		$6.10		$14.90		$16.68

___________________________ 

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

(2)Includes equity method deferred taxes.

(3)The three and nine months ended September 30, 2025 includes Peppertree Transaction gain of $127.6 million and realized

gains on TPG Class A common shares of $6.2 million, net of $32.7 million of income tax expense.  See Note 9 of our

Consolidated Financial Statements.

(4)Other economic items include certain Affiliate equity activity, 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 nine months ended September 30, 2025, other economic

items includes an expense of $30.5 million which resulted from a modification of Affiliate equity in the second quarter

which, consistent with the definitions of our non-GAAP performance measures, has been added back to Economic net

income (controlling interest).  See Note 14 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 $476.1 million as of September 30, 2025 and were attributable to both our controlling and

the non-controlling interests.  In the nine months ended September 30, 2025, we met our cash requirements primarily through

cash generated by operating activities.  Our principal uses of cash in the nine months ended September 30, 2025 were for

investments in new Affiliates, the return of excess capital through share repurchases, distributions to Affiliate equity holders,

and repayment of debt.

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 our senior unsecured multicurrency revolving credit

facility (the “revolver”) will be sufficient to support our uses of cash for the foreseeable future.  In addition, we may draw

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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:

	For the Nine Months Ended September 30,
(in millions)	2024		2025
Operating cash flow	$719.6		$716.8
Investing cash flow	370.6		(258.6)
Financing cash flow	(904.1)		(948.6)

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 nine months ended September 30, 2025, Cash flows from operating activities were $716.8 million, primarily from

Net income of $526.1 million adjusted for non-cash items of $105.5 million and distributions of earnings received from equity

method investments of $379.7 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 $56.7 million.  For the nine months ended

September 30, 2025, operating cash flows were primarily attributable to the controlling interest.

Investing Cash Flow

For the nine months ended September 30, 2025, Cash flows used in investing activities were $258.6 million, primarily due

to $515.1 million of investments in Affiliates and $72.3 million of purchases of investment securities.  These items were

partially offset by $229.4 million of maturities and sales of investment securities and $99.8 million of cash proceeds from

Affiliate transactions.  For the nine months ended September 30, 2025, investing cash flows were primarily attributable to the

controlling interest.

Financing Cash Flow

For the nine months ended September 30, 2025, Cash flows used in financing activities were $948.6 million, primarily due

to $353.2 million of repurchases of common stock, net, repayment of senior notes of $350.0 million, $205.5 million of

distributions to non-controlling interests, and $105.8 million of taxes paid on shares withheld for share-based awards.  These

items were partially offset by borrowings of senior bank debt of $100.0 million.  For the nine months ended September 30,

2025, 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.  Affiliate equity holders are also permitted to sell their equity

interests to other individuals or entities in certain cases, subject to our approval or other restrictions.

As of September 30, 2025, the current redemption value of Affiliate equity interests was $508.7 million, of which $273.5

million was presented as Redeemable non-controlling interests (including $30.3 million of consolidated Affiliate sponsored

investment products primarily attributable to third-party investors), and $235.2 million was included in Other liabilities. 

Although the timing and amounts of these purchases are difficult to predict, we paid $51.8 million for Affiliate equity purchases

and received $1.8 million for Affiliate equity issuances during the nine months ended September 30, 2025, and we expect net

purchases of approximately $110 million of Affiliate equity during the remainder of 2025.  In the event of a purchase, we

become the owner of the cash flow associated with the purchased equity.  See Notes 13 and 14 of our Consolidated Financial

Statements.

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Share Repurchases

Our Board of Directors authorized a share repurchase program in July 2024 to repurchase up to 5.4 million shares of our

common stock and this authorization has 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 nine months ended September 30, 2025, we repurchased 0.3 million and 1.9 million shares of our common

stock at an average price per share of $230.04 and $180.49, respectively.  As of September 30, 2025, there were a total of 3.4

million shares available for repurchase under our July 2024 share repurchase program.

