Affiliated Managers Group, Inc 8-K, filed Dec 8, 2025
Affiliated Managers Group, Inc. (AMG)
About this 8-K
Affiliated Managers Group, Inc filed this 8-K on December 8, 2025.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 8.01 | Other Events. |
On December 8, 2025, Affiliated Managers Group, Inc. (the “Company”) delivered a notice of redemption (the “Redemption Notice”) for all of the outstanding 5.15% Convertible Trust Preferred Securities due 2037 of AMG Capital Trust II (the “Preferred Securities”), which were issued pursuant to the Amended and Restated Declaration of Trust, dated as of October 17, 2007, by and among the Company, U.S. Bank Trust Company, National Association, as property trustee and institutional administrator, and certain other parties thereto. Pursuant to the Redemption Notice, on December 29, 2025 (the “Redemption Date”), the Company will redeem any and all outstanding Preferred Securities at a redemption price in cash equal to 100% of the principal amount of such Preferred Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. To the extent holders of Preferred Securities validly deliver a conversion notice with respect to Preferred Securities prior to the Redemption Date in accordance with applicable terms, the Company intends to satisfy any related obligations entirely in cash.
The Company intends to use the net proceeds from its previously announced offering of senior notes, if consummated (the “Offering”), to redeem and otherwise settle its obligations with respect to the Preferred Securities. This contemplated refinancing of the Preferred Securities is intended to simplify the Company’s capital structure while maintaining its long duration debt profile. The redemption of the Preferred Securities is not conditioned upon the consummation of the Offering or any other financing condition.
This Current Report on Form 8-K is not an offer to sell or a solicitation of an offer to buy any security, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Current Report on Form 8-K similarly does not constitute a notice of redemption with respect to the Preferred Securities.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K constitute “forward-looking statements,” including within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include, but are not limited to, all statements other than those made solely with respect to historical facts and include, but are not limited to, statements regarding the Offering, the terms of and use of proceeds from the Offering, and the consummation of the redemption of the Preferred Securities. The words “will,” “believe,” “expect,” “anticipate,” “continue,” “look forward to,” “well-positioned to,” “remains,” “further,” “estimate,” “forecast,” “goals,” “targets,” and similar words and expressions are intended to identify such forward-looking statements. In addition, numerous risks, uncertainties, and other factors may cause actual results to differ materially from those expressed in any forward-looking statements, many of which are beyond the Company’s control or are difficult to predict. These risks, uncertainties, and other factors include, but are not limited to, whether or not the Offering will be consummated and the terms, size, timing, and use of proceeds from the Offering, including with respect to the redemption of the Preferred Securities, as well as those described under the section entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The Company undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by applicable law.
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: December 8, 2025 | By: | /s/ Kavita Padiyar | ||||
| Name: | Kavita Padiyar | |||||
| Title: | General Counsel and Corporate Secretary | |||||