UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 1222, 2026

AFFILIATED MANAGERS GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction ~~of Incorporation)~~

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~~Principal ~~executive~~Executive ~~offices~~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 ☐

~~ITEM~~If ~~2.02~~an ~~Results~~emerging ofgrowth ~~Operations~~company, ~~and~~indicate ~~Financial~~by ~~Condition~~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. ☐

OnITEM ~~February 12, 2026, Affiliated Managers Group, Inc~~5.02 ~~(the~~Departure ~~“Company”)~~of ~~issued~~Directors aor ~~press~~Certain ~~release~~Officers; ~~setting~~Election ~~forth~~of ~~its~~Directors; ~~financial~~Appointment ~~and~~of ~~operating~~Certain ~~results~~Officers; ~~for~~Compensatory ~~the~~Arrangements ~~quarter and year ended December 31, 2025. A copy~~ of ~~the~~Certain ~~press release is furnished as Exhibit 99~~Officers.~~1 hereto, except for such portions which are filed, as noted below under Item 9.01.~~

~~ITEM~~On 8February 26, 2026, Affiliated Managers Group, Inc.01 ~~Other~~(the ~~Events~~“Company”) announced the appointment of G. Staley Cates to its Board of Directors (the “Board”), as an independent director, effective April 1, 2026.

~~The~~Mr. Cates ~~press~~served ~~release~~as ~~announced~~the ~~that~~Vice Chairman of Southeastern Asset Management, Inc. (“Southeastern”), an independent global investment management firm, from 2015 through 2024, having served as President from 1989 through 2015 after joining Southeastern in 1986. Mr. Cates is a Co-Founder of the ~~Company’s~~New ~~Board~~Hope Christian Academy, was a founding board member of ~~Directors~~the ~~authorized~~Soulsville Foundation, and ~~declared~~was athe ~~quarterly~~Founding ~~dividend~~Chairman of $0the Memphis Grizzlies Charitable Foundation and of the Board of Crosstown Concourse.01 ~~per~~He ~~share~~serves as the Chairman of ~~common~~the ~~stock~~Poplar Foundation, ~~payable~~which ~~March~~supports 9various educational initiatives in Memphis, ~~2026~~and was the Governor’s appointee to ~~stockholders~~the ofTransition ~~record~~Planning asCommission for the consolidation of Memphis City and Shelby County schools between 2011 and 2012. Mr. Cates received a B.A. from the ~~close~~University of ~~business~~Texas onat ~~February~~Austin ~~23,~~and ~~2026~~is a Chartered Financial Analyst.

~~The~~Mr. Cates ~~press~~will ~~release~~participate ~~further~~in ~~announced that~~ the ~~Board~~Company’s ofcustomary ~~Directors~~director ~~authorized~~compensation ~~an additional share repurchase~~ program., ~~Under~~as ~~this~~described ~~program,~~in the Company’s ~~may~~proxy ~~repurchase~~statement upfor toits ~~4.2~~most ~~million~~recent ~~shares~~annual meeting of ~~its~~stockholders ~~issued~~ and ~~outstanding~~in ~~shares~~the ofCompany’s ~~common~~periodic ~~stock.~~filings ~~Purchases~~with ~~may~~the beSecurities ~~made~~and ~~from~~Exchange ~~time~~Commission to(“SEC”). ~~time,~~In ~~at management's discretion~~addition, inMr. Cates and the ~~open~~Company ~~market~~will orenter ininto ~~privately~~the ~~negotiated~~Company’s ~~transactions,~~standard ~~including~~indemnification ~~through~~agreement ~~the~~for ~~use~~directors ofand ~~trading~~executive ~~plans~~officers, ~~under~~a ~~Rule~~form ~~10b5-1~~ of ~~the~~which ~~Securities~~has ~~Exchange~~been ~~Act~~previously offiled ~~1934,~~by asthe ~~amended,~~Company aswith ~~well~~the asSEC. ~~pursuant~~There tois ~~one~~no arrangement or ~~more~~understanding ~~accelerated~~between ~~share~~Mr. Cates ~~repurchase programs~~ or any other ~~share~~person ~~repurchase~~pursuant ~~strategies~~to ~~that~~which ~~may~~he ~~include~~was ~~derivatives~~elected oras ~~forward~~a ~~contracts.~~director ~~This~~of ~~additional~~the ~~authorization~~Company, ~~combined~~and ~~with~~there ~~the~~are ~~remaining~~no ~~shares~~familial ~~available~~relationships ~~for~~between ~~purchase~~him ~~under~~and any of the Company’s ~~July~~directors ~~2024~~or ~~program~~executive officers. Mr. Cates, ~~provides~~including ~~for~~his aimmediate ~~total~~family ofmembers, ~~approximately~~is 6not ~~million~~a ~~shares~~party, ~~available~~directly ~~for~~or ~~repurchase~~indirectly, ~~under~~to ~~the~~any ~~Company’s~~related ~~share~~person ~~repurchase~~transaction ~~programs,~~required ~~which~~to dobe ~~not~~reported ~~expire~~pursuant to Item 404(a) of Regulation S-K.

Separately, on February 22, 2026, Karen L. Alvingham notified the Company of her decision to retire from the Board, effective April 1, 2026.

On February 26, 2026, the Company also announced the re-appointment of Jay C. Horgen as President of the Company, effective April 1, 2026. Mr. Horgen will also continue to serve as Chief Executive Officer.

Information about Mr. Horgen required under Item 401(b), (d) and (e), and Item 404(a) of Regulation S-K is incorporated by reference from the Company’s definitive proxy statement on Schedule 14A for its 2025 annual meeting of stockholders, filed on April 11, 2025.

ITEM 7.01

Regulation FD Disclosure.

On February 26, 2026, the Company issued a press release announcing the matters described above, which is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The financial highlights table set forth on page 1 and the financial tables set forth on pages 3 through 9 in Exhibit 99.1 hereto are “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended. The remaining information in Exhibit 99.1 is being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K.


Exhibit No.		Description

99.1		Press Release issued by the Company on February 26, 2026.

104		Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

			Exhibit No.						Description
			99.1						Earnings Press Release issued by the Company on February 12, 2026
			104						Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

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.

~~AFFILIATED MANAGERS GROUP, INC.~~

Date: February 12, 2026

By:

/s/ Kavita Padiyar

Date: February 26, 2026

By:

/s/ Kavita Padiyar

Name:

Kavita Padiyar

~~Name:~~

~~Kavita Padiyar~~

Title:

General Counsel and Corporate Secretary

~~Title:~~

~~General Counsel and Corporate Secretary~~

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