SEI Investments Co: Form 10-K for the period ended Dec 31, 2025

Corporate overview

SEI Investments Company (together, with its subsidiaries unless otherwise noted, “SEI” or the “Company”) is a leading global provider of financial technology, operations, and asset management solutions that connect the financial services ecosystem across advice, asset management, and administration. Our enterprise operating model unifies technology, trust‑based custody, and investment management to help clients more effectively deploy their capital, whether that’s money, time, or talent, so they can better serve their clients and achieve their growth objectives.

We are headquartered in Oaks, Pennsylvania, and over 5,000 employees support clients from service centers located in the United States, United Kingdom, Ireland, Canada, continental Europe, India, and South Africa.

In 2025, we earned approximately 57% of our revenue from technology and operations outsourcing and 38% from asset management fees, with the remainder attributable to professional services and other ancillary services. We provide these services across four core client-oriented business segments; Investment Managers, Private Banks, Investment Advisors, and Institutional Investors. SEI serves leading institutions globally, including 8 of the top 20 U.S. banks and 43 of the top 100 investment managers worldwide, and we manage, advise or administer approximately $1.9 trillion in assets.

In December 2025, we completed the first stage of our strategic investment in Stratos Wealth Holdings (Stratos), a network of affiliated companies focused on supporting the success of financial advisors across business models and affiliation structures, reinforcing SEI's footprint in the advice segment and complementing our administration and asset management platforms.

Core capabilities and competitive differentiation

SEI’s core capabilities unify technology, operations, and asset management to power clients’ transformation across advice, asset management, and administration. We deliver modular or end‑to‑end solutions through a single, modern infrastructure that integrates platform technology, custody, operations, and investment expertise.

SEI’s competitive strengths are rooted in our integrated business model, technology leadership, and deep industry expertise. The following factors distinguish SEI in the marketplace and position the company to deliver sustained value for clients and shareholders:

• Integrated ecosystem across advice, asset management, and administration. SEI differentiates by operating a unified platform that combines technology, custody, operations, and investment management, capabilities that will fortify and support scaled growth of the strategic investment in Stratos.
• Leadership in alternatives and private markets. SEI is a recognized leader in private credit and alternative investment administration, serving many of the world’s largest alternative managers. The SEI Access™ platform

streamlines alternative investment access and processing for advisors and institutions, supporting the growing demand for private market solutions.

• Scaled, front‑to‑back capabilities for complex managers and private markets. SEI provides global fund administration, depositary, and middle‑office services and has distinctive strength serving large, multi‑strategy and private credit managers, benefiting from the continued shift from insourcing to outsourcing and expansion in retail‑accessible alternative structures (interval funds and Business Development Companies) and Collective Investment Trusts (CITs).
• Trust‑based custody integrated with modern wealth technology. Through SEI Private Trust Company (SPTC), client assets are held in the client’s name (no commingling, pledging, or margining), tightly integrated with the SEI Wealth PlatformSM to deliver an end‑to‑end, single‑infrastructure experience and multi‑custody data fidelity.
• Commitment to security, data, and AI. SEI invests heavily in cybersecurity, cloud infrastructure, and data analytics. The SEI Data Cloud, digital workflows, and embedded AI/automation tools drive operational efficiency, enhance reporting, and support scalable growth for clients.
• Strong, long-term client relationships. SEI’s client base includes leading banks, registered investment advisors (RIAs), institutional investors, and alternative managers, many of whom have partnered with SEI for decades. The firm’s focus on enterprise relationships and wallet share expansion is driving growth across segments.

Our clients include wealth managers, banks, investment advisors, asset managers, family offices, institutional investors, and ultra-high-net-worth investors.

(all dollar amounts in thousands)

Technology and operations

We provide the technology and operational infrastructure across the front, middle, and back office to help our clients scale, increase efficiency, and improve performance. Capabilities include:

• Business process outsourcing and custody;
• Fund administration, depositary services, investment accounting, and investor servicing;
• Curated suite of internally managed and third-party investment products, including ETFs, SMAs, and UMAs;
• Investment expertise in direct indexing, factor-based, alternatives, and tax management;
• Discretionary investment management for institutions in need of expertise, infrastructure and enhanced governance;
• Data and information management, analytics, and reporting;
• Regulatory and compliance service; and
• Network operations, cloud, and cybersecurity services.

Our proprietary technology platforms include the SEI Wealth PlatformSM (SWP) and its predecessor, TRUST 3000®. We use these technologies to deliver operations and administrative outsourcing services, including custodial and back-office accounting services.

SWP offers a modern, fully integrated, single‑infrastructure solution that unifies technology, operational outsourcing, and asset management. Capabilities span the front, middle, and back office and are designed to support a diverse mix of investors, accounts, and asset types. SWP’s open architecture and standardized integrations connect to other SEI capabilities (e.g., alternatives access, tax optimization) and client systems to enable a seamless wealth management experience.

Investment processing platforms are offered in Software‑as‑a‑Service (SaaS) or Platform‑as‑a‑Service (PaaS) delivery. SaaS includes investment processing software and information‑processing services. PaaS includes software and information‑processing services, as well as business‑process outsourcing services, including back‑ and middle‑office operations, accounting, and custodial services. We continue to expand SWP’s SaaS‑capabilities to support clients that prefer technology‑only deployments, while maintaining full‑service PaaS options for outsourced operations. We are also investing in SEI enterprise professional services delivery capabilities, enabling us to lead complex client change initiatives, streamline platform implementations, and deliver consultative solutions that drive operational efficiency and business transformation.

Our technology and operations platform also includes technology‑ and operationally‑enabled investment service capabilities for a broad range of traditional and alternative investment managers, delivered as unbundled product components for front, middle, and back offices through our Investment Managers segment. We are expanding wallet share with large, multi‑strategy managers by providing complex, cross‑jurisdiction solutions and retail‑accessible alternative investment operations and CIT administration for retirement plans.

We are embedding artificial intelligence (AI), robotic process automation (RPA), digital workflows and the SEI Data Cloud into core platforms to reduce manual processes and enhance analytics and reporting. AI adoption has accelerated productivity across teams. In May 2025, we launched a Global Capability Center (GCC) in Hyderabad, India to expand talent access and support follow‑the‑sun operations while maintaining excellent client service.

Asset management

We deliver comprehensive solutions for managing personal and institutional wealth, including investment strategies, customized model and portfolio management programs, and SEI-sponsored and third-party investment products designed to support clients’ organizational and personal goals.

Strategic Focus and Differentiation

Our asset management business is evolving to meet significant industry shifts, including the move from active to passive management, the rapid growth of alternatives, and the consolidation of the RIA sector. We have accelerated our pivot to address these trends, focusing on scalable, repeatable, and profitable solutions for clients.

Our strategic investment in the Stratos business repositions SEI in the private wealth and advisor ecosystem by giving the company a scaled, high‑growth, fee‑based advisory platform with proven recruiting, acquisition, and advisor‑enablement capabilities that SEI previously lacked. It creates an immediate and credible presence in advice delivery, expanding SEI beyond its historical role as a technology, custody, and asset‑management partner and into a more strategic, more central position across the entire wealth value chain. Stratos’ nationwide advisor network also broadens SEI’s distribution reach, creating natural entry points for SEI's outsourced chief investment officer, Private Wealth, SEI Access, alternatives, and asset management solutions, while its M&A engine strengthens SEI’s ability to meet growing advisor succession‑planning needs as the industry’s demographics shift.

The business is increasingly oriented toward serving larger, enterprise RIAs, banks, institutional clients, and independent broker-dealers, leveraging SEI’s technology, custody, and investment management capabilities as an integrated ecosystem. SEI’s trust-based custody model is particularly differentiated for upmarket RIAs and high-net-worth clients.

Product and Platform Innovation

Investment strategies are implemented through a broad suite of products, including ETFs, alternative investments, CITs, separately managed accounts, and mutual funds. We act as sponsor, administrator, transfer agent, investment advisor, distributor, and shareholder servicer for many of these products.

We are actively converting mutual fund assets to ETF structures to meet client demand for more attractive, flexible vehicles. Recent launches and conversions, such as the SEI DBi Multi-Strategy Alternative ETF (QALT), demonstrate our commitment to product innovation.

We are investing in technology platforms such as SEI Access, which is being developed into a marketplace for alternative investments, positioning us as a key provider for broker-dealers and advisors seeking access to alternatives. In addition, we are integrating our LifeYield acquisition to deliver industry‑leading tax management, tax‑transition, and tax‑alpha capabilities by incorporating LifeYield’s tax‑smart technology into the SEI Wealth Platform, enhancing multi‑account management, asset location, tax‑loss harvesting, and household‑level portfolio optimization.

Model Portfolio Leadership and Customization

We remain a leader in model portfolio solutions, with a long track record and significant market share. We are now integrating our institutional and advisor businesses to offer custom model portfolios, including alternatives, to larger RIAs and institutions. This “co-CIO” capability enables tailored solutions for clients with complex needs.

As of December 31, 2025, we managed $455.4 billion in assets including:

• $204.0 billion invested in fixed-income and equity funds and separately managed account programs;
• $243.2 billion invested in collective trust fund programs; and
• $8.2 billion invested in liquidity or money market funds.

An additional $99.2 billion in assets is managed by our unconsolidated affiliate LSV Asset Management (LSV), an RIA that specializes in value equity management for its clients.

Business segments overview

Our business segments are generally organized around our target markets. Financial information about each business segment is contained in "Note 12. Business Segment Information" included in our Notes to Consolidated Financial Statements.

The percentage of consolidated revenues generated by our business segments for the last three years was:

Investment Managers

We provide a comprehensive, outsourced investment management operating platform to alternative and traditional asset managers, fund companies, and sovereign wealth funds. Our clients include asset owners and a diverse, sophisticated group of alternative, traditional, and hybrid investment managers globally.

Our capabilities span the front, middle, and back office to manage assets, including supporting complex fund structures through best-in-class data and information management and analytics; investment operations; regulatory and compliance support; fund administration, fund accounting and depository services; investor reporting; distribution support; and middle office services. We also offer trustee, investment management, and administration services for CITs, serving the U.S. retirement market.

We are increasingly winning large, complex, multi‑strategy mandates and expanding wallet share with top managers, supported by our global footprint (including Luxembourg) and follow‑the‑sun delivery. SEI is a leader in private credit administration and services many of the largest alternative managers globally, and we are benefiting from the ongoing shift from insourcing to outsourcing among the largest firms. We are also investing in retail‑accessible alternatives and CITs for retirement plans to meet growing client demand.

SEI’s global operational footprint services funds in all major jurisdictions amid a constantly evolving regulatory environment. Our outsourcing solutions across the front-to-back office with best-in-breed technology accommodate investment managers of all sizes and complexities and enables them to focus on core business activities—from the unique needs of emerging and start-up managers to the complex needs of global, multi-asset hybrid managers.

Contracts for the outsourcing services we provide generally have terms ranging from three to five years, and fees are earned primarily as a percentage of assets under management and administration. In addition, 16% of the revenues for this segment is earned as account servicing fees. Investment Managers had $1.5 trillion in assets under management or administration as of December 31, 2025, with $1.0 trillion in alternative assets and $0.5 trillion in public assets.

Our competitors vary according to the asset class or solutions provided and the domiciles in which they operate. They include SS&C Technologies, State Street, BNY Mellon, Northern Trust, and Citco.

Private Banks

We provide technology, operations, and asset management solutions primarily to the wealth management businesses embedded within banks and trust companies, in addition to independent wealth advisors. Clients include several financial institutions whose relationships span decades with SEI.

Our solutions provide the investment processing, operations, and administrative capabilities that are vital to helping wealth management businesses achieve their business objectives, manage change and complex operations, replace legacy platforms, comply with regulations, and deploy capital more effectively.

We have meaningfully improved delivery and margins in recent years through stronger client engagement, standardized implementations, and the build‑out of SEI Professional Services to lead end‑to‑end change programs. Our strategy now emphasizes an enterprise approach; expanding wallet share with existing banks, moving down‑market with right‑sized offerings, and integrating asset management with technology and custody to deliver a unified ecosystem. We are also monetizing multi-custody solutions, digital workflows, data and AI capabilities (including SEI Data Cloud) and leveraging our Global Capability Center to scale while maintaining outstanding client service.

Contracts generally range from five to seven years. As of December 31, 2025, SEI has approximately $8.1 trillion in assets on SEI’s wealth management platforms, with $1.9 trillion in assets on SWP and $1.2 trillion in assets custodied with SPTC.

Our competitors include in-house information technology organizations, as well as wealth management technology service providers such as Fidelity National Information Services, Inc. (FIS), Fi-Tek, SS&C Innovest, FNZ UK Ltd. and Avaloq.

This segment also provides asset management programs to banks, wealth managers and other financial services firms. We are sharpening our upmarket focus and cross‑selling SEI’s investment capabilities alongside technology and trust‑based custody, with increasing attention to alternatives access. Competitors for our asset management services may include in-house investment teams and global asset management firms, such as LPL Financial and BlackRock.

Investment Advisors

We provide wealth management technology, operations, and asset management solutions for independent financial advisors across the RIA, bank, and independent broker-dealer market segments.

This segment offers both fully integrated and unbundled solutions that enable advisors to devote more of their resources to growing their businesses and achieving better financial outcomes for their clients.

