Affiliated Managers Group (NYSE: AMG) to redeem 5.15% convertible trust preferreds in cash

Rhea-AI Filing Summary

Affiliated Managers Group, Inc. announced that it has delivered a notice of redemption for all outstanding 5.15% Convertible Trust Preferred Securities due 2037 issued by AMG Capital Trust II. The company will redeem these securities on December 29, 2025 at a cash price equal to 100% of their principal amount plus any accrued and unpaid interest up to, but excluding, the redemption date.

Holders may choose to convert their preferred securities before the redemption date, and the company intends to settle any such conversion obligations entirely in cash. AMG plans to use net proceeds from its previously announced senior notes offering, if that offering is completed, to redeem and settle obligations related to these preferred securities, as part of an effort to simplify its capital structure while keeping a long-duration debt profile. The redemption is not conditioned on completion of the senior notes offering.

Insights

Capital structure and credit analyst

AMG is redeeming its 5.15% convertible trust preferreds and refinancing with senior notes.

Affiliated Managers Group is calling all outstanding 5.15% Convertible Trust Preferred Securities due 2037, with a cash redemption scheduled for December 29, 2025 at 100% of principal plus accrued interest. This removes a legacy hybrid, convertible instrument from the structure and replaces it, if the senior notes offering is completed, with straight senior debt, which is typically simpler to analyze for creditors.

The company states an intention to use net proceeds from its previously announced senior notes offering, if consummated, to fund the redemption and related settlement obligations. It also notes that holders who convert before the redemption date will be paid entirely in cash, which avoids incremental share issuance from this security. The stated goal is to simplify the capital structure while maintaining a long-duration debt profile, so the economic impact will depend on the size, coupon, and terms of the new senior notes relative to the redeemed securities.

false 0001004434 0001004434 2025-12-08 2025-12-08 0001004434 us-gaap:CommonStockMember 2025-12-08 2025-12-08 0001004434 amg:FivePointEightSeventyFiveJuniorSubordinatedNotesDue2059Member 2025-12-08 2025-12-08 0001004434 amg:FourPointSeventyFiveJuniorSubordinatedNotesDue2060Member 2025-12-08 2025-12-08 0001004434 amg:FourPointTwoJuniorSubordinatedNotesDue2061Member 2025-12-08 2025-12-08 0001004434 amg:SixPointSeventyFiveJuniorSubordinatedNotesDue2064Member 2025-12-08 2025-12-08

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): December 8, 2025

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 8.01 Other Events.

On December 8, 2025, Affiliated Managers Group, Inc. (the “Company”) delivered a notice of redemption (the “Redemption Notice”) for all of the outstanding 5.15% Convertible Trust Preferred Securities due 2037 of AMG Capital Trust II (the “Preferred Securities”), which were issued pursuant to the Amended and Restated Declaration of Trust, dated as of October 17, 2007, by and among the Company, U.S. Bank Trust Company, National Association, as property trustee and institutional administrator, and certain other parties thereto. Pursuant to the Redemption Notice, on December 29, 2025 (the “Redemption Date”), the Company will redeem any and all outstanding Preferred Securities at a redemption price in cash equal to 100% of the principal amount of such Preferred Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. To the extent holders of Preferred Securities validly deliver a conversion notice with respect to Preferred Securities prior to the Redemption Date in accordance with applicable terms, the Company intends to satisfy any related obligations entirely in cash.

The Company intends to use the net proceeds from its previously announced offering of senior notes, if consummated (the “Offering”), to redeem and otherwise settle its obligations with respect to the Preferred Securities. This contemplated refinancing of the Preferred Securities is intended to simplify the Company’s capital structure while maintaining its long duration debt profile. The redemption of the Preferred Securities is not conditioned upon the consummation of the Offering or any other financing condition.

This Current Report on Form 8-K is not an offer to sell or a solicitation of an offer to buy any security, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Current Report on Form 8-K similarly does not constitute a notice of redemption with respect to the Preferred Securities.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K constitute “forward-looking statements,” including within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include, but are not limited to, all statements other than those made solely with respect to historical facts and include, but are not limited to, statements regarding the Offering, the terms of and use of proceeds from the Offering, and the consummation of the redemption of the Preferred Securities. The words “will,” “believe,” “expect,” “anticipate,” “continue,” “look forward to,” “well-positioned to,” “remains,” “further,” “estimate,” “forecast,” “goals,” “targets,” and similar words and expressions are intended to identify such forward-looking statements. In addition, numerous risks, uncertainties, and other factors may cause actual results to differ materially from those expressed in any forward-looking statements, many of which are beyond the Company’s control or are difficult to predict. These risks, uncertainties, and other factors include, but are not limited to, whether or not the Offering will be consummated and the terms, size, timing, and use of proceeds from the Offering, including with respect to the redemption of the Preferred Securities, as well as those described under the section entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The Company undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by applicable law.

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: December 8, 2025				By:		/s/ Kavita Padiyar
				Name:		Kavita Padiyar
				Title:		General Counsel and Corporate Secretary

FAQ

What did Affiliated Managers Group (AMG) announce in this 8-K filing?

Affiliated Managers Group, Inc. disclosed that it has delivered a notice of redemption for all outstanding 5.15% Convertible Trust Preferred Securities due 2037 of AMG Capital Trust II, with a planned cash redemption on December 29, 2025 at 100% of principal plus accrued and unpaid interest.

When will AMG redeem the 5.15% Convertible Trust Preferred Securities due 2037?

AMG plans to redeem any and all outstanding 5.15% Convertible Trust Preferred Securities due 2037 on December 29, 2025, paying 100% of the principal amount plus accrued and unpaid interest up to, but excluding, that date.

How will holders of AMG's 5.15% Convertible Trust Preferred Securities be paid?

On the redemption date, holders will receive a cash amount equal to 100% of the principal of the securities being redeemed plus any accrued and unpaid interest. If holders convert their securities before the redemption date, AMG intends to satisfy related obligations entirely in cash.

How does AMG plan to fund the redemption of the 5.15% Convertible Trust Preferred Securities?

AMG states that it intends to use the net proceeds from its previously announced senior notes offering, if consummated, to redeem and otherwise settle its obligations related to the 5.15% Convertible Trust Preferred Securities as part of a contemplated refinancing.

Is the redemption of AMG's preferred securities dependent on the senior notes offering closing?

No. AMG explicitly states that the redemption of the Preferred Securities is not conditioned upon the consummation of the senior notes offering or any other financing condition, even though it currently intends to use proceeds from that offering if completed.

Why is AMG redeeming the 5.15% Convertible Trust Preferred Securities due 2037?

AMG explains that the contemplated refinancing and redemption of the 5.15% Convertible Trust Preferred Securities due 2037 is intended to simplify the company’s capital structure while still maintaining its long duration debt profile.

Can investors rely on this 8-K as a notice of redemption for AMG's preferred securities?

No. The company clarifies that this report does not constitute a notice of redemption with respect to the Preferred Securities and is also not an offer to sell or solicitation of an offer to buy any security.