AFFILIATED MANAGERS GROUP, INC. (AMG)

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, 2025, 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 access to

growth capital, product strategy and development, capital formation capabilities, incentive alignment and succession

planning, and strategic advisory to expand their reach, diversify their business, and enhance their long-term success.  As of

June 30, 2026, our aggregate assets under management were approximately $942 billion across a diverse range of private

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

In the first quarter of 2026, we completed our agreement with Brown Brothers Harriman (“BBH”) to acquire a minority

equity interest in BBH Credit Partners, BBH’s taxable fixed income and credit franchise, our additional minority investment

in Garda Capital Partners LP (“Garda”), a liquid alternatives manager specializing in fixed income relative value strategies

and an Affiliate since 2019, and our minority investment in HighBrook Investors (“HighBrook”), a private markets manager

specializing in real estate assets.  Following the close of the transactions, Affiliate management continues to hold a majority

of the equity of the respective businesses and directs the day-to-day operations, and, with respect to Garda, our investment

continues to be accounted for under the equity method.

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.

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The following table presents our key aggregate operating performance measures:

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 equities and

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

alternatives and multi-asset and fixed income products, average assets under management generally represents an average of the

assets at the beginning or end of each month during the applicable period.  Average assets under management for private

markets products generally represents total commitments or invested assets under management.

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 Affiliates’ strategies earn performance-based fees based on the

performance generated by their investment products.  For the three months ended June 30, 2026, assets under management

increased $60.4 billion or 7%, and for the six months ended June 30, 2026, assets under management increased $129.1 billion

or 16%.  These increases were driven by net client cash flows and market appreciation, and for the six months ended June 30,

2026, the increase was also due to the addition of assets associated with new Affiliate investments.  We continue to see client

demand for alternative strategies; broad-based demand for our Affiliates’ liquid alternative and private markets strategies

generated strong net inflows in the quarter, while our Affiliates’ equity strategies experienced net outflows in line with trends

across the industry. As we continue to execute our growth strategy by investing in new and existing Affiliates, as well as in

AMG’s strategic capabilities, we expect our business mix to further evolve and diversify, expanding our exposure to in-demand

strategies in both private markets and liquid alternatives, and better positioning AMG to continue to benefit from industry

growth trends.

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

June 30, 2026:

_________________________

(1)Attributable to the myCIO Transaction as of the closing date.

(2)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.

(3)Other includes product transitions and reclassifications.

(4)Attributable to BBH Credit Partners and HighBrook as of their r

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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following executive overview, which summarizes the significant trends affecting our results of operations and financial

condition, as well as the remainder of this Management’s Discussion and Analysis of Financial Condition and Results of

Operations of Affiliated Managers Group, Inc. and its subsidiaries, should be read in conjunction with the “Forward-Looking

Statements” section set forth in Part I, the “Risk Factors” section set forth in Item 1A of Part I and with our Consolidated

Financial Statements and the notes thereto contained elsewhere in this Annual Report on Form 10-K, and in any more recent

filings with the SEC.

Our discussion and analysis of the key operating performance measures and financial results for fiscal year 2025

compared to fiscal year 2024 is included herein.  For discussion and analysis of fiscal year 2024 compared to fiscal year 2023,

please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II

in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on

February 14, 2025.

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 access to

growth capital, product strategy and development, capital formation capabilities, incentive alignment and succession

planning, and strategic advisory to expand their reach, diversify their businesses, and enhance their long-term success.  As of

December 31, 2025, our aggregate assets under management were approximately $813 billion across a diverse range of

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

In 2025, we advanced our strategy of allocating capital to areas of durable client demand by entering into four new

partnerships with independent firms collectively managing approximately $23 billion in alternative strategies, announcing a

strategic partnership with Brown Brothers Harriman (“BBH”), and further expanding our U.S. wealth platform.

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.

In the fourth quarter of 2025, we completed our minority investments in Montefiore Investment (“Montefiore”), a

European private equity firm focused on the services sector, and Qualitas Energy, a renewables-focused global infrastructure

manager specializing in energy transition.  We also announced a strategic partnership with 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.  The transaction was completed in January 2026.

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.

On February 12, 2026, we announced the completion of our additional minority investment in Garda Capital Partners LP

(“Garda”), a liquid alternatives manager specializing in fixed income relative value strategies and an Affiliate since 2019, and

our minority investment in HighBrook Investors (“HighBrook”), a private markets manager specializing in real estate assets.

Following the close of the transactions, our investment in Garda continues to be accounted for under the equity method and

Affiliate management continues to hold a majority of the equity of the respective businesses and directs the day-to-day

operations.

While Affiliates typically partner with AMG to preserve their independence and partnership culture, evolving conditions

may lead an Affiliate to consider strategic alternatives; consistent with our partnership approach, in such instances, we

collaborate with Affiliates to evaluate these options.  When strategic transactions occur, they typically enhance our flexibility

to execute our growth strategy and return capital to shareholders, as we deploy the resulting proceeds in accordance with our

disciplined capital allocation framework.

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In the third quarter of 2025, we completed the 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 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 TPG Class A common shares,

all of which we have since sold.  Our gain from the transaction was $127.6 million.

In November 2025, Comvest Partners (“Comvest”) completed the previously announced agreement to sell its private

credit business to Manulife Financial Corporation (the “Comvest Transaction”).  Pursuant to the terms of the agreement, we

received total cash consideration of $282.0 million for our portion of Comvest’s private credit business and our gain from the

transaction was $227.6 million.

In December 2025, we completed the sale of our minority equity interest in Montrusco Bolton Investments Inc.

(“Montrusco Bolton”) to Walter Global Asset Management Inc. (the “Montrusco Bolton Transaction”).  Pursuant to the terms

of the agreement, we received total cash consideration of $22.0 million and our gain from the transaction was $16.2 million.

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:

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 equities and

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

alternatives and multi-asset and fixed income products, average assets under management generally represents an average of the

assets at the beginning or end of each month during the applicable period.  Average assets under management for private

markets products generally represents total commitments or invested assets under management.

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.  For the year ended December 31, 2025, assets under management

increased $105.4 billion or 15% driven by a combination of investment performance generated across our Affiliates, net client

cash inflows, and the addition of assets associated with new partnerships with Affiliates operating in growing areas within

alternative strategies.  Client demand for alternative strategies continued in 2025, with strong net inflows into liquid alternative

strategies and momentum in private markets fundraising, which more than offset net outflows in equity strategies — an area

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that continues to face headwinds in line with industry trends — and the removal of assets under management associated with

the sale of certain minority equity interests in Affiliates completed during the year.  As we continue to execute our growth

strategy by investing in new and existing Affiliates, as well as in AMG’s strategic capabilities, we expect our business mix to

further evolve, expanding our exposure to in-demand strategies in both private markets and liquid alternatives, better

positioning AMG to continue to benefit from industry growth trends with an increasingly diversified business profile.

The following table presents changes in our assets under management by strategy:

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