Our clients are responsible for the investor relationship, including financial plan creation, investment strategy implementation, tax management, and customer education and servicing. We provide advisors with a flexible operating platform offering a complete end-to-end business, technology and operational solution with capabilities across the front, middle, and back office, including:

• Technology and administrative services: Enabled by the SEI Wealth Platform, these services include front-office investment management and end-investor collaboration capabilities, middle-office administrative outsourcing, and back-office processing and custody services.
• Customized investment management programs: We provide advisors with an array of investment programs to customize portfolios for their personal or institutional investors. These programs include goals-based strategies, SEI-curated models that utilized multiple structures such as direct indexing, separately managed accounts, ETFs, and mutual funds, to help advisors align diversified portfolios with client needs. In addition, we are expanding our tax‑management capabilities, including asset location, tax‑loss harvesting, tax‑efficient multi‑account household portfolio management, and tax‑transition services, enabling advisors to optimize after‑tax outcomes for their clients.
• Advisor services: We help advisors manage and grow their businesses by offering consultative practice management services, including access to our business transition services, case management expertise, third-party applications, thought leadership, and marketing and growth programs.

Fees are typically bundled and embedded in asset management or custody fees.

We compete with other custodians and providers of advisor technology products, money managers (both active and passive), turnkey asset management platform providers, and broker-dealers with affiliated advisor networks. Principal competitors include investment advisory platform providers, such as Envestnet and Orion, as well as diversified firms that focus on custody operations, such as Charles Schwab & Co., Inc., and Fidelity Investments.

Institutional Investors

Our Institutional Investors business is one of the first and largest providers of outsourced investment management services. Providing fully outsourced CIO (OCIO) and unbundled OCIO services, we primarily serve retirement plan sponsors, healthcare systems, higher education, not-for-profit organizations, and other institutional asset owners.

• OCIO: Supports institutional investors who delegate investment management decisions through a flexible implementation model. Investors outsource some or all investment management functions based on their preferred governance structure, business needs, and financial objectives.
• Unbundled OCIO: Supports internal investment teams through SEI NovusSM, a global portfolio intelligence tool, and SEI’s comprehensive investment processing, shadow accounting, and data and workflow management, as well as access to alternative investment product analytics.

Both fully outsourced and unbundled solutions leverage the breadth of our investment management, advisory, administration, technology, and operational capabilities to help institutional investors make more confident decisions, achieve greater control, reduce risk, and improve efficiencies.

Competitors for OCIO services at larger institutional investors may include global advisory firms offering fiduciary consulting and management services, such as Mercer, Aon Hewitt and Willis Towers Watson, as well as asset management firms like BlackRock and Goldman Sachs. Competitors for unbundled OCIO services include data analytics software firms and investment data management providers.

Fees in our Institutional Investors business are primarily earned as a percentage of average assets under management calculated using the average of the four-month ending balances preceding the billing date.

Investments in New Businesses

The Investments in New Businesses segment represents other business ventures or research and development activities intended to expand our solutions to new or existing markets, including ultra-high-net-worth families who reside in the United States. This segment also includes costs associated with providing managed security services through SEI Sphere™ and the modularization of larger technology platforms.

Human capital

Our talented workforce is the key to our ability to serve our clients globally. At December 31, 2025, we had 4,997 full-time and 32 part-time employees.

Employee unions do not represent any of our employees.

Corporate sustainability

Our values are the foundation from which we drive our company’s and our clients’ long-term success and make an impact on our communities. We work with each other and welcome diverse perspectives to foster an inclusive environment and solve problems that matter. We think and act like owners, having the courage to push boundaries and do the right thing in the best interest of our company, clients, and community.

Regulatory considerations

We conduct our operations through several regulated wholly-owned subsidiaries. These subsidiaries include:

• SEI Investments Distribution Co., or SIDCO, a broker-dealer registered with the SEC under the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority, Inc., or FINRA;
• SEI Investments Management Corporation, or SIMC, an investment advisor registered with the SEC under the Investment Advisers Act of 1940 and with the Commodity Futures Trading Commission, or CFTC, under the Commodity Exchange Act;
• SEI Private Trust Company, or SPTC, a limited purpose federal thrift chartered and regulated by the Office of the Comptroller of the Currency;
• SEI Trust Company, or STC, a Pennsylvania trust company, regulated by the Pennsylvania Department of Banking and Securities;
• SEI Institutional Transfer Agent, Inc., or SITA, a transfer agent registered with the SEC under the Securities Exchange Act of 1934.
• SEI Investments (Europe) Limited, or SIEL, an investment manager and financial institution subject to regulation by the Financial Conduct Authority of the United Kingdom, or FCA;
• SEI Investments Canada Company, or SEI Canada, an investment fund manager that has various other capacities that is regulated by the Ontario Securities Commission and various provincial authorities;
• SEI Investments Global, Limited, or SIGL, a management company for Undertakings for Collective Investment in Transferable Securities, or UCITS, and for Alternative Investment Funds, or AIFs, that is regulated primarily by the Central Bank of Ireland, or CBI;
• SEI Investments - Global Fund Services, Ltd., or GFSL, an authorized provider of administration services for Irish and non-Irish collective investment schemes that is regulated by the CBI;
• SEI Investments - Depositary and Custodial Services (Ireland) Limited, or D&C, an authorized provider of depositary and custodial services that is regulated by the CBI;
• SEI Investments - Luxembourg S.A., or SEI Lux, a professional of the specialized financial sector subject to regulation by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg;
• SEI Investments Global (Cayman), Ltd., a full mutual fund administrator that is regulated by the Cayman Island Monetary Authority;
• SEI Investments (South Africa) (PTY) Limited, a Private Company that is a licensed Financial Service Provider regulated by the Financial Sector Conduct Authority; and
• SEI Investments - Guernsey Limited, a provider of custody, administration and reporting services that is regulated by the Guernsey Financial Services Commission.

In addition to the regulatory authorities listed above, our subsidiaries are subject to the jurisdiction of regulatory authorities in other foreign countries or jurisdictions. Further, in connection with completing the first stage of our strategic investment in Stratos, we own 57.5% of the holding company that holds the equity of Stratos Wealth Securities, LLC, a limited purpose broker-dealer registered with the SEC under the Securities Exchange Act of 1934 and a member of FINRA, and the following SEC registered investment advisors:

• Stratos Wealth Advisors, LLC;
• Stratos Wealth Partners, Ltd.;
• Stratos Investment Management, LLC;
• Renaissance Investment Group, LLC; and
• Norland LLC.

In addition to our wholly-owned or majority-owned subsidiaries, we also own a minority interest of approximately 38.5% in LSV, which is also an investment advisor registered with the SEC.

The Company, its regulated subsidiaries, their regulated services and solutions and their customers are all subject to extensive legislation, regulation, and supervision that recently has been subject to, and continues to experience, significant change and increased regulatory activity. These changes and regulatory activities could have a material adverse effect on us and our clients.

The various governmental agencies and self-regulatory authorities that regulate or supervise the Company and its subsidiaries have broad administrative powers. In the event of a failure to comply with laws, regulations, and requirements of these agencies and authorities, or to meet regulator expectations, the possible business process changes required or sanctions that may be imposed include the suspension of individual employees, limitations on our ability to engage in business for specified periods of time or a direction that we comply with certain restrictions, the revocation of applicable registration as a broker-dealer, investment advisor or other regulated entity, and, as the case may be, censures and fines. Currently, our subsidiary in the United Kingdom, SIEL, is working with the FCA to determine the nature and scope of remedial actions in which SIEL will engage in order to meet the FCA's expectations and to enable SIEL to continue to grow and execute on its development and offering of new products and solutions. Additionally, certain securities and banking laws applicable to us and our subsidiaries provide for certain private rights of action that could give rise to civil litigation. Any litigation could have significant financial and non-financial consequences including monetary judgments and the requirement to take action or limit activities that could ultimately affect our business.

Governmental scrutiny from regulators, legislative bodies, and law enforcement agencies with respect to matters relating to our regulated subsidiaries and their activities, services and solutions, our business practices, our past actions and other matters has increased dramatically in the past several years. Responding to these examinations, investigations, actions, and lawsuits, regardless of the ultimate outcome of the proceeding, is time consuming and expensive and can divert the time and effort of our senior management from our business. Penalties, fines and changes to business processes sought by regulatory authorities have increased substantially over the last several years, and certain regulators have been more likely in recent years to commence enforcement actions or to advance or support legislation targeted at the financial services industry. We continue to be subject to inquiries from examinations and investigations by supervisory and enforcement divisions of regulatory authorities and expect this to continue in the future. We believe this is also the case with many of our regulated clients. Governmental scrutiny and legal and enforcement proceedings can also have a negative impact on our reputation, our relationship with clients and prospective clients, and on the morale and performance of our employees, which could adversely affect our businesses and results of operations.

We are subject to U.S. and foreign anti-money laundering and financial transparency laws that require implementation of regulations applicable to financial services companies, including standards for verifying client identification and monitoring client transactions and detecting and reporting suspicious activities. We offer investment and banking solutions that also are subject to regulation by the federal and state securities and banking authorities, as well as foreign regulatory authorities, where applicable. Existing or future regulations that affect these solutions could lead to a reduction in sales of these solutions or require modifications of these solutions.

We must comply with economic sanctions and embargo programs administered by the Office of Foreign Assets Control (OFAC) and similar national and multinational bodies and governmental agencies outside the United States, as well as anti-corruption and anti-money laundering laws and regulations throughout the world. We can incur higher costs and face greater compliance risks in structuring and operating our businesses to comply with these requirements. Furthermore, a violation of a sanction or embargo program or anti-corruption or anti-money laundering laws and regulations could subject us and our subsidiaries, and individual employees, to regulatory enforcement actions as well as significant civil and criminal penalties.

Our businesses are also subject to privacy and data protection information security legal requirements concerning the use and protection of certain personal information. These include those adopted pursuant to the Gramm-Leach-Bliley Act and the Fair and Accurate Credit Transactions Act of 2003 in the United States, the General Data Protection Regulation (GDPR) in the EU, Canada’s Personal Information Protection and Electronic Documents Act, the Cayman Islands' Data Protection Law, and various other laws. Privacy and data security legislation is a priority issue in many states and localities in the United States, as well as foreign jurisdictions outside of the EU. For example, California enacted the California Consumer Privacy Act (CCPA) which broadly regulates the sale of the consumer information of California residents and grants California residents certain rights to, among other things, access and delete data about them in certain circumstances. Other states are considering similar proposals. Such attempts by the states to regulate have the potential to create a patchwork of differing and/or conflicting state regulations. Ensuring compliance under ever-evolving privacy legislation, such as GDPR and CCPA, is an ongoing commitment, which involves substantial costs.

Compliance with existing and future regulations and responding to and complying with recent increased regulatory activity affecting broker-dealers, investment advisors, investment companies, financial institutions, and their service providers could have a significant impact on us. We periodically undergo regulatory examinations and respond to regulatory inquiries and document requests. In addition, recent and continuing legislative activity in the United States and in other jurisdictions (including the European Union and the United Kingdom) have made and continue to make extensive changes to the laws regulating financial services firms. As a result of these examinations, inquiries, and requests, as a result of increased civil litigation activity, and as a result of these new laws and regulations, we engage legal counsel and other subject matter experts, review our compliance procedures, solution and service offerings, and business operations, and make changes as we deem necessary or as may be required by the applicable authority. These additional activities and required changes may result in increased expense or may reduce revenues.

Our bank clients are subject to supervision by federal, state, and foreign banking and financial services authorities concerning the manner in which such clients purchase and receive our products and services. Our plan sponsor clients and our subsidiaries providing services to those clients are subject to supervision by the Department of Labor and compliance with employee benefit regulations. Investment advisor and broker-dealer clients are regulated by the SEC, state securities authorities, or FINRA. Existing or future regulations applicable to our clients may affect our clients’ purchase of our products and services.

In addition, see the discussion of governmental regulations in Item 1A, Risk Factors for a description of the risks that the current regulatory regimes and proposed regulatory changes may present for our business. See also “Note 10. Commitments and Contingencies” included in our Notes to Consolidated Financial Statements for a more fulsome summary of our current regulatory matters with the FCA.

We believe that the risks and uncertainties described below are those that impose the greatest threat to the sustainability of our business. However, there are other risks and uncertainties that exist that may be unknown to us or, in the present opinion of our management, do not currently pose a material risk of harm to us. The risk and uncertainties facing our business, including those described below, could materially adversely affect our business, results of operations, financial condition, capital position, liquidity, competitive position or reputation, including by materially increasing expenses or decreasing revenues, which could result in material losses or a decrease in earnings.

Strategic & Business Model Risks

Market-Driven Risks. Our financial performance is heavily influenced by conditions in the capital markets and the value of assets we manage or administer. A significant portion of our revenues is earned as fees based on the market value of client assets. Declines in asset values, whether due to overall market downturns or poor performance of specific investment products, directly reduce our assets under management or administration and thereby our revenue and earnings. Similarly, adverse economic conditions or negative investor, consumer, and business sentiment can dampen demand for our products and services, leading to lower business activity and fee revenues. We also earn important fee income from programs that sweep client cash into interest-bearing deposit accounts at third-party banks. Changes in interest rates or significant client withdrawals from these sweep programs could decrease the fees we earn and negatively impact our profitability. Furthermore, periods of market volatility, geopolitical turmoil, illiquid markets, or other disruptions can make it difficult to value or liquidate certain investments. In extreme cases, we or our clients might be forced to sell assets at depressed prices or write down valuations, causing losses. In summary, sustained market declines or extreme market dislocations could materially erode our revenue, earnings, and overall firm value. In addition, prolonged market volatility may impact our ability to attract new assets or retain existing clients, which could adversely affect our financial performance. Finally, investor and client perception of the risks attendant to the business models of our various market units and our ability to successfully manage these risks, including those related to the potential disruptions from automation, artificial intelligence and machine learning, may significantly affect our value.

