Invesco Ltd. Form 10-K Annual Report Filed 2026-02-24

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)


☑						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-13908

Invesco Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Bermuda

98-0557567

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

1331 Spring Street NW,

Suite 2500,

Atlanta,

30309

(Address of Principal Executive Offices)

(Zip Code)

(404) 892-0896

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.20 par value	IVZ	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known, seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☑

At June 30, 2025, the aggregate market value of the voting stock held by non-affiliates was $5.7 billion, based on the closing price of the registrant's Common Shares, par value U.S. $0.20 per share, on the New York Stock Exchange. At January 31, 2026, the most recent practicable date, the number of Common Shares outstanding was 443,673,777.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant will incorporate by reference information required in response to Part II, Item 5 and Part III, Items 10-14 in its definitive Proxy Statement for its annual meeting of shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2025.

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TABLE OF CONTENTS

We include cross references to captions elsewhere in this Annual Report on Form 10-K, which we refer to as this “Report,” where you can find related additional information. The following table of contents tells you where to find these captions.



			Page

Glossary of Defined Terms			i
Special Cautionary Note Regarding Forward-Looking Statements			1

PART I
Item 1. Business			5
Item 1A. Risk Factors			10
Item 1B. Unresolved Staff Comments			26
Item 1C. Cybersecurity			26
Item 2. Properties			27
Item 3. Legal Proceedings			27
Item 4. Mine Safety Disclosures			27

PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			28
Item 6. [Reserved]			30
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			30
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			58
Item 8. Financial Statements and Supplementary Data			60
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			100
Item 9A. Controls and Procedures			100
Item 9B. Other Information			100
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			100

PART III
Item 10. Directors, Executive Officers and Corporate Governance			101
Item 11. Executive Compensation			101
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			101
Item 13. Certain Relationships and Related Transactions, and Director Independence			101
Item 14. Principal Accountant Fees and Services			101

PART IV
Item 15. Exhibits and Financial Statement Schedules			102
Item 16. Form 10-K Summary			102
Exhibits			102
Signatures			106

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GLOSSARY OF DEFINED TERMS
Adjusted SOFR	—	Secured Overnight Financing Rate plus 0.10% adjustment
AI	—	Artificial Intelligence
AIFs	—	Alternative Investment Funds
AML/CFT		Anti-money laundering and the financing of terrorism
APAC	—	Asia-Pacific
AUM	—	Assets under management
Board	—	Board of Directors
bps	—	Basis points
CIP	—	Consolidated investment products
CISO	—	Chief Information Security Officer
CLOs	—	Collateralized loan obligations
Companies Act	—	Companies Act 1981 of Bermuda
CODM	—	Chief Operating Decision Maker
COSO	—	Committee of Sponsoring Organizations of the Treadway Commission
Covenant Adjusted EBITDA	—	A financial measure set forth in covenants in our Credit Agreements (defined below), which is defined to be earnings before income tax, depreciation, amortization, interest expense, common share-based compensation expense, unrealized (gains)/losses from investments, net, and unusual or otherwise non-recurring gains and losses
Credit Agreements	—	Revolving Credit Agreement (defined below) and Term Loan Agreements (defined below), collectively, Credit Agreements
EMEA	—	Europe, Middle East and Africa
EPS	—	Earnings per share
ERISA	—	U.S. Employee Retirement Income Security Act of 1974
ESG	—	Environmental, social and governance
ETFs	—	Exchange-traded funds
EU	—	European Union
FASB	—	Financial Accounting Standards Board
GCSO	—	Global Chief Security Officer
GEIP ST	—	2010 Global Equity Incentive Plan ST
ICT	—	Information, technology and communication
IGW or Invesco Great Wall	—	Invesco Great Wall Fund Management Company Limited
Long-Term Awards	—	Common share-based awards and other long-term awards
MassMutual	—	Massachusetts Mutual Life Insurance Company
NAV	—	Net asset value
NYSE	—	New York Stock Exchange
OECD	—	Organization for Economic Cooperation and Development
PCAOB	—	Public Company Accounting Oversight Board
Revolving Credit Agreement	—	Seventh amended and restated credit agreement, dated as of May 16, 2025, among Invesco Finance PLC and Bank of America included as Exhibit 10.3 on Form 10-Q for the period ended June 30, 2025
RSAs	—	Restricted stock awards
RSUs	—	Restricted stock units
S&P	—	Standard & Poor's
SEC	—	U.S. Securities and Exchange Commission
SMAs	—	Separately managed accounts
SOFR	—	Secured Overnight Financing Rate
Term Loan Agreements	—	$500.0 million three-year and $500.0 million five-year Term Loan Credit Agreements, dated as of May 16, 2025, among Invesco Finance, Inc. and Bank of America included as Exhibit 10.1 on Form 10-Q for the period ended June 30, 2025
the company	—	Invesco Ltd. and its consolidated entities
the Parent	—	Invesco Ltd.
Report	—	this Annual Report on Form 10-K
TRS	—	Total return swap
UIT	—	Unit investment trust
U.K.	—	United Kingdom
U.S.	—	United States
U.S. GAAP	—	U.S. Generally Accepted Accounting Principles
UCITS	—	Undertakings for the Collective Investment in Transferable Securities
UTBs	—	Unrecognized tax benefits

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VIE	—	Variable interest entity
VOE	—	Voting interest entity

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SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report, other public filings and oral and written statements by us and our management, may include statements that constitute “forward-looking statements” within the meaning of the United States (U.S.) securities laws. These statements are based on the beliefs and assumptions of our management and on information available to us at the time such statements are made. Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash flows, capital expenditures, and assets under management (AUM) that could differ materially from actual results due to known and unknown risks and other important factors, including, but not limited to, industry or market conditions, geopolitical events including wars, global trade tensions, tariffs, natural disasters, and pandemics or health crises and their respective potential impact on the company, acquisitions and divestitures, debt and our ability to obtain additional financing or make payments, regulatory developments, demand for and pricing of our products, the prospects for certain legal contingencies, and other aspects of our business or general economic conditions. In addition, when used in this Report or such other documents or statements, words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “forecasts,” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” and any other statement that necessarily depends on future events, are intended to identify forward-looking statements. None of this information should be considered in isolation from, or as a substitute for, historical financial statements.

Forward-looking statements are not guarantees and involve risks, uncertainties and assumptions. There can be no assurance that actual results will not differ materially from our expectations. In most cases, such assumptions will not be expressly stated. We caution investors not to rely unduly on any forward-looking statements.

The following important factors, and other factors described elsewhere in this Report or contained in our other filings with the U.S. Securities and Exchange Commission (SEC), among others, could cause our results to differ materially from any results described in any forward-looking statements:

•significant fluctuations in the performance of capital and credit markets worldwide;

•adverse changes in the global economy;

•the performance of our investment products;

•significant changes in net asset flows into or out of the accounts we manage or declines in market value of the assets in, or redemptions or other withdrawals from, those accounts;

•competitive pressures in the investment management business, including consolidation, which may force us to reduce fees we charge;

•failure to properly address the increased transformative pressures affecting the asset management industry;

•any inability to adjust our expenses quickly enough to match significant deterioration in markets;

•the effect of fluctuations in interest rates, liquidity and credit markets in the U.S. or globally;

•failure to maintain adequate corporate and contingent liquidity;

•exposure through certain investment products to credit losses in excess of our expectations and risks related to early stage real estate-related companies;

•our ability to acquire and integrate other companies into our operations successfully and the extent to which we can realize anticipated product sales, cost savings or synergies from such acquisitions;

•the occurrence of breaches and errors in the conduct of our business, including errors in our quantitative models and index tracking investment solutions, any failure to properly safeguard confidential and sensitive information, cyber-attacks or acts of fraud;

•our ability to attract and retain key personnel, including investment management professionals;

•limitations or restrictions on access to distribution channels for our products;

•our ability to develop, introduce and support new investment products and services;

•our ability to comply with client contractual requirements and/or investment guidelines despite preventative compliance procedures and controls;

•variations in demand for our investment products or services, including termination or non-renewal of our investment management agreements;

•harm to our reputation;

•our ability to maintain our credit ratings and access the capital markets in a timely manner;

•our debt and the limitations imposed by our Revolving Credit Agreement;

•exchange rate fluctuations, especially against the U.S. Dollar;

•man-made or natural disasters, pandemics or other widespread health crises or other business continuity problems and governmental responses to the same;

•the effect of political, economic or social instability in or involving countries in which we invest or do business (including the effect of terrorist attacks, war and other hostilities);

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•the effect of failures or delays in support systems or customer service functions, and other interruptions of our operations;

•the effect of systems and other technological limitations on our ability to manage and grow our business;

•the effect of non-performance by our counterparties, third-party service providers and other key vendors to fulfill their obligations;

•impairment of goodwill and other intangible assets;

•adverse results in litigation and any other regulatory or other proceedings, governmental investigations and enforcement actions;

•the selling of our common stock by our significant shareholders;

•failure to meet disclosure requirements and expectations related to sustainability or ESG, and

•enactment of adverse federal, state or foreign legislation or changes in government policy or regulation (including accounting standards) affecting our operations, our capital requirements or the way in which our profits are taxed.

Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized may also cause actual results to differ materially from those projected. For more discussion of the risks affecting us, please refer to Item 1A, “Risk Factors.”

You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us and our businesses generally. We expressly disclaim any obligation to update any of the information in this or any other public report if any forward-looking statement later turns out to be inaccurate, whether as a result of new information, future events or otherwise. For all forward-looking statements, we claim the “safe harbor” provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Summary of Risk Factors

The following is a summary of material risks we are exposed to in the course of our business activities that could have an adverse effect on our business. It does not contain all of the information that may be important to you and should be read together with the more detailed discussion of risks in Item 1A, Risk Factors.

Risks Related to Market Dynamics and Volatility

•Volatility and disruption in global or regional capital and credit markets, equity, debt, private and commodity markets, as well as adverse changes in the global economy, could negatively affect our AUM, revenues, net income and liquidity.

•Our revenues and net income would likely be adversely affected by any reduction in AUM as a result of either a decline in market value of such assets or net outflows, each of which would reduce the investment management fees we earn.

•Our revenues and net income from money market and other fixed income assets may be harmed by interest rate volatility, prolonged high or low rates, liquidity, and credit volatility.

•Our financial condition and liquidity would be adversely affected by losses on our seed capital and co-investments.

•As many of our subsidiary operations are located outside of the U.S. and have functional currencies other than the U.S. Dollar, changes in the exchange rates to the U.S. Dollar impact our reported financial results.

Risks Related to Investment Performance and Competition

•Poor investment performance of our products could reduce the level of our AUM or affect our sales, and negatively impact our revenues and net income.

•Failure to properly address the increased transformative pressures affecting the asset management industry could negatively impact our business.

•Competitive pressures may force us to reduce the fees we charge to clients, which could reduce our profitability.

•Our private market products include investments in private credit, real estate, private market funds of funds and direct equity investments in operating companies that may expose our investment products, our clients and, to the extent of our investment in such investment products, us to risks and liabilities and reputational harm.

•Our investment products, clients and, to the extent of our investment in such investment products, we could incur losses if the allowance for credit losses, including loan and lending-related commitment reserves, of portfolio-level investments is inadequate or if our expectations of future economic conditions deteriorate.

•We may be unable to develop new products and services, and the development of new products and services may expose us to additional costs or operational risk.

•The failure or negative performance of products offered by competitors may have a negative impact on similar Invesco products irrespective of our performance.

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Risks Related to Human Capital, Operations and Technology

•Our investment management professionals and other key employees are a vital part of our ability to attract and retain clients, and the loss of key individuals or a significant portion of those professionals could result in a reduction of our AUM, revenues and net income.

•Changes in the distribution channels on which we depend could reduce our net income and hinder our growth.

•Failure to comply with client contractual requirements and/or investment guidelines could result in costs of correction, damage awards and/or regulatory fines and penalties against us and loss of revenues due to client terminations.

•Our investment advisory agreements are subject to termination or non-renewal, and our fund and other investors may withdraw their assets at any time.

•The quantitative models we use and our index tracking investment solutions may contain errors, which could result in financial losses or adversely impact product performance and client relationships.

•Disclosure requirements and expectations related to sustainability or ESG are evolving. Our inability to meet these requirements and expectations could cause regulatory or reputational harm and affect our ability to attract and retain clients.

•If our reputation is harmed, we could suffer losses in our AUM, revenues and net income.

•The lack of soundness of other financial institutions could adversely affect us or the client portfolios we manage.

•We depend on information technology, and any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities, or those of third parties with which we do business or that facilitate our business activities, including as a result of cyber-attacks, could result in significant limits on our ability to conduct our operations and activities, costs and reputational damage.

•Our ability to manage and grow our business successfully can be impeded by systems and other technological limitations.

•If we are unable to successfully recover from a man-made or natural disaster, severe weather event, health crisis or pandemic or other business continuity problem, we could suffer material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

•Our business is vulnerable to deficiencies and failures in support systems, including data management, and customer service functions that could lead to breaches and errors or reputational harm, resulting in loss of customers or claims against us or our subsidiaries.

•Disruptions in the markets, to market participants and to the operations of third parties whose functions are integral to our ETF platforms may adversely affect the prices at which ETFs trade, particularly during periods of market volatility.

•The recent advancements in and increased use of artificial intelligence (AI) present risks and challenges that may adversely impact our business.

Risks Related to Accounting, Capital Management and Liquidity

•The carrying value of goodwill and other intangible assets on our balance sheet has become impaired in the past and could become impaired in the future, which would adversely affect our results of operations.

•Our Credit Agreements impose operating covenants that impact our ability to conduct certain activities and, if amounts borrowed under our Credit Agreements were subject to accelerated repayment, we might not have sufficient assets or liquidity to repay such amounts in full.

•We issued perpetual preferred stock having a value of approximately $4 billion, of which approximately $2.5 billion remains outstanding, which could adversely affect our ability to raise additional capital and may limit our ability to fund other priorities.

•Failure to maintain adequate corporate and contingent liquidity may cause our AUM, revenues and net income to decline, as well as harm our prospects for growth.

•Distribution of earnings of our subsidiaries may be subject to limitations, including regulatory net capital requirements.

Risks Related to Strategic Transactions

•We may engage in strategic transactions that could create risks.

Risks Related to our Significant Shareholders

•Future sales of shares of our common stock could adversely impact the trading price of our common stock.

•Massachusetts Mutual Life Insurance Company (MassMutual) has the ability to significantly influence our business, and MassMutual’s interest in our business may be different from that of other shareholders.

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Risks Related to Regulatory and Legal Matters

•We operate in an industry that is highly regulated in most countries, and any enforcement action or proceeding against us or significant changes in the laws or regulations governing our business or industry could damage our reputation or decrease our AUM, revenues, net income or liquidity.

•Civil litigation and governmental investigations and enforcement actions or proceedings against us could adversely affect our AUM and future net income and increase our costs of doing business.

•Legislative and other measures that may be taken by governmental authorities could materially increase our tax burden or otherwise adversely affect our net income or liquidity.

•Examinations and audits by tax authorities could result in additional tax payments for prior periods.

•Bermuda law differs from the laws in effect in the U.S. and may afford less protection to shareholders.

•Because we are incorporated in Bermuda, it may be difficult for shareholders to enforce non-monetary judgments against us or any judgment against us or our directors and officers. Shareholders may have to seek independent advice regarding the commencement of proceedings or service of foreign process in Bermuda.

•We have anti-takeover provisions in our Bye-Laws that may discourage a change of control.

General Risk Factors

•Our ability to maintain our credit ratings and to access the capital markets in a timely manner should we seek to do so depends on a number of factors.

•Insurance may not be available at a reasonable cost to protect us from loss or liability.

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PART I

Item 1. Business

Introduction

Invesco Ltd. (the Parent), along with its consolidated entities (collectively, Invesco or the company), is an independent investment management firm dedicated to delivering a superior investment experience. Our comprehensive range of active, passive and alternative investment capabilities has been constructed over many years to help clients achieve their investment objectives. We draw on this comprehensive range of capabilities to provide solutions designed to deliver key outcomes aligned to client needs.

With approximately 7,500 employees and an on-the-ground presence in more than 20 countries, Invesco is well positioned to meet the needs of investors across the globe. We have specialized investment teams managing investments across a broad range of asset classes, investment styles and geographies. For decades, individuals and institutions have viewed Invesco as a trusted partner for a comprehensive set of investment needs. We have a significant presence in the retail and institutional markets within the investment management industry in the Americas, Europe, Middle East and Africa (EMEA) and Asia-Pacific (APAC), serving clients in more than 120 countries. As of December 31, 2025, the firm managed approximately $2.2 trillion in assets for investors around the world.

The key drivers of success for Invesco are strong long-term investment performance, positive market performance, high-quality client service, effective distribution relationships delivered across a diverse spectrum of investment management capabilities, distribution channels, geographic areas and market exposures, and competitive pricing. Through our focus on these areas, we seek to deliver better outcomes for clients, generate competitive investment results and positive net flows, and increase AUM and revenues.

We measure relative investment performance by comparing our investment capabilities to competitors' products, industry benchmarks and client investment objectives. Generally, distributors, investment advisors and consultants take into consideration longer-term investment performance (e.g., three-year and five-year performance) in their selection of investment products and recommendations to their clients. Third-party ratings may also influence client investment decisions. We monitor the quality of client service in a variety of ways, including periodic client satisfaction surveys, analysis of response times and redemption rates, competitive benchmarking of services and feedback from investment consultants.

The company is organized under the laws of Bermuda. Our common shares are listed and traded on the New York Stock Exchange (NYSE) under the symbol “IVZ.” We maintain a website at www.invesco.com/corporate. (Information contained on our website shall not be deemed to be part of, or be incorporated into, this document.)

Industry Trends

Trends around the world continue to transform the investment management industry and underscore the need to be well diversified with broad capabilities globally:

Individuals and Institutions expect personalized outcomes and experience

•Distribution partners are becoming more selective and continuing to maintain fewer relationships and partners, reducing the number of trusted investment managers with whom they work.

•Clients and distribution partners are demanding more from investment managers. While performance remains paramount and competitive pricing is essential, best-in class experience and value-added services (including portfolio analytics, consultative solutions, and digital tools) increasingly differentiate managers.

Structural shifts in client portfolio allocations

•Private market allocations continue to increase and become a more meaningful part of retail portfolios, driving industry fee growth as well as innovation and democratization.

•Beta, factor, and index offerings will continue to be core to portfolios in transparent, efficient markets. In this space, clients will demand ease of access and competitive pricing.

•Investors have been shifting their investment strategies toward passively managed strategies, and we believe this trend will continue.

•Investors who are selecting active strategies place a high bar on proven and consistent performance across various wrappers.

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Leading asset managers must quickly curate options that solve clients’ problems

•Investment capabilities will be delivered efficiently and seamlessly using vehicles and technologies including models, SMAs, and tokenized platforms.

•Investment managers are finding new ways of leveraging data and analytics to create insights that will provide strategic advantage and drive investment, distribution, and operational excellence.

•Winners will invest in talent and skills across new ecosystems, requiring new ways of working and strategic partnerships to drive synergies and scale.

These dynamics are driving fundamental changes within the industry and, we believe, will drive increasing consolidation. Additionally, the U.S. and China will continue to be the dominant global wealth markets, and global asset management leaders will need a considerable footprint in these markets, along with additional high opportunity markets in EMEA and across the globe. We believe the depth and breadth of Invesco's platform position us to understand, anticipate, and meet our clients' needs and to compete successfully with others within our industry.

Strategy

At Invesco, we seek to drive sustainable profitable growth by delivering capabilities that build enduring relationships and create better outcomes for our clients. We believe we have an advantageous position globally as a diversified, client-centric asset manager and a strategy to deliver for our shareholders. The firm's strategic priorities are aligned with four key long-term themes that are designed to sharpen our focus on clients' needs, further strengthen our business over time and help ensure our long-term success:

Deliver the excellence our clients expect

•Achieve strong, long-term investment performance.

•Deliver a quality investment process and a frictionless experience with superior engagement.

•Provide a holistic value proposition including advice and solutions to help our clients best manage their portfolios and succeed with their own clients.

Grow high demand investment offerings

•Prioritize the intersection of market size, secular change, and Invesco’s unique position to drive growth in the highest opportunity regions.

•Grow high demand private markets capabilities leveraging our strong retail channel, expanding investment strategies, and partnerships.

•Drive profitable organic growth, emphasizing high demand, scalable investment capabilities, and delivery vehicles.

Create an environment where talented people thrive

•Attract and develop high performing, diverse talent with skills aligned to deliver against business outcomes.

•Create an inclusive and engaging culture that values diversity of thought which enables us to work as one team to deliver better outcomes.

Act like owners for all stakeholders

•Harness innovation including AI to utilize next generation technology across all aspects of the business.

•Strengthen financial flexibility emphasizing operating leverage.

•Focus on meeting clients' needs and operating effectively and efficiently.

