--- ticker: IVZ company: IVZ filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 0 risks_removed: 0 risks_modified: 10 risks_unchanged: 33 source: SEC EDGAR url: https://riskdiff.com/ivz/2026-vs-2025/ markdown_url: https://riskdiff.com/ivz/2026-vs-2025/index.md generated: 2026-06-01 --- # IVZ: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 0 | | Risks removed | 0 | | Risks modified | 10 | | Unchanged | 33 | --- ## Modified: Our ability to manage and grow our business successfully can be impeded by systems and other technological limitations. **Key changes:** - Reworded sentence: "The introduction of new technologies, such as our Alpha/Hybrid investment platform, presents new challenges and new potential risks to us." - Reworded sentence: "If the updated or new systems, such as our Alpha/Hybrid investment platform, do not operate as anticipated or if other unforeseen issues arise with the transition to the new or updated systems, our business may be adversely affected." - Added sentence: "17 17 17 17 17 17 Table of Contents Table of Contents Table of Contents" **Prior (2025):** Our continued success in effectively managing and growing our business depends on our ability to integrate our varied accounting, financial, information and operational systems on a global basis. Moreover, adapting or developing the existing technology systems we use to meet our internal needs, as well as client needs, industry demands and new regulatory requirements, is also critical for our business. The introduction of new technologies, such as our State Street Alpha platform, presents new challenges and new potential risks to us. On an ongoing basis, we need to upgrade and improve our technology, including our data processing, financial, accounting, shareholder servicing and trading systems. Implementing any such upgrades, updates or other changes or replacements for our systems may be expensive and time-consuming, could divert management's focus away from core business activities and may adversely affect our business if additional or unanticipated time or resources are necessary to complete any such changes to our systems. If the updated or new systems, such as our State Street Alpha platform, do not operate as anticipated or if other unforeseen issues arise with the transition to the new or updated systems, our business may be adversely affected. Further, we also must be proactive and prepared to implement new technology when growth opportunities present themselves, whether as a result of a business acquisition or rapidly increasing business activities in particular markets or regions. These needs could present operational issues or require significant capital and may require us to reevaluate the current value and/or expected useful lives of the technology we use, which could negatively impact our AUM, revenues, net income and liquidity. **Current (2026):** Our continued success in effectively managing and growing our business depends on our ability to integrate our varied accounting, financial, information and operational systems on a global basis. Moreover, adapting or developing the existing technology systems we use to meet our internal needs, as well as client needs, industry demands and new regulatory requirements, is also critical for our business. The introduction of new technologies, such as our Alpha/Hybrid investment platform, presents new challenges and new potential risks to us. On an ongoing basis, we need to upgrade and improve our technology, including our data processing, financial, accounting, shareholder servicing and trading systems. Implementing any such upgrades, updates or other changes or replacements for our systems may be expensive and time-consuming, could divert management's focus away from core business activities and may adversely affect our business if additional or unanticipated time or resources are necessary to complete any such changes to our systems. If the updated or new systems, such as our Alpha/Hybrid investment platform, do not operate as anticipated or if other unforeseen issues arise with the transition to the new or updated systems, our business may be adversely affected. Further, we also must be proactive and prepared to implement new technology when growth opportunities present themselves, whether as a result of a business acquisition or rapidly increasing business activities in particular markets or regions. These needs could present operational issues or require significant capital and may require us to reevaluate the current value and/or expected useful lives of the technology we use, which could negatively impact our AUM, revenues, net income and liquidity. 17 17 17 17 17 17 Table of Contents Table of Contents Table of Contents --- ## Modified: Volatility and disruption in global or regional capital and credit markets, equity, debt, private and commodity markets, as well as adverse changes in the global economy, could negatively affect our AUM, revenues, net income and liquidity. **Key changes:** - Reworded sentence: "Additionally, these factors could impact our ability to realize the carrying value of our goodwill and other intangible assets and have impacted the carrying value of our intangible assets in the past." - Added sentence: "•In the event that market values of companies involved directly in AI or exposed to AI trends, including those that are part of the Nasdaq-100 Index, decline, we may suffer declines in AUM and revenue, particularly relating to products we advise that track the Nasdaq-100 Index, such as the Invesco QQQ Trust and the Invesco NASDAQ 100 ETF." - Added sentence: "Geopolitical risks may also lead to economic sanctions, trade restrictions, or regulatory changes that adversely affect global markets and our business." **Prior (2025):** In recent years, capital and credit markets have experienced substantial volatility. In this regard: •In the event of extreme circumstances, including an economic, political or business crisis, such as widespread systemic failures or disruptions in the global or regional financial systems or failures of firms that have significant obligations as counterparties on financial instruments, we may suffer significant declines in AUM and severe liquidity or valuation issues in managed investment products in which client and company assets are invested, all of which would adversely affect our operating results, financial condition, liquidity, credit ratings, ability to access capital markets and ability to retain and attract key employees. Additionally, these factors could impact our ability to realize the carrying value of our goodwill and other intangible assets. •Illiquidity and/or volatility of the global or regional risk asset markets could negatively affect our ability to manage investment products in which client and company assets are invested or client inflows and outflows or to timely meet client redemption requests. •Uncertainties regarding geopolitical developments, such as nation state sovereignty, border disputes, diplomatic developments, social instability or changes in governmental policies, can produce volatility in global financial markets and regulatory environments. This volatility, including volatility arising from tensions between