Client and Relationship Risks. Our business depends on maintaining strong relationships with clients across all segments, including investment management, technology outsourcing, and fiduciary services. We are exposed to risks that could lead to client attrition, unfavorable contract renewals, or termination of agreements, each of which could materially reduce our revenues and earnings.

We may lose clients for a variety of reasons beyond poor investment performance. While investment performance relative to benchmarks and competitors remains a critical factor for retaining assets under management, clients may also leave due to pricing pressure, service disruptions, technology platform issues, or competitive innovations such as AI-driven solutions and tokenized products. Consolidation among financial institutions may reduce the number of potential clients or lead to rationalization of services we provide. Strategic shifts by clients, including decisions to internalize functions we currently perform, can also result in attrition. Because certain clients represent a significant portion of our assets under management or administration, the loss of one or more large clients could disproportionately impact our financial results.

Our investment advisory and outsourcing contracts may be terminated or may not be renewed on favorable terms. We derive a substantial portion of our revenue from providing investment advisory and technology services under long-term agreements. These agreements often allow clients to terminate with limited notice or penalty. For example, U.S. mutual fund management contracts must be renewed annually by boards of trustees, a majority of whom are independent from SEI. Our fee arrangements under any advisory or management contracts may be reduced, including at the behest of a fund’s board of trustees. Similarly, outsourcing contracts for technology platforms may be renegotiated or terminated early, particularly if clients seek cost reductions, regulatory changes alter service requirements, or competitors offer more advanced solutions. If several of our clients terminate their contracts, liquidate funds, or fail to renew agreements on favorable terms, our assets under management, revenue, and earnings could decline.

Client relationships are also affected by external factors such as market volatility, regulatory changes, and industry consolidation. In addition, our ability to retain and grow client relationships depends on our capacity to innovate and deliver new products and services that meet evolving client needs, including ESG solutions, AI-driven strategies, and tokenized investment products. Failure to anticipate and respond to these changes could impair our competitive position and lead to client attrition or unfavorable contract renegotiations.

Fee Compression and Competitive Pricing Pressure. We face persistent pricing pressure across our industry. Investor demand for low-cost solutions, the rise of passive strategies, and competition from fintech and technology-driven firms have driven fee reductions. If we are unable to demonstrate value or match competitive pricing, our margins and profitability may decline.

Product Development and Innovation Risks. We depend on continuous innovation and improvement of our products and services to drive growth and meet client needs, and failures in this area pose significant risk. If we are unable to develop and deliver new products or enhancements that address our clients’ needs, provide competitive value, and are ready in a timely manner, our business could suffer. For example, much of our technology development effort is devoted to our core platforms, such as the SEI Wealth Platform℠ and TRUST 3000®, and our other proprietary processing systems, and their ongoing evolution is critical to our value proposition. Delays, cost overruns, or performance problems in enhancing these mission-critical systems could impair our competitiveness or reputation. We are also mindful that new products or solutions we introduce might not function as expected or could experience errors and disruptions, which can lead to client dissatisfaction, remediation costs, legal liability, or damage to our reputation. Additionally, implementing certain product innovations (particularly those involving cloud-based solutions or other third-party technology changes) often requires obtaining consents or cooperation from clients and vendors. These external parties may withhold approval or demand onerous terms, which can slow down or even thwart our product development efforts, potentially making some initiatives impractical despite their strategic value.

Developing and launching new products and services in our industry typically demands significant time, resources, and ongoing support. There are substantial uncertainties in this process, including the need to establish new operational processes and controls, to anticipate shifting client preferences, to respond to new competitors or technologies, and to ensure compliance with evolving regulatory requirements. Many emerging investment offerings do not gain traction immediately, it can take several years for a new product to build the performance track record and client acceptance required to attract significant asset inflows. During this incubation period, we must invest in development, marketing, and support without assurance that the product will ultimately succeed. For instance, client demand has increasingly expanded into alternative investments (such as private equity, hedge funds, real estate, and infrastructure) as they seek diversification beyond traditional asset classes. Offering and supporting these alternative investment products presents unique challenges. Unlike traditional securities with well-established automated processes, alternative assets often lack widely adopted technological infrastructure for administration, leading to more manual processes and bespoke operational support. This increases our operational complexity and the risk of errors or inefficiencies. Moreover, as noted, new alternative products usually require a multi-year track record before they can attract substantial assets under management, which delays revenue and may strain resources. We have also pursued innovation in other newer areas of asset management, for example, developing tax optimization and tax‐harvesting programs, which likewise need time to prove their effectiveness and appeal to investors. If we fail to continue innovating successfully, fail to introduce new products and services that gain market acceptance, or fail to manage the complexities and risks associated with these innovations, our competitive position could deteriorate. In such a scenario, we could lose market share, and our revenue and earnings (particularly those tied to assets under management or administration) may decline. Even when our new offerings do perform as intended, they may not generate significant revenue or profit for some time, if ever. It’s possible that some new products will never achieve profitable scale, or that their operating margins are thinner than our historical averages. Should our development initiatives not meet client expectations, or if we cannot support new products in a cost-effective and compliant way, we could incur substantial costs, experience reputational harm, and ultimately suffer financial losses.

Business Model Innovation and Expansion Risks. As part of our strategy, we may pursue new business models or distribution channels to drive growth, and these strategic shifts carry their own risks. For example, while we have explored and in some cases engage in direct-to-consumer (B2C) offerings, serving individual investors directly can increase operational and regulatory complexity: it entails handling a much larger number of client accounts and transactions, which raises the possibility of processing errors or fraud and generally drives higher servicing costs. Direct consumer engagement also heightens exposure to cybersecurity threats and data privacy concerns, since a breach or service disruption could impact a broad retail client base and attract greater scrutiny from regulators and the public. Participating in consumer markets may require substantial investments in marketing, support infrastructure, and compliance capabilities that differ from our institutional business, and we face established competitors in the retail financial services space.

More broadly, any significant shift in our business model, broadening our offerings or presence in existing markets or geographies, or entry into a new market segment or geography, technology-driven platforms, or partnerships, can take considerable time to yield results, and there is no guarantee of success. These initiatives might not generate meaningful revenue or profit for several years, if at all, and their ultimate viability is uncertain. If our strategic expansions or innovations are not executed effectively, or if they fail to resonate with target customers, we could divert management attention and capital without adequate return. In turn, an unsuccessful business model innovation could undermine our growth prospects and earnings. Conversely, if we were to misjudge or hesitate in adapting to industry changes, for instance, failing to offer services in channels that clients prefer, we could lose relevance. Overall, managing the evolution of our business model in response to technological change and market trends is a delicate task; failure to balance innovation with effective execution and risk control in this area could adversely affect our competitive position and financial performance.

Market Consolidation and Competitive Disruption. The financial services industry is highly competitive and is being reshaped by consolidation and technological disruption, including the changes in the technology development and the delivery of services related to automation, artificial intelligence and machine learning. These dynamics continue to pressure our fees, challenge our market share, and could adversely affect our revenues and earnings. The investment management business has relatively low barriers to entry, and in recent years we have faced persistent pricing pressure. New competitors (including fintech startups and automated “robo-advisors”) have introduced lower-cost investment products and services, while investor preferences have shifted toward low-fee passive strategies. These trends have driven a general decline in fee levels across many market segments. We expect this price competition to continue; investors are demanding more value for less cost and established firms and new entrants alike are cutting fees or margins to win business. If we are forced to reduce the fees for our services or cannot match the pricing of competitors, our profit margins and earnings will likely suffer. Moreover, advances in technology are accelerating this trend. For example, some competitors are beginning to deploy artificial intelligence-driven pricing and portfolio management, which could enable them to optimize service pricing or investment performance in ways that attract clients. Firms that successfully leverage these innovations may gain a significant competitive advantage, making it harder for us to retain or grow our client base.

Beyond pricing pressure, the competitive landscape is evolving with the entry of non‑traditional players, including fintech firms and large technology companies (“big tech”), into asset management and processing services. Many of these new entrants boast superior technological capabilities or well-known consumer brands, and in some cases, they operate under lighter regulatory constraints than diversified financial institutions like SEI. Additionally, advances in artificial intelligence have also made the development of technology solutions more attainable to a broader range of firms and potentially require less capital-intensive business models. These differences can give competitors a cost or agility advantage. A tech-driven rival with lower compliance costs or a disruptive business model can potentially offer services at a lower price point or deliver innovative client experiences that we might find difficult to match under our existing cost, regulatory and operating framework. If we fail to compete effectively against these emerging players, we could lose market share to firms that are not as burdened by regulation or that benefit from technology-based advantages.

At the same time, consolidation in the financial services industry is altering the competitive environment. Over the past several years, numerous firms in our space have merged, been acquired, or exited the business. As competitors combine, the survivors often emerge larger and with more resources, including broader product lines and more geographically diverse client bases. We could increasingly find ourselves up against a smaller number of much larger competitors with greater capital, scale, and range of services. These consolidated firms might be able to invest more heavily in technology, withstand fee reductions, or bundle a wider array of services, making competition more intense in the segments we serve. There is also the possibility of entirely new competitors arising from consolidation or realignment in adjacent industries (for example, a large technology or consulting firm acquiring capabilities to enter our markets). Heightened competition from any of these sources, whether traditional peers, fintech/big tech entrants, or enlarged consolidated institutions, puts pressure on the key factors by which we differentiate ourselves and could impair our growth.

We compete across multiple dimensions. SEI’s business model offers a broad suite of integrated investment management programs and back-office processing services, often delivered on a bundled basis through our proprietary platforms (such as the SEI Wealth Platform℠ and TRUST 3000®). The breadth of this offering allows us to contend on a number of factors, including the performance of our investment products, the value of our fee structure, the quality and reliability of our operational services, our reputation and track record in the industry, and our ability to innovate and adapt to clients’ changing needs (including adopting new technologies when appropriate). Our success has been built on excelling in these areas simultaneously. However, increased competition on any of these fronts could erode our advantages. Any such competitive erosion would likely lead to a decline in our revenues and earnings.

Finally, market consolidation among our own clients poses a strategic risk to our business. Many of SEI’s clients are financial institutions and investment managers themselves, and if they engage in mergers or acquisitions, the pool of potential clients can shrink. A merger of two firms that each use our services might result in one combined entity that requires fewer of our solutions (or has duplicate services that get rationalized). In some cases, a larger combined client may decide to internalize functions that we previously provided, using their greater scale to build in-house capabilities instead of outsourcing to SEI. Consequently, consolidation in the markets we serve could reduce the number of clients or the scope of services they outsource, which may limit our opportunities for revenue growth. We may face the dual challenge of winning business from a consolidating client base while also contending with ever-stronger competitors in the marketplace. If we cannot offset these consolidation effects by attracting new business, our future revenue and earnings growth could be negatively impacted.

In sum, intensifying competition, whether through fee compression, technology development advantages, disruptive new entrants, or industry consolidation, is an ongoing reality of our industry. We must continue to adapt, invest in innovation, and demonstrate the value of our platforms and services to clients. If we fail to keep pace with these competitive and structural changes, our business and financial results could be adversely affected.

Key Personnel and Human Capital Risks. Our success heavily depends on the leadership and expertise of our key people. Any loss of critical individuals, or broader challenges in managing our workforce, could disrupt our operations and impair our performance.

We rely on a relatively small group of executive officers and senior managers whose industry knowledge, client relationships, and institutional experience are crucial to our business. Many of these leaders have long tenures at SEI and, importantly, most do not have fixed-term employment agreements with us. This means they could leave at any time. The unexpected departure of any of our top executives or other key personnel could deprive us of important expertise and leadership, potentially causing a material adverse effect on our operations and strategic direction. Any gap in leadership, or even a protracted transition period, might erode stakeholder confidence or hinder important initiatives.

In addition to leadership retention, we face wider human capital challenges related to maintaining an effective workforce. As a company looking to manage expenses and remain efficient, we have undertaken headcount reduction initiatives (such as hiring freezes, targeted staff cuts, or voluntary separation programs) to create efficiencies and optimize our operating model. While such measures provide short-term benefit, they carry longer-term risks. Significant reductions in workforce can lead to the unintentional loss of institutional knowledge and high-performing employees, increased workload stress on remaining staff, and decreased morale across the organization. Service quality or innovation may suffer due to fewer personnel or lower employee engagement. Likewise, limiting investment in new talent or training could leave us ill-equipped to support or achieve our growth expectations, especially as our business evolves or more senior employees retire.

Moreover, our ability to identify, attract, develop, and retain talented employees at all levels is crucial to our ongoing success. If we cannot hire and retain people with the necessary expertise, or if turnover in key roles rises, our client service, product development, and operational capabilities could be weakened. High turnover can also increase costs (due to recruitment and training) and impede our ability to pursue new opportunities or to maintain consistent relationships with clients and partners.

Outsourcing and Offshoring Strategy Risks. We have undertaken a major internal offshoring initiative by establishing a Global Capability Center (GCC) in India to improve efficiency and access specialized talent. While this strategy offers potential benefits, it also introduces significant new risks to our operations and financial performance.

