AB 10-K report for 2025-12-31

AB 10-K report for 2025-12-31 ab-20251231 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31 , 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from                 to Commission file number 001-09818 ALLIANCEBERNSTEIN HOLDING L.P. (Exact name of registrant as specified in its charter) Delaware 13-3434400 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 501 Commerce Street , Nashville , TN 37203 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 615 ) 622-0000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Units Rep. Assignments of Beneficial Ownership of LP Interests in AB Holding ("Units") AB New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☒  No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ☐  No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒  No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.   Yes ☒   No ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ☐   No ☒ If securities are registered pursuant to Section 12 (b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b ). ☐ The aggregate market value of the units representing assignments of beneficial ownership of limited partnership interests held by non-affiliates computed by reference to the price at which such units were last sold on the New York Stock Exchange as of June 30, 2025 was approximately $ 4.5  billion. The number of units representing assignments of beneficial ownership of limited partnership interests outstanding as of December 31, 2025 was 92,284,367 . (This figure includes 100,000 general partnership units having economic interests equivalent to the economic interests of the units representing assignments of beneficial ownership of limited partnership interests.) DOCUMENTS INCORPORATED BY REFERENCE This Form 10-K does not incorporate any document by reference. Table of Contents Table of Contents Glossary of Certain Defined Terms ii Part I Item 1. Business 1 Item 1A. Risk Factors 15 Item 1B. Unresolved Staff Comments 24 Item 1C. Cybersecurity 24 Item 2. Properties 25 Item 3. Legal Proceedings 25 Item 4. Mine Safety Disclosures 25 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. Reserved Item 1A. Risk Factors 15 Item 1B. Unresolved Staff Comments 24 Item 1C. Cybersecurity 24 Item 2. Properties 25 Item 3. Legal Proceedings 25 Item 4. Mine Safety Disclosures 25 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. Reserved 28 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Executive Overview 28 Market Environment 28 AB Holding 30 AB 32 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 56 AB Holding 56 AB 56 Item 8. Financial Statements and Supplementary Data 58 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 123 Item 9A. Controls and Procedures 123 Item 9B. Other Information 124 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 124 Part III Item 10. Directors, Executive Officers and Corporate Governance 125 Item 11. Executive Compensation 139 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 165 Item 13. Certain Relationships and Related Transactions, and Director Independence 169 Item 14. Principal Accounting Fees and Services 170 Part IV Item 15. Exhibits, Financial Statement Schedules 171 Item 16. Form 10-K Summary 173 Signatures 174 2025 Annual Report i Table of Contents Glossary of Certain Defined Terms AB AllianceBernstein L.P. (Delaware limited partnership formerly known as Alliance Capital Management L.P., “ Alliance Capital ”), the operating partnership, and its subsidiaries and, where appropriate, its predecessors, AB Holding and ACMC, Inc. and their respective subsidiaries. AB Holding AllianceBernstein Holding L.P. (Delaware limited partnership). AB Holding Partnership Agreement the Amended and Restated Agreement of Limited Partnership of AB Holding, dated as of October 29, 1999 and as amended February 24, 2006. AB Holding Units units representing assignments of beneficial ownership of limited partnership interest in AB Holding. AB Partnership Agreement the Amended and Restated Agreement of Limited Partnership of AB, dated as of October 29, 1999 and as amended February 24, 2006. AB Units units of limited partnership interest in AB. AUM AB's assets under management. Bernstein Transaction AB's acquisition of the business and assets of SCB Inc., formerly known as Sanford C. Bernstein Inc., and the related assumption of the liabilities of that business, completed on October 2, 2000. Equitable America Equitable Financial Insurance Company of America (f/k/a MONY Life Insurance Company of America, an Arizona corporation), a subsidiary of Equitable Holdings. Equitable Financial Equitable Financial Life Insurance Company (New York stock life insurance company), a subsidiary of Equitable Holdings. Equitable Holdings or EQH Equitable Holdings, Inc. (Delaware corporation) and its subsidiaries other than AB and its subsidiaries. Exchange Act the Securities Exchange Act of 1934, as amended. ERISA the Employee Retirement Income Security Act of 1974, as amended. GAAP U.S. Generally Accepted Accounting Principles. General Partner AllianceBernstein Corporation (Delaware corporation), the general partner of AB and AB Holding and a subsidiary of Equitable Holdings, and, where appropriate, ACMC, LLC, its predecessor. Investment Advisers Act the Investment Advisers Act of 1940, as amended. Investment Company Act the Investment Company Act of 1940, as amended. NYSE the New York Stock Exchange, Inc. Partnerships AB and AB Holding together. SEC the United States Securities and Exchange Commission. Securities Act the Securities Act of 1933, as amended. ii AllianceBernstein Table of Contents Part I Item 1. Business The words “ we ” and “ our ” in this Form 10-K refer collectively to AB Holding and AB and its subsidiaries, or to their officers and employees. Similarly, the