the U.S. and China, may impact the level and composition of our AUM and also negatively impact investor sentiment, which could result in reduced or negative flows. •Changes to tax, tariff and import/export regulations and economic sanctions may have a negative effect on global or regional economic conditions, financial markets and our business. Any changes with respect to trade policies, treaties, taxes, government regulations and tariffs, or the perception that any of these changes could occur, may have a material adverse effect on global or regional economic conditions and the stability of global financial markets and may significantly reduce global trade or trade between certain nations. Given we are a global business, we could be more adversely affected than others by such market uncertainties. **Current (2026):** In recent years, capital and credit markets have experienced substantial volatility. In this regard: •In the event of extreme circumstances, including an economic, political or business crisis, such as widespread systemic failures or disruptions in the global or regional financial systems or failures of firms that have significant obligations as counterparties on financial instruments, we may suffer significant declines in AUM and severe liquidity or valuation issues in managed investment products in which client and company assets are invested, all of which would adversely affect our operating results, financial condition, liquidity, credit ratings, ability to access capital markets and ability to retain and attract key employees. Additionally, these factors could impact our ability to realize the carrying value of our goodwill and other intangible assets and have impacted the carrying value of our intangible assets in the past. •Illiquidity and/or volatility of the global or regional risk asset markets could negatively affect our ability to manage investment products in which client and company assets are invested or client inflows and outflows or to timely meet client redemption requests. •In the event that market values of companies involved directly in AI or exposed to AI trends, including those that are part of the Nasdaq-100 Index, decline, we may suffer declines in AUM and revenue, particularly relating to products we advise that track the Nasdaq-100 Index, such as the Invesco QQQ Trust and the Invesco NASDAQ 100 ETF. •Uncertainties regarding geopolitical developments, such as nation state sovereignty, border disputes, diplomatic developments, social instability or changes in governmental policies, can produce volatility in global financial markets and regulatory environments. This volatility, including volatility arising from tensions between the U.S. and China, may impact the level and composition of our AUM and also negatively impact investor sentiment, which could result in reduced or negative flows. Geopolitical risks may also lead to economic sanctions, trade restrictions, or regulatory changes that adversely affect global markets and our business. •Changes to tax, tariff and import/export regulations and economic sanctions may have a negative effect on global or regional economic conditions, financial markets and our business. Any changes with respect to trade policies, treaties, taxes, government regulations and tariffs, or the perception that any of these changes could occur, may have a material adverse effect on global or regional economic conditions and the stability of global financial markets and may significantly reduce global trade or trade between certain nations. Given we are a global business, we could be more adversely affected than others by such market uncertainties. --- ## Modified: We may engage in strategic transactions that could create risks. **Key changes:** - Added sentence: "Transactions may also involve unexpected costs or delays in achieving anticipated synergies." - Added sentence: "20 20 20 20 20 20 Table of Contents Table of Contents Table of Contents" **Prior (2025):** We regularly review, and from time-to-time engage in strategic transactions, some of which may be material. Strategic transactions also pose the risk that any business we acquire may lose customers or employees or could underperform relative to expectations. We could also experience financial or other setbacks if potential or actual acquisitions or divestitures encounter unanticipated problems, including problems related to closing or integration. Following the completion of a strategic acquisition, we may have to rely on the seller to provide administrative and other support, including financial reporting and internal controls, to the acquired business for a period of time. There can be no assurance that such sellers will do so in a manner that is acceptable to us. **Current (2026):** We regularly review, and from time-to-time engage in strategic transactions, some of which may be material. Strategic transactions also pose the risk that any business we acquire may lose customers or employees or could underperform relative to expectations. We could also experience financial or other setbacks if potential or actual acquisitions or divestitures encounter unanticipated problems, including problems related to closing or integration. Transactions may also involve unexpected costs or delays in achieving anticipated synergies. Following the completion of a strategic acquisition, we may have to rely on the seller to provide administrative and other support, including financial reporting and internal controls, to the acquired business for a period of time. There can be no assurance that such sellers will do so in a manner that is acceptable to us. 20 20 20 20 20 20 Table of Contents Table of Contents Table of Contents --- ## Modified: The lack of soundness of other financial institutions could adversely affect us or the client portfolios we manage. **Key changes:** - Reworded sentence: "Counterparty defaults could result in financial losses for us or our clients, regulatory scrutiny, and reputational harm." **Prior (2025):** Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We, and the client portfolios that we manage, have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry. Many of these transactions expose us or such client portfolios to credit risk in the event of default of their counterparties. While we regularly conduct assessments of such risk posed by counterparties, an event of default may occur due to market factors, such as sudden swings in the financial and credit markets that may occur swiftly and without warning. Such event of default could produce a financial loss for the company or the client portfolios we manage. **Current (2026):** Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We, and the client portfolios that we manage, have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry. Many of these transactions expose us or such client portfolios to credit risk in the event of default of their counterparties. While we regularly conduct assessments of such risk posed by counterparties, an event of default may occur due to market factors, such as sudden swings in the financial and credit markets that may occur swiftly and without warning. Counterparty defaults could result in financial losses for