Investment Management Capabilities

We believe that the proven strength of our distinct and globally located investment teams and their well-defined investment disciplines and risk management approaches provide us with a competitive advantage. There are few independent investment managers with teams as globally diverse as Invesco's and with the same breadth and depth of investment capabilities and vehicles. We offer multiple investment objectives within the various asset classes and products that we manage. Our asset classes, broadly defined, include equity, fixed income, balanced, alternatives and money market.

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Distribution Channels

Retail AUM typically originate from clients investing into funds available to the public in the form of shares or units. Institutional AUM originate from entities such as individual corporate clients, insurance companies, endowments, foundations, government authorities, universities or charities. AUM disclosed as retail AUM include AUM distributed by the company's retail sales teams. AUM disclosed as institutional AUM include AUM distributed by the company's institutional sales teams.

The company operates as an integrated global investment manager. Dedicated sales forces deliver our investment strategies through a variety of vehicles that meet the needs of retail and institutional clients.

Retail

Retail AUM were $1,515.7 billion at December 31, 2025. We offer retail products within all of the major asset classes. Our retail products are primarily distributed through third-party financial intermediaries, including major wirehouses, direct wealth platforms, regional broker-dealers, insurance companies, banks and financial planners in the Americas, and independent brokers and financial advisors, banks and direct wealth platforms in EMEA and APAC. In addition to our established retail intermediary networks, digital distribution channels are playing an increasingly important role in shaping client engagement and product delivery. Digitally native financial institutions and online wealth platforms are becoming a growing source of retail asset flows, expanding investor access to our strategies through mobile‑first and data‑driven advisory ecosystems. Further, we also continue to explore opportunities in the emerging trend of tokenization, which has the potential to transform the delivery and operational efficiency of investment products through enhanced accessibility, fractionalization, and streamlined settlement.

The Americas and EMEA retail operations rank among the largest by AUM in their respective markets. As of December 31, 2025, Invesco's U.S. retail business, including our ETFs franchise, is among the leading asset managers in the U.S., and Invesco's retail business in EMEA is among the largest non-proprietary investment managers in the retail channel. In addition, Invesco Great Wall Fund Management Company Limited (IGW or Invesco Great Wall), our joint venture in China, is one of the largest asset managers in China, with total AUM of approximately $132.5 billion at December 31, 2025. We provide our retail clients with one of the industry's most robust and comprehensive product lines.

Institutional

Institutional AUM were $654.2 billion at December 31, 2025. We offer a broad suite of domestic and global capabilities, ranging from traditional active, passive and quantitative equities, and fixed income (including money market funds for institutional clients) to multi-asset solutions to alternative investments such as real estate, private credit, and absolute return strategies. Regional sales forces distribute our products and provide services to clients and intermediaries around the world. We have a diversified client base that includes major public and private entities, unions, non-profit organizations, endowments, foundations, pension funds, financial institutions, insurers and sovereign wealth funds. Invesco's institutional money market funds serve some of the largest financial institutions, government entities and companies in the world.

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AUM Diversification

We believe one of Invesco's competitive strengths is the diversification of AUM by client domicile, distribution channel and investment capability. We serve clients in more than 120 countries. The following tables present a breakdown of AUM by client domicile, distribution channel and investment capability as of December 31, 2025. See the company's disclosures regarding the changes in AUM for the year ended December 31, 2025 in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Assets Under Management” for additional information regarding changes in AUM.


By Client Domicile
(in billions)	Total		1-Yr Change
c Americas	$	1,492.4	13.4	%

c EMEA	356.5		37.0	%
c APAC	321.0		18.8	%
Total	$	2,169.9



By Distribution Channel
(in billions)	Total		1-Yr Change
c Retail	$	1,515.7	19.8	%
c Institutional	654.2		12.7	%
Total	$	2,169.9


By Investment Capability
(in billions)	Total		1-Yr Change
c ETFs and Index	$	630.2	30.0	%
c Fundamental Fixed Income	311.5		11.6	%
c Fundamental Equities	298.4		7.8	%
c Private Markets	130.7		0.8	%
c China JV	132.5		42.2	%
c Multi-Asset/Other	69.7		(3.5)	%
c Global Liquidity	189.7		(0.9)	%
c QQQ	407.2		27.7	%
Total	$	2,169.9

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Corporate Responsibility and Human Capital

Invesco’s long-term success depends on our ability to retain, develop, engage and attract top talent. Invesco invests significantly in talent development, employee benefit programs, technology and other resources that support our employees in developing their full potential. We believe that an employee community that is diverse and inclusive, engaged in their communities and invested in employee well-being will drive positive outcomes for our clients and shareholders.

As of December 31, 2025, the company had 7,499 (December 31, 2024: 8,508) employees with an on-the-ground presence in over 20 countries. Our employees are not covered under collective bargaining agreements.

The company operates in an environmentally responsible manner. Across Invesco offices, we carefully manage our operational activities with a focus on using natural resources wisely, increasing efficiencies wherever possible and providing a safe and healthy workplace for employees and visitors. This is the foundation of our environmental, health and safety management approach.

Competition

The investment management business is highly competitive, with points of differentiation including investment performance, fees, range of products offered, brand recognition, business reputation, financial strength, depth and continuity of relationships and quality of service. We compete with a large number of investment management firms, commercial banks, investment banks, broker-dealers, hedge funds, insurance companies and, increasingly, firms outside the traditional financial services industry, such as technology providers. Many of these competitors have greater financial resources and higher brand recognition than Invesco. However, we believe our experience as a trusted partner to clients, the quality and diversity of our investment capabilities, product types and channels of distribution, and our commitment to innovation enable us to compete effectively in the global investment management business. There are few independent investment managers with teams as globally diverse as Invesco's and the same breadth and depth of investment capabilities and vehicles. We offer multiple investment objectives within the various asset classes and products that we manage. We also believe being an independent investment manager is a competitive advantage, as our business model avoids conflicts that are inherent within institutions that both manage and distribute and/or service those products. Lastly, we believe continued execution against our strategic objectives will further strengthen our long-term competitive position.

Management Contracts

We derive substantially all of our revenues from investment management contracts. Fees vary with the type of assets being managed, with higher fees earned on actively managed equity and balanced accounts, along with real estate and other alternative asset products, and with lower fees earned on fixed income, money market, stable value accounts, and ETFs. Investment management contracts are generally terminable upon thirty or fewer days' notice. Typically, retail investors may withdraw their funds at any time without prior notice and institutional clients may elect to terminate their relationship with investment managers or reduce the aggregate amount of AUM with very short notice periods.

Risk Management

Invesco is committed to continually strengthening and evolving our risk management approach and activities to ensure they keep pace with business change and client expectations. We believe a key factor in our ability to manage through challenging market conditions and significant business change is our integrated and global approach to risk management. We seek to embed risk management in our day-to-day decision-making as well as our strategic planning process, while our global risk management framework seeks to enable consistent and meaningful risk dialogue up, down and across the company.

Our framework leverages two governance structures: (i) our Global Investment Risk and Performance Committee oversees the management of core investment risks; and (ii) our Enterprise Risk Management Committee oversees the management of all other business- and strategy-related risks. A network of regional, business unit and risk-specific management committees, with oversight by the Enterprise Risk Management Committee, provides ongoing identification, assessment, management, monitoring, and reporting of existing and emerging risks across all domains of our business. The Board has oversight responsibility for the company’s risk management program and processes.

Available Information

The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers at www.sec.gov. We make available free of charge on our website, www.invesco.com/corporate, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statement and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

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Item 1A. Risk Factors

Risks Related to Market Dynamics and Volatility

Volatility and disruption in global or regional capital and credit markets, equity, debt, private and commodity markets, as well as adverse changes in the global economy, could negatively affect our AUM, revenues, net income and liquidity.

In recent years, capital and credit markets have experienced substantial volatility. In this regard:

•In the event of extreme circumstances, including an economic, political or business crisis, such as widespread systemic failures or disruptions in the global or regional financial systems or failures of firms that have significant obligations as counterparties on financial instruments, we may suffer significant declines in AUM and severe liquidity or valuation issues in managed investment products in which client and company assets are invested, all of which would adversely affect our operating results, financial condition, liquidity, credit ratings, ability to access capital markets and ability to retain and attract key employees. Additionally, these factors could impact our ability to realize the carrying value of our goodwill and other intangible assets and have impacted the carrying value of our intangible assets in the past.

•Illiquidity and/or volatility of the global or regional risk asset markets could negatively affect our ability to manage investment products in which client and company assets are invested or client inflows and outflows or to timely meet client redemption requests.

•In the event that market values of companies involved directly in AI or exposed to AI trends, including those that are part of the Nasdaq-100 Index, decline, we may suffer declines in AUM and revenue, particularly relating to products we advise that track the Nasdaq-100 Index, such as the Invesco QQQ Trust and the Invesco NASDAQ 100 ETF.

•Uncertainties regarding geopolitical developments, such as nation state sovereignty, border disputes, diplomatic developments, social instability or changes in governmental policies, can produce volatility in global financial markets and regulatory environments. This volatility, including volatility arising from tensions between the U.S. and China, may impact the level and composition of our AUM and also negatively impact investor sentiment, which could result in reduced or negative flows. Geopolitical risks may also lead to economic sanctions, trade restrictions, or regulatory changes that adversely affect global markets and our business.

•Changes to tax, tariff and import/export regulations and economic sanctions may have a negative effect on global or regional economic conditions, financial markets and our business. Any changes with respect to trade policies, treaties, taxes, government regulations and tariffs, or the perception that any of these changes could occur, may have a material adverse effect on global or regional economic conditions and the stability of global financial markets and may significantly reduce global trade or trade between certain nations. Given we are a global business, we could be more adversely affected than others by such market uncertainties.

Our revenues and net income would likely be adversely affected by any reduction in AUM as a result of either a decline in market value of such assets or net outflows, each of which would reduce the investment management fees we earn.

We derive substantially all our revenues from investment management contracts with clients. Under these contracts, the investment management fees paid to us are generally based on the market value of AUM. AUM may decline for various reasons. For any period in which revenues decline, our net income and operating margin would likely decline by a greater proportion because a majority of our expenses remain fixed. Factors that could decrease AUM, revenues, and net income include the following:

Declines in the market value of AUM in client portfolios. We cannot predict whether volatility in the markets will result in substantial or sustained declines in the markets generally or result in price declines in market segments in which our AUM are concentrated. Any of the foregoing could negatively impact the market value of our AUM, revenues and net income. Market declines may be driven by interest rate volatility, foreign exchange fluctuations, geopolitical instability, or other macroeconomic factors.

Redemptions and other withdrawals from, or shifting among, client portfolios. These changes could be caused by investors reducing their investments in client portfolios in general or in the market segments in which we focus; investors taking profits from their investments; and portfolio risk characteristics, which could cause investors to move assets to other investment managers. Furthermore, the fees we earn vary with the types of assets being managed, with higher fees earned on actively managed equity and balanced accounts, alternative asset products, and lower fees earned on fixed income, stable value accounts and passively managed products. Our revenues and net income may decline further if clients continue to shift their investments to lower fee accounts.

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Our revenues and net income from money market and other fixed income assets may be harmed by interest rate volatility, prolonged high or low rates, liquidity, and credit volatility.

While inflation remained relatively flat in 2025, our business is exposed to risks associated with inflation and fluctuations in interest rates including rapid changes or uncertainty in rate direction. Certain institutional investors using money market products and other short-term duration fixed income products for cash management purposes may shift these investments to direct investments in comparable instruments in order to realize higher yields. These redemptions would reduce AUM, thereby reducing our revenues and net income. If securities within a money market portfolio default or investor redemptions force the portfolio to realize losses, there could be negative pressure on its net asset value (NAV). Although money market investments are not guaranteed instruments, the company might decide, under such a scenario, that it is in its best interest to provide support in the form of a support agreement, capital infusion or other methods to help stabilize a declining NAV, which may have an adverse impact on our profitability. Additionally, we have investments, including collateralized loan obligations (CLOs), real estate-related loans, commercial loans, income based products inclusive of private strategies, and seed capital in fixed income funds, the valuation of which could vary with changes in interest and default rates as well as credit quality deterioration. Declines in the values of AUM could lead to reduced revenues and net income as management fees are generally calculated based upon the size of AUM.

Our financial condition and liquidity would be adversely affected by losses on our seed capital and co-investments.

The company has investments in managed investment products that invest in a variety of asset classes, including equities, fixed income products, commodities, derivatives, other similar financial instruments, and alternative investment products. Investments in these products are generally made to establish a track record, meet purchase size requirements for trading blocks or demonstrate economic alignment with other investors in our funds. Adverse market conditions may result in the need to write down the value of these seed capital and co-investments, which may adversely affect our results of operations or liquidity. As of December 31, 2025, we had approximately $1,166.3 million in seed capital and co-investments.

As many of our subsidiary operations are located outside of the U.S. and have functional currencies other than the U.S. Dollar, changes in the exchange rates to the U.S. Dollar impact our reported financial results.

The largest component of our net assets, revenues and expenses, as well as our AUM, is presently denominated in U.S. Dollars. However, we have a large number of subsidiaries outside of the U.S. whose functional currencies are not the U.S. Dollar. As a result, fluctuations in the exchange rates to the U.S. Dollar impact our reported financial results. Currency movements can also directly affect the value of AUM and related fee revenues when client assets are denominated in non-U.S. currencies. Significant strengthening of the U.S. Dollar relative to the United Kingdom (U.K.) Pound Sterling, Euro, Chinese RMB, Japanese Yen or Canadian Dollar, among other currencies, could have a material negative impact on our reported financial results.

Risks Related to Investment Performance and Competition

Poor investment performance of our products could reduce the level of our AUM or affect our sales, and negatively impact our revenues and net income.

Our investment performance is critical to the success of our business. Strong investment performance often stimulates sales of our products. Poor investment performance (on a relative or absolute basis) as compared to third-party benchmarks or competitive products has in the past led, and could in the future lead, to a termination of investment management agreements, a decrease in sales of our products or stimulate redemptions from existing products, each of which could lower the overall level of AUM, reduce our management fees and negatively impact our revenues and net income. There is no assurance that past or present investment performance in our products will be indicative of future performance. If we fail, or appear to fail, to address successfully and promptly the underlying causes of any poor investment performance, we may be unsuccessful in reversing such underperformance, which could result in client loss or redemptions and the loss of future business prospects, both of which would negatively impact our revenues and net income.

Failure to properly address the increased transformative pressures affecting the asset management industry could negatively impact our business.

The asset management industry is facing transformative pressures and trends from a variety of different sources, including increased fee pressure; a continued shift away from actively managed fundamental equities and fixed income strategies towards alternatives, passive index and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions concentrating on fewer relationships and partners and reducing the number of investment

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managers they work with; consolidation among distributors and competitive pricing pressures; growth in private markets and alternatives requiring new capabilities; increased regulatory activity and scrutiny of many aspects of the asset management industry, including ESG practices and related matters, transparency/unbundling of fees, inducements, conflicts of interest, capital, liquidity, solvency, leverage, operational risk management, controls and compensation; divergent global regulatory requirements and evolving sustainability disclosure mandates; addressing the key emerging markets in the world, such as China and India, which often have populations with different needs, preferences and horizons than the more developed U.S. and European markets; advances in technology and digital wealth and distribution tools and increasing client interest in interacting digitally with their investment portfolios; cybersecurity, data privacy, and integration of artificial intelligence (AI) into investment and client service processes; and growing digital asset markets that remain subject to substantial volatility and significant regulatory uncertainty. As a result of these trends and pressures, the asset management industry is facing an increased level of disruption. If we are unable to adapt our strategy and business to adequately address these trends and pressures, we may be unable to satisfactorily meet client needs, our competitive position may weaken, and our AUM, revenues, and net income may be adversely affected.

Competitive pressures may force us to reduce the fees we charge to clients, which could reduce our profitability.

The investment management business is highly competitive, and we compete based on a variety of factors, including investment performance, range of products offered, brand recognition, business reputation, financial strength, stability and continuity of client and financial intermediary relationships, quality of service, level of fees charged for services and the level of compensation paid and distribution support offered to financial intermediaries. We continue to face market pressures regarding fee levels in many products, including low fee, passively managed products that compete with our actively managed products.

Our competitors include many investment management firms and other financial institutions. Some of these institutions have greater capital and other resources, and offer more comprehensive lines of products and services, than we do. There are relatively few barriers to entry by new investment management firms, and the successful efforts of new entrants around the world have also resulted in increased competition. Further, our competitors may increase their market share to our detriment by reducing fees. Failure to achieve scale or operational efficiencies in response to these pressures could further compress margins and negatively impact profitability. The increasing size and market influence of certain distributors of our products and of certain direct competitors may have a negative impact on our ability to compete at the same levels of profitability in the future. Competitive pressures may affect our economics in multiple ways, including forcing us to reduce the fees we charge clients and increasing the cost of delivering our products through higher or more expansive revenue share, all of which could adversely impact our profitability.

In addition, technology is subject to rapid advancements and changes and our competitors may, from time to time, implement newer technologies or more advanced platforms for their services and products, including digital advisers, low cost, high speed financial applications and services and investment platforms based on AI and other advanced electronic systems, which could adversely affect our business if we are unable to remain competitive. Nontraditional competitors, including fintech firms and global platforms, may accelerate these trends and intensify pricing pressure.

Our private market products include investments in private credit, real estate, private market funds of funds and direct equity investments in operating companies that may expose our investment products, our clients and, to the extent of our investment in such investment products, us to risks and liabilities and reputational harm.

•risks related to the potential illiquidity, valuation and disposition of such investments;

•risks related to emerging and less established companies that have, among other things, short operating histories, not yet achieved or sustained profitability, new technologies and products, nascent control functions, quickly evolving markets and limited financial resources;

•construction risks, including as a result of force majeure, labor disputes or work stoppages, shortages of material or interruptions to the availability of necessary equipment;

•credit risks, including interest-rate movements and an issuer’s ability to make principal and interest payments on the debt it issues;

•risks related to investment in “stressed” and “distressed” securities, including abrupt and erratic market movements, above-average price volatility and bankruptcy;

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•risks related to the ability to detect or prevent irregular accounting, employee misconduct or other fraudulent practices by any issuer or portfolio investment;

•risks relating to minority equity investments and joint ventures, including limited control over the applicable portfolio investments or joint ventures;

•risks associated with a lack of diversification, such that any adverse change in one or a small number of issuers could have a material adverse effect on an investment product’s or client’s investments;

•accidents, pandemics, health crises or catastrophic events, climate-related risks, including greater frequency or intensity of adverse weather and natural disasters, that are beyond our control;

•personal injury or property damage;

•risks relating to reliance on underlying managers and funds to effect fund of funds programs;

•risks relating to the use of leverage, including as a result of increasing interest rates or an inability to timely obtain and effectively deploy leverage;

•failures on the part of third-party managers, service providers or sub-contractors appointed in connection with investments or projects to adequately perform their contractual duties or operate in accordance with applicable laws;

•exposure to stringent and complex foreign, federal, state and local laws, ordinances and regulations, including those related to private fund advisers, financial crime, permits, government contracting, conservation, exploration and production, lending, tenancy, housing affordability, occupational health and safety, employment law and regulation, foreign investment and environmental protection;

•environmental hazards;

•changes to the supply and demand for properties and/or tenancies;

•risks related to the availability, cost, coverage and other limitations on insurance;

•the financial resources of tenants or loan counterparties;

•contingent liabilities on disposition of investments; and

•conflicts of interest related to investments in operating companies.

The above risks may expose our investment products, clients and us, to the extent of our investment in such investment products, to expenses and liabilities, including costs associated with delays or remediation and increased legal or regulatory costs, all of which could impact the returns earned by our investment products and clients.

These risks could also result in direct liability for us by exposing us to losses, regulatory sanctions or litigation, including claims for compensatory or punitive damages. In addition, market conditions may change during the course of real estate development projects in which our investment products and clients invest that make such developments less attractive than at the time it commenced and potentially harm the investment returns of our investment products, our clients and, to the extent of our investment in such investment products, us.

The occurrence of any such events may expose us to reputational harm, or cause our AUM, revenues and net income to decline.

Our investment products, clients and, to the extent of our investment in such investment products, we could incur losses if the allowance for credit losses, including loan and lending-related commitment reserves, of portfolio-level investments is inadequate or if our expectations of future economic conditions deteriorate.

When our investment products or clients loan money, commit to loan money, provide credit or enter into a credit-related contract or mortgage loan with a counterparty, our investment products, clients and, to the extent of our investment in such investment products, we incur credit risk or the risk of loss if the borrower or counterparty does not timely repay its loans or fails to perform according to the terms of its agreement. The revenues and profitability of investment products and clients may be subordinated (and thus exposed to the first level of default risk) or otherwise subject to substantial credit risks. Certain investments, including second lien debt, have a comparatively higher degree of risk of a loss of capital and may not show any return for a considerable period of time.