Operating a captive center in India introduces an obligation to navigate different local laws and regulations, manage cultural and communication differences (including coordination across time zones), and ensure effective remote supervision, all of which can impede smooth collaboration and control. In addition, the GCC’s activities are exposed to external risks in the region, such as geopolitical uncertainties, shifts in local regulatory policy, or economic instability. Such factors could disrupt our business processes or unexpectedly increase operating costs. We also depend heavily on local infrastructure and technology systems at the GCC. These systems may be vulnerable to outages, cyber-security threats, natural disasters, or other disruptions beyond our direct control. Any significant interruption in our India center’s operations, for example, a prolonged network blackout, political unrest, or a security breach, could impair our ability to serve clients in a timely and reliable manner. This, in turn, might lead to reputational damage, client dissatisfaction, and financial losses.

The success of our GCC strategy also hinges on human capital factors principally, our ability to attract and retain skilled employees in India. The technology and financial services labor market in India is competitive, and demand for experienced professionals may outpace supply. As a result, we risk facing staff attrition or upward pressure on wages, which could erode the cost advantages we sought through offshoring. If turnover at the GCC is higher than expected, we could lose critical knowledge and see productivity decline, while having to incur higher recruitment and training costs. Additionally, we must effectively integrate GCC’s operations with our global processes and maintain the same quality and compliance standards as in our other locations. Managing a geographically distant team requires considerable effort in knowledge transfer, process alignment, and quality control. Any failure to synchronize the India center’s activities with our broader operations or drop in the quality of services provided by the GCC, could undermine our overall efficiency and client service levels. Significant problems with the GCC could have a material adverse effect on our business operations, financial condition, and results of operations.

M&A Execution and Integration Risks. Our ability to derive value from mergers, acquisitions, and strategic partnerships is uncertain, especially when integrating large or cross-border transactions. If we cannot smoothly combine acquired businesses into our operations, we may fail to realize expected benefits, and our financial results could suffer.

We have pursued acquisitions, divestitures, joint ventures, and alliances as part of our growth strategy, and each such deal carries significant risks and uncertainties. Combining or separating business units is inherently complex: we must merge or carve out accounting and data systems, align management controls, and integrate relationships with clients, counterparties, and vendors. Large acquisitions can strain our resources and attention, particularly if they involve geographically dispersed operations or partial ownership structures. In some cases, we acquire less than 100% of a company or enter joint ventures, which means we rely on systems and personnel we don’t fully control and must cooperate with outside partners. Any conflicts or disagreements with joint venture or minority partners can further complicate decision making and undermine the intended benefits of the deal. There is also no guarantee that transactions will yield the synergies or strategic objectives anticipated. If we fail to integrate an acquired business effectively, or if a divestiture or restructuring proves more costly or complicated than expected, our operations and financial condition could be materially and adversely affected.

The risks are amplified for acquisitions that expand our geographic footprint or involve cross-border operations. Integrating a business in a new geography requires managing teams, systems, and facilities that are geographically separated, and it demands blending different corporate cultures and business practices. We must also ensure compliance with foreign laws and regulatory requirements, which may be quite different from those in our home market. Cross-border deals introduce currency exchange risk (e.g., if the local currency fluctuates against the U.S. dollar) and can expose us to differences in how intellectual property rights are enforced, local market consumer preferences, and other nuances of operating in a new region. Moreover, general economic or political conditions in the new territory can impact the success of the acquisition – for instance, if a country’s economy weakens or its regulatory climate shifts, the business we bought there might underperform expectations. All these factors can make it harder to achieve the growth or efficiency goals that motivated the transaction in the first place.

In 2025, we agreed to acquire a 57.5% majority stake in Stratos Wealth Holdings, a U.S.-based wealth management firm, for approximately $544.0 million. Stratos operates an extensive network of over 350 financial advisors and has an affiliate in Mexico that we have the opportunity to acquire and one which we expect to close in 2026, subject to satisfactory due diligence and regulatory approval. We formed SEI-Eclipse Holding Company, LLC (SEI-Eclipse) as the holding company for this partnership. The transaction involves significant integration risks, including consolidating financial statements, and aligning technology platforms, compliance processes, and service models, as well as managing cultural differences and retaining key talent. Cross-border complexities related to the Mexico affiliate that we may also acquire add regulatory and operational challenges. Failure to integrate effectively, consolidate financial statements in a timely and accurate manner, secure regulatory approvals, or retain advisors could delay or reduce financial benefits or anticipated synergies. Stratos continues to operate under its existing brand, with its executive management team having control over the exercise of certain minority interest and governance rights, which may limit our ability to fully control integration.

More broadly, acquisitions carry inherent risks, including unforeseen liabilities, technology gaps, and resource diversion. If integration costs exceed expectations or synergies do not materialize, our business, financial condition, and results of operations could be adversely affected.

Operational Risks

Third-Party Service Provider Dependencies. We rely on third-party suppliers for essential functions, including software development, processing, support, licensed software, software-as-a-service platforms, business process outsourcing, cloud hosting, and the Automated Clearing House (ACH) network. This reliance is expected to continue and may increase over time.

The financial entities and technology systems we depend on have become increasingly interconnected and complex. Consolidation among clearing agents, exchanges, and clearing houses, combined with heightened interconnectivity among financial institutions and central agents, has amplified the risk of operational failure at both individual and industry-wide levels. Accelerated integration timelines further elevate these risks.

A failure by a third-party provider could impair our ability to deliver contractual services, process transactions accurately, or meet regulatory obligations. If a provider is unable or unwilling to perform adequately, we may incur significant costs to internalize services, implement alternatives, or compensate clients for resulting losses. Breakdowns in third-party systems or unauthorized actions by consultants and subcontractors could lead to financial loss, business disruption, regulatory sanctions, or reputational harm. We also depend on critical market infrastructure, such as clearing and settlement systems like the Depository Trust Company (DTC). Disruptions in these systems could hinder our ability to execute transactions, meet client obligations, and maintain liquidity, creating systemic risks that could materially affect operations.

Additionally, we rely on investment sub-advisers to manage significant portions of assets within our programs. Failures in oversight or misconduct by these firms, including regulatory noncompliance or fraud, could result in financial loss, sanctions, or reputational damage. Transitioning assets between sub-advisers or insourcing these functions may also present operational challenges.

Further, we depend on third-party pricing services to value securities in our investment products. Inaccurate valuations, particularly for securities without readily available market prices, could adversely affect revenues and earnings from assets under management.

Finally, many investment advisors distributing our products are affiliated with independent broker-dealers or networks that require approval of our offerings. Failure to obtain or maintain these approvals could negatively impact our ability to market and distribute investment products.

Process Errors (Fund Accounting, Investment Operations, Pricing Services). Our operations involve complex processes that require accuracy and judgment, particularly in fund accounting, investment operations, and pricing services. These activities include manual trade placement and other transaction processing steps, which carry inherent risk of human error. Mistakes in trade execution or manual processing could result in financial losses, regulatory issues, and reputational harm.

Valuations of certain assets depend on active markets and involve considerable judgment. If these valuations prove inaccurate, our revenues and earnings from assets under management could be adversely affected.

Operational Resilience (Business Continuity and Disaster Recovery). Our ability to deliver products and services depends on the uninterrupted functioning of our systems and those of other participants in the global financial system. These operations are highly interconnected, and many transactions involving our products rely on multiple parties to move funds and exchange information. A disruption, whether due to operational failure, cyberattack, or other causes, at any point in this chain could impair our ability to process transactions, obtain or provide information, and deliver services. A significant disruption could result in reputational damage, client loss, revenue decline, and additional costs, all of which could materially affect our business, results of operations, and financial condition.

We employ a comprehensive risk and control framework, including financial, credit, operational, compliance, and legal reporting systems, internal controls, and management review processes. However, these strategies and models cannot anticipate every economic or operational outcome. As our business evolves and markets change, our risk management processes may not fully adapt. Many of our methods rely on historical data and management judgment, which may not predict future exposures.

Additionally, reliance on models introduces risks of design flaws, inaccurate inputs, or unauthorized access that could lead to unapproved changes. Recent market dislocations underscore the limitations of historical data in managing risk. Consequently, we may incur losses despite our risk mitigation efforts.

While we maintain business continuity, disaster recovery, and security response plans, these measures may not fully mitigate all risks. Our operations could be adversely affected by disruptions to infrastructure supporting our business and communities where we operate, primarily the Philadelphia metropolitan area, London, and Dublin. Potential disruptions include physical site access issues, cyber incidents, terrorist activities, pandemics, natural disasters, severe weather, electrical outages, environmental hazards, and failures of critical systems or third-party services.

Although we employ backup systems for data, these may be unavailable or incomplete following a disruption, and recovery could be costly or unsuccessful, adversely impacting our business.

Rapid Growth and Capacity Constraints. Growth of our business may increase costs and regulatory risks. Expanding platforms, integrating acquisitions, and partnering with other firms present financial, managerial, and operational challenges. Significant expenses may arise from these initiatives, and profitability could suffer if revenues do not offset associated costs.

As we expand digital capabilities, including payment solutions, we face heightened cybersecurity and fraud risks. Increased digital transactions elevate threats of data breaches, identity theft, and sophisticated cyberattacks, which could result in financial losses and reputational harm. Expansion also requires enhanced compliance, risk management, and internal controls, as well as additional personnel. Failure to implement adequate procedures could expose us to material losses or regulatory sanctions.

Strategic acquisitions introduce further risks, including demands on employees, new regulatory requirements, technology integration challenges, potential impairment of goodwill or intangible assets, and undisclosed liabilities.

Subsidiary expansions in areas without a primary regulator, yet subject to SEC and FFIEC oversight, create unique governance and compliance challenges. Aligning technology infrastructure with evolving regulatory expectations may require significant investment and operational changes.

Our growth strategy includes broadening our presence in the EMEA region and entering new geographic markets, such as the APAC region, which presents opportunities but also introduces additional complexity. Broadening our presence in EMEA and expansion into APAC requires navigating diverse regulatory environments, cultural differences, and operational scalability challenges. These efforts may involve significant upfront investment and could take time to achieve profitability. Furthermore, if we fail to close or restructure underperforming or unprofitable locations promptly, we may incur ongoing costs that negatively impact margins and overall financial performance.

Certain initiatives may involve new markets, asset classes, and counterparties outside our traditional base, exposing us to unfamiliar risks, greater regulatory scrutiny, and reputational concerns. Failure to manage these risks effectively could result in decreased earnings, regulatory sanctions, financial losses, and harm to our competitive position in an increasingly complex and rapidly evolving financial services landscape.

Technology, Innovation & Cyber Risks

Cybersecurity Threats. We are exposed to significant cybersecurity risks. Like other global financial service providers, we experience millions of cyber-attacks on our systems, networks, and technology assets daily. Cybersecurity threats have increased due to the proliferation of new technologies, the use of internet and mobile platforms for financial transactions, and the growing sophistication of organized crime, hackers, terrorists, and foreign state actors. The commoditization of artificial intelligence (AI) and advanced cyber tools has lowered the barrier for less sophisticated actors to launch highly effective attacks, including automated phishing, credential harvesting, and exploitation of zero-day vulnerabilities.

Cybersecurity risks may also arise from human error, insider malfeasance, accidental technological failure, or delays in implementing vendor-provided security patches. Third-party vendors and service providers present additional risk, particularly where their systems fall outside our direct control. A successful cyber-attack or technology failure, whether targeting us or a critical third party, could result in disruption of operations, misappropriation or destruction of sensitive data, regulatory violations, financial losses, litigation exposure, and severe reputational harm. Despite our investment in advanced security measures, there is no assurance that these strategies will prevent or fully mitigate the impact of evolving cyber threats.

Artificial Intelligence, Machine Learning, and Automation. We are exposed to risks associated with the adoption of artificial intelligence (AI), machine learning (ML), and automation technologies. We are exploring how to expand our use of these technologies across investment analytics, client servicing, fraud detection, operational efficiency, and automated trading. While these tools offer significant benefits, they also present risks, including model bias or flawed assumptions leading to inaccurate outputs, over-reliance on historical data that may not predict future conditions, and operational disruptions caused by automation failures. These technologies may also be vulnerable to unauthorized access or manipulation, adversarial attacks targeting ML models, and systemic errors that propagate rapidly through automated processes. Regulatory frameworks governing AI and algorithmic decision-making are evolving and may impose additional compliance obligations or restrictions on our use of these technologies. Failure to manage these risks effectively could result in operational errors, regulatory sanctions, reputational harm, and financial losses.

Tokenization. We are exposed to risks associated with tokenization of assets. We are exploring tokenization of funds and other financial instruments to enhance efficiency and transparency. Tokenization relies on distributed ledger technology (DLT), which introduces unique risks, including uncertain and evolving regulatory frameworks across jurisdictions, custody and settlement challenges for tokenized assets, cybersecurity vulnerabilities in smart contracts and digital wallets, and liquidity and valuation risks in markets that lack depth or standardized practices. Integration with existing platforms and legacy systems may present operational challenges and increase costs. Smart contracts, which govern tokenized transactions, may contain errors or vulnerabilities and their enforceability under current legal frameworks remains uncertain. Divergent regulatory regimes across global markets could create compliance burdens and limit scalability. Tokenization also introduces custody risks related to private key management, and failures in these controls could result in irreversible asset loss. Market adoption may be slower than anticipated, and liquidity constraints could impair the economic viability of tokenized products. Additionally, reliance on third-party blockchain platforms and service providers exposes us to operational and cybersecurity risks beyond our direct control. Tokenization may also increase exposure to financial crime risks, requiring enhanced AML and KYC compliance measures. Failure to address these challenges could adversely affect our ability to launch or scale tokenization initiatives, impair client confidence, and expose us to financial and reputational harm.