us or our clients, regulatory scrutiny, and reputational harm. 16 16 16 16 16 16 Table of Contents Table of Contents Table of Contents --- ## Modified: We operate in an industry that is highly regulated in most countries, and any enforcement action or proceeding against us or significant changes in the laws or regulations governing our business or industry could damage our reputation or decrease our AUM, revenues, net income or liquidity. **Key changes:** - Reworded sentence: "Like other investment management companies, our activities are highly regulated in nearly every country in which we conduct business." - Reworded sentence: "Further, regulators across borders can coordinate actions against us resulting in impacts on our business in multiple jurisdictions." - Reworded sentence: "Regulatory developments and changes specific to our business will or may include, without limitation: •Regulations that place restrictions on certain outbound investments from the United States or by U.S." - Reworded sentence: "banking regulators before we acquire securities for the accounts of our clients, and the potential for antitrust regulators to promulgate regulations limiting common ownership of competitive companies by a single fund or by affiliated funds in a single fund complex." - Removed sentence: "•Guidelines regarding the structure and components of fund manager compensation and other related rules, regulations and disclosure requirements." **Prior (2025):** As with all investment management companies, our activities are highly regulated in nearly every country in which we conduct business. The regulatory environment in which we operate frequently changes, and in recent years we have seen a significant increase in both regulatory changes and enforcement actions and proceedings brought by governmental agencies and self-regulatory authorities against financial services companies. Laws and regulations generally grant governmental agencies and industry self-regulatory authorities broad administrative discretion over our activities, including the power to require registrations or licenses, limit or restrict our business activities, conduct examinations, risk assessments, investigations and capital adequacy reviews and impose remedial programs to address perceived deficiencies. As a result of regulatory oversight, we could face requirements, actions or proceedings that negatively impact the way in which we conduct business, delay or deny approval for new products or service offerings, cause or contribute to reduced sales of or increased redemptions of our existing products or services, impair the investment performance of certain of our products or services, impact our product mix, increase our compliance costs and/or impose additional capital requirements. Our regulators likewise have the authority to commence enforcement actions or proceedings that could lead to penalties and sanctions up to and including the revocation of registrations or licenses necessary to operate certain businesses, the suspension or expulsion from a particular jurisdiction or market of any of our business organizations or their key personnel or the imposition of fines and censures on us or our employees. Further, regulators across borders can coordinate actions against us as issues arise resulting in impacts on our business in multiple jurisdictions. Judgments or findings of wrongdoing or non-compliance with applicable law or regulation by governmental authorities, or in private civil litigation against us, could affect our reputation, increase our costs of doing business and/or negatively impact our revenues. Any of the effects discussed above could have a material negative impact on our AUM, revenue, net income or liquidity. A substantial portion of the products and services we offer in the U.S. are regulated by the SEC, Financial Industry Regulatory Authority, Commodity Futures Trading Commission, the National Futures Association, Department of Labor (DOL) and/or the Texas Department of Banking and in the U.K. are regulated by the Financial Conduct Authority (FCA), and in Hong Kong and China are regulated by the Securities Futures Commission of Hong Kong (SFC) and the China Securities Regulatory Commission, respectively. Subsidiaries operating in the EU and the products and services they provide are mainly regulated by the Commission de Surveillance du Secteur Financier in Luxembourg, the Central Bank of Ireland, the Bundesanstalt für Finanzdienstleistungsaufsicht in Germany and the European Securities and Markets Authority (ESMA). Such subsidiaries are also subject to various EU Directives, which generally are implemented by member state national legislation and by EU Regulations. Our operations elsewhere in the world are regulated by similar agencies and authorities. Regulators in the U.S., U.K., EU and Asia, have promulgated or are considering whether to promulgate various new or revised regulatory measures pertaining to financial services, including investment management. Regulatory developments and changes specific to our business will or may include, without limitation: 21 21 21 21 21 21 Table of Contents Table of Contents Table of Contents •Regulations that place restrictions on outbound investments, such as the U.S. Department of Treasury's Outbound Investment Screening Rule that became effective earlier this year, may impede our ability to provide certain products and add complexity to our compliance program with heightened regulatory requirements. •Regulations pertaining to the privacy and use, security, transfer and management of personal data with respect to clients, employees and business partners. Privacy regulations such as the General Data Protection Regulation (GDPR) in Europe have strengthened privacy rules for organizations handling personal data, granted individuals more rights and control over the use of their personal data, and greatly increased penalties for non-compliance. In many other jurisdictions similar regulations, such as the California Consumer Privacy Act, India's Digital Personal Data Protection Act, China's Personal Information Protection Law and the Bermuda Personal Information Protection Act (PIPA), have been adopted. In addition, rules and legal requirements for international transfers of personal data from Europe and Asia, create additional complexity and risk, particularly regarding integrated global cloud-based systems and business services employed by us. •Regulations promulgated to address perceptions that the asset management industry, or certain products or services provided by the industry, pose systematic risks to the financial system, which could impede our ability to provide certain products or services or subject us, certain of our activities or products to heightened regulation or increased liquidity or capital adequacy requirements. •Regulations aimed at addressing concerns regarding open-end funds that are investing in less liquid asset classes. Regulators in the U.S., U.K. and EU have expressed concern that the daily redeemability features of these funds may create a "liquidity mismatch" with the assets in which they invest, and that can give rise to investor dilution and systemic risk, especially in times of