The revenues and profitability of investment products, clients and, to the extent of our investment in such investment products, us are adversely affected when borrowers and counterparties default, in whole or in part, on their obligations or when there is a significant deterioration in the credit quality of the loan portfolio or decline in the value of collateral. In the event of a default, investment returns will depend on the ability to foreclose and liquidate the collateral. Certain debt-related holdings may be difficult or impossible to dispose of readily at what we believe to be a fair price. Investment products and clients can have exposure to lower-rated instruments and securities, which generally reflects a greater possibility that adverse changes in the financial condition of the borrower or in general economic conditions, including rising interest rates, inflation, geopolitical instability, or sector-specific stress, may impair the ability of the borrower to make payment of principal and interest.

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Current and future market and economic developments may increase default and delinquency rates and negatively impact the quality of the credit portfolio. Although our estimates contemplate current conditions and how we expect them to change over the life of the investment portfolio, it is possible that actual conditions could be worse than anticipated, which could cause our revenues and net income to decline.

We may be unable to develop new products and services, and the development of new products and services may expose us to additional costs or operational risk.

Our financial performance depends, in part, on our ability to develop, market and manage new investment products and services. The development and introduction of new products and services requires continued innovative efforts on our part and may require significant time and resources as well as ongoing support and investment. Substantial risk and uncertainties are associated with the introduction of new products and services, including the implementation of new and appropriate operational controls and procedures, technology integration, shifting client and market preferences, the introduction of competing products or services and compliance with regulatory requirements. New products often must be in the market place for three or more years in order to generate the track records required to attract significant AUM inflows. Increasingly, clients and intermediaries are looking to investment managers to deliver investment outcomes tailored to particular circumstances and needs, and to augment traditional investment management products and services with additional value-added services. A failure to continue to innovate and introduce successful new products and services or to manage effectively the risks associated with such products and services may impact our market share relevance and may cause our AUM, revenues and net income to decline.

The failure or negative performance of products offered by competitors may have a negative impact on similar Invesco products irrespective of our performance.

Many competitors offer similar products to those offered by us, and the failure or negative performance of competitors’ products could lead to a loss of confidence in similar Invesco products, irrespective of the performance of our products. Any loss of confidence in a product type could lead to withdrawals, redemptions and liquidity issues in such products, and may also increase regulatory focus and compliance costs, which could have a material adverse effect on our AUM, revenues and net income or liquidity.

Risks Related to Human Capital, Operations and Technology

Our investment management professionals and other key employees are a vital part of our ability to attract and retain clients, and the loss of key individuals or a significant portion of those professionals could result in a reduction of our AUM, revenues and net income.

Retaining highly skilled investment management and other personnel in-high demand is important to our ability to attract and retain our clients. The market for skilled investment management professionals and other key personnel is highly competitive. Our policy has been to provide our investment management professionals and other key personnel with a supportive professional working environment and compensation and benefits that we believe are competitive with other leading investment management firms. However, we may not be successful in retaining our investment management professionals and other key personnel, and the loss of significant investment professionals or other key personnel could reduce the attractiveness of our products and services to potential and current clients and could, therefore, adversely affect our AUM, revenues and net income.

Changes in the distribution channels on which we depend could reduce our net income and hinder our growth.

We sell substantially all of our retail investment products through a variety of third-party financial intermediaries. Increasing competition for these distribution channels could cause our distribution costs to rise, which would lower our net income. Certain of the third-party intermediaries upon whom we rely to distribute our investment products also sell their own competing proprietary investment products, which could limit the distribution of our products and certain distributors may demand higher levels of revenue sharing. Similarly, particularly in the U.S., certain distributors have substantially reduced the number of investment funds they make available to their customers. If a material portion of our distributors were to substantially narrow their product offerings, it could have a significant adverse effect on our AUM, revenues and net income. More broadly, in both retail and institutional channels, intermediaries (distribution firms and consultants) are seeking to reduce the number of investment management firms they do business with. While this offers opportunities to the company to have broader and deeper relationships with firms that continue to do business with us, it also poses risks of additional lost business if a particular firm chooses to stop or significantly reduce its business relationship with the company. Any failure to maintain strong business relationships with these intermediaries due to any of the above-described factors would impair our ability to sell our products, which in turn could have a negative effect on our AUM, revenues and net income.

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Investors, particularly in the institutional market, rely on external consultants and other third parties for advice on the choice of investment manager. These consultants and third parties tend to exert a significant degree of influence over their clients' choices, and they may favor one of our competitors over us as better meeting their particular clients' needs. There is no assurance that our investment products will be among their recommended choices in the future. Any failure to maintain strong business relationships with the consultant community would impair our ability to sell our products, which in turn could have a negative effect on our AUM, revenues and net income.

Failure to comply with client contractual requirements and/or investment guidelines could result in costs of correction, damage awards and/or regulatory fines and penalties against us and loss of revenues due to client terminations.

Many of the investment management agreements under which we manage assets or provide products or services specify investment guidelines or requirements, such as adherence to investment restrictions or limits, that we are required to observe in the provision of our services. Laws and regulations impose similar requirements for certain investment products. A failure to comply with these guidelines or requirements could result in damage to our reputation or in our clients seeking to recover losses, withdrawing their assets or terminating their contracts. Regulators likewise may commence enforcement actions for violations of such requirements, which could lead to fines and penalties against the company, which could cause our AUM, revenues and net income to decline. We maintain various compliance procedures and other controls to seek to prevent, detect and correct such errors. Significant errors by the company could impact our reputation, AUM, revenues, net income or liquidity.

Our investment advisory agreements are subject to termination or non-renewal, and our fund and other investors may withdraw their assets at any time.

Substantially all our revenues are derived from investment management agreements. Investment management agreements are generally terminable upon 30 or fewer days' notice. Agreements with U.S. registered funds may be terminated with notice or terminated in the event of an “assignment” (as defined in the U.S. Investment Company Act of 1940, as amended), and must be renewed and approved annually by the disinterested members of each fund's Board of Trustees or Directors, as required by law. In addition, the Boards of Trustees or Directors of certain other funds generally may terminate these investment management agreements upon written notice for any reason. Open-end registered fund and unit trust investors may generally withdraw their funds at any time without prior notice. Institutional clients may elect to terminate their relationships with us or reduce the aggregate amount of AUM, generally on short notice. Any termination of or failure to renew a significant number of these agreements, or any other loss of a significant number of our clients or AUM, would adversely affect our revenues, net income, and liquidity.

The quantitative models we use and our index tracking investment solutions may contain errors, which could result in financial losses or adversely impact product performance and client relationships.

We use various quantitative models to support investment decisions and investment processes, including those related to portfolio management, portfolio risk analysis, and client investment guidance. While we maintain controls to seek to prevent, detect and correct any errors, even effective controls and procedures can only provide reasonable assurance of achieving their control objectives. Any errors in the underlying models or model assumptions could have unanticipated and adverse consequences on our business and reputation. These risks may be heightened by the rapid growth and complexity of new models, evolving data sets and standards, and market volatility. In addition, we offer index tracking investment solutions for our passive products, and any errors or disruptions in our ability to accurately track a subject index could materially adversely affect our business or reputation, which would adversely affect our AUM, revenues, net income, and liquidity.

Disclosure requirements and expectations related to sustainability or ESG are evolving. Our inability to meet these requirements and expectations could cause regulatory or reputational harm and affect our ability to attract and retain clients.

Requirements and expectations related to commitment to and disclosures around sustainability or ESG topics continue to evolve globally. These requirements are distinct from typical financial reporting constructs, given their focus on the disclosure of future sustainability or ESG related goals and targets, the strategy and governance designed to achieve those targets, and reporting of relevant metrics delineating progress towards those targets. Additionally, sustainability or ESG related disclosure requirements may use different definitions of materiality than those used for financial statement disclosures, including a focus on so-called “double materiality,” which can evaluate a sustainability or ESG matter as material, regardless of its direct impact on us, based on broader societal impacts.

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Given evolving requirements and the associated standards, methodologies, processes, and controls related to sustainability and ESG related requirements and disclosures that may impact us or our clients, diverging requirements across jurisdictions, and distinct definitions and standards for materiality that could result in conflicting disclosures across frameworks, we may make disclosures that are incorrect or incomplete or fail to make required disclosures, which may result in regulatory or reputational consequences or that may directly or indirectly impact our ability to attract and retain clients. Meeting these requirements may require significant investment in data collection, verification, and reporting systems, and reliance on third-party data providers introduces additional risk.

Further, fiduciary, anti-competitive, voting power, governance, and other concerns with ESG investment strategies continue to be the subject of legislative and regulatory debate globally, particularly at both the federal and state levels in the U.S., the outcomes of which could impact both our asset management business and our clients, as well as, potentially, our investment activities more broadly. Certain U.S. officials have suggested that sustainability or ESG related investing practices may result in violations of law, including antitrust laws, and breaches of fiduciary duty. Views on sustainability or ESG practices, particularly those related to climate issues, have also become part of political discourse, which can amplify the reputational and business risks associated with such allegations. Further risks related to ESG investment strategies include negative market perception and diminished sales effectiveness and regulatory and litigation consequences associated with greenwashing claims or driven by association with certain clients, industries or products that may be inconsistent with our other clients’ ESG priorities.

If our reputation is harmed, we could suffer losses in our AUM, revenues and net income.

Our business depends on earning and maintaining the trust and confidence of clients, other market participants and regulators, and our good reputation is critical to our business. Our reputation is vulnerable to many threats that can be difficult or impossible to control, and costly or impossible to remediate. Regulatory inquiries, investigations or findings of wrongdoing, intentional or unintentional misrepresentation of our products and services in regulatory filings, product literature, advertising materials, public relations information, social media or other external communications, operational failures (including portfolio management errors or cyber breaches), employee dishonesty or other misconduct and rumors, among other things, can substantially damage our reputation, even if they are baseless or eventually satisfactorily addressed.

Our business also requires us to continuously manage actual and potential conflicts of interest, including situations where our services to a particular client conflict, or are perceived to conflict, with the interests of other clients or our own interests. The willingness of clients to enter into transactions in which such a conflict might arise may be affected if we fail - or appear to fail - to deal appropriately with conflicts of interest. In addition, potential or perceived conflicts could give rise to litigation or regulatory enforcement actions.

We have policies, procedures and controls that are designed to address and manage these risks; however, even effective procedures and controls can only provide reasonable assurance of achieving their objectives. If our policies, procedures or controls fail, our reputation could be damaged. Any damage to our reputation could impede our ability to attract and retain clients and key personnel, and lead to a reduction in the amount of our AUM, any of which could have a material adverse effect on our revenues, net income or liquidity.

The lack of soundness of other financial institutions could adversely affect us or the client portfolios we manage.

Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We, and the client portfolios that we manage, have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry. Many of these transactions expose us or such client portfolios to credit risk in the event of default of their counterparties. While we regularly conduct assessments of such risk posed by counterparties, an event of default may occur due to market factors, such as sudden swings in the financial and credit markets that may occur swiftly and without warning. Counterparty defaults could result in financial losses for us or our clients, regulatory scrutiny, and reputational harm.

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We depend on information technology, and any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities, or those of third parties with which we do business or that facilitate our business activities, including as a result of cyber-attacks, could result in significant limits on our ability to conduct our operations and activities, costs and reputational damage.

We are highly dependent upon the use of various proprietary and third-party information and security technology, software applications and other technology systems to operate our business. We are also dependent on the effectiveness of our information and cyber security infrastructure, policies, procedures and capabilities to protect our technology and digital systems and the data that reside on or are transmitted through them, including data provided by third parties that is significant to portions of our business and products. We use our technology to, among other things, manage and trade portfolio investments, obtain securities pricing information, process client transactions, protect the privacy of clients', employees' and business partners' data, support our other operations and provide other services to our clients.

In recent years, several financial services firms suffered cyber-attacks launched both domestically and from abroad, resulting in the disruption of services to clients, loss or misappropriation of confidential data, litigation and regulatory enforcement actions and reputational harm. Cyber security incidents and cyber-attacks have been occurring globally at a more frequent and severe level. Our status as a global financial institution and the nature of our client base may enhance the risk that we are targeted by such cyber threats. Although we take protective measures, including measures to secure information effectively through system security technology, have many controls, processes, digital backup and recovery processes in place, and seek to continually monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption, our technology systems may still be vulnerable to unauthorized access as a result of an external attack, actions by employees or vendors with access to our systems, computer malware or other events that have a security impact and that result in the disclosure or release of confidential information inadvertently or through malfeasance, or result in the loss (temporarily or permanently) of data, applications or systems. The third parties with which we do business or which facilitate our business activities, including financial intermediaries and technology infrastructure, data storage and service providers, are also susceptible to the foregoing risks (including those related to the third parties with which they are similarly interconnected or on which they otherwise rely), and our or their business operations and activities may therefore be adversely affected, perhaps materially, by failures, terminations, errors or malfeasance by, or attacks or constraints on, one or more financial, technology or infrastructure institutions or intermediaries with whom we or they are interconnected or conduct business. Further, third-party service providers may have limited indemnification obligations to us in the event a cyber incident causes us to incur loss or damages.

A breach of our technology systems could damage our reputation and could result in the unauthorized disclosure or modification or loss of sensitive or confidential information (including client data); unauthorized disclosure, modification or loss of proprietary information relating to our business; inability to process client or company transactions and processes; breach and termination of client contracts; liability for stolen assets, information or identity; remediation costs to repair damage caused by the breach, including damage to systems and recovery of lost data; additional security costs to mitigate against future incidents; regulatory actions (including fines and penalties, which could be material); and litigation costs resulting from the incident. Such consequences could have a negative effect on our AUM, revenues and net income.

Our ability to manage and grow our business successfully can be impeded by systems and other technological limitations.

Our continued success in effectively managing and growing our business depends on our ability to integrate our varied accounting, financial, information and operational systems on a global basis. Moreover, adapting or developing the existing technology systems we use to meet our internal needs, as well as client needs, industry demands and new regulatory requirements, is also critical for our business. The introduction of new technologies, such as our Alpha/Hybrid investment platform, presents new challenges and new potential risks to us. On an ongoing basis, we need to upgrade and improve our technology, including our data processing, financial, accounting, shareholder servicing and trading systems. Implementing any such upgrades, updates or other changes or replacements for our systems may be expensive and time-consuming, could divert management’s focus away from core business activities and may adversely affect our business if additional or unanticipated time or resources are necessary to complete any such changes to our systems. If the updated or new systems, such as our Alpha/Hybrid investment platform, do not operate as anticipated or if other unforeseen issues arise with the transition to the new or updated systems, our business may be adversely affected. Further, we also must be proactive and prepared to implement new technology when growth opportunities present themselves, whether as a result of a business acquisition or rapidly increasing business activities in particular markets or regions. These needs could present operational issues or require significant capital and may require us to reevaluate the current value and/or expected useful lives of the technology we use, which could negatively impact our AUM, revenues, net income and liquidity.

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If we are unable to successfully recover from a man-made or natural disaster, severe weather event, health crisis or pandemic or other business continuity problem, we could suffer material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

If we were to experience a man-made or natural disaster, severe weather event, health crisis or pandemic, or other business continuity problem, our continued success will depend, in part, on the availability of our personnel, our office facilities and the proper functioning of our computer, telecommunication and other related systems and operations. In such an event, we believe our operational size, multiple office locations and our existing back-up systems should mitigate adverse impacts. Nevertheless, given our global presence, we could still experience near-term operational problems with regard to particular areas of our operations. Although we seek to regularly assess and improve our existing business continuity plans, a major disaster, a disaster that affected certain important operating areas, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

The extent to which our business, revenues, AUM and net income are affected by a future pandemic will largely depend on future events, which cannot be accurately predicted, including the duration, severity and the length of time it will take for the economy to recover from the negative impacts on human capital and potentially permanent impacts on how we operate.

Our business is vulnerable to deficiencies and failures in support systems, including data management, and customer service functions that could lead to breaches and errors or reputational harm, resulting in loss of customers or claims against us or our subsidiaries.

In addition to investment management, our services include fund administration, sales, distribution, marketing, shareholder servicing and trust, custody and other fiduciary services and portfolio management software services. We must properly perform our responsibilities associated with the forgoing services, including portfolio recordkeeping and accounting, security pricing, corporate actions, investment restrictions compliance, daily NAV computations, account reconciliations and required distributions to fund shareholders. The ability to consistently and reliably perform such services is essential to our continuing success. Certain types of securities may experience liquidity constraints that could impact fair value pricing, which is dependent on certain subjective judgments that have the potential to be challenged. Any delays or inaccuracies in obtaining pricing information, processing transactions or reports, other breaches and errors and/or any inadequacies in customer service, could result in reimbursement obligations or other liabilities, or alienate clients or distributors and/or claims against us. Our ability to conduct any of the foregoing actions is highly dependent on communications and information systems and on third-party service providers and their related technology systems and platforms. Certain of these processes involve a degree of manual input, and thus errors could occur. In addition, our operations and processes rely on commercially available data provided by third parties as well as providers of services, including technology services, and operating errors, process failures or failures to comply with data usage requirements with respect to these service providers may adversely impact us. Our data providers commonly disclaim the accuracy and completeness of data and we do not have the ability to validate or verify the accuracy and completeness of commercially sourced datasets. Our failure to properly perform and monitor our operations, including data management, or our otherwise suffering deficiencies and failures in these systems or service functions due to a failure of a third-party service provider or other key vendor could result in material financial loss or costs, regulatory actions, breach of client contracts, reputational harm or legal claims and liability, which in turn could have a negative effect on our AUM, revenues and net income.

Disruptions in the markets, to market participants and to the operations of third parties whose functions are integral to our ETF platforms may adversely affect the prices at which ETFs trade, particularly during periods of market volatility.

The trading price of an ETF’s shares or units fluctuates continuously throughout trading hours. While an ETF’s creation/redemption feature and the arbitrage mechanism are designed to make it more likely that the ETF’s shares or units normally will trade at prices close to the ETF’s NAV, exchange prices may deviate significantly from the NAV. ETF market prices are subject to numerous potential risks, including significant market volatility; imbalances in supply and demand; trading halts invoked by a stock exchange; and inability or unwillingness of market makers, authorized participants, settlement systems or other market participants to perform functions necessary for an ETF’s arbitrage. Operational disruptions, technology failures, or cybersecurity incidents affecting exchanges, clearing systems, or third-party service providers could further impair ETF trading and settlement. Regulatory changes or restrictions on arbitrage or liquidity requirements may also negatively impact ETF pricing and functioning.

If market events lead to instances where an ETF trades at prices that deviate significantly from the ETF’s NAV or indicative value, or trading halts are invoked by the relevant stock exchange or market, investors may lose confidence in ETF products and sell their holdings, which could result in reputational harm and cause our AUM, revenue and net income to decline.

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The recent advancements in and increased use of AI present risks and challenges that may adversely impact our business.

We or our third-party vendors, clients or counterparties have developed and may continue to develop or incorporate AI technology in certain business processes, services or products. The development and use of AI present a number of risks and challenges to our business. The legal and regulatory environment relating to AI is rapidly evolving, in the U.S., E.U., and internationally, and includes regulation targeted specifically at AI technology, including the EU AI Act, portions of which have already come into force with more to follow this year and in future years, as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI. Global divergence in AI regulations and evolving standards could create conflicting requirements across jurisdictions, increase compliance costs, and heighten enforcement risk. These evolving laws and regulations could require changes in our implementation of AI technology, increase our compliance costs and the risk of non-compliance, and restrict or impede our ability to develop, adopt and deploy AI technologies efficiently and effectively. If not appropriately governed, managed and controlled, AI models, particularly generative AI models, may produce output or take action that is incorrect or outdated, that result in the release of personal, confidential or proprietary information, that reflect biases included in the data on which they are trained or introduced during the training or fine tuning process, that infringe on the intellectual property rights of others, or that is otherwise harmful. The complexity and limited transparency of many AI models make it challenging to understand why they generate particular outputs, increasing governance and monitoring risks. Use of third-party AI models may introduce additional risk, as we may have limited visibility into their training data, validation processes, and controls to prevent unauthorized or harmful content. This results in potential risks arising from the inclusion of any unauthorized material in the training data for their models, and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which we may have limited visibility. Further, AI tools, whether embedded in third party systems or in tools that we develop, that are used to support regulated activities such as investment decision making and client reporting present unique risks, including errors in algorithms or assumptions, data quality issues, and potential bias, that could adversely affect investment performance and increase business and compliance risks. Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation and the public perception of our business or the effectiveness of our security measures. In addition to our use of AI technologies, we are exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks. Generative AI may be exploited to create sophisticated phishing schemes, ransomware attacks, or other cyber threats, which could result in financial losses, liquidity outflows, or systemic market disruptions. If our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.

Risks Related to Accounting, Capital Management and Liquidity

The carrying value of goodwill and other intangible assets on our balance sheet has become impaired in the past and could become impaired in the future, which would adversely affect our results of operations.

