UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 128, 2022

MANNING & NAPIER, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-35355

45-2609100

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

290 Woodcliff Drive, Fairport, New York 14450

(Address of principal executive offices, including zip code)

(585) 325-6880

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐

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		~~TradingSymbol~~Trading Symbol		Name of each ~~exchangeon~~exchange on which registered
Class A Common Stock, $0.01 par value per share		MN		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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events

Manning & Napier, Inc. (the “Company”) ~~has~~announced previously ~~disclosed~~ that it ishad ~~party~~entered tointo ~~(i) a~~the ~~Tax~~Agreement ~~Receivable~~and ~~Agreement,~~Plan of Merger (the “~~TRA~~Merger Agreement”), dated as of ~~November~~March 2331, ~~2011~~2022, ~~pursuant~~by toand ~~which~~among ~~the~~Callodine ~~parties~~Midco, ~~thereto agreed~~Inc., ~~among~~a ~~other~~Delaware ~~things~~corporation (“Parent”), ~~that~~Callodine ~~the~~Merger ~~Company~~Sub, ~~would~~Inc., ~~make~~a ~~payments~~Delaware tocorporation ~~certain~~and ~~parties~~a ~~upon~~wholly-owned ~~the~~subsidiary ~~occurrence~~ of ~~certain~~Parent ~~events~~(“Corp ~~and~~Merger ~~(ii~~Sub”) , Callodine Merger Sub, LLC, a ~~Substitution~~Delaware ~~and~~limited ~~Assumption~~liability ~~Agreement~~company and ~~Release~~a ~~(the~~wholly-owned ~~“SAAR”)~~subsidiary of Corp Merger Sub, ~~dated~~the asCompany, ofand ~~December~~Manning 31& Napier Group, ~~2021~~LLC, ~~pursuant~~a toDelaware ~~which~~limited ~~the~~liability ~~parties~~company, ~~thereto~~pursuant ~~agreed~~to which, among the other things, toCorp ~~have~~Merger Sub will be merged with and into the Company ~~assume~~(the ~~certain~~“Corp ~~obligations~~Merger”), towith ~~make~~the ~~payments~~Company toas ~~certain~~the ~~parties~~surviving corporation in ~~respect of~~ the ~~TRA~~Corp Merger.

~~Effective~~On ~~as of~~ September 128, 2022, the Company ~~entered~~delivered ~~into~~to ~~Tax~~Parent ~~Receivable Termination Agreement and Releases (each,~~ a ~~“Termination~~confirmatory ~~Agreement”)~~notice with certain counterparties each holding an interest in the TRA (each, a “Terminating TRA Holder”). Pursuant to each Termination Agreement, the Company and each Terminating TRA Holder agreed to terminate both the TRA and SAAR as between the Company and that ~~Terminating TRA Holder in exchange for, among other things, an immediate cash payment from~~ the Company tothereby ~~each~~extends ~~Terminating TRA Holder. In connection with~~ the Termination ~~Agreements,~~Date ~~the~~(as ~~Company~~defined ~~will make an immediate cash payment of $7,075,600,~~ in the ~~aggregate,~~Merger Agreement) to ~~all Terminating TRA Holders~~December 1, ~~and~~2022 ~~will be required to make an additional cash payment to each Terminating TRA Holder following~~ (the ~~Company’s~~“Notice ~~receipt~~ of aOutside ~~refund~~Date ~~of U.S. federal (and~~Extension”), ifin ~~applicable,~~accordance ~~state~~with ~~and local~~Section 7.1(b)(i) ~~income~~of ~~taxes paid with respect to~~ the ~~Company’s~~Merger ~~2013 taxable year as a result of carrying back losses from its 2018 taxable year~~Agreement. The ~~Terminating~~Corp ~~TRA~~Merger ~~Holders~~remains ~~held~~subject ~~approximately~~to ~~56%~~regulatory ofclearance ~~the aggregate outstanding interests under the TRA. Following consummation of the transactions contemplated~~ by the ~~Termination~~New ~~Agreements,~~Hampshire ~~the~~Banking ~~Company~~Department ~~estimates~~and ~~that~~ the ~~total~~Financial ~~outstanding~~Industry ~~remaining~~Regulatory ~~liability~~Authority, ~~under~~and the ~~TRA~~satisfaction ~~will~~or bewaiver ~~approximately~~of ~~$8.0 million~~other ~~(including~~customary ~~amounts~~closing ~~owed to the Terminating TRA Holders in connection with the anticipated tax refund describe above)~~conditions. ~~Additionally,~~The inparties ~~connection~~currently ~~with~~expect ~~the~~to ~~Termination~~close ~~Agreements,~~ the ~~Company~~transaction ~~entered into an intercompany note with Manning & Napier Group, LLC with an aggregate principal amount of $7,075,600,~~ in ~~order~~October ~~to fund the payments required by the Termination Agreements~~2022.

A ~~form~~copy ~~Termination~~of ~~Agreement~~the Notice of Outside Date Extension is filed ~~with~~as Exhibit 99.1 to this Current Report on Form 8-K ~~as Exhibit 10.1~~ and is incorporated herein by reference. On September 28, ~~and~~2022, the ~~foregoing~~Company ~~description~~issued a press release announcing the delivery of the ~~Termination~~Notice ~~Agreements~~of Outside Date Extension. A copy of the press release is ~~qualified~~filed inas ~~its~~Exhibit ~~entirety~~99.2 to this Current Report on Form 8-K and incorporated herein by reference ~~thereto~~.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
Exhibit No.		Description
10.1		Form of Tax Receivable Termination Agreement and Release, effective as of September 1, 2022, by and between the Company and certain holders of interests in the Tax Receivables Agreement dated as of November 23, 2011.
99.1		Notice of Outside Date Extension, dated September 28, 2022
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.2		Press release, dated September 28, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 28, 2022

MANNING & NAPIER, INC.

/s/ Sarah C. Turner

Sarah C. Turner

Corporate Secretary

Date: September 8, 2022

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