financial market stress. In the EU, recent amendments to the Undertakings for the Collective Investment in Transferable Securities (UCITS) and Alternative Investment Fund Managers (AIFMD) directive frameworks introduce new rules regarding the use of certain liquidity management tools (e.g., swing pricing and side pockets) by UCITS funds and AIFs. In the U.S., the SEC has proposed changes to the regulations governing liquidity risk management programs for registered open-end funds (including ETFs) that, if finalized without change, could impede our ability to sponsor mutual funds and ETFs that invest in certain asset classes, including syndicated bank loans. •Regulations aimed at the use of leverage by funds (in particular, leverage attained through derivatives), an example of which is the SEC's 2020 rules with respect to the use of derivatives by U.S. registered funds. New or further regulations in this area could negatively impact our existing products that employ leverage or derivatives, impede our ability to bring new products to market and raise our compliance costs associated with sponsoring and managing products that employ leverage or derivatives. •Regulations pertaining to the integration of ESG factors in asset management. These regulations have materially impacted the asset management industry in the EU and U.K. In particular, the integration of sustainability risks, the disclosure of information on the ESG characteristics of EU products and the integration of investors' ESG preferences at the point of sale have had a significant impact on the features of EU products and on investment management activities. In the U.K., the FCA published a new regime on sustainability disclosure requirements, including product sustainability labels, that became applicable in 2024. In the EU, ESMA published in 2024 new guidelines on fund naming aimed at avoiding greenwashing practices. Separately, several changes to the Sustainable Finance Disclosure Regulation (SFDR) are being considered, including changes to the current ESG disclosure templates and longer-term amendments to the broader SFDR framework. On top of the disclosure obligations applying to the financial sector, the EU Corporate Sustainability Reporting Directive sets out new ESG disclosure requirements for EU undertakings based on new European standards. The new regime will have an impact on EU domiciled companies and on non-EU groups having substantial activities in the EU, including us. The SEC and other regulators in the U.S. are pursuing similar initiatives albeit with varying requirements, and the SEC during the past several years has increased its enforcement activity relating to ESG disclosures and practices of asset managers. Equally, a number of Asian jurisdictions are introducing climate-related risk and reporting requirements as well as ESG product disclosure standards. •Enhanced licensing and qualification requirements for key personnel of financial services firms, including asset managers, such as the U.K. Senior Managers and Certification Regime and the SFC's Manager-in-Charge Regime, which could make it more difficult for the company to hire and retain key personnel. •Strengthened laws and regulations applicable to asset managers with respect to preventing money laundering and the financing of terrorism, which may increase our compliance costs and burdens and regulatory enforcement risk. In June 2024, the EU introduced a new set of measures that resulted in the establishment of the Anti Money Laundering Authority (AMLA), which will gradually assume the supervision and regulatory responsibilities for anti-money laundering within the EU. •Regulations promulgated to address risks of fraud, malfeasance, adverse consequences stemming from cyber-attacks and/or cross-border data transfer, and to ensure the digital operational resilience of firms. In particular, the new EU Digital Operational Resilience Act harmonizes the requirements applying to Information and Communication Technology risk management, outsourcing and operational resilience in the financial sector. •The application of antitrust, change in bank control and similar competition laws and regulations to the asset 22 22 22 22 22 22 Table of Contents Table of Contents Table of Contents management industry, including proposed amendments to these laws and regulations that could require asset managers to make pre-acquisition notification filings or requests for approval with the U.S. Federal Trade Commission, Department of Justice and/or U.S. banking regulators and the potential for antitrust regulators to promulgate regulations limiting common ownership of competitive companies by a single fund or by affiliated funds in a single fund complex. Developments in these laws and regulations and their application to our business could impede our ability to provide certain products or limit the AUM of certain investment strategies that we provide. •Guidelines regarding the structure and components of fund manager compensation and other related rules, regulations and disclosure requirements. Certain proposals could impose requirements for more widespread disclosures of compensation to highly-paid individuals. Depending upon the scope of any such requirements, we could be disadvantaged in retaining key employees vis-à-vis private companies, including hedge fund sponsors. We cannot predict the full impact of legal and regulatory changes, changes in the interpretation of existing laws and regulations or possible enforcement actions or proceedings on our business. Such changes have imposed, and are likely to continue to impose, new compliance costs and/or capital requirements or impact us in other ways that could have a material adverse impact on our AUM, revenues, net income or liquidity. Moreover, certain legal or regulatory changes could require us to modify our strategies, businesses or operations, and we may incur other new constraints or costs, including the investment of significant management time and resources to satisfy new regulatory requirements or to compete in a changed business environment. In recent years, certain regulatory developments have also added to downward pressures on our fee levels. **Current (2026):** Like other investment management companies, our activities are highly regulated in nearly every country in which we conduct business. The regulatory environment in which we operate frequently changes, and in recent years we have observed a significant increase in both regulatory changes and enforcement actions and proceedings brought by governmental agencies and self-regulatory authorities against financial services companies. Laws and regulations generally grant governmental agencies and industry self-regulatory authorities broad administrative discretion over our activities, including the power to require registrations or licenses, limit or restrict our business activities, conduct examinations, risk assessments, investigations and capital adequacy reviews and impose remedial programs to address perceived deficiencies. As a result of regulatory oversight, we could face requirements, actions or proceedings that negatively impact the way in which we conduct business, delay or deny approval for new products