Debt

The following table presents the carrying value of our outstanding indebtedness:

(in millions)	December 31, 2024		September 30, 2025
Senior bank debt	$—		$100.0
Senior notes	1,097.4		747.7
Junior subordinated notes	1,216.0		1,216.1
Junior convertible securities	341.7		341.7

The carrying value of our debt differs from the amount reported in the notes to our Consolidated Financial Statements, as

the carrying value of our debt in the table above is not reduced for debt issuance costs.

As of September 30, 2025 , the weighted average maturity of our outstanding non-senior bank debt is 23 years, all of which

is maturing in 2030 and beyond.  Our nearest term non-senior bank debt maturity 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 September 30, 2025, we had a $1.25 billion revolver which matures on November 15, 2029.  Subject to certain

conditions, we may increase the commitments under the revolver by up to an additional $500.0 million. 

As of September 30, 2025, we had outstanding borrowings under the revolver of $100.0 million, and we could borrow all

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

Senior Notes

In the third quarter of 2025, our $350.0 million 3.50% senior notes matured and were fully repaid.

As of September 30, 2025, we had senior notes outstanding, the respective principal terms of which are presented and

described below:

		2030 Senior Notes		2034 Senior Notes
Issue date		June 2020		August 2024
Maturity date		June 2030		August 2034
Par value (in millions)		$350.0		$400.0
Stated coupon		3.30%		5.50%
Coupon frequency		Semi-annually		Semi-annually

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, and at any time prior to May 20, 2034, in the

case of the 2034 senior notes.  In addition, the 2030 and 2034 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 and May 20, 2034, respectively.  We may also repurchase

senior notes in the open market or in privately negotiated transactions from time to time at management’s discretion.

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Junior Subordinated Notes

As of September 30, 2025, we had junior subordinated notes outstanding, the respective principal terms of which are

presented and described below:

		2059 Junior Subordinated Notes		2060 Junior Subordinated Notes		2061 Junior Subordinated Notes		2064 Junior Subordinated Notes
Issue date		March 2019		September 2020		July 2021		March 2024
Maturity date		March 2059		September 2060		September 2061		March 2064
Par value (in millions)		$300.0		$275.0		$200.0		$450.0
Stated coupon		5.875%		4.75%		4.20%		6.75%
Coupon frequency		Quarterly		Quarterly		Quarterly		Quarterly
NYSE Symbol		MGR		MGRB		MGRD		MGRE

As of September 30, 2025, 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

As of September 30, 2025, we had $341.7 million of principal outstanding in our 5.15% junior convertible trust preferred

securities (the “junior convertible securities”), maturing in 2037.  The junior convertible securities were issued by AMG Capital

Trust II, a Delaware statutory trust, in October 2007.  Each of the junior convertible securities represents an undivided

beneficial interest in the assets of the trust.  The trust’s only assets are junior subordinated convertible debentures issued to it by

us, and have substantially the same payment terms as the junior convertible securities.  We own all of the trust’s common

securities, and have fully and unconditionally guaranteed, on a subordinated basis, the payment obligations on the junior

convertible securities.  We do not consolidate the trust’s financial results into our Consolidated Financial Statements.

Holders of the junior convertible securities have no rights to put these securities to us.  Upon conversion, holders will

receive cash or shares of our common stock, or a combination thereof, at our election.  We may redeem the junior convertible

securities, subject to our stock trading at or above certain specified levels over specified periods, and may also repurchase junior

convertible securities in the open market or in privately negotiated transactions from time to time at management’s discretion. 

We did not repurchase any of our junior convertible securities during the nine months ended September 30, 2024 and 2025.

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 September 30, 2025, 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 September 30, 2025, our lease obligations were $10.3 million for the remainder of 2025, $56.7 million from 2026

through 2027, $48.2 million from 2028 through 2029, and $56.8 million thereafter.  The portion of these lease obligations

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attributable to the controlling interest were $3.1 million for the remainder of 2025, $9.1 million from 2026 through 2027, $6.8

million from 2028 through 2029, and $14.5 million thereafter.