We have goodwill and indefinite-lived intangible assets on our balance sheet that are subject to annual impairment reviews. We also have definite-lived intangible assets on our balance sheet that are subject to impairment testing. Goodwill and intangible assets totaled $8,477.1 million and $3,927.3 million, respectively, at December 31, 2025. We recorded a non-cash impairment of $1,794.9 million related to our indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds during the year ended December 31, 2025, and we may not realize the full value of our remaining goodwill and indefinite-lived intangible assets. We perform impairment reviews of these assets on an annual basis, or more frequently if impairment indicators are present. A variety of factors can result in impairment. Should the fair value be less than the carrying amount of either the goodwill or intangible assets, a write-down of the related assets would occur, adversely affecting our net income for the period. See Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Goodwill” and “- Intangibles,” for additional details of our impairment analysis process.

Our Credit Agreements impose operating covenants that impact our ability to conduct certain activities and, if amounts borrowed under our Credit Agreements were subject to accelerated repayment, we might not have sufficient assets or liquidity to repay such amounts in full.

Our Credit Agreements require us to maintain specified financial ratios, including maximum debt-to-earnings and minimum interest coverage ratios. The Credit Agreements also contain customary affirmative operating covenants and negative covenants that, among other things, limit certain of our subsidiaries' ability to incur debt and restrict our ability to transfer assets, merge, make loans and other investments and create liens. The breach of any covenant could result in a default under the applicable Credit agreement. Compliance with these covenants may be affected by factors outside our control, including market volatility, declines in AUM or revenues, increased regulatory or operational costs, and adverse macroeconomic conditions. In the event of any such default, lenders that are party to the Revolving Credit Agreement could refuse to make further extensions of credit to us and require all amounts borrowed under the Credit Agreements, together with accrued interest and other fees, to be

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immediately due and payable. If any indebtedness under the Credit Agreements were subject to accelerated repayment, and if we had at that time a significant amount of outstanding debt under the Credit Agreements, we might not have sufficient liquid assets to repay such indebtedness in full.

We issued perpetual preferred stock having a value of approximately $4 billion, of which approximately $2.5 billion remains outstanding, which could adversely affect our ability to raise additional capital and may limit our ability to fund other priorities.

We issued approximately $4 billion of 5.9% fixed rate perpetual preferred stock in connection with the acquisition of OppenheimerFunds Inc., and we repurchased $1.5 billion of such preferred stock in 2025, leaving approximately $2.5 billion remaining outstanding. This issuance may limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes, may restrict our ability to pay dividends to holders of common shares in certain circumstances, may increase our vulnerability to general economic and industry conditions, and will require a significant portion of cash flow from operations to make required dividend payments to preferred shareholders.

Failure to maintain adequate corporate and contingent liquidity may cause our AUM, revenues and net income to decline, as well as harm our prospects for growth.

Our ability to meet anticipated cash needs depends upon a number of factors, including our creditworthiness and ability to generate operating cash flows. Failure to maintain adequate liquidity could lead to unanticipated costs and force us to revise existing strategic and business initiatives. Liquidity needs may also arise from unexpected client redemptions, collateral requirements for derivatives or financing arrangements, or obligations related to seed capital and fund support. Our access to equity and debt markets on reasonable terms may be limited by adverse market conditions, including tax and interest rates, a reduction in our long- or short-term credit ratings, or changes in government regulations. Inadequate liquidity could force us to sell assets at unfavorable prices or limit our ability to invest in growth initiatives. Failure to obtain funds and/or financing, or any adverse change to the cost of obtaining such funds and/or financing, may cause our AUM, revenues and net income to decline, curtail our operations and limit or impede our prospects for growth.

Distribution of earnings of our subsidiaries may be subject to limitations, including regulatory net capital requirements.

Substantially all of our operations are conducted through our subsidiaries. As a result, our cash flow and ability to fund operations are dependent upon the earnings of our subsidiaries and the distribution of earnings, intercompany loans or other payments by our subsidiaries to us. Any payments to us by our subsidiaries could be subject to statutory, regulatory or contractual restrictions and are contingent upon our subsidiaries' earnings and business or regulatory considerations. Our financial condition or liquidity could be adversely affected if certain of our subsidiaries are unable to distribute funds to us.

All of our regulated European Union (EU) and U.K. subsidiaries are subject to capital requirements under applicable EU and U.K. requirements, and we maintain capital within this European sub-group to satisfy these regulations. We meet these requirements in part by holding cash and cash equivalents. This retained cash can be used for general business purposes in the European sub-group in the countries where it is located. Due to the capital restrictions, the ability to transfer cash between certain jurisdictions may be limited. In addition, transfers of cash between international jurisdictions may have adverse tax consequences. As of December 31, 2025, our minimum regulatory capital requirement was $309.9 million. Complying with our regulatory commitments may result in an increase in the capital requirements applicable to the European sub-group. Finally, as a result of regulatory requirements, certain of these subsidiaries may be required to limit their dividends to the company.

Risks Related to Strategic Transactions

We may engage in strategic transactions that could create risks.

We regularly review, and from time-to-time engage in strategic transactions, some of which may be material. Strategic transactions also pose the risk that any business we acquire may lose customers or employees or could underperform relative to expectations. We could also experience financial or other setbacks if potential or actual acquisitions or divestitures encounter unanticipated problems, including problems related to closing or integration. Transactions may also involve unexpected costs or delays in achieving anticipated synergies. Following the completion of a strategic acquisition, we may have to rely on the seller to provide administrative and other support, including financial reporting and internal controls, to the acquired business for a period of time. There can be no assurance that such sellers will do so in a manner that is acceptable to us.

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Risks Related to our Significant Shareholders

Future sales of shares of our common stock could adversely impact the trading price of our common stock.

If our significant shareholders sell substantial amounts of our common stock or express an intention to sell, or there is the perception that such sales may occur, such actions could have a significant impact on our common share trading price. In addition, if we sell substantial amounts of our common stock in the public market, or there is a perception that such sales may occur, the market price of our common stock could be negatively impacted.

MassMutual has the ability to significantly influence our business, and MassMutual’s interest in our business may be different from that of other shareholders.

MassMutual is entitled to designate an individual to serve on our board so long as it beneficially owns at least (i) 10% of our issued and outstanding shares of common stock; or (ii) 5% of our issued and outstanding shares of common stock and $2.0 billion in aggregate liquidation preference of our Series A preferred shares. Additionally, we are not permitted to take certain actions without the prior written approval of MassMutual, including making certain changes in our capital structure or our organizational documents, adopting a shareholder rights plan or effectuating certain business combination transactions. MassMutual’s level of ownership and influence may make some transactions (such as those involving mergers, material share issuances or changes in control) more difficult or impossible without the support of MassMutual, which in turn could adversely affect the market price of our shares of common stock or prevent our shareholders from realizing a premium over the market price for their shares of our common stock. The interests of MassMutual may conflict with the interests of other shareholders.

Further, MassMutual has made significant capital or seed investments in several of our products. If MassMutual decides not to provide additional capital or seed investments in the future or to withdraw material amounts of capital or seed investments in existing products, it could impact our ability to timely launch new products or impact existing products.

Risks Related to Regulatory and Legal Matters

We operate in an industry that is highly regulated in most countries, and any enforcement action or proceeding against us or significant changes in the laws or regulations governing our business or industry could damage our reputation or decrease our AUM, revenues, net income or liquidity.

Like other investment management companies, our activities are highly regulated in nearly every country in which we conduct business. The regulatory environment in which we operate frequently changes, and in recent years we have observed a significant increase in both regulatory changes and enforcement actions and proceedings brought by governmental agencies and self-regulatory authorities against financial services companies. Laws and regulations generally grant governmental agencies and industry self-regulatory authorities broad administrative discretion over our activities, including the power to require registrations or licenses, limit or restrict our business activities, conduct examinations, risk assessments, investigations and capital adequacy reviews and impose remedial programs to address perceived deficiencies. As a result of regulatory oversight, we could face requirements, actions or proceedings that negatively impact the way in which we conduct business, delay or deny approval for new products or service offerings, cause or contribute to reduced sales of or increased redemptions of our existing products or services, impair the investment performance of certain of our products or services, impact our product mix, increase our compliance costs and/or impose additional capital requirements. Our regulators likewise have the authority to commence enforcement actions or proceedings that could lead to penalties and sanctions up to and including the revocation of registrations or licenses necessary to operate certain businesses, the suspension or expulsion from a particular jurisdiction or market of any of our business organizations or their key personnel or the imposition of fines and censures on us or our employees. Further, regulators across borders can coordinate actions against us resulting in impacts on our business in multiple jurisdictions. Judgments or findings of wrongdoing or non-compliance with applicable laws or regulations by governmental authorities or industry self-regulatory authorities, or in private civil litigation against us, could affect our reputation, increase our costs of doing business and/or negatively impact our revenues. Any of the effects discussed above could have a material negative impact on our AUM, revenues, net income or liquidity.

Current and anticipated regulatory developments include requirements related to AI, cybersecurity, and digital operational resilience, as well as evolving ESG disclosure standards and cross-border data transfer restrictions. Global divergence in these regulations could create conflicting obligations and increase compliance complexity. These changes may require significant investment of management time and resources, impact product design and distribution, and materially increase compliance costs or capital requirements. Failure to comply with these evolving requirements could result in enforcement actions, reputational harm, and restrictions on our ability to operate in certain jurisdictions.

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A substantial portion of the products and services we offer in the U.S. are regulated by the SEC, Financial Industry Regulatory Authority, Commodity Futures Trading Commission, National Futures Association, Department of Labor and Texas Department of Banking, in the U.K. are regulated by the Financial Conduct Authority and in Hong Kong, China, and Japan are regulated by the Securities and Futures Commission of Hong Kong, the China Securities Regulatory Commission, and the Financial Services Agency, respectively. Subsidiaries operating in the EU and the products and services they provide are mainly regulated by the Commission de Surveillance du Secteur Financier in Luxembourg and Central Bank of Ireland, and by the European Securities and Markets Authority. Such subsidiaries are also subject to various EU Directives, which generally are implemented by member state national legislation and by EU Regulations. Our operations elsewhere in the world are regulated by similar agencies and authorities.

Regulators in the U.S., U.K., EU and Asia, have promulgated or are considering whether to promulgate various new or revised regulatory measures pertaining to financial services, including investment management.

Regulatory developments and changes specific to our business will or may include, without limitation:

•Regulations that place restrictions on certain outbound investments from the United States or by U.S. persons to companies operating in certain countries and/or industries perceived to be adverse to national security interests of the United States, such as the U.S. Department of Treasury’s Outbound Investment Security Program Rule that became effective in 2025, may impede our ability to provide certain products and/or make certain investments and add complexity to our compliance program with heightened regulatory requirements.

•Regulations pertaining to privacy and the use, protection, transfer and management of personal data with respect to clients, employees and business partners. Privacy laws, such as the European and U.K. General Data Protection Regulation, U.S. state privacy laws and financial sector regulations, India’s Digital Personal Data Protection Act, China’s Personal Information Protection Law and Bermuda's Personal Information Protection Act, have strengthened privacy requirements for organizations handling personal data, granted individuals more rights and control over the use of their personal data and greatly increased penalties for non-compliance. In addition, rules and legal requirements for international transfers of personal data from Europe and Asia create additional complexity and risk, particularly regarding integrated global cloud-based systems and business services employed by us. An emerging risk is the use of personal data in AI systems, including privacy regulations related to automated decision making based on personal data.

•Regulations aimed at addressing concerns associated with open-end funds making investments in less liquid asset classes. Financial regulators in the U.S., U.K. and EU have periodically expressed concern that the daily redeemability features of these funds may create a “liquidity mismatch” with the assets in which they invest, and that this mismatch can give rise to investor dilution and systemic risk, especially in times of financial market stress. In the EU, recent amendments to the Undertakings for the Collective Investment in Transferable Securities (UCITS) and Alternative Investment Fund Managers directive frameworks introduce new rules regarding the use of certain liquidity management tools by UCITS funds and AIFs. Regulations intended to address such perceived liquidity risk could impede our ability to provide certain types of investment strategies in open-end funds or impair the investment performance of certain of our existing open-end fund products.

•Regulations pertaining to the integration of ESG in asset management. These regulations have materially impacted the asset management industry in the EU and U.K in recent years. In particular, these regulations have required the integration of sustainability risks within investment management processes and imposed enhanced disclosure requirements on the ESG characteristics of EU and U.K. investment products. In the EU, proposed changes to the Sustainable Finance Disclosure Regulation were released in 2025 and will lead to significant changes to funds’ ESG features and categorizations. The EU Corporate Sustainability Reporting Directive sets out new ESG disclosure requirements for EU domiciled companies and non-EU groups having substantial activities in the EU (like we do) based on new European standards. Certain U.S. states are pursuing similar initiatives, albeit with varying requirements. Further, the SEC in the recent past has increased its enforcement activity relating to ESG disclosures and practices of asset managers and may do so again. Equally, several Asian jurisdictions are introducing climate-related risk and reporting requirements as well as ESG product disclosure standards. Varying or inconsistent ESG-related regulations across multiple jurisdictions in which we operate can adversely impact the types of investment products and services that we can provide, increase our compliance costs and increase the risk that we could be subject to enforcement actions or proceedings for ESG-related compliance failures.

•More rigorous laws and regulations applicable to asset managers with respect to anti-money laundering and the financing of terrorism (AML/CFT), which may increase our compliance costs and regulatory enforcement risk. For example, recent amendments to regulations under the U.S. Bank Secrecy Act will require our subsidiaries that are U.S. registered investment advisers to implement reasonably designed AML/CFT programs, file suspicious activity reports with the Financial Crimes Enforcement Network, maintain certain associated records and fulfill certain other obligations, similar to requirements imposed on banks and broker-dealers in the U.S.

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•Regulations promulgated from time-to-time to mitigate cybersecurity and information, technology and communication (ICT) risks, including regulations that could require asset managers and certain types of investment funds to adopt and implement procedures that are reasonably designed to address cybersecurity and ICT risks and to promptly report significant cybersecurity and ICT-related incidents to relevant regulators or even publicly. New cybersecurity and ICT-related requirements may raise our compliance costs, while compelled disclosure of cybersecurity or ICT-related incidents could cause us reputational harm.

•The application of antitrust, change in bank control and similar competition laws and regulations to the asset management industry, including proposed amendments to these laws and regulations that could require large asset managers like us to, in certain circumstances, make acquisition notification filings or requests for approval with the U.S. Federal Trade Commission, Department of Justice and/or U.S. banking regulators before we acquire securities for the accounts of our clients, and the potential for antitrust regulators to promulgate regulations limiting common ownership of competitive companies by a single fund or by affiliated funds in a single fund complex. Developments in these laws and regulations and their application to our business could impede our ability to provide certain products or limit the AUM of certain investment strategies that we provide.

We cannot predict the full impact of legal and regulatory changes, changes in the interpretation of existing laws and regulations or possible enforcement actions or proceedings on our business. Such matters have imposed, and are likely to continue to impose, new compliance costs and/or capital requirements or impact us in other ways that could have a material adverse impact on our AUM, revenues, net income or liquidity. Moreover, certain legal or regulatory changes could require us to modify our strategies, businesses, product portfolios or operations, and we may incur other new costs or impacts, including the investment of significant management time and resources, to satisfy new regulatory requirements or to compete in a changed regulatory environment. In recent years, certain regulatory developments have also added to downward pressures on our fee levels.

Civil litigation and governmental investigations and enforcement actions or proceedings against us could adversely affect our AUM and future net income and increase our costs of doing business.

We and certain of our subsidiaries have in recent years been subject to various legal proceedings, including civil litigation and governmental investigations and enforcement actions and proceedings. These proceedings can arise from normal business operations and/or matters that have been the subject of previous regulatory examinations. As a global company with investment products registered and/or regulated in numerous countries and subject to the jurisdiction of one or more regulators in each country, at any given time our business operations may be subject to review, investigation or disciplinary action. For example, governmental agencies and authorities regularly make inquiries, conduct investigations and administer examinations with respect to the company's compliance with applicable laws and regulations. Lawsuits or regulatory enforcement actions arising out of these inquiries may in the future be filed against the company, its subsidiaries and/or its employees. Judgments in civil litigation or findings of wrongdoing by these agencies or authorities against us could affect our reputation, result in damages, fines, penalties or sanctions for which we would be responsible and/or increase our costs of doing business, any of which could have a material negative impact on our AUM, revenues, net income or liquidity.

Legislative and other measures that may be taken by governmental authorities could materially increase our tax burden or otherwise adversely affect our net income or liquidity.

The international tax environment continues to change as a result of both coordinated actions by governments and unilateral measures designed by individual countries, both intended to address concerns over tax base erosion, profit shifting, and perceived international tax avoidance. A growing number of jurisdictions have enacted, or have announced that they will enact, legislation to implement aspects of the Organization for Economic Cooperation and Development’s (OECD) global anti-base erosion rules intended to ensure that multinational companies pay a 15% minimum level of tax on a jurisdictional basis. In most jurisdictions, the new minimum tax rules were effective in 2024 with certain aspects of the rules becoming effective in 2025. In addition, in response to the OECD’s minimum tax proposal, Bermuda has enacted a corporate tax regime with a tax rate of 15%, effective January 1, 2025. As a result of these developments, our tax liabilities could increase.

We continually assess the impact of various U.S. federal, state and foreign legislative proposals and modifications to existing tax treaties, which could result in a material increase in our tax liability. We cannot predict the outcome of any specific legislative proposals. However, if unfavorable legislation were to be enacted, or if modifications were to be made to certain existing tax treaties, the consequences could have a materially adverse impact on the company, including increasing our tax burden, increasing the cost of our tax compliance or otherwise adversely affecting our future net income and liquidity.

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In addition, changes in individual and corporate income tax rates, including the capital gains and dividend tax rates, could cause investors to view certain investment products we manage less favorably and reduce investor demand for the products and services we offer, which could have an adverse effect on our AUM, revenues and net income.

Examinations and audits by tax authorities could result in additional tax payments for prior periods.

The company and its subsidiaries are subject to income and non-income based taxes in numerous jurisdictions as well as current and potentially future tax audits. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions. Tax authorities may disagree with certain positions we have taken and assess additional taxes (and, in certain cases, interest, fines or penalties). We accrue tax liabilities for certain tax issues based on our estimate of whether, and the extent to which, additional taxes may be due. We adjust these liabilities periodically due to changes in interpretations of tax laws, status of tax authority examinations and new regulatory or judicial guidance that could impact the relative merits and risks of tax positions. Due to the complexity of these tax issues, the ultimate resolution may result in a payment of tax that is materially different from the liability that has been accrued or an increase in the cost of our tax compliance, which could have an adverse effect on our net income and liquidity.

Bermuda law differs from the laws in effect in the U.S. and may afford less protection to shareholders.

Our shareholders may have more difficulty protecting their interests than shareholders of a company incorporated in a jurisdiction of the U.S. As a Bermuda company, we are governed by the Companies Act 1981 of Bermuda (the Companies Act). The Companies Act differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including provisions relating to interested directors, mergers, amalgamations and acquisitions, takeovers, shareholder lawsuits and indemnification of directors.

Under Bermuda law, the duties of directors and officers of a company are generally owed to the company only. Shareholders of Bermuda companies do not generally have rights to take action against directors or officers of the company, and may do so only in limited circumstances described in the following paragraph. However, directors and officers may owe duties to a company's creditors in cases of impending insolvency. Directors and officers of a Bermuda company must, in exercising their powers and performing their duties, act honestly and in good faith with a view to the best interests of the company and must exercise the care and skill that a reasonably prudent person would exercise in comparable circumstances. Directors have a duty not to put themselves in a position in which their duties to the company and their personal interests may conflict and also are under a duty to disclose any personal interest in any material contract or proposed material contract with the company or any of its subsidiaries. If a director or officer of a Bermuda company is found to have breached such director’s duties to that company, the director may be held personally liable to the company in respect of that breach of duty.

Class actions and derivative actions are generally not available to shareholders under the laws of Bermuda. However, Bermuda courts ordinarily would be expected to follow English case law precedent, which would permit a shareholder to commence an action in a company's name against the directors and officers to remedy a wrong done to the company where the act complained of is alleged to be beyond the company's corporate power or is illegal or would result in the violation of the company's memorandum of association or Bye-Laws. Furthermore, consideration would be given by the court to acts that are alleged to constitute a fraud against the minority shareholders or where an act requires the approval of a greater percentage of shareholders than actually approved it. Under our Bye-Laws, each of our shareholders agrees to waive any claim or right of action, both individually and on our behalf, other than those involving fraud or dishonesty, against the company or any of our officers, directors or employees. The waiver applies to any action taken by a director, officer or employee, or the failure of such person to take any action, in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the director, officer or employee. This waiver limits the right of shareholders to assert claims against our directors, officers and employees unless the act or failure to act involves fraud or dishonesty.