Open-Source Software Risks. We rely on open-source software components in the development and operation of certain products and services. While open-source software offers flexibility and cost advantages, it also introduces risks, including security vulnerabilities, inconsistent maintenance, and potential exposure to malicious code. Open-source components may not be subject to the same rigorous testing and security standards as proprietary software, increasing the risk of exploitation by cyber attackers. In addition, failure to comply with open-source license terms could result in legal liability, reputational harm, or restrictions on our ability to use or distribute certain technologies. The widespread use of open-source software in the financial services industry also creates systemic risk, as vulnerabilities in widely adopted libraries can propagate across multiple platforms. We may be required to expend significant resources to monitor, patch, and remediate vulnerabilities in open-source components. Failure to adequately manage these risks could adversely affect our operations, regulatory compliance, and financial performance.

Data Privacy and Protection. We are exposed to risks related to data privacy and protection. We store, transfer, and process large amounts of personally identifiable information of our clients (and their customers) to deliver our products and services. It is possible our security controls over personal data, our training of employees on data security, our vendor due diligence and oversight processes, and other practices we follow may not prevent the improper disclosure or misuse of personal data that we or our vendors store and manage. Improper disclosure or misuse of personal data could harm our reputation, lead to legal exposure, or subject us to liability under laws that protect personal data, resulting in increased costs or loss of revenue. Perceptions that the collection, use, and retention of personal information is not satisfactorily protected could inhibit sales of our products or services. Additional security measures we may take to address customer concerns may cause higher operating expenses or hinder growth of our products and services.

Intellectual Property Risk. We are exposed to intellectual property risks. Our continued success depends in part on our ability to protect our proprietary technology, trademarks, copyrights, and solutions, and to defend against infringement claims by others. We primarily rely upon trade secret law, trademark and copyright protections, software security measures, and contractual confidentiality restrictions with employees, vendors, and customers. Our industry is characterized by the existence of numerous trade secrets, copyrights, trademarks, and the rapid issuance of patents, as well as frequent litigation based on allegations of infringement or other violations of intellectual property rights. Unauthorized use of our trademarks or failure to maintain trademark protections could dilute our brand and harm our reputation. Similarly, infringement of our copyrights or inadvertent use of third-party copyrighted material could expose us to legal liability. A successful assertion by others of infringement claims or a failure to maintain the confidentiality and exclusivity of our intellectual property may have a material adverse effect on our business and financial results.

System Outages and Downtime. We are exposed to risks of outages, data losses, and disruptions of services. We maintain and process data for our clients that is critical to their business operations. The products and services used to process data are increasingly complex, and maintaining, securing, and expanding this infrastructure is expensive. Inefficiencies or operational failures, including temporary or permanent loss of customer data, damaged software codes, delayed or inaccurate processing of transactions, insufficient Internet connectivity, or inadequate storage and compute capacity, could diminish the quality of our products, services, and user experience resulting in contractual liability, claims by customers and other third parties, regulatory actions, damage to our reputation, and loss of current and potential users, each of which may adversely impact our consolidated financial statements. The costs necessary to rectify these problems may be substantial and may adversely impact our business.

Technology Disruption and Software Development Delays. We may experience software defects, development delays, or installation difficulties, which would harm our business and reputation and expose us to potential liability. A significant portion of our revenue is dependent upon our ability to develop, implement, maintain, and enhance sophisticated software and computer systems. We may encounter delays when developing new applications and services. Further, the software underlying our services may contain undetected errors, vulnerabilities, or defects when first introduced or when new versions are released. We may also experience difficulties in installing, integrating, or supporting our technology on systems or with other programs used by our clients. Likewise, our clients may make a determination to delay or cancel the integration of our new applications and services. Defects in our software, failure to adequately maintain and enhance our software products, errors or delays in the processing of electronic transactions, or other difficulties could result in interruption of business operations, delay in market acceptance, additional development and remediation costs, diversion of technical and other resources, loss of clients or client data, negative publicity, or exposure to liability claims. Although we attempt to limit our potential liability through disclaimers and limitation of liability provisions in our license and client agreements, we cannot be certain that these measures will successfully limit our liability.

Financial & Market Risks

Earnings and Volatility (including LSV impact). Our earnings and cash flows are subject to volatility driven by multiple factors, including the performance of LSV Asset Management (LSV), in which we maintain a minority ownership interest. LSV is a significant contributor to our earnings, and we also receive partnership distribution payments from LSV on a quarterly basis that contribute to our operating cash flows. Volatility in the capital markets or poor investment performance by LSV, whether on a relative or absolute basis, could result in a significant reduction in its assets under management and revenues, as well as a decline in performance fees. In addition, our earnings and cash flow may be impacted by regulatory capital requirements applicable to certain subsidiaries, which may restrict the amount of capital available for distribution to the holding company. We also engage in strategic investments and acquisitions, such as our recent acquisition of Stratos, which require significant upfront expenditures and may not generate anticipated returns within expected timeframes. These factors, combined with potential increases in technology modernization costs and global expansion initiatives, could result in fluctuations in our earnings and operating cash flows. Failure to manage these risks effectively may negatively impact our financial condition and results of operations.

Interest Rate, Currency, and Tax Changes. Changes in interest rates, currency exchange rates, or tax laws could adversely affect our financial condition and operating results. While interest rates have recently declined, future movements, whether upward or downward, may impact our business. Rising rates could negatively affect the value of our fixed-income investment securities, including Government National Mortgage Association (GNMA) mortgage-backed securities held to satisfy regulatory requirements. Conversely, declining rates may reduce yields on cash balances and fixed-income investments, compress margins, and increase reinvestment risk. Currency fluctuations could negatively affect our revenues and earnings as we expand globally and operate in multiple jurisdictions. Additionally, changes in tax laws or interpretations of existing tax regulations may adversely affect our effective tax rates and future results of operations. We are subject to examinations by tax authorities in various jurisdictions, and the outcome of these examinations could result in additional tax liabilities. There can be no assurance that changes in interest rates, currency movements, or tax regulations will not have a material adverse effect on our business, financial condition, or results of operations.

Covenant Compliance. We are subject to financial and non-financial covenants under our senior unsecured revolving credit facilities. These covenants include restrictions on transactions with affiliates, the incurrence of liens, and certain types of indebtedness. Historically, our prior $325.0 million facility included a financial covenant limiting our leverage ratio to a maximum of 2.25× EBITDA. In August 2025, we entered into a new $500.0 million five-year senior unsecured revolving credit facility, which replaced the prior $325.0 million facility. The new facility extended the maturity to 2030, maintained similar non-financial covenants, and relaxed the leverage ratio covenant to 3.0× EBITDA, with a temporary allowance up to 3.5× under certain conditions. While these changes increase our borrowing capacity and flexibility, we remain subject to covenant compliance risk. If we fail to maintain compliance with these covenants, whether due to adverse operating results or other factors, we could be required to seek waivers or amendments, incur additional costs, or face restrictions on our ability to access credit, which could materially and adversely affect our liquidity and financial condition.

Holding Company Structure Implications. We are organized as a holding company and operate through a network of wholly- and partially-owned subsidiaries and affiliates. As a legal entity distinct from our operating entities, we do not engage in direct business operations. Instead, we rely on dividends and other payments from our subsidiaries to meet our obligations, including paying dividends to shareholders, repurchasing our common stock, and funding corporate expenses. Many of our subsidiaries are subject to regulatory requirements or other restrictions that may limit the amounts they can pay in dividends or other payments to us. Changes in applicable laws, regulatory actions, or other circumstances could further restrict their ability to make such payments. There can be no assurance that our subsidiaries will be able to make timely or sufficient payments to us, which could adversely affect our liquidity, financial condition, and ability to meet our corporate obligations.

Liquidity Risk (Including Alternative Investments). Our business is subject to risks arising from liquidity constraints. Maintaining adequate liquidity is crucial to our business operations, including transaction settlement and custody requirements. Liquidity risk may arise in periods of market stress, particularly in alternative investments such as private credit, infrastructure, and other illiquid asset classes. We may sometimes be required to fund timing differences arising from the delayed receipt of client funds associated with the settlement of client transactions in securities markets which could negatively impact liquidity. These timing differences are funded either with internally generated cash flow or, if needed, with funds drawn under our revolving credit facilities. Failure to effectively manage liquidity risk or adapt to changing market conditions could result in reduced revenues, increased redemption activity, and reputational harm.

Investment & Product Risks

Investment Performance and Fee Pressure. Our investment management business depends on the performance of our products and strategies. Poor investment returns, whether due to market conditions, underperformance relative to benchmarks or competitors, or errors in investment models, could reduce our ability to retain assets and attract new clients. This may lead to lower management and incentive fees.

Client preferences are evolving rapidly toward: AI-driven strategies and hyper-personalized solutions, sustainable and ESG-focused investments and alternative asset classes such as private credit and infrastructure. Failure to adapt our offerings to these trends could result in asset outflows and fee compression. Additionally, increased competition from passive products and low-cost providers continues to exert downward pressure on fees.

Insourcing Investment Functions and Operational Complexity. We have transitioned certain previously outsourced or sub-advised investment functions to internal management, increasing our direct responsibility for portfolio oversight and operations. While insourcing can enhance control and reduce third-party costs, it also introduces greater operational complexity and execution risk. To manage these functions effectively, we must expand internal capabilities, systems, and governance. If our teams or processes fail to meet required standards, we could experience investment underperformance or operational errors that directly affect clients. This shift creates new fixed costs and operational challenges, such as trading errors, valuation inaccuracies, or compliance failures. Without robust internal controls and specialized talent, we risk regulatory sanctions, client dissatisfaction, and reputational harm. In short, by internalizing sub-advisor functions, we assume greater direct risk for investment outcomes and operational integrity, and any failure in these areas could materially harm our performance and reputation.

Proprietary Capital Deployment and Conflicts of Interest. This year, we began investing a portion of our corporate capital in various investment strategies rather than holding excess cash. Deploying SEI’s capital into markets introduces new risks to our balance sheet and earnings. Unlike cash, these investments fluctuate with market conditions, exposing us to market and credit risk. Poor performance of proprietary investments, whether in equity, fixed income, or other assets, could lead to financial losses and increased earnings volatility. For example, a decline in the market value of securities we hold would reduce income and could materially affect financial results, particularly during periods of market stress. Additionally, investing our own capital in products or strategies we manage creates potential conflicts of interest. We must ensure decisions do not favor SEI’s proprietary portfolios over client portfolios. Any perception of prioritizing our own investments, such as allocating desirable opportunities to benefit our balance sheet at clients’ expense, could damage our reputation and erode trust. Regulators closely monitor such conflicts and require rigorous disclosure and management. Failure to manage these conflicts or comply with applicable regulations could result in enforcement actions, penalties, or mandated changes to our practices. In summary, while deploying corporate capital offers potential upside, it introduces significant risks: market losses can directly impact earnings, and misalignment between our investments and client interests could lead to regulatory sanctions and reputational harm. Strong risk management and conflict-of-interest controls are essential as we expand proprietary investing.

Fiduciary Risk. We provide fiduciary management services to institutional clients, including defined benefit and defined contribution plans. The ongoing decline in defined benefit plans in the U.S., U.K., and Canada has reduced revenue opportunities in this segment. Fee sensitivity and competition for fiduciary services have intensified, particularly as clients shift toward passive strategies and lower-cost solutions. Our growth strategy includes expanding into global markets and focusing on not-for-profit organizations, but these initiatives may not fully offset revenue declines.

Regulatory & Legal Risks

Regulatory Changes and Compliance Obligations. The financial services industry is subject to extensive and evolving regulations that impact our business globally. Failure to comply with applicable laws, regulations, rules, and codes of conduct could result in legal or regulatory sanctions, material financial loss (including fines, penalties, judgments, damages, or settlements), and reputational harm. Compliance obligations include privacy, anti-money laundering (“AML”), anti-corruption, and sanctions requirements, as well as operational resilience and consumer protection standards.

We operate under the oversight of multiple U.S. regulators, including the SEC, FINRA, CFTC, NFA, DOL, OCC, and state banking authorities, and our parent company is regulated by the FFIEC and subject to SEC oversight. Our foreign subsidiaries are regulated in jurisdictions such as the United Kingdom, Ireland, Canada, Luxembourg, South Africa, and the Cayman Islands. Regulatory initiatives often differ across jurisdictions, creating complexity and potential competitive disadvantages for multi-jurisdictional operations. Compliance with existing and emerging regulations, responding to examinations, and adapting to supervisory activities can significantly impact our operations, increase costs, and affect our ability to provide certain products or services. Rapid regulatory change also creates staffing challenges, as specialized expertise is required to manage compliance effectively.

Financial Crime, Sanctions, and Anti-Corruption. We are subject to stringent AML and counter-terrorist financing requirements under laws such as the Bank Secrecy Act, the USA PATRIOT Act, and the Anti-Money Laundering Act of 2020. These laws require financial institutions to implement AML programs, verify customer identities, and monitor and report suspicious activity. Recent developments extend AML obligations to registered investment advisers, requiring formal programs with designated compliance officers, training, and independent testing.

Outside the U.S., similar requirements apply across our global operations. Failure to maintain comprehensive AML programs could result in significant fines and enforcement actions. We are also subject to sanctions programs administered by authorities such as OFAC and anti-corruption laws including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Violations of these laws could lead to severe civil and criminal penalties, regulatory enforcement, and reputational damage.

Privacy and Data Protection. Our businesses are subject to privacy and data protection laws, including the Gramm-Leach-Bliley Act and the Fair and Accurate Credit Transactions Act in the U.S., the EU’s General Data Protection Regulation (GDPR), Canada’s PIPEDA, and similar laws in other jurisdictions. These laws impose strict requirements on data handling, cross-border transfers, and cybersecurity, with significant fines and litigation risk for noncompliance. Increasing global scrutiny of personal data practices may lead to stricter regulations, limiting information sharing among affiliates or with third parties and increasing compliance costs.