words “ company ” and “ firm ” refer to both AB Holding and AB. Where the context requires distinguishing between AB Holding and AB, we identify which company is being discussed. Cross-references are in italics. We use “ global ” in this Form 10-K to refer to all nations, including the United States; we use “ international ” or “ non-U.S. ” to refer to nations other than the United States. We use “ emerging markets ” in this Form 10-K to refer to countries included in the Morgan Stanley Capital International (“ MSCI ”) emerging markets index, which include, as of December 31, 2025: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey. Clients We provide diversified investment management and related services globally to a broad range of clients through our three distribution channels: Institutions, Retail and Private Wealth Management. S ee “Distribution Channels” in this Item 1 for additional information. As of December 31, 2025, 2024 and 2023, our AUM were approximately $867 billion, $792 billion and $725 billion, respectively, and our net revenues were approximately $4.5 billion, $4.5 billion and $4.2 billion, respectively. EQH ( our parent company ) and its subsidiaries, whose AUM consist primarily of fixed income investments, is our largest client. Our EQH affiliates represented approximately 16%, 17% and 16% of our AUM as of December 31, 2025, 2024 and 2023, and we earned approximately 4% of our net revenues from services we provided to them in each of 2025, 2024 and 2023, respectively. Assets Under Management (AUM) ($ billions) Net Revenues ($ billions) See “Distribution Channels” below and “Assets Under Management” and “Net Revenues” in Item 7 for additional information regarding our AUM and net revenues. Generally, we are compensated for our investment services on the basis of investment advisory and services fees calculated as a percentage of AUM. For additional information about our investment advisory and services fees, including performance-based fees, see “ Risk Factors ” in Item 1A and “Net Revenues – Investment Advisory and Services Fees” in Item 7 . Research Our high-quality, in-depth research is the foundation of our asset management and private wealth management businesses. We believe that our global team of research professionals, whose disciplines include economic, equity, fixed income and quantitative research, gives us a competitive advantage in achieving investment success for our clients. We also have experts focused on multi-asset strategies, wealth management, sustainability and impact strategies, and alternative investments. 2025 Annual Report 1 Table of Contents Part I Purpose and Values To AllianceBernstein, being a responsible firm means delivering better outcomes for our clients while upholding high ethical standards, building a strong culture, and promoting the future viability of our business. Our purpose and values describe the employee behaviors and actions that support these goals, and we work diligently across our business to bring them to life. Purpose — Pursue insight that unlocks opportunity. Our Values: • We invest in one another , meaning that we have a strong organizational culture where community and belonging is celebrated and mentorship is critical to our success. • We strive for distinctive knowledge , meaning that we collaboratively identify creative solutions to clients' investment challenges through our expertise in a wide range of investment disciplines. • We speak with courage and conviction , which informs how we engage with our AB colleagues, clients and other stakeholders. • We act with integrity — always , which is the bedrock of our relationships and drives us to avoid activities that could create potential conflicts of interest or distract us from our singular focus to provide high value asset management to our clients. We describe our firm's governance structure, including our Board and its committees, i Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Executive Overview 28 Market Environment 28 AB Holding 30 AB 32 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 56 AB Holding 56 AB 56 Item 8. Financial Statements and Supplementary Data 58 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 123 Item 9A. Controls and Procedures 123 Item 9B. Other Information 124 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 124 Part III Item 10. Directors, Executive Officers and Corporate Governance 125 Item 11. Executive Compensation 139 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 165 Item 13. Certain Relationships and Related Transactions, and Director Independence 169 Item 14. Principal Accounting Fees and Services 170 Part IV Item 15. Exhibits, Financial Statement Schedules 171 Item 16. Form 10-K Summary 173 Signatures 174 2025 Annual Report i Table of Contents Glossary of Certain Defined Terms AB AllianceBernstein L.P. (Delaware limited partnership formerly known as Alliance Capital Management L.P., “ Alliance Capital ”), the operating partnership, and its subsidiaries and, where appropriate, its predecessors, AB Holding and ACMC, Inc. and their respective subsidiaries. AB Holding AllianceBernstein Holding L.P. (Delaware limited partnership). AB Holding Partnership Agreement the Amended and Restated Agreement of Limited Partnership of AB Holding, dated as of October 29, 1999 and as amended February 24, 2006. AB Holding Units units representing assignments of beneficial ownership of limited partnership interest in AB Holding. AB Partnership Agreement the Amended and Restated Agreement of Limited Partnership of AB, dated as of October 29, 1999 and as amended February 24, 2006. AB Units units of limited partnership interest in AB. AUM AB's assets under management. Bernstein Transaction AB's acquisition of the business and assets of SCB Inc., formerly