Our Bye-Laws also provide for indemnification of our directors and officers in respect of any loss arising or liability attaching to them in respect of any negligence, default, breach of duty or breach of trust of which a director or officer may be guilty in relation to the company other than in respect of his or her own fraud or dishonesty, which is the maximum extent of indemnification permitted under the Companies Act.

Because we are incorporated in Bermuda, it may be difficult for shareholders to enforce non-monetary judgments against us or any judgment against us or our directors and officers. Shareholders may have to seek independent advice regarding the commencement of proceedings or service of foreign process in Bermuda.

The company is organized under the laws of Bermuda. In addition, certain of our officers and directors reside in countries outside the U.S. A substantial portion of the company's assets and the assets of these officers and directors are or may be

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located outside the U.S. Investors may have difficulty effecting service of process within the U.S. on our directors and officers who reside outside the U.S., even though the company has appointed an agent in the U.S. to receive service of process.

Further, it may not be possible in Bermuda or in countries other than the U.S. where the company has assets, to enforce court judgments obtained in the U.S. against the company based on the civil liability provisions of U.S. federal or state securities laws. We have been advised by our legal advisors in Bermuda that the U.S. and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Some remedies available under the laws of the U.S. or the states therein, including some remedies available under the U.S. federal securities laws, may not be allowed in Bermuda courts because they may be found to be contrary to Bermuda public policy. Therefore, a final judgment for the payment of money rendered by any federal or state court in the U.S. based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Bermuda. Similarly, those judgments may not be enforceable in countries other than the U.S.

We have anti-takeover provisions in our Bye-Laws that may discourage a change of control.

Our Bye-Laws contain provisions that could make it more difficult for a third-party to acquire us or to obtain majority representation on our Board of Directors (Board) without the consent of our Board. As a result, shareholders may be limited in their ability to obtain a premium for their shares under such circumstances.

Specifically, our Bye-Laws contain the following provisions that may impede or delay a third-party to acquire or obtain majority representation on our Board:

•we are prohibited from engaging, under certain circumstances, in a business combination (as defined in our Bye-Laws) with any interested shareholder (as defined in our Bye-Laws) for three years following the date that the shareholder became an interested shareholder;

•our Board, without further shareholder action, is permitted by our Bye-Laws to issue preference shares, in one or more series, and determine by resolution any designations, preferences, qualifications, privileges, limitations, restrictions or special or relative rights of an additional series. The rights of preferred shareholders may supersede the rights of common shareholders;

•shareholders may only remove directors for “cause” (defined in our Bye-Laws to mean willful misconduct or gross negligence which is materially injurious to the company, fraud or embezzlement, or a conviction of, or a plea of “guilty” or “no contest” to, a felony);

•our Board is authorized to expand its size and fill vacancies; and

•shareholders cannot act by written consent unless the consent is unanimous.

General Risk Factors

Our ability to maintain our credit ratings and to access the capital markets in a timely manner should we seek to do so depends on a number of factors.

Our access to the capital markets depends significantly on our credit ratings. We anticipate that the rating agencies will continue to review our ratings regularly based on our results of operations and developments in our business. We believe that, in addition to factors specific to our company, rating agency concerns include the fact that our revenues are exposed to financial market volatility and the potential impact from regulatory changes to the industry. Additionally, the rating agencies could decide to downgrade the entire investment management industry based on their perspective of future growth and solvency. As further described below, any material deterioration of these factors, and others defined by each rating agency, could result in downgrades to our credit ratings, thereby limiting our ability to access additional financing, increasing the cost of such financing and/or limiting our ability to maintain investment management mandates, particularly in the institutional channel.

Our Credit Agreements borrowing rates are tied to our credit ratings. A reduction in our long-term credit ratings could increase our borrowing costs, could limit our access to the capital markets and may result in outflows, thereby reducing AUM, revenues and net income. Volatility in global financing markets may also affect our ability to access the capital markets should we seek to do so. If we are unable to access capital markets in a timely manner, our business could be adversely affected.

Insurance may not be available at a reasonable cost to protect us from loss or liability.

We face inherent risks of loss or liability arising from client claims, third-party actions, regulatory proceedings, and operational failures, including cyber incidents. To mitigate these risks, we purchase insurance in amounts and at deductible levels we consider appropriate, where coverage is available at reasonable cost. However, there is no assurance that a claim will be covered, that coverage limits will be sufficient, that insurers will fulfill their obligations, or that coverage will remain available on cost-effective terms. Insurance costs are influenced by market conditions, claims experience, and our risk profile,

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and may rise sharply over short periods. In some cases, coverage may be unavailable or only obtainable at prohibitive cost. Renewals may also result in higher premiums, increased deductibles, or greater co-insurance obligations, which could adversely affect our liquidity and financial condition.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cyber threats are considered one of the most significant risks facing financial institutions. To mitigate that risk, we have a designated Global Chief Security Officer (GCSO) who leads our Global Security Department, which is responsible for identifying, assessing, and managing cybersecurity threats. Our GCSO has experience in the public and private sectors, specializing in security, investigations, and incident response. The Global Security Department oversees, among others, the following groups across Invesco: Information Security, Strategic Intelligence, Corporate Security, Enterprise Resilience, Business Continuity, Crisis Management, Global Privacy Office, Business Security, and Projects & Strategy. This structure supports a more comprehensive, holistic approach to keeping our clients, employees, and critical assets safe, upholding privacy rights, and enabling a secure and resilient business.

The information security program for the company is led by our Chief Information Security Officer (CISO) who reports directly to the GCSO and has extensive experience in information security and risk management. Our information security program is designed to oversee all aspects of information security risk and seeks to ensure the confidentiality, integrity, and availability of information assets, including the implementation of controls aligned with industry guidelines and applicable statutes and regulations to identify threats, detect attacks and protect our information assets.

Our cybersecurity programs include the following:

•Proactive assessments of technical infrastructure and security resilience are performed on a regular basis, which include penetration testing, offensive testing and maturity assessments.

•Conducting due diligence on third-party service providers regarding cybersecurity risks prior to on-boarding, periodic assessment of cybersecurity risks for existing third-party service providers and continuous monitoring for new third-party cybersecurity incidents.

•An incident response program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event of a cybersecurity incident at Invesco or a third-party.

•Mandatory annual employee security awareness training, which focuses on cyber threats and security in general.

•Regular cyber phishing tests throughout the year to measure and raise employee awareness of cyber phishing threats.

Important to these programs is our investment in threat intelligence, our active engagement in industry and government security-related forums, and our utilization of external experts to challenge our program maturity, assess our controls and routinely test our capabilities.

The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. The members of this Committee include the Chief Information and Operations Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, as well as other Global Operational Risk Owners which includes the GCSO. The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight.

As of December 31, 2025, we have not experienced any cyber incidents that have materially affected or are reasonably likely to materially affect Invesco’s business strategy, results of operations or financial condition.

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Item 2. Properties

Our registered office is located in Hamilton, Bermuda, and our corporate headquarters is in leased office space at 1331 Spring Street NW, Suite 2500, Atlanta, Georgia, 30309, U.S.A. Our principal regional centers are maintained in leased facilities, except as noted below, in the following locations:

•Americas: 11 Greenway Plaza, Houston, Texas 77046; 225 Liberty St, New York City, New York 10281

•EMEA: Perpetual Park, Henley-on-Thames, Oxfordshire, RG9 1HH, United Kingdom (owned facilities)

•APAC: 1 Connaught Place, Central, Hong Kong

We maintain a global enterprise center in Hyderabad, India in leased facilities at DivyaSree Orion in the Ranga Reddy District. We lease office space in over 20 countries.

Item 3. Legal Proceedings

See Part II, Item 8, Financial Statements and Supplementary Data, Note 17, "Commitments and Contingencies" for information regarding legal proceedings.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common shares are listed and traded on the NYSE under the symbol “IVZ.” At January 31, 2026, there were approximately 4,700 holders of record of our common shares.

The following graph illustrates the cumulative total shareholder return of our common shares over the five-year period beginning from the market close on the last trading day of 2020 through and including the last trading day in the fiscal year ended December 31, 2025 and compares it to the cumulative total return of the Standard & Poor's (S&P) 500 Index and to a group of peer investment management companies. This table is not intended to forecast future performance of our common shares.

Cumulative Shareholder Returns

Note: Asset Manager Index includes Alliance Bernstein, Bank of New York Mellon, BlackRock, Franklin Resources,

Invesco Ltd., Janus Henderson, Lazard, Northern Trust, State Street and T. Rowe Price.

Securities Authorized for Issuance under Equity Compensation Plans

The equity compensation plan information required in Item 201(d) of Regulation S-K is set forth in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025 and is incorporated by reference in this Report.

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Repurchases of Equity Securities

The following table shows common share repurchase activity during the three months ended December 31, 2025:


Month	Total Number of Common Shares Purchased (1)	Average Price Paid Per Common Share		Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Common Shares that May Yet Be Purchased Under the Plans or Programs (2) (millions)
October 1 - 31, 2025	389,050	$	23.40	366,728	$	248.7
November 1 - 30, 2025	316,301	$	23.54	315,213	$	241.2
December 1 - 31, 2025	352,704	$	26.17	343,305	$	232.2
	1,058,055			1,025,246

____________

(1) An aggregate of 32,809 common shares were surrendered to us by Invesco employees to satisfy tax withholding obligations in connection with the vesting of equity awards during the three months ended December 31, 2025.

(2) At December 31, 2025, a balance of $232.2 million remains available under the common share repurchase authorization approved by the Board on July 22, 2016.

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Item 6. [Reserved]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The discussion and analysis disclosed herein apply to material changes in the Consolidated Financial Statements for 2025 and 2024. For the comparison of 2024 and 2023, see the Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the company’s 2024 Annual Report on Form 10-K, filed with the SEC on February 25, 2025. The following discussion and analysis of the results of operations and financial condition of Invesco should be read in conjunction with the “Forward-looking Statements” disclosure set forth before Part I and the “Risk Factors” set forth in Item 1A of Part I of this Annual Report on Form 10‑K, each of which describe our risks, uncertainties and other important factors in more detail.

Executive Overview

The following executive overview summarizes the significant trends affecting our results of operations and financial condition for the periods presented. This overview and the remainder of this management's discussion and analysis and supplements should be read in conjunction with the Consolidated Financial Statements of Invesco Ltd. and the notes thereto contained elsewhere in this Annual Report on Form 10-K. The company’s financial results are impacted by the fluctuations in exchange rates against the U.S. Dollar, as discussed in the “Results of Operations” section as applicable.

The table below summarizes the year ended December 31 returns based on price appreciation/(depreciation) of several major market indices for 2025 and 2024:


	Year ended December 31,
Equity Indices - Domestic	2025	2024
S&P 500	16.4%	23.3%
S&P 500 Equal-Weight	9.3%	10.9%
S&P 500 Growth	21.4%	35.2%
S&P 500 Value	11.0%	9.8%
NASDAQ 100	20.2%	24.9%
Equity Indices - Global
FTSE 100 (local currency)	21.5%	5.7%
MSCI AC Asia Pacific	25.3%	7.2%
MSCI China (local currency)	28.3%	15.7%
MSCI Emerging Markets	30.6%	5.1%
MSCI Europe (local currency)	16.3%	5.8%
MSCI Japan (local currency)	21.8%	18.5%
Fixed Income Indices
Bloomberg US Aggregate Bond	7.3%	1.3%
Bloomberg Global Aggregate Bond (local currency)	4.4%	(1.7)%
Bloomberg China Aggregate Bond	5.1%	4.9%

We continued to make progress on strengthening our capital management, simplifying and focusing our organization, investing in our key capabilities, and accelerating growth to position the company for greater scale, performance and improved profitability.

We are delivering on our commitment to deleverage and maintain a strong balance sheet. We repaid in full the $500.0 million three-year Term Loan Agreement entered into in the second quarter of 2025 and ended the year with cash and cash equivalents of $1.0 billion. Additionally, on January 15, 2026, we redeemed the $500.0 million of senior notes that matured on January 15, 2026. We believe the progress we have made to build financial flexibility has Invesco well-positioned to navigate various market conditions and deliver long-term growth. We remain committed to returning capital to shareholders longer term through a combination of share repurchases and modestly increasing dividends. During the year, the company repurchased 5.4 million common shares for $100.4 million in the open market, and we expect to continue common share repurchases on a regular basis going forward. Additionally, we repurchased $1.5 billion of Invesco’s outstanding Series A Preferred Stock during the year. We also amended and restated the $2.0 billion floating rate Revolving Credit Agreement, increasing the borrowing capacity to $2.5 billion and extending the expiration date to May 16, 2030.

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In addition to our previously announced broader strategic product and distribution partnership with Barings (MassMutual's global asset management subsidiary), we also announced a new strategic partnership with LGT Capital Partners during the fourth quarter. These partnerships aim to develop a suite of multi-alternative private markets solutions focused on the U.S. wealth and retirement channels.

On December 20, 2025, Invesco QQQ Trust converted from a unit investment trust (UIT) to an open-end fund ETF. The modernized QQQ ETF provides investors with a more beneficial way to access the companies of the Nasdaq-100 Index, including a reduced expense ratio and enhanced operational flexibility. This change also deepens the company's ability to generate new revenues and drive profitability.

During the fourth quarter, we completed the sale of the intelliflo business as part of our efforts to sharpen our strategic focus. We also completed the sale of 60% of our interest in Invesco Asset Management (India) Private Limited to IndusInd

International Holdings Limited to enhance the revenue generation of the business by combining our asset management expertise with their domestic distribution network.

On January 13, 2026, we announced that we entered into an agreement to sell our Canadian fund management agreements to CI Global Asset Management and form a long-term strategic partnership under which we will continue to provide portfolio management services through a sub-advisory arrangement to approximately 66 of the 104 Canadian mutual funds and ETFs with approximately $9 billion of AUM.

Presentation of Management's Discussion and Analysis of Financial Condition and Results of Operations - Impact of Consolidated Investment Products (CIP)

The company provides investment management services to, and has transactions with, investment products sponsored by the company in the normal course of business. The company's investment adviser subsidiaries serve as investment managers to these products, making day-to-day investment decisions concerning the assets of the products. The company is required to consolidate certain of these managed funds from time-to-time, as discussed more fully in Part II, Item 8, Financial Statements and Supplementary Data, Note 1, "Accounting Policies -- Basis of Accounting and Consolidation." Investment products that are consolidated are referred to in this Report as CIP. The company's economic risk with respect to each investment in CIP is limited to its equity ownership, unfunded equity commitments and any uncollected management and performance fees.

The majority of the company's CIP balances are CLO-related. The collateral assets of the CLOs are held solely to satisfy the obligations of the CLOs. The company has no right to the benefits from, nor does it bear the risks associated with, the collateral assets held by the CLOs beyond the company's direct investments in, and management and performance fees generated from, the CLOs. If the company were to liquidate, the collateral assets would not be available to the general creditors of the company, and as a result, the company does not consider these assets to be company assets. Likewise, the investors in the CLOs have no recourse to the general credit of the company for the notes issued by the CLOs. The company therefore does not consider this debt to be a company liability.

Due to the significant impact that CIP has on the presentation of the company’s Consolidated Financial Statements, the company has elected to deconsolidate these products in its non-GAAP disclosures (among other adjustments). See "Schedule of Non-GAAP Information" for additional information regarding these adjustments. The following discussion therefore combines the results presented under U.S. Generally Accepted Accounting Principles (U.S. GAAP) with the company’s non-GAAP presentation.

To assess the impact of CIP on the company's Results of Operations and Balance Sheet Discussion, refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 18, "Consolidated Investment Products."

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Summary Operating Information

Wherever a non-GAAP measure is referenced, a disclosure will follow in the narrative or in the note referring the reader to the Schedule of Non-GAAP Information, where additional details regarding the use of the non-GAAP measure by the company are disclosed, along with reconciliations of the most directly comparable U.S. GAAP measures to the non-GAAP measures. To enhance the readability of the Results of Operations section, separate tables for each of the revenue, expense and other income and expenses sections of the income statement introduce the narrative that follows, providing a section-by-section review of the company’s income statements for the periods presented.

Summary operating information for 2025, 2024 and 2023 is presented in the table below.


(in millions, other than per common share amounts, operating margins and AUM)	Year ended December 31,
U.S. GAAP Financial Measures Summary	2025			2024			2023
Operating revenues	$	6,377.1		$	6,067.0		$	5,716.4
Operating income/(loss)	$	(695.7)		$	832.1		$	(434.8)
Operating margin	(10.9)		%	13.7		%	(7.6)		%
Net income/(loss) attributable to Invesco Ltd.	$	(726.3)		$	538.0		$	(333.7)
Diluted earnings per share (EPS)	$	(1.60)		$	1.18		$	(0.73)

Non-GAAP Financial Measures Summary(1)
Net revenues	$	4,658.5		$	4,400.5		$	4,310.7
Adjusted operating income	$	1,557.8		$	1,370.7		$	1,213.5
Adjusted operating margin	33.4		%	31.1		%	28.2		%
Adjusted net income attributable to Invesco Ltd.	$	922.0		$	781.7		$	689.7
Adjusted diluted earnings per share (EPS)	$	2.03		$	1.71		$	1.51

Assets Under Management
Ending AUM (billions)	$	2,169.9		$	1,846.0		$	1,585.3
Average AUM (billions)	$	2,000.1		$	1,712.2		$	1,500.6

_________

(1)Net revenues, Adjusted operating income (and by calculation, Adjusted operating margin), and Adjusted net income (and by calculation, Adjusted diluted EPS) are non-GAAP financial measures, based on methodologies other than U.S. GAAP. See “Schedule of Non-GAAP Information” for a reconciliation of the most directly comparable U.S. GAAP measures to the non-GAAP measures.

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Investment Capabilities Performance Overview

Among Invesco's strategic objectives is a commitment to deliver the excellence our clients expect, which includes strong investment performance over the long-term for our clients. The table below presents investment performance of our actively managed investment products measured by the percentage of our AUM in the first and second quartile compared to our peers and above benchmark for the investment capabilities for which peer and benchmark data are available.(1)


	1st Quartile						2nd Quartile						Above Benchmark
	1yr		3yr		5yr		1yr		3yr		5yr		1yr		3yr		5yr
Overall	38	%	44	%	48	%	27	%	26	%	19	%	61	%	63	%	70	%

Fundamental Equities	19	%	31	%	40	%	34	%	28	%	10	%	39	%	35	%	52	%
Fundamental Fixed Income	15	%	22	%	23	%	38	%	44	%	42	%	45	%	59	%	64	%
Multi-Asset	44	%	55	%	46	%	19	%	6	%	6	%	76	%	77	%	71	%

____________

(1) Excludes passive products, closed-end funds, private equity limited partnerships, non-discretionary funds, UITs, fund of funds with component funds managed by Invesco, stable value building block funds and collateralized debt obligations. Certain funds and products were excluded from the analysis because of limited benchmark or peer group data. Had these been available, results may have been different. These results are preliminary and subject to revision.

AUM measured in the one, three and five year quartile rankings represents 35%, 34% and 33% of total Invesco AUM, respectively, and AUM measured versus benchmark on a one, three and five year basis represents 44%, 43%, and 42% of total Invesco AUM as of 12/31/2025. Peer group rankings are sourced from a widely-used third-party ranking agency in each fund’s market (Morningstar, IA, Lipper, eVestment, Mercer, Galaxy, SITCA, Value Research) and asset-weighted in USD. Rankings are as of prior quarter-end for most institutional products and prior month-end for Australian retail funds due to their late release by third parties. Rankings are calculated against all funds in each peer group. Rankings for the primary share class of the most representative fund in each composite are applied to all products within each composite. Performance assumes the reinvestment of dividends. Past performance is not indicative of future results and may not reflect an investor’s experience.

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Assets Under Management

Movements in global capital market levels, net inflows (or outflows), and changes in the mix of investment products between and within asset classes and geographies may materially affect our revenues from period to period.

The AUM tables and the discussion below refer to certain AUM as long-term. Long-term inflows and the underlying reasons for the movements in this line item include investments from new clients, existing clients adding new accounts/funds or contributions/subscriptions into existing accounts/funds. Long-term outflows reflect client redemptions from accounts/funds and include the return of invested capital upon maturity. We present net flows into money market funds separately because shareholders of those funds typically use them as short-term funding vehicles and the flows are particularly sensitive to short-term interest rate movements.

