AMG (NYSE: AMG) President and COO Wojcik exits with staged cash package

Rhea-AI Filing Summary

Affiliated Managers Group reported that Thomas M. Wojcik will step down as President and Chief Operating Officer effective March 6, 2026. His responsibilities will be reassigned to other senior leaders, rather than filled by a single replacement role.

In connection with his departure and continued service through the Departure Date, Wojcik is scheduled to receive $5,025,000 in cash payments in 2026, contingent on signing and re-signing a separation and release agreement covering non-competition, non-solicitation, confidentiality, and related terms. If he satisfactorily fulfills ongoing obligations to the company through early 2027, including limits on competitive activity, he will receive an additional $11,050,000 cash payment in the first quarter of 2027.

Wojcik will forgo any long-term or short-term incentive compensation for performance years 2025 and 2026, and all of his unvested equity awards will be cancelled on the Departure Date, meaning he will not retain future equity-based upside from those awards.

Insights

Corporate governance and compensation analyst

AMG restructures leadership as its President/COO departs with cash-based, condition-heavy separation terms.

Affiliated Managers Group disclosed that President and COO Thomas M. Wojcik will leave effective March 6, 2026, with his duties spread across the senior team. This points to a leadership reallocation rather than an immediate like-for-like executive replacement.

The separation economics are heavily cash-based: a $5,025,000 payment in 2026 tied to a separation and release agreement, plus $11,050,000 in early 2027 if he complies with ongoing non-compete and related obligations. In exchange, he forfeits all unvested equity and incentive awards for 2025–2026.

For investors, the key issues are leadership continuity and alignment. Cancelling unvested equity reduces his future participation in equity upside, while sizeable, staged cash payments and restrictive covenants are designed to secure cooperation and limit competitive activity during the transition. Subsequent disclosures on how responsibilities are permanently restructured will clarify long-term governance impacts.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 10, 2026

AFFILIATED MANAGERS GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-13459		04-3218510
(Commission File Number)		(IRS Employer Identification No.)

777 South Flagler Drive, West Palm Beach, Florida 33401

(Address of Principal Executive Offices)

(800) 345-1100

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2026, Affiliated Managers Group, Inc. (the “Company”) announced that Thomas M. Wojcik will be stepping down as the Company’s President and Chief Operating Officer, effective on March 6, 2026 (the “Departure Date”). Upon Mr. Wojcik’s departure, his responsibilities will be allocated to other members of the senior leadership team.

In connection with Mr. Wojcik’s departure, subject to his execution and re-execution of a separation and release agreement that includes provisions addressing non-competition, non-solicitation, confidentiality, and related matters, and in connection with retaining Mr. Wojcik’s services through the Departure Date, Mr. Wojcik will receive cash payments in the aggregate amount of $5,025,000 in 2026. In addition, subject to Mr. Wojcik’s satisfactory fulfillment of ongoing obligations to the Company through early 2027, including with respect to his engagement in competitive activity, Mr. Wojcik will receive a cash payment of $11,050,000, to be paid in the first quarter of 2027. Mr. Wojcik will not otherwise receive any long-term or short-term incentive compensation for performance years 2025 or 2026, and all of his then-outstanding unvested equity awards will be cancelled and terminated on the Departure Date.

2

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 hereunto duly authorized.

				AFFILIATED MANAGERS GROUP, INC.
Date: February 12, 2026				By:		/s/ Kavita Padiyar
				Name:		Kavita Padiyar
				Title:		General Counsel and Corporate Secretary

3

FAQ

What leadership change did Affiliated Managers Group (AMG) disclose in this 8-K?

Affiliated Managers Group disclosed that President and Chief Operating Officer Thomas M. Wojcik will step down effective March 6, 2026. His responsibilities will be redistributed among other senior leaders rather than filled by a single direct successor, indicating a broader internal leadership realignment.

What cash payments will Thomas M. Wojcik receive in connection with his departure from AMG?

Thomas M. Wojcik is scheduled to receive cash payments totaling $5,025,000 in 2026, contingent on signing and re-signing a separation and release agreement. He may receive an additional $11,050,000 in the first quarter of 2027 if he meets ongoing obligations through early 2027.

What conditions are attached to Thomas M. Wojcik’s separation payments from AMG?

The payments are conditioned on his execution and re-execution of a separation and release agreement that includes non-competition, non-solicitation, confidentiality, and related provisions. The additional 2027 payment also depends on satisfactory fulfillment of ongoing obligations, including limits on competitive activity, through early 2027.

Will Thomas M. Wojcik receive AMG incentive compensation for 2025 and 2026?

No. The filing states that Thomas M. Wojcik will not receive any long-term or short-term incentive compensation for performance years 2025 or 2026. In addition, all of his then-outstanding unvested equity awards will be cancelled and terminated on the March 6, 2026 Departure Date.

How will AMG handle Thomas M. Wojcik’s responsibilities after his March 2026 departure?

Affiliated Managers Group plans to allocate Thomas M. Wojcik’s responsibilities among other members of the senior leadership team after his March 6, 2026 Departure Date. The company does not describe creating a new, single replacement role for President and Chief Operating Officer in this disclosure.

What restrictive covenants apply to Thomas M. Wojcik after leaving AMG?

The separation and release agreement includes provisions addressing non-competition, non-solicitation, confidentiality, and related matters. Continued eligibility for his separation payments, especially the additional 2027 cash payment, depends on his satisfactory fulfillment of these ongoing obligations through early 2027.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 24.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.4 KB