or service offerings, cause or contribute to reduced sales of or increased redemptions of our existing products or services, impair the investment performance of certain of our products or services, impact our product mix, increase our compliance costs and/or impose additional capital requirements. Our regulators likewise have the authority to commence enforcement actions or proceedings that could lead to penalties and sanctions up to and including the revocation of registrations or licenses necessary to operate certain businesses, the suspension or expulsion from a particular jurisdiction or market of any of our business organizations or their key personnel or the imposition of fines and censures on us or our employees. Further, regulators across borders can coordinate actions against us resulting in impacts on our business in multiple jurisdictions. Judgments or findings of wrongdoing or non-compliance with applicable laws or regulations by governmental authorities or industry self-regulatory authorities, or in private civil litigation against us, could affect our reputation, increase our costs of doing business and/or negatively impact our revenues. Any of the effects discussed above could have a material negative impact on our AUM, revenues, net income or liquidity. Current and anticipated regulatory developments include requirements related to AI, cybersecurity, and digital operational resilience, as well as evolving ESG disclosure standards and cross-border data transfer restrictions. Global divergence in these regulations could create conflicting obligations and increase compliance complexity. These changes may require significant investment of management time and resources, impact product design and distribution, and materially increase compliance costs or capital requirements. Failure to comply with these evolving requirements could result in enforcement actions, reputational harm, and restrictions on our ability to operate in certain jurisdictions. 21 21 21 21 21 21 Table of Contents Table of Contents Table of Contents A substantial portion of the products and services we offer in the U.S. are regulated by the SEC, Financial Industry Regulatory Authority, Commodity Futures Trading Commission, National Futures Association, Department of Labor and Texas Department of Banking, in the U.K. are regulated by the Financial Conduct Authority and in Hong Kong, China, and Japan are regulated by the Securities and Futures Commission of Hong Kong, the China Securities Regulatory Commission, and the Financial Services Agency, respectively. Subsidiaries operating in the EU and the products and services they provide are mainly regulated by the Commission de Surveillance du Secteur Financier in Luxembourg and Central Bank of Ireland, and by the European Securities and Markets Authority. Such subsidiaries are also subject to various EU Directives, which generally are implemented by member state national legislation and by EU Regulations. Our operations elsewhere in the world are regulated by similar agencies and authorities. Regulators in the U.S., U.K., EU and Asia, have promulgated or are considering whether to promulgate various new or revised regulatory measures pertaining to financial services, including investment management. Regulatory developments and changes specific to our business will or may include, without limitation: •Regulations that place restrictions on certain outbound investments from the United States or by U.S. persons to companies operating in certain countries and/or industries perceived to be adverse to national security interests of the United States, such as the U.S. Department of Treasury's Outbound Investment Security Program Rule that became effective in 2025, may impede our ability to provide certain products and/or make certain investments and add complexity to our compliance program with heightened regulatory requirements. •Regulations pertaining to privacy and the use, protection, transfer and management of personal data with respect to clients, employees and business partners. Privacy laws, such as the European and U.K. General Data Protection Regulation, U.S. state privacy laws and financial sector regulations, India's Digital Personal Data Protection Act, China's Personal Information Protection Law and Bermuda's Personal Information Protection Act, have strengthened privacy requirements for organizations handling personal data, granted individuals more rights and control over the use of their personal data and greatly increased penalties for non-compliance. In addition, rules and legal requirements for international transfers of personal data from Europe and Asia create additional complexity and risk, particularly regarding integrated global cloud-based systems and business services employed by us. An emerging risk is the use of personal data in AI systems, including privacy regulations related to automated decision making based on personal data. •Regulations aimed at addressing concerns associated with open-end funds making investments in less liquid asset classes. Financial regulators in the U.S., U.K. and EU have periodically expressed concern that the daily redeemability features of these funds may create a "liquidity mismatch" with the assets in which they invest, and that this mismatch can give rise to investor dilution and systemic risk, especially in times of financial market stress. In the EU, recent amendments to the Undertakings for the Collective Investment in Transferable Securities (UCITS) and Alternative Investment Fund Managers directive frameworks introduce new rules regarding the use of certain liquidity management tools by UCITS funds and AIFs. Regulations intended to address such perceived liquidity risk could impede our ability to provide certain types of investment strategies in open-end funds or impair the investment performance of certain of our existing open-end fund products. •Regulations pertaining to the integration of ESG in asset management. These regulations have materially impacted the asset management industry in the EU and U.K in recent years. In particular, these regulations have required the integration of sustainability risks within investment management processes and imposed enhanced disclosure requirements on the ESG characteristics of EU and U.K. investment products. In the EU, proposed changes to the Sustainable Finance Disclosure Regulation were released in 2025 and will lead to significant changes to funds' ESG features and categorizations. The EU Corporate Sustainability Reporting Directive sets out new ESG disclosure requirements for EU domiciled companies and non-EU groups having substantial activities in the EU (like we do) based on new European standards. Certain U.S. states are pursuing similar initiatives, albeit with varying requirements. Further, the SEC in the recent past has increased its enforcement activity relating to ESG disclosures and practices of asset managers and may do so again. Equally, several Asian jurisdictions are introducing climate-related risk and reporting requirements as well as ESG product disclosure standards. Varying or inconsistent ESG-related regulations across multiple jurisdictions in which we operate can adversely impact the