Conflicts of Interest. As a global financial services firm serving diverse clients, we face potential conflicts of interest in the normal course of business, including situations involving divergent interests among clients, between us and clients, or between employees and the firm. Our multi-channel business model and acquisitions may heighten these risks. While we maintain policies and controls to identify and manage conflicts, these measures may not prevent all issues. Regulatory bodies, such as the SEC, have increased focus on conflicts disclosure, and failure to manage conflicts effectively could result in litigation, enforcement actions, reputational harm, and loss of business.

As a publicly traded company, we also face conflicts of interest involving our directors and senior executives. These conflicts can arise when directors have outside business interests, serve on other boards, or hold personal investments that intersect with our business activities. Such situations may create perceived or actual conflicts between their fiduciary duties to shareholders and their personal or professional interests. We are subject to stringent governance and disclosure requirements under U.S. securities laws and SEC regulations, which mandate transparent reporting of related-party transactions and director independence. Failure to properly identify, disclose, and manage these conflicts could lead to regulatory scrutiny, shareholder litigation, reputational damage, and potential restrictions on our ability to execute strategic initiatives.

Litigation, Examinations, and Investigations. Our global operations expose us to a wide range of legal and regulatory risks, including litigation, governmental inquiries, and supervisory examinations. These risks arise from the complexity of our business model, the breadth of our product offerings, and the jurisdictions in which we operate. Litigation, examinations, and investigations represent a material risk to our financial condition, reputation, and ability to execute our strategy. The frequency and scope of these matters have increased industry-wide, and given our footprint and product mix, we expect these risks to remain significant.

We are currently subject to lawsuits and regulatory scrutiny, and these matters can result in significant financial exposure, reputational harm, and operational disruption. Litigation may involve class actions or large institutional plaintiffs, which can amplify potential damages and settlement costs.

Beyond active litigation, our investment management and administration activities involve complex functions such as recordkeeping, pricing, compliance monitoring, and distribution processing. Errors or misrepresentations in these areas could lead to regulatory sanctions, client claims, and reputational damage. Additionally, reliance on models and tools for investment decisions introduces risk if design flaws or incorrect assumptions go undetected, potentially resulting in fiduciary breaches and substantial liabilities.

Regulatory examinations and investigations, whether routine or triggered by specific events, can impose significant costs, require extensive remediation efforts, and divert management attention. These activities may also lead to enforcement actions, fines, or mandated changes to our business practices. The global nature of our operations means we face overlapping and sometimes conflicting regulatory regimes, increasing the complexity and cost of compliance.

Shareholder Activism. We may be subject to shareholder activism, which can cause material disruption to our business. Activist campaigns often focus on operational changes and governance issues, and their global expansion increases risks for multinational firms. Such efforts could result in substantial costs, diversion of management attention, and adverse impacts on stock price. Additionally, ESG ratings by third-party organizations may influence brand perception in ways we cannot control.

External & Environmental Risks

Geopolitical Instability. Geopolitical conflicts remain a significant source of risk to global business operations, with major wars ongoing and new tensions emerging. The Russia–Ukraine war is still unresolved, continuing to roil commodity markets and geopolitical stability. In the Middle East, the Israel–Hamas war has transitioned from active combat to a fragile ceasefire, yet regional volatility persists, recently drawing in Iran and other actors. Meanwhile, emerging flashpoints, notably the strategic rivalry between the U.S. and China, contribute to trade fragmentation and technological decoupling, posing longer-term supply chain and market risks. State-sponsored cyber threats have also escalated in tandem with these conflicts, threatening corporate and financial infrastructure.

Unforeseen or Catastrophic Events. We may also incur losses because of unforeseen or catastrophic events, including pandemics, extreme weather, or other natural disasters. These events can disrupt economic activity and impair our ability to operate effectively, leading to operational difficulties such as travel restrictions and workforce disruptions, increased costs and liquidity pressures, and adverse effects on revenue and profitability. The severity of these impacts depends on factors such as the duration of the event, government responses, and broader economic conditions, including inflation and labor market disruptions.

Climate Change and ESG Considerations. Climate change and ESG considerations present additional risks that could affect our operations, financial performance, and reputation. Extreme weather events may disrupt our operations or damage assets, including real estate investments, while the transition to a low-carbon economy may affect client financial health, reduce revenues, and increase credit risk. Our reputation and client relationships may also be harmed by our involvement—or perceived involvement—in industries linked to climate change. Regulatory developments, such as the EU’s ESG fund naming guidelines and U.S. state-level ESG enforcement actions, increase compliance complexity, and the lack of global harmonization in ESG standards creates fragmentation and competitive challenges. Stakeholder expectations regarding ESG commitments are evolving rapidly, and failure to meet ESG targets or allegations of “greenwashing” could lead to litigation, regulatory enforcement, and reputational damage. The politicization of ESG practices amplifies these risks.

Cybersecurity risk management is an important part of our overall risk management efforts. Our industry is prone to cybersecurity threats and attacks, and we regularly experience cybersecurity incidents of varying degrees. At any given time, we face known and unknown cybersecurity risks and threats that are not fully-mitigated, and we discover vulnerabilities in our Cybersecurity Program. We continuously work to enhance our Cybersecurity Program and risk management efforts. As of the date of this report, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations and financial condition.

We use a risk management framework based on applicable laws and regulations, and informed by industry standards and industry-recognized practices, for managing cybersecurity risks within our products and services, infrastructure, and corporate resources. This risk management framework is implemented through our Cybersecurity Program. Our Cybersecurity Program is designed to provide a framework for assessing the potential threats to the security and integrity of our systems, networks, databases, applications, electronic information and intellectual property and developing appropriate defenses based on these assessments. We routinely invest to develop and implement numerous cybersecurity programs and processes, including risk management and assessment programs, security and event monitoring capabilities, detailed incident response plans, and other advanced detection, prevention and protection capabilities, including practices and tools to monitor and mitigate insider threats. We regularly assess cybersecurity risks to identify and enumerate threats to us and vulnerabilities these threats can exploit to adversely impact our business operations. In some instances, we engage third parties to conduct or assist us with conducting cybersecurity risk assessments. We have developed and implemented a security infrastructure designed to ensure infrastructure and data confidentiality, integrity, and availability.

Key components of our Cybersecurity Program include, but are not limited to, the following:

• Information Security Governance: We designed what we believe are appropriate measures, policies and procedures to ensure that information and information systems are properly protected given the nature of our businesses and the size and complexity of our organization, including our reliance on third parties;
• Organization: The Information Security team, led by the Chief Information Security Officer (CISO), is responsible for implementing and managing the Cybersecurity Program with executive oversight from the Chief Executive Officer and Chief Financial Officer/Chief Operating Officer, as well as oversight from our Board of Directors. Our CISO has extensive cybersecurity knowledge and skills gained from over 27 years of work experience on the information security team at SEI. In addition to the CISO’s cybersecurity experience, he has certifications in risk and information systems control along with information systems auditing;
• Cybersecurity Controls: We have implemented what we believe are appropriate preventative measures to protect SEI’s infrastructure, systems, and data. These measures include network architecture segmentation, system and platform hardening, in-transit and at-rest encryption, dynamic security awareness training, regular vulnerability scanning and penetration testing, firewalls, web proxy filtering, and multifactor authentication, all of which we constantly evaluate and upgrade as we believe is needed based on our risk assessments;
• Managed Detection and Response: Our security operations center’s uninterrupted monitoring processes utilize tools such as network and host-based intrusion detection systems, endpoint detection and response technology, distributed denial of service detection and mitigation service, and centralized security and information event management (SIEM). These efforts are further supplemented by signals operations and threat hunting that provide the incident responders the ability to write custom detections to complement commercial technology controls and execute triage/analysis, threat intelligence, and response;
• Independent Audits: We are subject to industry regulatory examinations. Our internal audit function provides independent assessment and assurance on the overall operations of our Cybersecurity and Privacy Programs and the supporting control frameworks. We also engage various reputable third parties to perform independent auditing and testing as well as network and web application penetration testing;
• Risk Management Oversight: Enterprise Risk Management, through the Enterprise Risk Committee, provides independent monitoring and reporting of cybersecurity risks commensurate with our Technology Risk Program. In addition, we leverage our Third Party Risk Management, Insider Threats, Business Continuity and Disaster Recovery programs to supplement our Cybersecurity Program; and
• Privacy Oversight: In addition to our Enterprise Risk Management functions, our Legal and Compliance team maintains a privacy risk management program to assess, manage and report privacy risks related to how we are collecting, using, sharing, and storing user data. Our Privacy team works with our Third Party Risk and Information Security teams to manage privacy-related issues.

As part of the governance and oversight of the Cybersecurity Program, regular reporting is performed for the Legal and Regulatory Oversight Committee of our Board of Directors along with SEI’s various subsidiaries’ boards of directors. The reports include cybersecurity metrics/statistics, details of relevant events, results of testing, and overview of current threats. Should any material incidents arise, those will be timely and appropriately communicated to the relevant subsidiary's board of directors.

Additional information about cybersecurity risks we face is discussed in Item 1A of Part I, “Risk Factors,” under the heading "Technology, Innovation & Cyber Risks" which should be read in conjunction with the information above.

Our corporate headquarters is located in Oaks, Pennsylvania and consists of ten buildings situated on approximately 134 acres. We own and operate the land and buildings, which encompass approximately 628,000 square feet of office space and 34,000 square feet of data center space. We lease other offices which aggregate 226,840 square feet.

We and certain of our subsidiaries are a party to or have property subject to litigation and other proceedings, examinations and investigations that arise in the ordinary course of our business that we do not believe are material. These types of matters could result in fines, penalties, cost reimbursements or contributions, compensatory or treble damages or non-monetary sanctions or relief. We believe the probability is remote that the outcome of any of these matters will have a material adverse effect on SEI as a whole, notwithstanding that the unfavorable resolution of any matter may have a material effect on our net earnings in any particular interim reporting period. We cannot predict the outcome of legal or other proceedings with certainty. These matters include the proceedings summarized in “Note 10. Commitments and Contingencies” included in our Notes to Consolidated Financial Statements.

(In thousands, except share and per-share data)

This discussion reviews and analyzes the consolidated financial condition, the consolidated results of operations and other factors that may affect future financial performance. This discussion should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024 for the discussion of the results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, which is incorporated by reference herein.

Certain information contained in this discussion is or may be considered forward-looking. Forward-looking statements relate to future operations, strategies, financial results, expenditures and other uses of capital or other developments. Forward-looking statements are based upon estimates and assumptions that involve certain judgments, risks and uncertainties, many of which are beyond our control or are subject to change. Although we believe our assumptions are reasonable, they could be inaccurate. Our actual future revenues and income could differ materially from our expected results. Further information about factors that could materially affect our results of operations and financial condition include, but are not limited to, the discussion contained in Item 1A, Risk Factors, in this Annual Report on Form 10-K. We have no obligation to publicly update or revise any forward-looking statements.

Overview

Consolidated Summary

SEI Investments Company is a leading global provider of financial technology, operations, and asset management services within the financial services industry. Our core capabilities unify technology, operations, and asset management to power clients’ transformation across advice, asset management, and administration. We deliver modular or end‑to‑end solutions through a single, modern infrastructure that integrates platform technology, custody, operations, and investment expertise.

Investment processing fees are earned as either monthly fees for contracted services or as a percentage of the market value of our clients' assets processed on our platforms. Investment operations and investment management fees are earned as a percentage of assets under management, administration or advised assets. As of December 31, 2025, through our subsidiaries and partnerships in which we have a significant interest, we manage, advise or administer approximately $1.9 trillion in assets.

Condensed Consolidated Statements of Operations for the years ended 2025, 2024 and 2023 were:

* Variances noted "NM" indicate the percent change is not meaningful.