known as Sanford C. Bernstein Inc., and the related assumption of the liabilities of that business, completed on October 2, 2000. Equitable America Equitable Financial Insurance Company of America (f/k/a MONY Life Insurance Company of America, an Arizona corporation), a subsidiary of Equitable Holdings. Equitable Financial Equitable Financial Life Insurance Company (New York stock life insurance company), a subsidiary of Equitable Holdings. Equitable Holdings or EQH Equitable Holdings, Inc. (Delaware corporation) and its subsidiaries other than AB and its subsidiaries. Exchange Act the Securities Exchange Act of 1934, as amended. ERISA the Employee Retirement Income Security Act of 1974, as amended. GAAP U.S. Generally Accepted Accounting Principles. General Partner AllianceBernstein Corporation (Delaware corporation), the general partner of AB and AB Holding and a subsidiary of Equitable Holdings, and, where appropriate, ACMC, LLC, its predecessor. Investment Advisers Act the Investment Advisers Act of 1940, as amended. Investment Company Act the Investment Company Act of 1940, as amended. NYSE the New York Stock Exchange, Inc. Partnerships AB and AB Holding together. SEC the United States Securities and Exchange Commission. Securities Act the Securities Act of 1933, as amended. ii AllianceBernstein Table of Contents Part I Item 1. Business The words “ we ” and “ our ” in this Form 10-K refer collectively to AB Holding and AB and its subsidiaries, or to their officers and employees. Similarly, the words “ company ” and “ firm ” refer to both AB Holding and AB. Where the context requires distinguishing between AB Holding and AB, we identify which company is being discussed. Cross-references are in italics. We use “ global ” in this Form 10-K to refer to all nations, including the United States; we use “ international ” or “ non-U.S. ” to refer to nations other than the United States. We use “ emerging markets ” in this Form 10-K to refer to countries included in the Morgan Stanley Capital International (“ MSCI ”) emerging markets index, which include, as of December 31, 2025: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey. Clients We provide diversified investment management and related services globally to a broad range of clients through our three distribution channels: Institutions, Retail and Private Wealth Management. S ee “Distribution Channels” in this Item 1 for additional information. As of December 31, 2025, 2024 and 2023, our AUM were approximately $867 billion, $792 billion and $725 billion, respectively, and our net revenues were approximately $4.5 billion, $4.5 billion and $4.2 billion, respectively. EQH ( our parent company ) and its subsidiaries, whose AUM consist primarily of fixed income investments, is our largest client. Our EQH affiliates represented approximately 16%, 17% and 16% of our AUM as of December 31, 2025, 2024 and 2023, and we earned approximately 4% of our net revenues from services we provided to them in each of 2025, 2024 and 2023, respectively. Assets Under Management (AUM) ($ billions) Net Revenues ($ billions) See “Distribution Channels” below and “Assets Under Management” and “Net Revenues” in Item 7 for additional information regarding our AUM and net revenues. Generally, we are compensated for our investment services on the basis of investment advisory and services fees calculated as a percentage of AUM. For additional information about our investment advisory and services fees, including performance-based fees, see “ Risk Factors ” in Item 1A and “Net Revenues – Investment Advisory and Services Fees” in Item 7 . Research Our high-quality, in-depth research is the foundation of our asset management and private wealth management businesses. We believe that our global team of research professionals, whose disciplines include economic, equity, fixed income and quantitative research, gives us a competitive advantage in achieving investment success for our clients. We also have experts focused on multi-asset strategies, wealth management, sustainability and impact strategies, and alternative investments. 2025 Annual Report 1 Table of Contents Part I Purpose and Values To AllianceBernstein, being a responsible firm means delivering better outcomes for our clients while upholding high ethical standards, building a strong culture, and promoting the future viability of our business. Our purpose and values describe the employee behaviors and actions that support these goals, and we work diligently across our business to bring them to life. Purpose — Pursue insight that unlocks opportunity. Our Values: • We invest in one another , meaning that we have a strong organizational culture where community and belonging is celebrated and mentorship is critical to our success. • We strive for distinctive knowledge , meaning that we collaboratively identify creative solutions to clients' investment challenges through our expertise in a wide range of investment disciplines. • We speak with courage and conviction , which informs how we engage with our AB colleagues, clients and other stakeholders. • We act with integrity — always , which is the bedrock of our relationships and drives us to avoid activities that could create potential conflicts of interest or distract us from our singular focus to provide high value asset management to our clients. We describe our firm's governance structure, including our Board and its committees, in Item 10 of this Form 10-K. Investment Philosophy We believe that strong long-term investment outcomes are achieved through disciplined portfolio construction, differentiated research, and active risk management across market environments. Our investment approach integrates fundamental and quantitative insights, rigoro

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