types of investment products and services that we can provide, increase our compliance costs and increase the risk that we could be subject to enforcement actions or proceedings for ESG-related compliance failures. •More rigorous laws and regulations applicable to asset managers with respect to anti-money laundering and the financing of terrorism (AML/CFT), which may increase our compliance costs and regulatory enforcement risk. For example, recent amendments to regulations under the U.S. Bank Secrecy Act will require our subsidiaries that are U.S. registered investment advisers to implement reasonably designed AML/CFT programs, file suspicious activity reports with the Financial Crimes Enforcement Network, maintain certain associated records and fulfill certain other obligations, similar to requirements imposed on banks and broker-dealers in the U.S. 22 22 22 22 22 22 Table of Contents Table of Contents Table of Contents •Regulations promulgated from time-to-time to mitigate cybersecurity and information, technology and communication (ICT) risks, including regulations that could require asset managers and certain types of investment funds to adopt and implement procedures that are reasonably designed to address cybersecurity and ICT risks and to promptly report significant cybersecurity and ICT-related incidents to relevant regulators or even publicly. New cybersecurity and ICT-related requirements may raise our compliance costs, while compelled disclosure of cybersecurity or ICT-related incidents could cause us reputational harm. •The application of antitrust, change in bank control and similar competition laws and regulations to the asset management industry, including proposed amendments to these laws and regulations that could require large asset managers like us to, in certain circumstances, make acquisition notification filings or requests for approval with the U.S. Federal Trade Commission, Department of Justice and/or U.S. banking regulators before we acquire securities for the accounts of our clients, and the potential for antitrust regulators to promulgate regulations limiting common ownership of competitive companies by a single fund or by affiliated funds in a single fund complex. Developments in these laws and regulations and their application to our business could impede our ability to provide certain products or limit the AUM of certain investment strategies that we provide. We cannot predict the full impact of legal and regulatory changes, changes in the interpretation of existing laws and regulations or possible enforcement actions or proceedings on our business. Such matters have imposed, and are likely to continue to impose, new compliance costs and/or capital requirements or impact us in other ways that could have a material adverse impact on our AUM, revenues, net income or liquidity. Moreover, certain legal or regulatory changes could require us to modify our strategies, businesses, product portfolios or operations, and we may incur other new costs or impacts, including the investment of significant management time and resources, to satisfy new regulatory requirements or to compete in a changed regulatory environment. In recent years, certain regulatory developments have also added to downward pressures on our fee levels. --- ## Modified: The recent advancements in and increased use of AI present risks and challenges that may adversely impact our business. **Key changes:** - Reworded sentence: "We or our third-party vendors, clients or counterparties have developed and may continue to develop or incorporate AI technology in certain business processes, services or products." - Reworded sentence: "The legal and regulatory environment relating to AI is rapidly evolving, in the U.S., E.U., and internationally, and includes regulation targeted specifically at AI technology, including the EU AI Act, portions of which have already come into force with more to follow this year and in future years, as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI." - Reworded sentence: "If not appropriately governed, managed and controlled, AI models, particularly generative AI models, may produce output or take action that is incorrect or outdated, that result in the release of personal, confidential or proprietary information, that reflect biases included in the data on which they are trained or introduced during the training or fine tuning process, that infringe on the intellectual property rights of others, or that is otherwise harmful." - Reworded sentence: "Generative AI may be exploited to create sophisticated phishing schemes, ransomware attacks, or other cyber threats, which could result in financial losses, liquidity outflows, or systemic market disruptions." **Prior (2025):** We or our third-party vendors, clients or counterparties have developed, and may continue to develop or incorporate AI technology in certain business processes, services or products. The development and use of AI present a number of risks and challenges to our business. The legal and regulatory environment relating to AI is uncertain and rapidly evolving, in the U.S., and internationally, and includes regulation targeted specifically at AI technology, as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI. These evolving laws and regulations could require changes in our implementation of AI technology, increase our compliance costs and the risk of non-compliance, and restrict or impede our ability to develop, adopt and deploy AI technologies efficiently and effectively. AI models, particularly generative AI models, may produce output or take action that is incorrect or outdated, that result in the release of personal, confidential or proprietary information, that reflect biases included in the data on which they are trained or introduced during the training or fine tuning process, that infringe on the intellectual property rights of others, or that is otherwise harmful. In addition, the complexity of many AI models makes it challenging to understand why they are generating particular outputs. This limited transparency increases the challenges associated with assessing the proper operation of AI technology, understanding and monitoring the capabilities of the AI technology developed by third parties and, to that extent, are dependent 18 18 18 18 18 18 Table of Contents Table of Contents Table of Contents in part on the manner in which those third parties develop and train their models. This results in risks arising from the inclusion of any unauthorized material in the training data for their models, and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which we may have limited visibility. Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation and the public perception of our business or the effectiveness of our security measures. In addition to our use of AI technologies, we are exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks. Generative AI, if used to perpetrate fraud or launch cyberattacks, could result in losses, liquidity outflows, or other adverse effects at a particular financial institution or exchange. If our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. **Current (2026):** We or our third-party vendors, clients or counterparties have developed and may continue to develop or incorporate AI technology in certain business processes, services or products. The development and use of AI present a number of risks and challenges to our business. The legal and regulatory environment relating to AI is rapidly evolving, in the U.S., E.U., and internationally, and includes regulation targeted specifically at AI technology, including the EU AI Act, portions of which have already come into force with more to follow this year and in future years, as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI. Global divergence in AI regulations and evolving standards could create conflicting requirements across jurisdictions, increase compliance costs, and heighten enforcement risk. These evolving laws and regulations could require changes in our implementation of AI technology, increase our compliance costs and the risk of non-compliance, and restrict or impede our ability to develop, adopt and deploy AI technologies efficiently and effectively. If not appropriately governed, managed and controlled, AI models, particularly generative AI models, may produce output or take action that is incorrect or outdated, that result in the release of personal, confidential or proprietary information, that reflect biases included in the data on which they are trained or introduced during the training or fine tuning process, that infringe on the intellectual property rights of others, or that is otherwise harmful. The complexity and limited transparency of many AI models make it challenging to understand why they generate particular outputs, increasing governance and monitoring risks. Use of third-party AI models may introduce additional risk, as we may have limited visibility into their training data, validation processes, and controls to prevent unauthorized or harmful content. This results in potential risks arising from the inclusion of any unauthorized material in the training data for their models, and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which we may have limited visibility. Further, AI tools, whether embedded in third party systems or in tools that we develop, that are used to support regulated activities such as investment decision making and client reporting present unique risks, including errors in algorithms or assumptions, data quality issues, and potential bias, that could adversely affect investment performance and increase business and compliance risks. Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation and the public perception of our business or the effectiveness of our security measures. In addition to our use of AI technologies, we are exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks. Generative AI may be exploited to create sophisticated phishing schemes, ransomware attacks, or other cyber threats, which could result in financial losses, liquidity outflows, or systemic market disruptions. If our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. --- ## Modified: We issued perpetual preferred stock having a value of approximately $4 billion, of which approximately $2.5 billion remains outstanding, which could adversely affect our ability to raise additional capital and may limit our ability to fund other priorities. **Key changes:** - Reworded sentence: "We issued approximately $4 billion of 5.9% fixed rate perpetual preferred stock in connection with the acquisition of OppenheimerFunds Inc., and we repurchased $1.5 billion of such preferred stock in 2025, leaving approximately $2.5 billion remaining outstanding." - Removed sentence: "19 19 19 19 19 19 Table of Contents Table of Contents Table of Contents" **Prior (2025):** We issued approximately $4 billion of 5.9% fixed rate perpetual preferred stock in connection with the acquisition of OppenheimerFunds Inc. This issuance may limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes, may restrict our ability to pay dividends to holders of common shares in certain circumstances, may increase our vulnerability to general economic and industry conditions, and will require a significant portion of cash flow from operations to make required dividend payments to preferred shareholders. 19 19 19 19 19 19 Table of Contents Table of Contents Table of Contents **Current (2026):** We issued approximately $4 billion of 5.9% fixed rate perpetual preferred stock in connection with the acquisition of OppenheimerFunds Inc., and we repurchased $1.5 billion of such preferred stock in 2025, leaving approximately $2.5 billion remaining outstanding. This issuance may limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes, may restrict our ability to pay dividends to holders of common shares in certain circumstances, may increase our vulnerability to general economic and industry conditions, and will require a significant portion of cash flow from operations to make required dividend payments to preferred shareholders. --- ## Modified: Our revenues and net income from money market and other fixed income assets may be harmed by interest rate volatility, prolonged high or low rates, liquidity, and credit volatility. **Key changes:** - Reworded sentence: "While inflation remained relatively flat in 2025, our business is exposed to risks associated with inflation and fluctuations in interest rates including rapid changes or uncertainty in rate direction." - Reworded sentence: "These redemptions would reduce AUM, thereby reducing our revenues and net income." - Reworded sentence: "Additionally, we have investments, including collateralized loan obligations (CLOs), real estate-related loans, commercial loans, income based products inclusive of private strategies, and seed capital in fixed income funds, the valuation of which could vary with changes in interest and default rates as well as credit quality deterioration." **Prior (2025):** While inflation declined in 2024, our business is exposed to risks associated with inflation and fluctuations in interest rates should they increase in the future. Certain institutional investors using money market products and other short-term duration fixed income products for cash management purposes may shift these investments to direct investments in comparable instruments in order to realize higher yields. These redemptions would reduce AUM, thereby reducing our revenues and net 10 10 10 10 10 10 Table of Contents Table of Contents Table of Contents income. If securities within a money market portfolio default or investor redemptions force the portfolio to realize losses, there could be negative pressure on its net asset value (NAV). Although money market investments are not guaranteed instruments, the company might decide, under such a scenario, that it is in its best interest to provide support in the form of a support agreement, capital infusion or other methods to help stabilize a declining NAV, which may have an adverse impact on our profitability. Additionally, we have investments, including collateralized loan obligations (CLOs), real estate-related loans, commercial loans and seed capital in fixed income funds, the valuation of which could vary with changes in interest and default rates. Declines in the values of AUM could lead to reduced revenues