8-K

AFFILIATED MANAGERS GROUP, INC.

Date: February 12, 2026

/s/ Kavita Padiyar

Kavita Padiyar

General Counsel and Corporate Secretary

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): February 10, 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.)

777 South Flagler Drive, West Palm Beach, Florida 33401

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2026, Affiliated Managers Group, Inc. (the “Company”) announced that Thomas M. Wojcik will be stepping down as the Company’s President and Chief Operating Officer, effective on March 6, 2026 (the “Departure Date”). Upon Mr. Wojcik’s departure, his responsibilities will be allocated to other members of the senior leadership team.

In connection with Mr. Wojcik’s departure, subject to his execution and re-execution of a separation and release agreement that includes provisions addressing non-competition, non-solicitation, confidentiality, and related matters, and in connection with retaining Mr. Wojcik’s services through the Departure Date, Mr. Wojcik will receive cash payments in the aggregate amount of $5,025,000 in 2026. In addition, subject to Mr. Wojcik’s satisfactory fulfillment of ongoing obligations to the Company through early 2027, including with respect to his engagement in competitive activity, Mr. Wojcik will receive a cash payment of $11,050,000, to be paid in the first quarter of 2027. Mr. Wojcik will not otherwise receive any long-term or short-term incentive compensation for performance years 2025 or 2026, and all of his then-outstanding unvested equity awards will be cancelled and terminated on the Departure Date.

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.

SEC Form 8-K filed by Affiliated Managers Group Inc.