Significant Items Impacting Our Financial Results in 2025

Revenues increased $172.2 million, or 8%, to $2.3 billion in 2025 compared to 2024. Net income attributable to SEI increased $134.1 million, or 23%, to $715.3 million and diluted earnings per share increased to $5.63 per share in 2025 compared to $4.41 per share in 2024. We believe the following items were significant to our business results during 2025:

• The sale of the Family Office Services business was completed in June 2025 resulting in a net gain of $94.4 million, or $0.58 diluted earnings per share recorded in the second quarter 2025. The gain from the sale is reflected in Gain on sale of business on the accompanying Consolidated Statement of Operations (See caption "Gain on sale of business" later in this discussion).
• Revenue from Assets under management, administration, and distribution fees increased in 2025 primarily from higher assets under administration due to cross sales to existing alternative investment clients of the Investment Managers segment as well as new sales within the segment. Average assets under administration increased $150.2 billion, or 15%, to $1.2 trillion during 2025, as compared to $1.0 trillion during 2024.
• Revenue from Asset management, administration and distribution fees also increased from market appreciation and positive cash flows into separately managed account programs and Strategist programs of the Investment Advisors segment. This was partially offset by negative cash flows and lower fee structures from SEI fund programs and fee reductions in separately managed account programs. Revenue growth was also partially offset by client losses in the Institutional Investors segment. Average assets under management in equity and fixed income programs, excluding LSV, increased $11.1 billion, or 6%, to $190.6 billion in 2025 as compared to $179.5 billion during 2024.
• Revenue from the SEI Integrated Cash Program in the Investment Advisors segment was $82.9 million during 2025 as compared to $51.5 million in 2024, an increase of $31.4 million due to the expansion of the program in late 2024.
• Revenue from Information processing and software servicing fees increased in 2025 primarily from new client conversions and growth from existing SEI Wealth PlatformSM (SWP) clients.
• Earnings from LSV decreased to $132.3 million in 2025 as compared to $135.7 million in 2024 due to negative cash flows from existing clients and client losses. Market appreciation of assets under management and increased performance fees partially offset the decrease in earnings from LSV.
• The increase in personnel costs was primarily due to business growth, primarily in the Investment Managers segment, and severance costs incurred from a reduction in force in fourth quarter 2025.
• Operating expenses increased primarily from higher technology and third-party vendor costs related to the Investment Managers and Private Banks segments due to business growth. In addition, direct costs associated with the separately managed accounts programs and other investment product programs of the Investment Advisors segment also contributed to the increase in operating expenses.
• Capitalized software development costs were $30.0 million in 2025, of which $19.2 million was for continued enhancements to SWP. Capitalized software development costs also include $10.8 million of software development costs in 2025 for SEI Scope, a new platform for the Investment Managers segment placed into service during the third quarter 2025.
• Amortization expense related to SWP was $29.0 million in 2025 as compared to $27.5 million in 2024. Amortization expense related to the SEI Scope platform was $2.2 million in 2025.
• Interest and dividend income, net of interest expense, was $39.9 million in 2025 as compared to $48.9 million in 2024. The decrease was due to an overall decrease in interest rates and lower invested cash balances.
• In December 2025, SEI completed the first stage of our strategic investment in the Stratos business (Stratos), a network of affiliated companies focused on supporting the success of financial advisors for a cash consideration of $440.8 million. The financial results of Stratos are included in the Investment Advisors segment and were insignificant in 2025 (See Note 14 to the Notes to Consolidated Financial Statements).
• Corporate overhead costs in 2025 include $8.5 million for one-time financial advisor fees related to the Stratos acquisition.
• Effective tax rates were 21.7% during 2025 and 22.2% during 2024 (See the caption "Income Taxes" later in this discussion for more information).
• SEI repurchased 7.5 million shares of its common stock at an average price of $82.61 per share for a total cost of $616.2 million and paid $124.2 million in cash dividends to shareholders during 2025.
• SEI made a seed capital investment of $50.0 million in the LSV Global Equity Market Neutral Fund, LP (LSV GEMNF) in July 2025 and consolidated the accounts of the fund into its financial statements. The LSV GEMNF recognized a gain of $7.1 million during 2025 from the change in fair value of the fund. SEI's portion of this gain was $5.3 million.

Other Significant Items Impacting Our Business

Infrastructure Investments

We believe that a critical component of our long-term success is our ability to continually improve our technology infrastructure. Accordingly, we endeavor to:

• automate selected manual processes in our operational, compliance, risk, control and other functions in order to create internal efficiencies;
• evolve our cyber-security and data privacy systems to combat known and emerging threats and meet and exceed industry and regulatory standards around the world;
• increase the resiliency and reliability of our systems; and
• create more efficient technology solutions to scale our various businesses.

We will continue to invest in improving our technology and operational infrastructure in order to maintain the foundation that we believe enables us to best serve our clients’ needs.

Business Acquisitions

To enhance our capabilities, scale our competitive presence, or enable strategic growth, we pursue selective acquisitions as part of our capital allocation strategy. If we are not able to successfully integrate our past and future acquisitions, or we do not fully realize the anticipated benefits, synergies or objectives of these transactions, we may incur additional costs such as impairment charges to goodwill or intangible assets recognized from acquisitions that could adversely affect our results of operations or financial condition.

Ending Asset Balances

This table presents ending asset balances of our clients, or of our clients’ customers, for which we provide management or administrative services through our subsidiaries and partnerships in which we have a significant interest.

(In millions)

28

(A) Collective trust fund program assets are included in assets under management since SEI is the trustee. Fees earned on this product are less than fees earned on customized asset management programs.

(B) Equity and fixed-income programs include $1.5 billion of assets managed by LSV in which fees are based solely on performance and are not calculated as an asset-based fee (as of December 31, 2025).

(C) Equity and fixed-income programs include $8.1 billion of assets invested in various asset allocation funds at December 31, 2025.

(D) In addition to the assets presented, SEI also administers an additional $13.0 billion in Funds of Funds assets on which SEI does not earn an administration fee (as of December 31, 2025).

(E) Client assets under administration related to the Family Office Services business divested on June 30, 2025 (See Note 14 to the Consolidated Financial Statements).

(F) Stratos is a network of affiliated companies that provides financial services to $38.4 billion in client assets across business models and affiliation structures (as of November 30, 2025).

Average Asset Balances

This table presents average asset balances of our clients, or of our clients’ customers, for which we provide management or administrative services through our subsidiaries and partnerships in which we have a significant interest.

(In millions)

30

(A) Collective trust fund program average assets are included in assets under management since SEI is the trustee. Fees earned on this product are less than fees earned on customized asset management programs.

(B) Equity and fixed-income programs include assets managed by LSV in which fees are based solely on performance and are not calculated as an asset-based fee. The average value of these assets for the year ended December 31, 2025 was $1.4 billion.

(C) Equity and fixed-income programs include $6.8 billion of average assets invested in various asset allocation funds for the year ended December 31, 2025.

(D) In addition to the assets presented, SEI also administers an additional $11.4 billion of average assets in Funds of Funds assets for the year ended December 31, 2025 on which SEI does not earn an administration fee.

(E) Client assets under administration related to the Family Office Services business. The amount for 2025 only includes the period from January 1, 2025 through June 30, 2025, reflecting the divestiture of the Family Office Services business on June 30, 2025 (See Note 14 to the Consolidated Financial Statements).

(F) Stratos is a network of affiliated companies that provides financial services to $38.1 billion in average client assets across business models and affiliation structures during the fourth-quarter 2025.

In the preceding tables, assets under management are total assets of our clients or their customers invested in our equity and fixed-income investment programs, collective trust fund programs, and liquidity funds for which we provide asset management services through our subsidiaries and partnerships in which we have a significant interest. Advised assets include assets for which we provide advisory services through a subsidiary to the accounts but do not manage the underlying assets. Assets under administration include total assets of our clients or their customers for which we provide administrative services, including client fund balances for which we provide administration and/or distribution services through our subsidiaries and partnerships in which we have a significant interest. Platform-only assets-deposit program include assets of our clients in the SEI Integrated Cash program for which we provide custody services through our federal thrift subsidiary. The assets presented in the preceding tables do not include assets processed on SWP and are not included in the accompanying Consolidated Balance Sheets because we do not own them.

Business Segments

Revenues, Expenses and Operating profit (loss) for our business segments for the year ended 2025 compared to the year ended 2024, and for the year ended 2024 compared to the year ended 2023 were:

For additional information pertaining to our business segments, see Note 12 to the Consolidated Financial Statements.

Investment Managers

Revenues increased $86.6 million, or 12%, in 2025 compared to the prior year. Revenues during 2025 were primarily affected by:

• Increased revenues from additional services provided to our largest alternative fund clients; and
• Positive cash flows into alternative and traditional funds from new and existing clients; partially offset by
• Client losses and fund closures.

Operating margins were 39% in 2025 and 38% in 2024. Operating income increased $45.4 million, or 16%, in 2025 compared to the prior year. Operating income during 2025 was primarily affected by:

• An increase in revenues as mentioned above; partially offset by
• Increased costs associated with new business, primarily personnel costs, technology and third-party vendor costs; and
• Costs to enhance, support and maintain technologies and investment service capabilities.

Private Banks

Revenues increased $31.5 million, or 6%, in 2025 compared to the prior year. Revenues during 2025 were primarily affected by:

• Increased investment processing fees from new SWP client conversions and growth from existing SWP clients due to market appreciation and increased transaction volumes;
• Increased investment management fees from existing international clients due to market appreciation; and
• Various one-time buyout fees from lost clients; partially offset by
• Negative cash flows and fee reductions from existing international clients; and
• Lower investment processing fees from the recontracting of existing clients and client losses.

Operating margins were 17% in 2025 and 15% in 2024. Operating income increased $17.0 million, or 21%, in 2025 compared to the prior year. Operating income in 2025 was primarily affected by:

• An increase in revenues as mentioned above; partially offset by
• Increased costs, mainly personnel, technology and third-party vendor costs supporting operations.

Investment Advisors

Revenues increased $68.0 million, or 13%, in 2025 compared to the prior year. Revenues during 2025 were primarily affected by:

• Increased fees from separately managed account programs and Strategist programs due to growth from new and existing clients and market appreciation; and
• Increased fee revenue of $31.4 million from the SEI Integrated Cash Program; partially offset by
• Decreased investment management fees from SEI fund programs resulting from the continued shift out of SEI fund programs into separately managed accounts and other investment products; and
• Lower fee structures in SEI fund programs and fee reductions in our separately managed account programs.

Operating margins were 46% in 2025 and 44% in 2024. Operating income increased $39.2 million, or 17%, in 2025 compared to the prior year. Operating income in 2025 was primarily affected by:

• An increase in revenues as mentioned above; partially offset by
• Increased direct expenses associated with the increase in separately managed account fees; and
• Increased personnel costs from business growth.

Institutional Investors

Revenues decreased $3.2 million, or 1%, in 2025 compared to the prior year. Revenues during 2025 were primarily affected by:

• Decreased investment management fees from client losses; partially offset by
• Increased investment management fees from existing clients due to higher assets under management due to market appreciation; and
• Revenues from new Outsourced Chief Investment Officer (OCIO) platform clients.

Operating margins were 48% in 2025 and 46% in 2024. Operating income increased $3.3 million, or 3%, in 2025 compared to the prior year. Operating income during 2025 was primarily affected by:

• Decreased direct expenses associated with investment management fees; and
• Decreased personnel costs; partially offset by
• A decrease in revenues as mentioned above.

Investments in New Businesses

Revenues decreased $10.7 million, or 18%, in 2025 compared to the prior year. Revenues during 2025 were primarily affected by:

• The divestiture of the SEI Family Office Services business in June 2025; partially offset by
• Increased revenues from SEI Private Wealth Management through higher assets under advisement due to market appreciation and new business.

Other

Corporate overhead expenses

Corporate overhead expenses primarily consist of general and administrative expenses and other costs not directly attributable to a reportable business segment. Corporate overhead expenses were $180.9 million, $147.6 million and $132.2 million in 2025, 2024 and 2023, respectively. The increase in corporate overhead expenses during 2025 was primarily due to increases in personnel costs, severance costs, and legal and financial advisor fees related to M&A activity.

Other income and expense items

Other income and expense items on the accompanying Consolidated Statements of Operations consist of:

34

Equity in earnings of unconsolidated affiliates

Equity in earnings of unconsolidated affiliates primarily includes the earnings from our 38.5% ownership interest in LSV. The table below presents the revenues and net income of LSV and our proportionate share in LSV's earnings.

The decrease in earnings from LSV in 2025 was primarily due to negative cash flows from existing clients and client losses. Higher assets under management from market appreciation and higher performance fees partially offset the decrease in earnings from LSV. Average assets under management by LSV increased $1.0 billion to $91.9 billion during 2025 as compared to $90.9 billion during 2024, an increase of 1%.

Gain on sale of business

In February 2025, we announced the entry into a definitive agreement with Aquiline, a private investment firm specializing in financial services and technology, to acquire our Family Office Services business. We completed the sale on June 30, 2025 and recognized a gain of $94.4 million, net of transaction costs and certain other purchase price adjustments. Prior to the divestiture, the Family Office Services business was reported in our Investments in New Businesses segment.

Interest and dividend income

Interest and dividend income is earned based upon the amount of cash that is invested daily. The decrease in interest and dividend income in 2025 was due to an overall decline in interest rates and lower invested cash balances.

Net gain from investments

Net gain from investments during 2025 was primarily due to realized and unrealized gains and losses recorded in current earnings related to the investment funds sponsored by LSV, equity holdings and SEI-sponsored investment products (See Note 5 to the Consolidated Financial Statements).

Other income

We recognized a gains of $4.4 million from an insurance recovery and $4.5 million from the settlement of a matter with a third-party vendor during 2025. Other income during 2024 is related to a net gain of $8.2 million recognized from the sale of property located in New York, New York.

Net gain from consolidated variable interest entities

Net gain from consolidated variable interest entities in 2025 reflects the total net gains of the LSV Global Market Neutral Fund LP consolidated into our financial statements. The portion of this gain associated with our investment in the fund was $5.3 million during 2025. The portion associated with other investors in the fund is eliminated through income attributable to non-controlling interests in the accompanying Consolidated Statement of Operations (See Notes 1 and 18 to the Consolidated Financial Statements).

Amortization

Amortization expense on the accompanying Consolidated Statements of Operations consists of:

Capitalized software development costs

The increase in amortization expense related to capitalized software development costs was primarily due to significant enhancements to SWP and the placement into service of SEI Scope during the third quarter 2025. We expect to recognize amortization expense of $35.9 million related to all capitalized software development costs in 2026.

Intangible assets

The increase in amortization expense related to intangible assets and asset purchases was due to the acquisition of the U.S.-based Stratos business during the fourth quarter 2025 (See Note 14 to the Consolidated Financial Statements). We expect to recognize amortization expense of $31.4 million related to all intangible assets in 2026.

Income Taxes

The effective tax rate is affected by recurring items, such as the U.S. federal tax rates and tax rates in various states and foreign jurisdictions and the relative amount of income earned in those jurisdictions. The income earned by jurisdiction has been fairly consistent. The effective tax rate is also affected by discrete items that may occur in any given year, but are not consistent from year to year (See Note 11 to the Consolidated Financial Statements for more information).