Recent Accounting Developments

See Note 2 of our Consolidated Financial Statements.

Critical Accounting Estimates and Judgments

The following is an update to our 2024 Annual Report on Form 10‑K, which includes additional information about our

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

Indefinite-Lived Acquired Client Relationships

In the first quarter of 2025, we 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, we 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%.

While we believe all assumptions used in our assessments are reasonable and appropriate, changes in these estimates could

produce different values.  We performed a sensitivity analysis over the most relevant assumptions used in these assessments. 

Assuming all other assumptions remain constant, a decrease in the revenue growth rates over the next five years of 200 basis

points would result in an additional impairment amount of approximately $49 million, while an increase in the discount rate of

100 basis points would result in an additional impairment amount of approximately $91 million.  Further declines in assets

under management resulting from negative investment performance or net client outflows above our estimates could result in

additional future impairments.

For our indefinite-lived acquired client relationships, no other triggering events were identified during the three and nine

months ended September 30, 2025 that would indicate an impairment.

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 nine

months ended September 30, 2025.  Please refer to Item 7A of our 2024 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.

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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:

Period		Total Number of Shares Purchased(1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Average Price Paid Per Share		Maximum Number of Shares that May Yet Be Purchased Under Outstanding Plans or Programs(2)
July 1-31, 2025		12,620		$199.38		12,143		$198.97		3,673,899
August 1-31, 2025		109,127		218.99		108,682		218.97		3,565,217
September 1-30, 2025		213,747		237.44		213,747		237.44		3,351,470
Total		335,494		$230.01		334,572		$230.04

___________________________ 

(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 a share repurchase program in July 2024 to repurchase up to 5.4 million shares of our

common stock, and this authorization has 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 September 30, 2025, there were a total of 3.4 million shares available for repurchase under our July

2024 share repurchase program.

Item 6.Exhibits

The exhibits are listed on the Exhibit Index below.

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EXHIBIT INDEX

Exhibit No.		Description
31.1		Certification of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2		Certification of Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101		The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 are filed herewith, formatted in XBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the nine-month periods ended September 30, 2025 and 2024, (ii) the Consolidated Statements of Comprehensive Income for the nine-month periods ended September 30, 2025 and 2024, (iii) the Consolidated Balance Sheets at September 30, 2025 and December 31, 2024, (iv) the Consolidated Statements of Changes in Equity for the nine-month periods ended September 30, 2025 and 2024, (v) the Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2025 and 2024, and (vi) the Notes to the Consolidated Financial Statements
104		The cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in XBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101

*Filed herewith

**Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

	AFFILIATED MANAGERS GROUP, INC. (Registrant)
November 6, 2025	/s/ DAVA E. RITCHEA
	Dava E. Ritchea on behalf of the Registrant as Chief Financial Officer (and also as Principal Financial and Principal Accounting Officer)

FAQ

What were AMG (AMG) Q3 2025 revenue and EPS?

Q3 revenue was $528.0 million and diluted EPS was $6.87.

How did AMG’s net income change in Q3 2025?

Net income attributable to controlling interest increased to $212.4 million from $123.6 million a year ago.

What transactions affected AMG’s results this quarter?

AMG recorded $127.6 million of affiliate transaction gains from the Peppertree sale and reported higher equity method income.

What is AMG’s cash and debt position as of September 30, 2025?

Cash was $476.1 million; total debt was $2,371.6 million, including $100.0 million drawn on the revolver.

Did AMG repurchase shares in 2025?

Yes. Share repurchases totaled $352.1 million year to date.

What subsequent event did AMG disclose regarding Comvest?

On November 3, 2025, AMG completed a partial sale of Comvest for approximately $285 million in cash.

How many AMG shares were outstanding recently?

There were 28,128,908 common shares outstanding as of November 4, 2025.