Changes in AUM were as follows:


	2025		2024		2023
(in billions)	Total AUM		Total AUM		Total AUM
Beginning Assets (January 1)	$	1,846.0	$	1,585.3	$	1,409.2
Long-term inflows	515.0		419.0		299.1
Long-term outflows	(433.8)		(353.9)		(288.9)
Net long-term flows (1)	81.2		65.1		10.2
Net flows in non-management fee earning AUM (1)	22.1		29.8		6.2
Net flows in money market funds	1.1		23.4		(11.1)
Total net flows	104.4		118.3		5.3
Reinvested distributions	24.5		16.0		11.5
Market gains and losses	193.9		142.7		161.1

Dispositions	(15.9)		—		(1.4)
Foreign currency translation	17.0		(16.3)		(0.4)
Ending Assets (December 31)	$	2,169.9	$	1,846.0	$	1,585.3
Average AUM
Average long-term AUM	$	1,428.6	$	1,233.0	$	1,091.3
Average AUM	$	2,000.1	$	1,712.2	$	1,500.6
Average QQQ AUM	$	351.8	$	275.8	$	187.5



	2025	2024	2023
Revenue yield (bps)
U.S. GAAP gross revenue yield (2)	33.7	37.4	40.4
Net revenue yield ex performance fees (3)	23.0	25.4	28.4

____________

(1) Non-management fee earning flows include Invesco QQQ Trust’s flows prior to its restructuring from an UIT to an open-end fund ETF on December 20, 2025. Net long-term flows include Invesco QQQ Trust’s flows beginning on December 20, 2025.

(2) U.S. GAAP gross revenue yield on AUM is equal to U.S. GAAP annualized total operating revenues divided by average AUM, excluding IGW AUM. The average AUM for IGW was $109.0 billion in 2025 (2024: $88.6 billion, 2023: $87.2 billion). It is appropriate to exclude the average AUM of IGW as the revenues resulting from these AUM are not presented in our U.S. GAAP operating revenues. The U.S. GAAP gross revenue yield is not a good measure because the numerator excludes the management fees earned from CIP, although the denominator of the measure includes the AUM of these investment products. Net revenue yield metrics include the Net revenues and average AUM of IGW and CIP. See “Schedule of Non-GAAP Information” for a reconciliation of operating revenues to net revenues.

(3) Performance fees are earned when defined performance metrics are achieved. Therefore, net revenue yield is calculated excluding performance fees. Net revenue yield includes net revenues from Invesco QQQ Trust beginning on December 20, 2025.

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Flows

There are numerous drivers of AUM inflows and outflows, including individual investor decisions to change investment preferences, fiduciaries and other gatekeepers making broad asset allocation decisions on behalf of their clients, and reallocation of investments within portfolios. We are not a party to these asset allocation decisions, as the company does not generally have access to the underlying investors' decision-making process, including their risk appetite or liquidity needs. Therefore, the company is not in a position to provide meaningful information regarding the drivers of inflows and outflows.

Market Returns

Market gains and losses include the net change in AUM resulting from changes in market values of the underlying securities from period to period. The table in the “Executive Overview” section of this Management's Discussion and Analysis summarizes returns based on price appreciation/(depreciation) of several major market indices for the years ended December 31, 2025 and December 31, 2024.

Foreign Exchange Rates

During the year ended December 31, 2025, we experienced an increase in AUM of $17.0 billion due to changes in foreign exchange rates (December 31, 2024: AUM decreased $16.3 billion; December 31, 2023: AUM decreased $0.4 billion).

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Total AUM by Channel (1)


	2025						2024						2023
(in billions)	Total		Retail		Institutional		Total		Retail		Institutional		Total		Retail		Institutional
Beginning Assets (January 1)	$	1,846.0	$	1,265.6	$	580.4	$	1,585.3	$	1,042.0	$	543.3	$	1,409.2	$	872.3	$	536.9
Long-term inflows	515.0		359.0		156.0		419.0		319.6		99.4		299.1		219.9		79.2
Long-term outflows	(433.8)		(308.1)		(125.7)		(353.9)		(259.6)		(94.3)		(288.9)		(214.5)		(74.4)
Net long-term flows	81.2		50.9		30.3		65.1		60.0		5.1		10.2		5.4		4.8
Net flows in non-management fee earning AUM	22.1		22.7		(0.6)		29.8		28.7		1.1		6.2		5.9		0.3
Net flows in money market funds	1.1		4.2		(3.1)		23.4		1.5		21.9		(11.1)		1.4		(12.5)
Total net flows	104.4		77.8		26.6		118.3		90.2		28.1		5.3		12.7		(7.4)
Reinvested distributions	24.5		24.3		0.2		16.0		15.8		0.2		11.5		11.0		0.5
Market gains and losses	193.9		160.1		33.8		142.7		123.4		19.3		161.1		145.2		15.9
Transfers	—		(9.5)		9.5		—		—		—		—		—		—
Dispositions	(15.9)		(9.4)		(6.5)		—		—		—		(1.4)		—		(1.4)
Foreign currency translation	17.0		6.8		10.2		(16.3)		(5.8)		(10.5)		(0.4)		0.8		(1.2)
Ending Assets (December 31)	$	2,169.9	$	1,515.7	$	654.2	$	1,846.0	$	1,265.6	$	580.4	$	1,585.3	$	1,042.0	$	543.3

Total AUM by Client Domicile (2)


	2025								2024								2023
(in billions)	Total		Americas		APAC		EMEA		Total		Americas		APAC		EMEA		Total		Americas		APAC		EMEA
Beginning Assets (January 1)	$	1,846.0	$	1,315.5	$	270.2	$	260.3	$	1,585.3	$	1,133.9	$	235.5	$	215.9	$	1,409.2	$	999.4	$	223.5	$	186.3
Long-term inflows	515.0		241.9		178.0		95.1		419.0		212.5		121.0		85.5		299.1		154.0		77.1		68.0
Long-term outflows	(433.8)		(231.3)		(143.1)		(59.4)		(353.9)		(190.7)		(94.9)		(68.3)		(288.9)		(156.0)		(67.0)		(65.9)
Net long-term flows	81.2		10.6		34.9		35.7		65.1		21.8		26.1		17.2		10.2		(2.0)		10.1		2.1
Net flows in non-management fee earning AUM	22.1		25.4		1.4		(4.7)		29.8		23.8		0.1		5.9		6.2		7.2		(0.3)		(0.7)
Net flows in money market funds	1.1		(3.3)		3.7		0.7		23.4		24.0		—		(0.6)		(11.1)		(11.7)		1.3		(0.7)
Total net flows	104.4		32.7		40.0		31.7		118.3		69.6		26.2		22.5		5.3		(6.5)		11.1		0.7
Reinvested distributions	24.5		24.0		—		0.5		16.0		15.8		—		0.2		11.5		11.3		—		0.2
Market gains and losses	193.9		118.5		20.6		54.8		142.7		101.5		16.3		24.9		161.1		130.4		6.3		24.4
Transfer	—		—		—		—		—		(3.4)		3.6		(0.2)		—		—		—		—
Dispositions	(15.9)		—		(15.9)		—		—		—		—		—		(1.4)		(1.4)		—		—
Foreign currency translation	17.0		1.7		6.1		9.2		(16.3)		(1.9)		(11.4)		(3.0)		(0.4)		0.7		(5.4)		4.3
Ending Assets (December 31)	$	2,169.9	$	1,492.4	$	321.0	$	356.5	$	1,846.0	$	1,315.5	$	270.2	$	260.3	$	1,585.3	$	1,133.9	$	235.5	$	215.9

____________

See accompanying notes immediately following these AUM tables.

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Total AUM by Investment Capability (3)


	Twelve months ended December 31, 2025
(in billions)	Total		ETFs and Index (4)		Fundamental Fixed Income (5)		Fundamental Equities (6)		Private Markets (7)		China JV (8)		Multi-Asset/ Other (9)		Global Liquidity (10)		QQQ (11)
Beginning Assets (January 1)	$	1,846.0	$	484.9	$	279.1	$	276.7	$	129.6	$	93.2	$	72.2	$	191.4	$	318.9
Long-term inflows	515.0		197.6		89.6		50.5		28.4		124.0		19.9		—		5.0
Long-term outflows	(433.8)		(135.4)		(72.5)		(71.6)		(30.6)		(101.2)		(19.0)		—		(3.5)
Net long-term flows	81.2		62.2		17.1		(21.1)		(2.2)		22.8		0.9		—		1.5
Net flows in non-management fee earning AUM	22.1		—		—		—		—		—		0.3		—		21.8
Net flows in money market funds	1.1		—		—		—		—		3.2		0.3		(2.4)		—
Total net flows	104.4		62.2		17.1		(21.1)		(2.2)		26.0		1.5		(2.4)		23.3
Reinvested distributions	24.5		0.6		2.2		20.1		0.8		—		0.6		0.2		—
Market gains and losses	193.9		79.0		11.0		20.6		(0.1)		8.5		9.7		0.2		65.0

Dispositions	(15.9)		—		—		—		—		—		(15.9)		—		—
Foreign currency translation	17.0		3.5		2.1		2.1		2.6		4.8		1.6		0.3		—
Ending Assets (December 31)	$	2,169.9	$	630.2	$	311.5	$	298.4	$	130.7	$	132.5	$	69.7	$	189.7	$	407.2

Average AUM	$	2,000.1	$	553.6	$	299.0	$	284.0	$	131.3	$	108.7	$	75.6	$	196.1	$	351.8


	Twelve months ended December 31, 2024
(in billions)	Total		ETFs and Index (4)		Fundamental Fixed Income (5)		Fundamental Equities (6)		Private Markets (7)		China JV (8)		Multi-Asset/ Other (9)		Global Liquidity (10)		QQQ (11)
Beginning Assets (January 1)	$	1,585.3	$	363.0	$	270.7	$	274.2	$	130.8	$	83.5	$	66.2	$	166.9	$	230.0
Long-term inflows	419.0		193.0		68.5		38.3		25.1		75.3		18.8		—		—
Long-term outflows	(353.9)		(121.8)		(60.8)		(66.8)		(20.9)		(64.9)		(18.7)		—		—
Net long-term flows	65.1		71.2		7.7		(28.5)		4.2		10.4		0.1		—		—
Net flows in non-management fee earning AUM	29.8		—		—		—		—		—		0.7		—		29.1
Net flows in money market funds	23.4		—		—		—		—		(0.8)		0.6		23.6		—
Total net flows	118.3		71.2		7.7		(28.5)		4.2		9.6		1.4		23.6		29.1
Reinvested distributions	16.0		0.5		2.1		11.6		0.8		—		0.6		0.4		—
Market gains and losses	142.7		53.3		3.1		22.6		(4.6)		2.4		5.5		0.6		59.8


Foreign currency translation	(16.3)		(3.1)		(4.5)		(3.2)		(1.6)		(2.3)		(1.5)		(0.1)		—
Ending Assets (December 31)	$	1,846.0	$	484.9	$	279.1	$	276.7	$	129.6	$	93.2	$	72.2	$	191.4	$	318.9

Average AUM	$	1,712.2	$	424.7	$	274.9	$	280.4	$	129.6	$	87.5	$	71.4	$	167.9	$	275.8

___________

See accompanying notes immediately following these AUM tables.

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	Twelve months ended December 31, 2023
(in billions)	Total		ETFs and Index (4)		Fundamental Fixed Income (5)		Fundamental Equities (6)		Private Markets (7)		China JV (8)		Multi-Asset/ Other (9)		Global Liquidity (10)		QQQ (11)
Beginning Assets (January 1)	$	1,409.2	$	286.2	$	259.5	$	255.3	$	130.5	$	89.3	$	64.3	$	178.2	$	145.9
Long-term inflows	299.1		124.9		60.7		38.6		16.6		44.7		13.6		—		—
Long-term outflows	(288.9)		(91.2)		(59.7)		(59.6)		(15.5)		(46.2)		(16.7)		—		—
Net long-term flows	10.2		33.7		1.0		(21.0)		1.1		(1.5)		(3.1)		—		—
Net flows in non-management fee earning AUM	6.2		—		—		—		—		—		(0.3)		—		6.5
Net flows in money market funds	(11.1)		—		—		—		—		1.3		(0.1)		(12.3)		—
Total net flows	5.3		33.7		1.0		(21.0)		1.1		(0.2)		(3.5)		(12.3)		6.5
Reinvested distributions	11.5		0.3		1.9		7.8		0.8		—		0.4		0.3		—
Market gains and losses	161.1		42.3		9.5		30.9		(0.9)		(3.0)		4.2		0.5		77.6

Dispositions	(1.4)		—		—		—		(1.4)		—		—		—		—
Foreign currency translation	(0.4)		0.5		(1.2)		1.2		0.7		(2.6)		0.8		0.2		—
Ending Assets (December 31)	$	1,585.3	$	363.0	$	270.7	$	274.2	$	130.8	$	83.5	$	66.2	$	166.9	$	230.0

Average AUM	$	1,500.6	$	317.5	$	262.6	$	265.5	$	128.8	$	86.6	$	67.1	$	185.0	$	187.5

____________

See accompanying notes immediately following these AUM tables.

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Invesco Ltd.

Footnotes to the Assets Under Management Tables

(1) Channel refers to the internal distribution channel from which the AUM originated. Retail AUM represents AUM distributed by the company’s retail sales teams. Institutional AUM represents AUM distributed by our institutional sales teams. This aggregation is viewed as a proxy for presenting AUM in the retail and institutional markets in which the company operates.

(2) Client domicile groups AUM by the domicile of the underlying clients.

(3) Investment capabilities are descriptive groupings of AUM by investment strategy.

(4) ETFs and Index includes ETFs and Indexed Strategies and excludes Invesco QQQ Trust.

(5) Fundamental Fixed Income includes Fixed Income products, including certain ETFs managed within this capability.

(6) Fundamental Equities includes Equity products.

(7) Private Markets includes Private Credit and Real Estate investments comprised primarily of Real Estate, CLOs, Private Credit and listed real assets, including certain ETFs managed within this capability.

(8) China JV includes AUM managed by IGW. Comparative periods have been recast to align with the current period’s investment capability presentation.

(9) Multi-Asset/Other includes Global Asset Allocation, Invesco Quantitative Strategies, Global Targeted Returns, Solutions, UITs, including certain ETFs managed within this capability, and AUM managed by Invesco Asset Management (India) Private Limited until the October 31, 2025 sale. Comparative periods have been recast to align with the current period’s investment capability presentation.

(10) Global Liquidity is comprised mainly of Money Market funds.

(11) QQQ includes Invesco QQQ Trust.

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Results of Operations for the Year Ended December 31, 2025 compared to December 31, 2024

The discussion below includes the use of non-GAAP financial measures. See “Schedule of Non-GAAP Information” for additional details and reconciliations of the most directly comparable U.S. GAAP measures to the non-GAAP measures.

Operating Revenues and Net Revenues

The main categories of revenues, and the dollar and percentage change between the periods, are as follows:



	Years ended December 31,						2025 vs 2024				2024 vs 2023
(in millions)	2025		2024		2023		$ Change		% Change		$ Change		% Change
Investment management fees	$	4,615.3	$	4,342.3	$	4,106.0	$	273.0	6.3%		$	236.3	5.8	%
Service and distribution fees	1,518.1		1,479.7		1,374.6		38.4		2.6	%	105.1		7.6	%
Performance fees	41.5		46.4		46.7		(4.9)		(10.6)	%	(0.3)		(0.6)	%
Other	202.2		198.6		189.1		3.6		1.8	%	9.5		5.0	%
Total operating revenues	6,377.1		6,067.0		5,716.4		310.1		5.1	%	350.6		6.1	%

Revenue Adjustments:
Investment management fees	(909.3)		(816.6)		(766.4)		(92.7)		11.4	%	(50.2)		6.6	%
Service and distribution fees	(1,070.6)		(1,048.8)		(911.7)		(21.8)		2.1	%	(137.1)		15.0	%
Other	(147.2)		(160.2)		(147.1)		13.0		(8.1)	%	(13.1)		8.9	%
Total Revenue Adjustments (1)	(2,127.1)		(2,025.6)		(1,825.2)		(101.5)		5.0	%	(200.4)		11.0	%

Invesco Great Wall	364.0		318.1		368.3		45.9		14.4	%	(50.2)		(13.6)	%
CIP	44.5		41.0		51.2		3.5		8.5	%	(10.2)		(19.9)	%




Net revenues (2)	$	4,658.5	$	4,400.5	$	4,310.7	$	258.0	5.9	%	$	89.8	2.1	%

_________

(1) Total Revenue Adjustments remove pass through investment management fees, service and distribution fees, and other revenues and equal the same amount as the Third-party distribution, service and advisory expenses.

(2) See “Schedule of Non-GAAP Information” for additional important disclosures regarding the use of net revenues.

Our revenues are directly influenced by the level and composition of our AUM. Therefore, movements in global capital market levels, net inflows (or outflows), and changes in the mix of investment products between and within asset classes and geographies may materially affect our revenues from period to period. See the company’s disclosures regarding the changes in AUM during the year ended December 31, 2025 and December 31, 2024 in the “Assets Under Management” section above for additional information. In addition, as fee rates differ across geographic locations, changes to the mix of AUM between geographies and exchange rates have an impact on operating revenues and net revenue yields.

Average AUM was $2,000.1 billion for the year ended December 31, 2025 as compared to $1,712.2 billion for the year ended December 31, 2024. As secular shifts in client demand continue, our broad set of investment capabilities have allowed us to capture evolving client product preferences, including products that have lower net revenue yields. As a result, net revenue yield excluding performance fees declined to 23.0 basis points (bps) for the year ended December 31, 2025 from 25.4 bps for the year ended December 31, 2024.

Investment Management Fees

Investment management fees were $4,615.3 million for the year ended December 31, 2025 as compared to $4,342.3 million for the year ended December 31, 2024. The impact of foreign exchange rate movements increased Investment management fees by $35.9 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. After allowing for foreign exchange movements, Investment management fees increased by $237.1 million as a result of higher average AUM. See discussion above on how AUM changes impact our Investment management fees.

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Service and Distribution Fees

For the year ended December 31, 2025, Service and distribution fees were $1,518.1 million as compared to $1,479.7 million for the year ended December 31, 2024. After allowing for foreign exchange movements, Service and distribution fees increased by $31.9 million due to higher distribution fees of $61.4 million resulting from higher average AUM, partially offset by lower fund-related service fees.

Performance Fees

For the years ended December 31, 2025, Performance fees were $41.5 million as compared to $46.4 million for the year ended December 31, 2024. Performance fees for the years ended December 31, 2025 and 2024 were primarily generated from multi-asset/other, private markets and fundamental equities products.

Other Revenues

For the year ended December 31, 2025, Other revenues were $202.2 million as compared to $198.6 million for the year ended December 31, 2024.

Invesco Great Wall

The company’s most significant joint venture is our investment in IGW. The company reflects 100% of IGW's results in its Net revenues and Adjusted operating expenses because it is important to evaluate the contribution that IGW is making to the business. The company’s non-GAAP operating results reflect the economics of these holdings on a basis consistent with the underlying AUM and flows. Adjusted net income attributable to Invesco Ltd. is reduced by the amount of earnings attributable to the noncontrolling interests. See “Schedule of Non-GAAP Information” for additional disclosures regarding the use of Net revenues.

Net revenues from IGW were $364.0 million and average AUM was $109.0 billion for the year ended December 31, 2025 (Net revenues were $318.1 million and average AUM was $88.6 billion, for the year ended December 31, 2024). The increase in IGW revenues was primarily due to higher average AUM partially offset by the shift in AUM toward lower yield products.

CIP

Management believes that the consolidation of investment products may impact a reader's analysis of our underlying results of operations and could result in investor confusion or the production of information about the company by analysts or external credit rating agencies that is not reflective of the underlying results of operations and financial condition of the company. Accordingly, management believes that it is appropriate to adjust operating revenues for the impact of CIP in calculating Net revenues. As Investment management and Performance fees earned by Invesco from the CIP are eliminated upon consolidation of the CIP, management believes that it is appropriate to add these Operating revenues back in the calculation of Net revenues. See “Schedule of Non-GAAP Information” for additional disclosures regarding the use of Net revenues.

Investment management and Performance fees earned from CIP were $44.5 million in the year ended December 31, 2025, as compared to $41.0 million for the year ended December 31, 2024.

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Operating Expenses

The main categories of operating expenses, and the dollar and percentage changes between periods, are as follows:


	Years ended December 31,						2025 vs 2024				2024 vs 2023
(in millions)	2025		2024		2023		$ Change		% Change		$ Change		% Change
Third-party distribution, service and advisory	$	2,127.1	$	2,025.6	$	1,825.2	$	101.5	5.0	%	$	200.4	11.0	%
Employee compensation	2,002.8		2,014.2		1,885.8		(11.4)		(0.6)	%	128.4		6.8	%
Marketing	84.0		81.3		82.1		2.7		3.3	%	(0.8)		(1.0)	%
Property, office and technology	450.0		474.3		450.1		(24.3)		(5.1)	%	24.2		5.4	%
General and administrative	576.5		594.7		567.6		(18.2)		(3.1)	%	27.1		4.8	%
Transaction, integration and restructuring (1)	—		—		41.6		—		N/A		(41.6)		N/A
Amortization and impairment of intangibles	1,832.4		44.8		1,298.8		1,787.6		3,990.2	%	(1,254.0)		(96.6)	%
Total operating expenses	$	7,072.8	$	5,234.9	$	6,151.2	$	1,837.9	35.1	%	$	(916.3)	(14.9)	%

The table below sets forth these expense categories as a percentage of total Operating expenses and Operating revenues, which we believe provides useful information as to the relative significance of each type of expense.