On July 4, 2025, President Donald J. Trump signed new tax legislation known as the One Big Beautiful Bill Act (OBBBA) into law which makes permanent many of the provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were scheduled to expire at the end of 2025. The enactment of the OBBBA primarily impacted the deferred tax liability and income tax payable related to the provisions for the elimination of the capitalization of onshore research and development costs (Section 174) and the reintroduction of 100% bonus depreciation (Section 168) and did not have a significant impact to the effective tax rate.

Stock-Based Compensation

During 2025, 2024 and 2023, we recognized approximately $53.6 million, $58.6 million and $31.3 million, respectively, in stock-based compensation expense. Our stock-based compensation expense in 2025 primarily consisted of $28.2 million related to stock options and $24.5 million related to restricted stock units (RSUs). The amount of stock-based compensation expense related to stock options is recognized based upon an estimate of when the financial vesting targets may be achieved. Any change in estimate could result in the remaining amount of stock-based compensation expense to be accelerated, spread out over a longer period, or reversed. This may cause volatility in the recognition of stock-based compensation expense and materially affect earnings (See Note 7 to the Consolidated Financial Statements for more information).

During 2024 and 2023, we revised the estimates of when certain vesting targets for stock options were expected to be achieved. These changes in estimates resulted in an increase of $11.2 million in 2024 and a decrease of $6.9 million in 2023. There was no revision of management's estimate during 2025.

There was approximately $64.3 million of unrecognized compensation cost related to unvested employee stock options at December 31, 2025 and we expect to recognize approximately $29.1 million in stock-based compensation costs for stock options in 2026.

There was approximately $49.7 million of unrecognized compensation cost related to RSUs at December 31, 2025 and we expect to recognize approximately $24.9 million in stock-based compensation costs for RSUs in 2026.

Regulatory Matters

Like many firms operating within the financial services industry, we are experiencing a complex and changing regulatory environment across our markets. Our current scale and reach as a provider to the financial services industry, the introduction and implementation of new solutions for our financial services industry clients, the increased regulatory oversight of the financial services industry generally, new laws and regulations affecting the financial services industry and ever-changing regulatory interpretations of existing laws and regulations, and a greater propensity of regulators to pursue enforcement actions and other sanctions against regulated entities, have made this an increasingly challenging and costly regulatory environment in which to operate.

SEI and some of our regulated subsidiaries have undergone or been scheduled to undergo a range of periodic or thematic reviews, examinations or investigations by numerous regulatory authorities around the world, including the Office of the Comptroller of the Currency, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Financial Conduct Authority of the United Kingdom (FCA), the Central Bank of Ireland (CBI), the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (CSSF), and others. These regulatory activities typically result in the identification of matters or practices to be addressed by us or our subsidiaries and, in certain circumstances, the regulatory authorities require remediation activities or pursue enforcement proceedings against us or our subsidiaries. As described under the caption “Regulatory Considerations” in Item 1 of this report, the range of possible sanctions that are available to regulatory authorities include limitations on our ability to engage in business for specified periods of time or with certain restrictions, the revocation of registration, censures and fines. The direct and indirect costs of responding to these regulatory activities and of complying with new or modified regulations, as well as the potential financial costs and potential reputational impact against us of any enforcement proceedings that might result, is uncertain but could have a material adverse impact on our operating results or financial position.

Liquidity and Capital Resources

Our credit facility provides for borrowings up to $500.0 million and is scheduled to expire in August 2030. As of January 30, 2026, we had outstanding letters of credit of $4.6 million which reduced the amount available under the credit facility. These letters of credit were primarily issued for the expansion of the corporate headquarters and are due to expire in 2026. As of January 30, 2026, the amount of the credit facility available for corporate purposes was $495.4 million.

The availability of the credit facility is subject to compliance with certain covenants set forth in the agreement. The credit facility contains covenants which restrict our ability to engage in transactions with affiliates other than wholly-owned subsidiaries or to incur liens or certain types of indebtedness as defined in the agreement. In the event of a default under the credit facility, we would also be restricted from paying dividends on, or repurchasing, our common stock. Currently, our ability to borrow from the credit facility is not limited by any covenant of the agreement (See Note 6 to the Consolidated Financial Statements).

The majority of excess cash reserves are primarily placed in accounts located in the United States that invest in commercial paper and SEI-sponsored money market mutual funds denominated in the U.S. dollar. We also utilize demand deposit accounts or money market accounts at several well-established financial institutions located in the United States. Accounts used to manage these excess cash reserves do not impose any restrictions or limitations that would prevent us from being able to access such cash amounts immediately. As of January 30, 2026, the amount of cash and cash equivalents considered free and immediately accessible for other general corporate purposes was $146.9 million.

Cash and cash equivalents include cash of $70.8 million held in accounts of the LSV Global Equity Market Neutral Fund, LP consolidated into our financial statements and may only be used to settle obligations of the fund (See Note 18 to the Consolidated Financial Statements).

Cash and cash equivalents include accounts managed by our subsidiaries that are used in their operations or to cover specific business and regulatory requirements. The availability of this cash for other purposes beyond the operations of these subsidiaries may be limited. We therefore do not include accounts of our foreign subsidiaries in the calculation of free and immediately accessible cash for other general corporate purposes. A portion of the undistributed earnings of foreign subsidiaries are deemed repatriated. Any subsequent transfer of available cash related to the repatriated earnings of foreign subsidiaries could significantly increase free and immediately accessible cash.

Cash flows from operations decreased $14.7 million in 2025 compared to 2024 primarily from higher receivables from clients of the Investment Managers segment, a decrease in accrued liabilities, lower partnership distributions from our unconsolidated affiliate, LSV, and non-cash items. The decrease in cash flows from operations was partially offset by the increase in net income.

Net cash used in investing activities includes:

• Purchases, sales and maturities of marketable securities. Our purchases, sales and maturities of marketable securities during 2025, 2024 and 2023 were as follows:

See Note 5 to the Consolidated Financial Statements for more information related to marketable securities.

• The capitalization of costs incurred in developing computer software. We capitalized $30.0 million, $24.3 million and $34.0 million of software development costs in 2025, 2024 and 2023, respectively. Our software development costs are related to significant enhancements for the expanded functionality of the SEI Wealth Platform and the development of a new platform for the Investment Managers segment (See Note 1 to the Consolidated Financial Statements).
• Capital expenditures. Capital expenditures in 2025, 2024 and 2023 primarily include capital outlays for purchased software and equipment for data center operations. We continue to evaluate improvements to our information technology infrastructure which, if implemented, will result in additional expenditures for purchased software and equipment for data center operations.
• Cash paid for acquisitions, net of cash acquired. In 2025, we made a net cash payment of $440.8 million for the acquisition of the U.S.-based Stratos business, which includes $118.6 million held in escrow for payment of additional interest in minority entities held by Stratos that were settled on January 2, 2026 (See Note 14 to the Consolidated Financial Statements).
• Proceeds from business divestiture. We received gross proceeds of $116.0 million at the closing of the sale of the Family Office Services business in June 2025.

Net cash used in financing activities includes:

• The repurchase of our common stock. The Board of Directors has authorized the repurchase of common stock through multiple authorizations. Currently, there is no expiration date for the common stock repurchase program. The following table lists information regarding repurchases of common stock during 2025, 2024 and 2023:

• Proceeds from the issuance of our common stock. We received $144.2 million, $126.0 million and $101.2 million in proceeds from the issuance of common stock during 2025, 2024 and 2023, respectively. The proceeds we receive from the issuance of common stock is directly attributable to the levels of stock option exercise activity.
• Dividend payments. Cash dividends paid during 2025, 2024 and 2023 were as follows:

The Board of Directors declared a semi-annual cash dividend of $0.52 per share on December 12, 2025. The dividend was paid on January 12, 2026 for a total of $63.6 million.

Cash Requirements

Cash requirements and liquidity needs are primarily funded through cash flow from operations and our capacity for additional borrowing. At December 31, 2025, unused sources of liquidity consisted of cash and cash equivalents and the amount available under our credit facility.

We are obligated to make payments in connection with the credit facility, operating leases, maintenance contracts and other commitments (See Notes 6, 10 and 17 to the Consolidated Financial Statements). We believe our operating cash flow, available borrowing capacity, and existing cash and cash equivalents will provide adequate funds for these obligations and ongoing operations. We currently anticipate that our available funds and cash flow from operations will be sufficient to meet our operational cash needs, expected M&A activity, and fund our stock repurchase program for at least the next 12 months and for the foreseeable future.

Critical Accounting Policies and Estimates

The accompanying consolidated financial statements and supplementary information were prepared in accordance with accounting principles generally accepted in the United States. Inherent in the application of many of these accounting policies is the need for management to make estimates which require extensive judgments in the determination of certain revenues, expenses, assets and liabilities. Materially different financial results can occur as circumstances change and additional information becomes known. We believe that the assumptions and estimates associated with computer software development costs, income taxes, stock-based compensation and the valuation of long-lived assets including goodwill and intangible assets acquired in an acquisition, when applicable, have the greatest potential to have a material impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. All of our significant accounting policies are discussed in Note 1 to the Consolidated Financial Statements.

Computer Software Development Costs:

We utilize internally developed computer software as part of our product offerings. In the development of a new software product, substantial consideration must be given by management to determine whether costs incurred are research and development costs, or internal software development costs eligible for capitalization. Management must consider a number of different factors during their evaluation of each computer software development project that includes estimates and assumptions. Costs considered to be research and development are expensed as incurred. After meeting specific requirements, internal software development costs are capitalized as incurred. The capitalization and ongoing assessment of recoverability of software development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. Amortization of capitalized software development costs begins when the product is ready for its intended use. Capitalized software development costs are amortized on a project basis using the straight-line method over the estimated economic life of the product or enhancement.

We evaluate the carrying value of capitalized software when circumstances indicate the carrying value may not be recoverable. The review of capitalized software for impairment requires significant assumptions and estimates about operating strategies, underlying technologies utilized, and external market factors. External market factors include, but are not limited to, expected levels of competition, barriers to entry by potential competitors, stability in the target market and governmental regulations.

Income Taxes:

We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Management must make assumptions, judgments and estimates to determine our current provision for income taxes and also deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset.

Assumptions, judgments and estimates relative to the current provision for income taxes take into account current tax laws, interpretations of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We have established reserves for income taxes to address potential exposures involving tax positions that could be challenged by tax authorities. Although we believe the assumptions, judgments and estimates are reasonable, changes in tax laws or interpretations of tax laws and the resolution of any future tax audits could significantly impact the amounts provided for income taxes in the consolidated financial statements.

Assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future taxable income, such as income from operations or capital gains income and from which subsidiary or jurisdiction such income is expected to be realized. Actual operating results and the underlying amount and category of income in future years could render the current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause actual income tax obligations to differ from the estimates, thus materially impacting our financial position and results of operations.

Stock-Based Compensation:

Stock-based compensation cost for awards under share-based compensation plans is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period. We currently use the Black-Scholes option pricing model to determine the fair value of stock option awards. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as various other assumptions. These assumptions include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. We account for forfeitures as they occur. The amount of stock-based compensation expense for stock options that is recognized in a given period is dependent upon management’s estimate of when the financial vesting targets are expected to be achieved. If this estimate proves to be inaccurate, the remaining amount of stock-based compensation expense for stock options could be accelerated, spread out over a longer period, or reversed. We currently base expectations for these assumptions from historical data and other applicable factors. These expectations are subject to change in future periods.

Valuation of Assets Acquired in an Acquisition Including Goodwill and Intangible Assets:

We allocate the fair value of the total purchase price paid for acquisitions to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of the purchase price consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of the purchase price consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Goodwill is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. We have four reporting units subject to goodwill impairment testing. As of December 31, 2025, no impairment of goodwill has been identified.

Intangible assets acquired in an acquisition are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount is reduced to fair value. We have not recorded any material impairment charges during the years presented.

The useful lives of our finite-lived intangible assets are determined by management when those assets are initially recognized and are routinely reviewed for the remaining estimated useful lives. The current estimate of useful lives represents management’s best estimate based on current facts and circumstances, but may differ from the actual useful lives due to changes in future circumstances such as changes to our business operations, changes in the planned use of assets, and technological advancements. When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life.

The assessment of critical accounting policies and estimates is not meant to be an all-inclusive discussion of the uncertainties to financial results that can occur from the application of the full range of our accounting policies. Materially different financial results could occur in the application of other accounting policies as well. Also, materially different results can occur upon the adoption of new accounting standards.

Information required by this item is set forth under the caption "Market-Driven Risks" under the heading "Strategic & Business Model Risks" and under the caption "Interest Rate, Currency, and Tax Changes" under the heading "Financial & Market Risks" in Item 1A, Risk Factors.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this annual report to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As permitted by SEC guidance that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting for up to a year from the date of acquisition, management’s evaluation excluded the internal control over financial reporting related to the U.S. business of Stratos Wealth Holdings, which was acquired on December 3, 2025. The Company will continue to evaluate the effectiveness of internal controls over financial reporting as it completes the integration of the acquired Stratos Wealth Holdings business with the Company and will make changes to its internal control framework, as necessary. The acquired Stratos Wealth Holdings business represented approximately 2% of total assets and less than 1% of total revenues of the Company as of and for the year ended December 31, 2025.

Based on our evaluation under the framework in Internal Control – Integrated Framework (2013), which excluded the acquired business described above, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.