and net income as management fees are generally calculated based upon the size of AUM. **Current (2026):** While inflation remained relatively flat in 2025, our business is exposed to risks associated with inflation and fluctuations in interest rates including rapid changes or uncertainty in rate direction. Certain institutional investors using money market products and other short-term duration fixed income products for cash management purposes may shift these investments to direct investments in comparable instruments in order to realize higher yields. These redemptions would reduce AUM, thereby reducing our revenues and net income. If securities within a money market portfolio default or investor redemptions force the portfolio to realize losses, there could be negative pressure on its net asset value (NAV). Although money market investments are not guaranteed instruments, the company might decide, under such a scenario, that it is in its best interest to provide support in the form of a support agreement, capital infusion or other methods to help stabilize a declining NAV, which may have an adverse impact on our profitability. Additionally, we have investments, including collateralized loan obligations (CLOs), real estate-related loans, commercial loans, income based products inclusive of private strategies, and seed capital in fixed income funds, the valuation of which could vary with changes in interest and default rates as well as credit quality deterioration. Declines in the values of AUM could lead to reduced revenues and net income as management fees are generally calculated based upon the size of AUM. --- ## Modified: Insurance may not be available at a reasonable cost to protect us from loss or liability. **Key changes:** - Reworded sentence: "We face inherent risks of loss or liability arising from client claims, third-party actions, regulatory proceedings, and operational failures, including cyber incidents." **Prior (2025):** We face the inherent risk of loss or liability related to claims from clients, third-parties, actions taken by regulatory agencies and costs and losses associated with operations failures, including cyber incidents. To help protect against these risks, we purchase insurance in amounts and at deductible levels, and against potential losses and liabilities that we consider appropriate, where such insurance is available at prices we deem reasonable. There can be no assurance, however, that a claim will be covered by insurance or, if covered, will not exceed coverage limits, that an insurer will meet its obligations regarding coverage, or that coverage will continue to be available on a cost-effective basis. Insurance costs are impacted by market 25 25 25 25 25 25 Table of Contents Table of Contents Table of Contents conditions, claims made on policies and our risk profile and may increase significantly over relatively short periods. In addition, certain insurance coverage may not be available or may only be available at prohibitive costs. Renewals of insurance policies may expose us to additional costs through higher premiums or the assumption of higher deductibles or co-insurance liability. **Current (2026):** We face inherent risks of loss or liability arising from client claims, third-party actions, regulatory proceedings, and operational failures, including cyber incidents. To mitigate these risks, we purchase insurance in amounts and at deductible levels we consider appropriate, where coverage is available at reasonable cost. However, there is no assurance that a claim will be covered, that coverage limits will be sufficient, that insurers will fulfill their obligations, or that coverage will remain available on cost-effective terms. Insurance costs are influenced by market conditions, claims experience, and our risk profile, 25 25 25 25 25 25 Table of Contents Table of Contents Table of Contents and may rise sharply over short periods. In some cases, coverage may be unavailable or only obtainable at prohibitive cost. Renewals may also result in higher premiums, increased deductibles, or greater co-insurance obligations, which could adversely affect our liquidity and financial condition. --- ## Modified: Our Credit Agreements impose operating covenants that impact our ability to conduct certain activities and, if amounts borrowed under our Credit Agreements were subject to accelerated repayment, we might not have sufficient assets or liquidity to repay such amounts in full. **Key changes:** - Reworded sentence: "Our Credit Agreements require us to maintain specified financial ratios, including maximum debt-to-earnings and minimum interest coverage ratios." **Prior (2025):** Our revolving credit agreement requires us to maintain specified financial ratios, including maximum debt-to-earnings and minimum interest coverage ratios. The revolving credit agreement also contains customary affirmative operating covenants and negative covenants that, among other things, restrict certain of our subsidiaries' ability to incur debt and restrict our ability to transfer assets, merge, make loans and other investments and create liens. The breach of any covenant could result in a default under the revolving credit agreement. In the event of any such default, lenders that are party to the revolving credit agreement could refuse to make further extensions of credit to us and require all amounts borrowed under the revolving credit agreement, together with accrued interest and other fees, to be immediately due and payable. If any indebtedness under the revolving credit agreement were subject to accelerated repayment, and if we had at that time a significant amount of outstanding debt under the revolving credit agreement, we might not have sufficient liquid assets to repay such indebtedness in full. **Current (2026):** Our Credit Agreements require us to maintain specified financial ratios, including maximum debt-to-earnings and minimum interest coverage ratios. The Credit Agreements also contain customary affirmative operating covenants and negative covenants that, among other things, limit certain of our subsidiaries' ability to incur debt and restrict our ability to transfer assets, merge, make loans and other investments and create liens. The breach of any covenant could result in a default under the applicable Credit agreement. Compliance with these covenants may be affected by factors outside our control, including market volatility, declines in AUM or revenues, increased regulatory or operational costs, and adverse macroeconomic conditions. In the event of any such default, lenders that are party to the Revolving Credit Agreement could refuse to make further extensions of credit to us and require all amounts borrowed under the Credit Agreements, together with accrued interest and other fees, to be 19 19 19 19 19 19 Table of Contents Table of Contents Table of Contents immediately due and payable. If any indebtedness under the Credit Agreements were subject to accelerated repayment, and if we had at that time a significant amount of outstanding debt under the Credit Agreements, we might not have sufficient liquid assets to repay such indebtedness in full. --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*