(in millions)	2025		% of Total Operating Expenses		% of Total Operating Revenues		2024		% of Total Operating Expenses		% of Total Operating Revenues		2023		% of Total Operating Expenses		% of Total Operating Revenues
Third-party distribution, service and advisory	$	2,127.1	30.1	%	33.4	%	$	2,025.6	38.7	%	33.4	%	$	1,825.2	29.7	%	31.9	%
Employee compensation	2,002.8		28.3	%	31.4	%	2,014.2		38.5	%	33.2	%	1,885.8		30.7	%	33.0	%
Marketing	84.0		1.2	%	1.3	%	81.3		1.5	%	1.4	%	82.1		1.3	%	1.5	%
Property, office and technology	450.0		6.4	%	7.1	%	474.3		9.1	%	7.8	%	450.1		7.3	%	7.9	%
General and administrative	576.5		8.1	%	9.0	%	594.7		11.4	%	9.8	%	567.6		9.2	%	9.9	%
Transaction, integration and restructuring (1)	—		—	%	—	%	—		—	%	—	%	41.6		0.7	%	0.7	%
Amortization and impairment of intangibles	1,832.4		25.9	%	28.7	%	44.8		0.8	%	0.7	%	1,298.8		21.1	%	22.7	%
Total operating expenses	$	7,072.8	100.0	%	110.9	%	$	5,234.9	100.0	%	86.3	%	$	6,151.2	100.0	%	107.6	%

__________

(1) Transaction, integration and restructuring charges were primarily restructuring costs relating to our strategic evaluation which we completed in the first quarter of 2023.

Operating expenses increased $1,837.9 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024 and included a $1,794.9 million non-cash impairment of our indefinite-lived intangible assets related to prior acquisitions of management contracts of U.S. retail mutual funds. Excluding the intangible asset impairment, Operating expenses increased $43.0 million. The impact of foreign exchange rate movements increased operating expenses by $36.9 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

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Third-Party Distribution, Service and Advisory

Third-party distribution, service and advisory expenses include periodic “renewal” commissions which are paid to brokers and independent financial advisors for providing services to their client accounts while they are invested in an Invesco product. Renewal commissions are calculated based upon a percentage of the AUM value and apply to much of the company's non-U.S. retail operations. The revenues from the company’s U.S. retail operations include 12b-1 distribution fees, which are largely passed through to brokers who sell the funds as third-party distribution expenses along with additional marketing support distribution costs. Both the revenues and the costs are dependent on the underlying AUM of the brokers' clients. The upfront distribution commissions are amortized over the redemption period. Also included in Third-party distribution, service and advisory expenses are sub-transfer agency fees that are paid to third parties for processing client common share purchases and redemptions, call center support and client reporting. These costs are reimbursed by the related funds.

Third-party distribution, service and advisory expenses were $2,127.1 million for the year ended December 31, 2025 as compared to $2,025.6 million for the year ended December 31, 2024. The impact of foreign exchange rate movements increased third-party expenses by $13.8 million for the year ended December 31, 2025 as compared for the year ended December 31, 2024. After allowing for foreign exchange rate changes, the increase in expenses was $87.7 million primarily due to higher average AUM, partially offset by lower fund related costs. See "Schedule of Non-GAAP Information" for additional disclosures.

Employee Compensation

Employee compensation includes salary, cash bonuses and long-term incentive plans designed to attract and retain the highest caliber employees. Employee staff benefit plan costs and payroll taxes are also included in Employee compensation.

Employee compensation was $2,002.8 million for the year ended December 31, 2025 as compared to $2,014.2 million for the year ended December 31, 2024. The impact of foreign exchange rate movements increased Employee compensation by $13.6 million for the year ended December 31, 2025 as compared for the year ended December 31, 2024. After allowing for foreign exchange rate changes, there was a decrease in Employee compensation of $25.0 million. The decrease primarily resulted from a net decrease of $122.9 million in expense related to common share-based awards and other long-term awards (collectively, Long-Term Awards) due to changes to the retirement criteria for vesting adopted in the third quarter of 2024, partially offset by higher variable compensation costs of $51.4 million primarily driven by higher revenues. The decrease was also offset by higher benefits and payroll taxes of $22.0 million and $16.9 million of severance expense related to the reorganization of the fundamental equities investment teams.

Headcount at December 31, 2025 was 7,499 (December 31, 2024; 8,508). The decrease in headcount was primarily due to the sale of the intelliflo business and the sale of 60% of our interest in Invesco Asset Management (India) Private Limited that were completed in the fourth quarter of 2025.

Marketing

Marketing expenses include the cost of direct advertising of our products through trade publications, television and other media, and public relations costs, such as the marketing of the company's products through conferences or other sponsorships.

Marketing expenses were $84.0 million for the year ended December 31, 2025 as compared to $81.3 million for the year ended December 31, 2024.

Property, Office and Technology

Property, office and technology expenses include rent and utilities for our various leased facilities, depreciation of company-owned property, equipment and software, and other technology expenses including maintenance and licensing fees.

Property, office and technology expenses were $450.0 million for the year ended December 31, 2025 as compared to $474.3 million for the year ended December 31, 2024. The decrease was primarily due to lower property and technology costs, partially offset by an $8.0 million software impairment related to a strategic change to the company's fixed income investment platform in the second quarter of 2025.

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General and Administrative

General and administrative expenses include information service subscriptions, irrecoverable indirect taxes, employee travel, professional fees, recruitment and training costs as well as costs for outsourced services such as technology, middle office and back office management services.

General and administrative expenses were $576.5 million for the year ended December 31, 2025 as compared to $594.7 million for the year ended December 31, 2024. After allowing for foreign exchange rate changes, General and administrative expenses decreased by $25.1 million. The decrease was primarily due to a $52.5 million expense related to the settlement of certain regulatory matters in the year ended December 31, 2024, partially offset by higher costs of $22.6 million in the year ended December 31, 2025 related to newly launched CIP.

Amortization and impairment of intangible assets

Amortization and impairment of intangible assets was $1,832.4 million for the year ended December 31, 2025 as compared to $44.8 million for the year ended December 31, 2024. The increase was primarily due to a $1,794.9 million non-cash impairment of our indefinite-lived intangible assets related to management contracts of U.S. retail mutual funds.

Operating Income, Adjusted Operating Income, Operating Margin and Adjusted Operating Margin

Operating loss was $(695.7) million for the year ended December 31, 2025, as compared to an operating gain of $832.1 million for the year ended December 31, 2024. Operating margin (operating income divided by operating revenues) decreased to (10.9)% for the year ended December 31, 2025 from 13.7% in the year ended December 31, 2024 primarily as a result of the $1,794.9 million intangible asset impairment as discussed above.

Adjusted operating income increased to $1,557.8 million for the year ended December 31, 2025 from $1,370.7 million for the year ended December 31, 2024. Adjusted operating margin increased to 33.4% for the year ended December 31, 2025 from 31.1% for the year ended December 31, 2024. See “Schedule of Non-GAAP Information” for a reconciliation of Operating revenues to Net revenues, a reconciliation of Operating income to Adjusted operating income and additional important disclosures regarding Net revenues, Adjusted operating income and Adjusted operating margin.

Other Income and Expenses

The main categories of other income and expenses, and the dollar and percentage changes between periods are as follows:


	Years ended December 31,						2025 vs 2024				2024 vs 2023
(in millions)	2025		2024		2023		$ Change		% Change		$ Change		% Change
Equity in earnings of unconsolidated affiliates	$	104.8	$	43.0	$	71.3	$	61.8	143.7	%	$	(28.3)	(39.7)	%
Interest and dividend income	53.9		58.9		47.8		(5.0)		(8.5)	%	11.1		23.2	%
Interest expense	(82.5)		(58.0)		(70.5)		(24.5)		42.2	%	12.5		(17.7)	%
Other gains and losses, net	55.9		47.7		98.0		8.2		17.2	%	(50.3)		(51.3)	%
Other income/(expense) of CIP, net	184.2		81.6		50.3		102.6		125.7	%	31.3		62.2	%



Total other income and expenses	$	316.3	$	173.2	$	196.9	$	143.1	82.6	%	$	(23.7)	(12.0)	%

Equity in earnings of unconsolidated affiliates

Equity in earnings of unconsolidated affiliates increased to $104.8 million for the year ended December 31, 2025 as compared to $43.0 million for the year ended December 31, 2024. The increase was primarily driven by an increase in income of $28.9 million from our private markets real estate investments and $27.7 million from our joint venture investment in IGW.

Interest and dividend income

Interest and dividend income was $53.9 million for the year ended December 31, 2025 as compared to $58.9 million for the year ended December 31, 2024. The decrease was primarily due to a decrease in interest income earned from Cash and cash equivalents, partially offset by higher dividend income earned on our private markets investments.

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Interest expense

Interest expense was $82.5 million for the year ended December 31, 2025 as compared to $58.0 million for the year ended December 31, 2024. The year ended December 31, 2025 included interest expense related to the new Term Loan Agreements entered into on May 16, 2025.

Other gains and losses, net

Other gains and losses, net was a gain of $55.9 million for the year ended December 31, 2025 as compared to a net gain of $47.7 million for the year ended December 31, 2024. The net gains for the years ended December 31, 2025 and 2024 included net market gains on deferred compensation related investments and hedging instruments of $55.1 million and $39.7 million, respectively.

Other income/(expense) of CIP, net

Other income/(expense) of CIP, net includes interest and dividend income, interest expense, and realized and unrealized gains and losses on the underlying investments and debt owned by CIP. For the year ended December 31, 2025, net interest income of CIP was $116.3 million as compared to $139.5 million for the year ended December 31, 2024. The decrease in net interest income was primarily a result of a newly consolidated investment product in the year ended December 31, 2024 which was deconsolidated in the year ended December 31, 2025 as well as lower net interest income earned by the CLOs. For the year ended December 31, 2025, other gains and losses of CIP were a net gain of $67.9 million as compared to a net loss of $57.9 million for the year ended December 31, 2024. The net gain for the year ended December 31, 2025 was attributable to market-driven gains on investments held by consolidated funds. The net loss for the year ended December 31, 2024 was attributable to market-driven losses on investments held by consolidated funds.

Net impact of CIP and related noncontrolling interests in consolidated entities

The adjustment to Net income for the Net income/(loss) attributable to noncontrolling interests in consolidated entities removes the income/(expense) of CIP which is attributable to third-party investors. Therefore, the consolidation of investment products did not have an impact on Net income attributable to Invesco for the years ended December 31, 2025 and 2024. Also, the net income or loss of CIP is taxed at the investor level, not at the product level; therefore, a tax provision is not reflected in the net impact of CIP.

Income Tax Expense

The income tax provision was a benefit of $(204.6) million for the year ended December 31, 2025, compared to an expense of $252.9 million for the year ended December 31, 2024, resulting in effective tax rates of 53.9% and 25.2% for the years ended December 31, 2025 and 2024, respectively. The net benefit for the year ended December 31, 2025 was primarily due to the federal and state income tax benefit related to the loss before income taxes which was further increased by the favorable resolution of an income tax matter, including the impact of a decrease in the deferred income tax rate and the reversal of a reserve for uncertain tax positions, and the favorable impact of the net income attributable to non-controlling interests in consolidated entities and equity method investments in corporate joint ventures. For additional income tax information, please refer to Note 14, “Taxation,” in Part II, Item 8, Financial Statements and Supplementary Data.

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Schedule of Non-GAAP Information

We utilize the following non-GAAP performance measures: Net revenue (and by calculation, Net revenue yield on AUM), Adjusted operating income, Adjusted operating margin, Adjusted net income attributable to Invesco and Adjusted diluted EPS. The company believes the adjusted measures provide valuable insight into the company’s ongoing operational performance and assist in comparisons to its competitors. These measures also assist the company’s management with the establishment of operational budgets and forecasts. The most directly comparable U.S. GAAP measures are Operating revenues (and by calculation, Gross revenue yield on AUM), Operating income, Operating margin, Net income/(loss) attributable to Invesco and Diluted EPS. Each of these measures is discussed more fully below.

The following are reconciliations of the U.S. GAAP measures to the non-GAAP measures. The non-GAAP measures should not be considered as substitutes for any U.S. GAAP measures and may not be comparable to other similarly titled measures of other companies. Additional reconciling items may be added in the future to the non-GAAP measures if deemed appropriate. The tax effects related to the reconciling items have been calculated based on the tax rate attributable to the jurisdiction to which the transaction relates. Notes to the reconciliations follow the tables.

Reconciliation of Operating revenues to Net revenues:


(in millions)	2025		2024		2023
Operating revenues, U.S. GAAP basis	$	6,377.1	$	6,067.0	$	5,716.4

Revenue adjustments: (1)
Investment management fees	(909.3)		(816.6)		(766.4)
Service and distribution fees	(1,070.6)		(1,048.8)		(911.7)
Other	(147.2)		(160.2)		(147.1)
Total revenue adjustments	(2,127.1)		(2,025.6)		(1,825.2)
Invesco Great Wall (2)	364.0		318.1		368.3
CIP (3)	44.5		41.0		51.2
Net revenues	$	4,658.5	$	4,400.5	$	4,310.7

Reconciliation of Operating income/(loss) to Adjusted operating income:


(in millions)	2025			2024			2023
Operating income/(loss), U.S. GAAP basis	$	(695.7)		$	832.1		$	(434.8)
Invesco Great Wall (2)	234.0			163.3			201.9
CIP (3)	84.6			60.2			84.8
Transaction, integration and restructuring (4)	—			—			41.6
Amortization and impairment of intangible assets (5)	1,832.4			44.8			1,298.8
Compensation expense related to market valuation changes of deferred compensation liabilities (6)	77.6			70.2			41.2
One-time acceleration of compensation expense for outstanding Long-Term Awards (7)	—			147.6			—
Severance (8)	16.9			—			—
Software impairment (9)	8.0			—			—
General and administrative (10)	—			52.5			(20.0)
Adjusted operating income	$	1,557.8		$	1,370.7		$	1,213.5

Operating margin (11)	(10.9)		%	13.7		%	(7.6)		%
Adjusted operating margin (12)	33.4		%	31.1		%	28.2		%

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Reconciliation of Net income/(loss) attributable to Invesco to Adjusted net income attributable to Invesco:


(in millions, except per common share data)	2025		2024		2023
Net income/(loss) attributable to Invesco Ltd., U.S. GAAP basis	$	(726.3)	$	538.0	$	(333.7)
Adjustments (excluding tax):

Transaction, integration and restructuring (4)	—		—		41.6
Amortization and impairment of intangible assets (5)	1,832.4		44.8		1,298.8
Deferred compensation net market valuation changes (6)	8.5		17.6		(18.6)
One-time acceleration of compensation expense for outstanding Long-Term Awards (7)	—		147.6		—
Severance (8)	16.9		—		—
Software impairment (9)	8.0		—		—
General and administrative (10)	—		52.5		(20.0)
Total adjustments excluding tax	$	1,865.8	$	262.5	$	1,301.8
Impact of deferred income tax rate change (13)	(39.0)		—		—
Tax adjustment for amortization of intangible assets and goodwill (14)	16.4		17.6		16.7
Tax adjustment for impairment of intangible assets (15)	(427.0)		—		(296.1)
Other tax effects of adjustments above	(7.9)		(36.4)		1.0
Cost of preferred stock repurchase (16)	240.0		—		—
Adjusted net income attributable to Invesco Ltd.	$	922.0	$	781.7	$	689.7

Average common shares outstanding - diluted	455.0		457.7		456.2
Diluted EPS	$	(1.60)	$	1.18	$	(0.73)
Adjusted diluted EPS (17)	$	2.03	$	1.71	$	1.51

____________

(1) Revenue adjustments: The company calculates Net revenues by reducing Operating revenues to exclude fees that are passed through to external parties who perform functions on behalf of, and distribute, the company’s managed funds. The Net revenue presentation assists in identifying the revenue contribution generated by the company, removing distortions caused by the differing distribution channel fees and allowing for a fair comparison with U.S. peer investment managers and within Invesco’s own investment units. Additionally, management evaluates Net revenue yield on AUM, which is equal to Net revenues divided by Average AUM during the reporting period, as an indicator of the Net revenues we receive for each dollar of AUM we manage.

Investment management fees are adjusted by renewal commissions and certain administrative fees. Service and distributions fees are primarily adjusted by distribution fees passed through to broker dealers for certain share classes and pass through fund-related costs. Other revenues are primarily adjusted by transaction fees passed through to third parties.

(2) Invesco Great Wall: The company reflects 100% of IGW in its Net revenues and Adjusted operating income (and by calculation, Adjusted operating margin). The company’s non-GAAP operating results reflect the economics of these holdings on a basis consistent with the underlying AUM and flows. Adjusted net income is reduced by the amount of earning attributable to the noncontrolling interests.

(3) CIP: See Item 8, Financial Statements and Supplementary Data, Note 18, “Consolidated Investment Products,” for a detailed analysis of the impact to the company’s Condensed Consolidated Financial Statements from the consolidation of CIP. The company believes that the CIP may impact a reader’s analysis of our underlying results of operations and could result in investor confusion or the production of information about the company by analysts or external credit rating agencies that is not reflective of the underlying results of operations and financial condition of the company. Accordingly, the company believes that it is appropriate to adjust Operating revenues and Operating income for the impact of CIP in calculating the respective Net revenues and Adjusted operating income (and by calculation, Adjusted operating margin).

(4) Transaction, integration and restructuring: The company believes it is useful to adjust for the Transaction, integration and restructuring charges in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income, and Adjusted diluted EPS, as this will aid comparability of our results period to period, and aid comparability with peer companies that may not have similar acquisition and restructuring related charges. Transaction, integration and restructuring charges were primarily restructuring costs relating to our strategic evaluation which we completed in the first quarter of 2023.

(5) Amortization and impairment of intangible assets: The company removes amortization and non-cash impairment expense related to acquired assets in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income and Adjusted diluted EPS, as this will aid comparability of our results period to period, and aid comparability with peer companies that may not have similar acquisition-related charges.

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(6) Market valuation changes related to deferred compensation plan liabilities: Certain deferred compensation plan awards provide a return to the employee linked to the appreciation (depreciation) of specified investments. The company economically hedges the exposure to market movements on these deferred compensation liabilities. Since these liabilities are economically hedged, the company believes it is useful to remove the market movements related to the deferred compensation plan liabilities from the calculation of Adjusted operating income (and by calculation, Adjusted operating margin) and to remove the net impact of the economic hedge in arriving at Adjusted net income (and by calculation, Adjusted diluted EPS) to produce results that will be more comparable period to period.

(7) One-time acceleration of compensation expense for outstanding Long-Term Awards: In the third quarter of 2024, the company recorded a one-time acceleration of Compensation expense of $147.6 million resulting from changes to the retirement criteria for vesting of outstanding Long-Term Awards. Due to the non-recurring nature of this item, the company removed this expense in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income, and Adjusted diluted EPS as this will aid comparability of our results period to period.

(8) Severance: In the second quarter of 2025, the company removed the severance expense related to the reorganization of its fundamental equities investment teams. The company removed this expense in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income, and Adjusted diluted EPS, as this will aid comparability of our results period to period and aid comparability with peer companies that may not have similar reorganization related charges.

(9) Software impairment: In the second quarter of 2025, the company removed the non-cash software impairment related to a strategic change in our fixed income investment platform. The company removed the expense in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income, and Adjusted diluted EPS as this will aid comparability of our results period to period.

(10) General and administrative: In 2024, the company removed the expense related to the settlement of regulatory matters. In 2023, the company removed insurance recoveries related to fund-related losses incurred in prior periods. Due to the non-recurring nature of these items, the company removed these expenses in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income and Adjusted diluted EPS as this will aid comparability of our results period to period.

(11) Operating margin is equal to Operating income divided by Operating revenues.

(12) Adjusted operating margin is equal to Adjusted operating income divided by Net revenues.

(13) Impact of deferred income tax rate change: In the third quarter of 2025, the company removed a non-cash income tax benefit of $39.0 million related to the revaluation of the deferred tax liabilities for indefinite-lived intangible assets as a result of a decrease in the tax rate. The company removed this discrete tax benefit in arriving at Adjusted net income and Adjusted diluted EPS as it does not have a cash flow impact and will aid comparability of our results period to period.

(14) Tax adjustment for amortization of intangible assets and goodwill: The company reflects the tax benefit realized on the tax amortization of goodwill and intangible assets in Adjusted net income. The company believes it is useful to include this tax benefit in arriving at Adjusted net income and Adjusted diluted EPS measure.

(15) Tax adjustment for impairment of intangible assets: The company removed the non-cash income tax benefit related to the impairment of our indefinite-lived intangible assets. The company removed this discrete tax benefit in arriving at Adjusted net income and Adjusted diluted EPS as it does not have a cash flow impact and will aid comparability of our results period to period.

