AFFILIATED MANAGERS GROUP, INC.

Current report (Form 8-K) · Jun 9, 2026 · Material agreement · New debt obligation · Financial statements

Company

Documents

Primary topic

Material agreement

Filed

Jun 9, 2026

Filing summary Workforce analysis SEC documents(8)Filing text Exhibits(1)

Type

8-K

File

d155271d8k.htm

Document text
8-K · d155271d8k.htm 0001004434 2026-06-09 2026-06-09 0001004434 us-gaap:CommonStockMember 2026-06-09 2026-06-09 0001004434 amg:FivePointEightSeventyFiveJuniorSubordinatedNotesDue2059Member 2026-06-09 2026-06-09 0001004434 amg:FourPointSeventyFiveJuniorSubordinatedNotesDue2060Member 2026-06-09 2026-06-09 0001004434 amg:FourPointTwoJuniorSubordinatedNotesDue2061Member 2026-06-09 2026-06-09 0001004434 amg:SixPointSeventyFiveJuniorSubordinatedNotesDue2064Member 2026-06-09 2026-06-09 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): June 9, 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.) 1001 U.S. Highway One North , Jupiter , Florida 33477 (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 1.01 Entry into a Material Definitive Agreement. On June 9, 2026, Affiliated Managers Group, Inc. (the “Company”) entered into a Fourth Amended and Restated Credit Agreement (the “Revolving Credit Agreement”), providing for a $1.25 billion senior unsecured multicurrency revolving credit facility maturing on June 9, 2031, with Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, and the other lending institutions from time to time party thereto, which amended and restated the Company’s existing Third Amended and Restated Credit Agreement, dated as of November 15, 2024. Subject to certain conditions, the Company may increase the commitments under the Revolving Credit Agreement by up to $750 million. Borrowings under the Revolving Credit Agreement may be used for working capital and other general corporate purposes, including investments in new and existing Affiliates, repayment of debt, repurchases of the Company’s common stock, and the payment of cash dividends on the Company’s common stock. Certain of the lenders under the Revolving Credit Agreement and their affiliates have provided, and may in the future provide, investment banking, underwriting, trust, or other advisory or commercial services to the Company and its subsidiaries and Affiliates. The Revolving Credit Agreement contains certain financial covenants with respect to leverage and interest coverage, as well as customary affirmative and negative covenants, including limitations on priority indebtedness, asset dispositions and fundamental corporate changes, and certain customary events of default which could result in acceleration of amounts due. Many of these conditions and restrictions are subject, however, to certain minimum thresholds and exceptions. This description is a summary and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated by reference as though fully set forth herein. ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 2 ITEM 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Fourth Amended and Restated Credit Agreement, dated as of June 9, 2026, by and among Affiliated Managers Group, Inc., Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, and the other lending institutions from time to time party thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 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: June 9, 2026 By: /s/ Kavita Padiyar Name: Kavita Padiyar Title: General Counsel and Corporate Secretary 4

Document text

8-K · d155271d8k.htm

0001004434 2026-06-09 2026-06-09 0001004434 us-gaap:CommonStockMember 2026-06-09 2026-06-09 0001004434 amg:FivePointEightSeventyFiveJuniorSubordinatedNotesDue2059Member 2026-06-09 2026-06-09 0001004434 amg:FourPointSeventyFiveJuniorSubordinatedNotesDue2060Member 2026-06-09 2026-06-09 0001004434 amg:FourPointTwoJuniorSubordinatedNotesDue2061Member 2026-06-09 2026-06-09 0001004434 amg:SixPointSeventyFiveJuniorSubordinatedNotesDue2064Member 2026-06-09 2026-06-09
  
  
 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): June 9, 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.)

 1001 U.S. Highway One North , Jupiter , Florida 33477
 (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 1.01
 Entry into a Material Definitive Agreement.

 On June 9, 2026, Affiliated Managers Group, Inc. (the “Company”) entered into a Fourth Amended and Restated Credit Agreement (the “Revolving Credit Agreement”), providing for a $1.25 billion senior unsecured multicurrency revolving credit facility maturing on June 9, 2031, with Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, and the other lending institutions from time to time party thereto, which amended and restated the Company’s existing Third Amended and Restated Credit Agreement, dated as of November 15, 2024. Subject to certain conditions, the Company may increase the commitments under the Revolving Credit Agreement by up to $750 million.
 Borrowings under the Revolving Credit Agreement may be used for working capital and other general corporate purposes, including investments in new and existing Affiliates, repayment of debt, repurchases of the Company’s common stock, and the payment of cash dividends on the Company’s common stock.
 Certain of the lenders under the Revolving Credit Agreement and their affiliates have provided, and may in the future provide, investment banking, underwriting, trust, or other advisory or commercial services to the Company and its subsidiaries and Affiliates.
 The Revolving Credit Agreement contains certain financial covenants with respect to leverage and interest coverage, as well as customary affirmative and negative covenants, including limitations on priority indebtedness, asset dispositions and fundamental corporate changes, and certain customary events of default which could result in acceleration of amounts due. Many of these conditions and restrictions are subject, however, to certain minimum thresholds and exceptions.
 This description is a summary and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated by reference as though fully set forth herein.
  

 ITEM 2.03
 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
  

  
 2

 ITEM 9.01
 Financial Statements and Exhibits.

  

  
 (d)
 Exhibits.

  

 Exhibit No.
   
 Description

 10.1
   
 Fourth Amended and Restated Credit Agreement, dated as of June 9, 2026, by and among Affiliated Managers Group, Inc., Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, and the other lending institutions from time to time party thereto.

 104
   
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

  
 3

 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: June 9, 2026
  

  
 By:
  
 /s/ Kavita Padiyar

  

  
 Name:
  
 Kavita Padiyar

  
  
  
  
 Title:
  
 General Counsel and Corporate Secretary

  
 4

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