(16) Cost of preferred stock repurchase: In 2025, the company repurchased $1.5 billion of the company’s outstanding Series A Preferred Stock held by MassMutual. The company removed the costs associated with the repurchase in arriving at Adjusted net income (and by calculation, Adjusted diluted EPS) as this will aid comparability of our results period to period and aid comparability with peer companies that may not have similar repurchase related charges.

(17) Adjusted diluted EPS is equal to Adjusted net income attributable to Invesco Ltd. divided by the weighted average number of common and restricted common shares outstanding.

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Balance Sheet Discussion (1)

The following table represents a reconciliation of the balance sheet information presented on a U.S. GAAP basis to the balance sheet information excluding the impact of CIP for the reasons outlined in footnote 1 to the table:


	December 31, 2025				December 31, 2024
Balance sheet information (in millions)	U.S. GAAP		Impact of CIP		Excluding CIP		U.S. GAAP		Impact of CIP		Excluding CIP
ASSETS
Cash and cash equivalents	$	1,037.5	$	—	$	1,037.5	$	986.5	$	—	$	986.5

Investments	1,381.1		397.1		1,778.2		1,240.0		401.4		1,641.4

Goodwill and intangible assets, net	12,404.4		—		12,404.4		14,067.4		—		14,067.4
Other assets (2)	2,121.2		11.2		2,132.4		2,340.5		11.1		2,351.6
Investments and other assets of CIP (3)	10,149.8		(10,149.8)		—		8,374.5		(8,374.5)		—
Total assets	$	27,094.0	$	(9,741.5)	$	17,352.5	$	27,008.9	$	(7,962.0)	$	19,046.9
LIABILITIES


Debt	$	1,825.1	$	—	$	1,825.1	$	890.6	$	—	$	890.6
Other liabilities (4)	3,296.4		—		3,296.4		3,596.4		—		3,596.4
Debt and other liabilities of CIP	8,967.6		(8,967.6)		—		6,853.1		(6,853.1)		—
Total liabilities	14,089.1		(8,967.6)		5,121.5		11,340.1		(6,853.1)		4,487.0
EQUITY
Total equity attributable to Invesco Ltd.	12,231.0		—		12,231.0		14,559.9		—		14,559.9
Noncontrolling interests (5)	773.9		(773.9)		—		1,108.9		(1,108.9)		—
Total equity	13,004.9		(773.9)		12,231.0		15,668.8		(1,108.9)		14,559.9
Total liabilities and equity	$	27,094.0	$	(9,741.5)	$	17,352.5	$	27,008.9	$	(7,962.0)	$	19,046.9

____________

(1) This table includes non-GAAP presentations. Assets of CIP are not available for use by Invesco. Additionally, there is no recourse to Invesco for CIP debt.

(2) Amounts include Accounts receivable, Property, equipment and software, and Other assets.

(3) Amounts also include Cash and cash equivalents, Accounts receivable, and Other assets of CIP.

(4) Amounts include Accrued compensation and benefits, Accounts payable and accrued expenses, and Deferred tax liabilities.

(5) Amounts include Redeemable noncontrolling interests in consolidated entities and Equity attributable to nonredeemable noncontrolling interests in consolidated entities.

Cash and cash equivalents

Cash and cash equivalents increased $51.0 million from $986.5 million at December 31, 2024 to $1,037.5 million at December 31, 2025. See “Cash Flows Discussion” below within this Management's Discussion and Analysis for additional discussion regarding the movements in cash flows during the periods. See Item 8, Financial Statements and Supplementary Data - Note 1, “Accounting Policies - Cash and Cash Equivalents,” regarding capital adequacy requirements in certain jurisdictions.

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Investments

Investments are comprised primarily of the equity method investment in IGW, seed capital and co-investments in affiliated funds, and investments related to the company’s deferred compensation plans.

As of December 31, 2025 and December 31, 2024, the company had $1,166.3 million and $1,125.6 million in seed capital and co-investments, respectively, including direct investments in CIP. The following table reconciles the Investment balance to the total seed capital and co-investment balance.


(in millions)	December 31, 2025		December 31, 2024
Investments	$	1,381.1	$	1,240.0
Net investment in CIP	397.1		401.4
Less: Investments related to deferred compensation plans, joint ventures, and other investments	(611.9)		(515.8)
Total seed capital and co-investments (1)	$	1,166.3	$	1,125.6

____________

(1) Included in the total seed and co-investment balance as of December 31, 2025 is $477.8 million of seed capital and $688.5 million of co-investments (December 31, 2024: $414.0 million of seed capital and $711.6 million of co-investments).

Goodwill and intangible assets, net

Goodwill and intangible assets, net decreased to $12,404.4 million at December 31, 2025 from $14,067.4 million at December 31, 2024. The decrease was due to a $1,794.9 million non-cash impairment of our indefinite-lived intangible assets related to prior acquisitions of management contracts of U.S. retail mutual funds, $71.6 million impact from the sale of the intelliflo business and the sale of 60% of our interest in Invesco Asset Management (India) Private Limited, and amortization expense of $37.5 million, partially offset by foreign exchange impacts of $241.0 million. See "Critical Accounting Policies and Estimates” and Item 8, Financial Statements and Supplementary Data - Note 1, “Accounting Policies,” for additional information.

Liquidity and Capital Resources

Our capital structure, together with available cash balances, cash flows generated from operations, existing capacity under our Revolving Credit Agreement and further capital market activities, if necessary, should provide us with sufficient resources to meet present and future cash needs, including operating expenses, debt and other obligations as they come due and anticipated future capital requirements.

Sources of Liquidity by Type


(in millions)	December 31, 2025		December 31, 2024
Cash and cash equivalents	$	1,037.5	$	986.5
Available Revolving Credit Agreement	2,062.3		2,000.0
Total sources of liquidity by type	$	3,099.8	$	2,986.5

The Revolving Credit Agreement was amended and restated on May 16, 2025 increasing borrowing capacity from $2.0 billion to $2.5 billion and extending the expiration date from April 26, 2028 to May 16, 2030. As of December 31, 2025, the balance on the $2.5 billion Revolving Credit Agreement was $437.7 million.

During 2025, the company repaid in full the $500.0 million three-year Term Loan Agreement entered into on May 16, 2025.

In the ordinary course of business, Invesco enters into contracts or purchase obligations with third parties whereby the third parties provide services to or on behalf of Invesco. Purchase obligations represent fixed-price contracts, which are either non-cancelable or cancellable with a penalty. As of December 31, 2025, the company's purchase obligations totaled $1,015.2 million (December 31, 2024: $694.4 million) and primarily reflect standard service contracts for portfolio, market data, office-related services, and third-party marketing and promotional services. Purchase obligations are recorded as liabilities in the company's Consolidated Financial Statements when services are provided.

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Capital Management

Our capital management priorities have evolved with the growth and success of our business and include, in no particular order of priority: reinvestment in the business, maintaining a strong balance sheet and returning capital to shareholders longer term through a combination of share repurchases and modestly increasing dividends.

During the year ended December 31, 2025, the company repurchased 5.4 million common shares for $100.4 million in the open market. As of December 31, 2025, approximately $232.2 million remained authorized under the company’s common share repurchase authorization approved by the Board on July 22, 2016. Additionally, the company repurchased $1.5 billion of the outstanding Series A Preferred Stock held by MassMutual, reducing the outstanding balance of the Series A Preferred Stock to $2.5 billion.

Our capital process is executed in a manner consistent with our desire to maintain strong, investment grade credit ratings. As of the date of our filing, Invesco held credit ratings of BBB+/Stable, A3/Stable and A/Stable from S&P Ratings Service, Moody’s Investor Services and Fitch Ratings, respectively.

Other Items

Certain of our subsidiaries are required to maintain minimum levels of regulatory capital, liquidity, and working capital. Such requirements may change from time-to-time as additional guidance is released based on a variety of factors, including balance sheet composition, assessment of risk exposures and governance, and review from regulators. These and other similar provisions of applicable laws and regulations may have the effect of limiting withdrawals of capital, repayment of intercompany loans and payment of dividends by such entities. Our financial condition or liquidity could be adversely affected if certain of our subsidiaries are unable to distribute funds to us.

We are in compliance with all regulatory minimum net capital requirements. As of December 31, 2025, the company's minimum regulatory capital requirement was $309.9 million (December 31, 2024: $324.9 million).

We meet the regulatory liquidity and working capital requirements by holding cash and cash equivalents in the European sub-group. This retained cash can be used for general business purposes in the European sub-group in the countries where it is located. Due to the liquidity and working capital requirements, the ability to transfer cash between certain jurisdictions may be limited. In addition, transfers of cash between international jurisdictions may have adverse tax consequences.

The consolidation of $10,149.8 million and $8,967.6 million of Investments and other assets and Debt and other liabilities of CIP, respectively, as of December 31, 2025, did not impact the company’s liquidity and capital resources. See Item 8, Financial Statements and Supplementary Data - Note 18, “Consolidated Investment Products,” for additional details.

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Cash Flows Discussion

The following table represents a reconciliation of the cash flow information presented on a U.S. GAAP basis to the cash flow information, excluding the impact of the cash flows of CIP for the reasons outlined in footnote 1 to the table:


	Years ended December 31,
Cash flows information (1)	2025						2024						2023
(in millions)	U.S. GAAP		Impact of CIP		Excluding CIP		U.S. GAAP		Impact of CIP		Excluding CIP		U.S. GAAP		Impact of CIP		Excluding CIP
Cash and cash equivalents, beginning of the period	$	1,496.0	$	(509.5)	$	986.5	$	1,931.6	$	(462.4)	$	1,469.2	$	1,434.1	$	(199.4)	$	1,234.7
Cash flows from operating activities	1,525.3		(165.0)		1,360.3		1,190.0		(114.8)		1,075.2		1,300.8		(136.6)		1,164.2
Cash flows from investing activities	(974.4)		1,134.7		160.3		68.4		(308.4)		(240.0)		(244.3)		72.8		(171.5)
Cash flows from financing activities	(149.5)		(1,365.6)		(1,515.1)		(1,661.6)		374.0		(1,287.6)		(585.4)		(196.8)		(782.2)
Increase/(decrease) in cash and cash equivalents	401.4		(395.9)		5.5		(403.2)		(49.2)		(452.4)		471.1		(260.6)		210.5
Foreign exchange movement on cash and cash equivalents	82.4		(36.9)		45.5		(32.4)		2.1		(30.3)		26.4		(2.4)		24.0
Cash and cash equivalents, end of the period	$	1,979.8	$	(942.3)	$	1,037.5	$	1,496.0	$	(509.5)	$	986.5	$	1,931.6	$	(462.4)	$	1,469.2

Cash and cash equivalents	$	1,037.5	$	—	$	1,037.5	$	986.5	$	—	$	986.5	$	1,469.2	$	—	$	1,469.2

Cash and cash equivalents of CIP	942.3		(942.3)		—		509.5		(509.5)		—		462.4		(462.4)		—
Total cash and cash equivalents per consolidated statement of cash flows	$	1,979.8	$	(942.3)	$	1,037.5	$	1,496.0	$	(509.5)	$	986.5	$	1,931.6	$	(462.4)	$	1,469.2

____________

(1) These tables include non-GAAP presentations. Cash held by CIP is not available for use by Invesco. Additionally, there is no recourse to Invesco for CIP debt. The cash flows of CIP do not form part of the company’s cash flow management processes, nor do they form part of the company’s liquidity evaluations and decisions.

Operating Activities

Operating cash flows include the receipt of Investment management and other fees generated from AUM, offset by Operating expenses and changes in operating assets and liabilities. After allowing for the change in cash held by CIP, investment activities, non-cash activity, and seasonal payments, such as bonus payments in the first quarter, our operating cash flows generally move in the same direction as our Operating income/(loss).

Cash inflows for the year ended December 31, 2025, excluding the impact of CIP, were primarily driven by operating income and changes in receivables, other assets, payables, and accrued liabilities due to the timing of receipts and payments.

Investing Activities

Cash outflows for the year ended December 31, 2025, excluding the impact of CIP, includes purchases of investments of $147.9 million (year ended December 31, 2024: $307.0 million) and property, equipment and software of $84.3 million (year ended December 31, 2024: $69.1 million), partially offset by proceeds of $156.0 million from capital distributions from equity method investees (year ended December 31, 2024: $135.9 million). Cash outflows were also partially offset by proceeds of $236.5 million from the sale of the intelliflo business and the sale of 60% of our interest in Invesco Asset Management (India) Private Limited.

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Financing Activities

Financing cash outflows during the year ended December 31, 2025 included cash outflows of $1.5 billion to repurchase the company’s Series A Preferred Stock and net cash inflows of $992.7 million related to the Term Loan Agreements entered into in the second quarter of 2025 to fund the repurchase. Financing cash outflows also included $500.0 million for the repayment of the three-year Term Loan Agreement entered into in the second quarter of 2025, $240.0 million for the premium paid on the repurchase of Series A Preferred Stock, $377.3 million of common dividend payments for dividends declared in January, April, July and October 2025 (year ended December 31, 2024: common dividends paid of $371.5 million), $204.6 million of preferred dividend payments for dividends declared in January, April, July and October 2025 (year ended December 31, 2024: $236.8 million), $100.0 million for the repurchase of common shares through the open market (year ended December 31, 2024: $49.6 million), and the payment of $23.6 million to meet employees' withholding tax obligations on common share vestings (2024: $29.7 million). Financing cash inflows included net borrowings under the Revolving Credit Agreement of $437.7 million during the year ended December 31, 2025 (year ended December 31, 2024: zero). Financing cash outflows during the year ended December 31, 2024 also included a $600.0 million redemption of senior notes.

Dividends

When declared, Invesco pays dividends on a quarterly basis in arrears. Holders of our preferred shares are eligible to receive dividends at an annual rate of 5.9% of the liquidation preference of $1,000 per share, or $59 per share per annum. The preferred stock dividend is payable quarterly on a non-cumulative basis when, if and as declared by our Board. However, if we have not declared and paid or set aside for payment full quarterly dividends on the preferred stock for a particular dividend period, we may not declare or pay dividends on, redeem, purchase or acquire our common stock or other junior securities in the next succeeding dividend period. In addition, if we have not declared and paid or set aside for payment quarterly dividends on the preferred stock for six quarterly periods, whether or not consecutive, the number of directors of the company will be increased by two and the holders of the preferred shares shall have the right to elect such two additional members of the Board.

On January 26, 2026, the company declared a fourth quarter 2025 cash dividend of $0.21 per common share to the holders of common shares. The dividend is payable on March 3, 2026, to common shareholders of record at the close of business on February 13, 2026, with an ex-dividend date of February 13, 2026.

On January 26, 2026, the company declared a preferred dividend of $14.75 per preferred share representing the period from December 1, 2025 through February 28, 2026. The preferred dividend is payable on March 2, 2026.

The declaration, payment and amount of any future dividends will depend upon, among other factors, our earnings, financial condition and capital requirements at the time such declaration and payment are considered. The company has a policy of managing dividends in a prudent fashion, with due consideration given to profit levels, overall debt levels and historical dividend payouts.

Common Share Repurchase Plan

During 2025, the company repurchased 5.4 million shares for $100.4 million in the open market as compared to 2.9 million shares for $49.6 million during 2024. At December 31, 2025, approximately $232.2 million remained authorized under the company's common share repurchase authorization approved by the Board on July 22, 2016 (December 31, 2024: $332.6 million).

Preferred Stock Repurchase

During 2025, the company repurchased $1.5 billion of the $4.0 billion outstanding Series A Preferred Stock held by MassMutual for $1.74 billion.

Debt

The carrying value of our debt at December 31, 2025 was $1,825.1 million (December 31, 2024: $890.6 million), See Item 8, Financial Statements and Supplementary Data, Note 8, “Debt,” for additional disclosures.

For the year ended December 31, 2025, the company's weighted average cost of debt was 4.81% (year ended December 31, 2024: 4.64%).

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Financial covenants under the Revolving Credit Agreement and Term Loan Agreements (collectively, Credit Agreements) include: (i) the quarterly maintenance of an Adjusted debt/Earnings before income tax, depreciation, amortization, interest expense, common share-based compensation expense, unrealized (gains)/losses from investments, net, and unusual or otherwise non-recurring gains and losses (Covenant Adjusted EBITDA) leverage ratio, as defined in the Credit Agreements, of not greater than 3.25:1.00, and (ii) an interest coverage ratio (Covenant Adjusted EBITDA, as defined in the Credit Agreements, divided by interest expense for the four consecutive fiscal quarters ended on or immediately prior to the date of determination) of not less than 4.00:1.00. As of December 31, 2025, we were in compliance with our financial covenants. At December 31, 2025, our leverage ratio was 0.73:1.00 (December 31, 2024: 0.25:1.00), and our interest coverage ratio was 20.34:1.00 (December 31, 2024: 26.84:1.00).

The December 31, 2025 and 2024 coverage ratio calculations are as follows:


(in millions)	December 31, 2025		December 31, 2024
Net income/(loss) attributable to Invesco Ltd.	$	(726.3)	$	538.0
Dividends on preferred shares	204.6		236.8

Interest expense	82.5		58.0
Tax expense/(benefit)	(204.6)		252.9
Amortization/depreciation/impairment (1)	1,982.0		184.1
Common share-based compensation expense	78.0		71.1
One-time acceleration of compensation expense for outstanding Long-Term Awards (2)	—		147.6
Severance (2)	16.9		—
Regulatory matters (2)	—		52.5
Cost of preferred stock repurchase (2)	240.0		—
Unrealized (gains)/losses from investments, net (3)	5.0		16.0
Covenant Adjusted EBITDA (4)	$	1,678.1	$	1,557.0
Adjusted debt (4)	$	1,228.7	$	393.8
Leverage ratio (Adjusted debt/Covenant Adjusted EBITDA - maximum 3.25:1.00)	0.73		0.25
Interest coverage (Covenant Adjusted EBITDA/Interest expense - minimum 4.00:1.00)	20.34		26.84

____________

(1) Includes the 2025 $1,794.9 million non-cash impairment of our indefinite-lived intangible assets and the impairment of software implementation costs.

(2) Unusual or otherwise non-recurring gains and losses, as defined in our Credit Agreements, are adjusted for in the determination of Covenant Adjusted EBITDA. Severance expense related to the reorganization of the company’s fundamental equities investment teams and costs associated with the repurchase of the company’s outstanding Series A Preferred Stock in 2025 were non-recurring expenses and have been removed from Covenant Adjusted EBITDA. Adjustments to Covenant Adjusted EBITDA in 2024 included the one-time acceleration of expense related to changes to the criteria for retirements for Long-Term Awards and the settlement of regulatory matters.

(3) Adjustments for unrealized gains and losses from investments, as defined in our Credit Agreements, may also include non-cash gains and losses on investments to the extent that they do not represent anticipated future cash receipts or expenditures.

(4) Covenant Adjusted EBITDA and Adjusted debt are non-GAAP financial measures that are used by management in connection with certain debt covenant calculations under our Credit Agreements. The calculation of Covenant Adjusted EBITDA above (a reconciliation from Net income attributable to Invesco Ltd.) is defined by our Credit Agreements, and therefore Net income attributable to Invesco Ltd. is the most appropriate GAAP measure from which to reconcile to Covenant Adjusted EBITDA. The calculation of 2025 Adjusted debt is defined in our Credit Agreements and equals debt of $1,825.1 million plus $3.6 million in letters of credit less $600.0 million of excess unrestricted cash (cash and cash equivalents less the minimum regulatory capital requirement, not to exceed $600 million (2024: $500.0 million).

On January 15, 2026, Invesco Finance PLC, a wholly-owned indirect subsidiary of the Parent, paid in full the outstanding balance of the $500.0 million senior notes which matured on January 15, 2026. The redemption was primarily funded by the Revolving Credit Agreement which had an outstanding balance of $790.0 million on January 31, 2026.

The discussion that follows identifies risks associated with the company's liquidity and capital resources. The Item 1. Business - Risk Management section contains a broader discussion of the company's overall approach to risk management.

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Credit and Liquidity Risk

The company manages its capital by reviewing annual and projected cash flow forecasts and by monitoring credit, liquidity and market risks, such as interest rate and foreign currency risks (as discussed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”).

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation. The company is primarily exposed to credit risk through its cash and cash equivalent deposits, which are held by external firms. The company invests its cash balances in its own institutional money market products, as well as with external high credit-quality financial institutions. These arrangements create exposure to concentrations of credit risk. As of December 31, 2025, our maximum exposure to credit risk related to our Cash and cash equivalent balance is $1,037.5 million, of which $477.9 million is invested in affiliated money market funds. See Item 8, Financial Statements and Supplementary Data - Note 2, "Fair Value of Assets and Liabilities" for information regarding Cash and cash equivalents invested in affiliated money market funds.

Liquidity Risk

Liquidity risk is the risk that the company will encounter difficulty in meeting obligations associated with its financial liabilities as the same become due. The company is exposed to liquidity risk through its $1,825.1 million in total debt. The company actively manages liquidity risk by preparing cash flow forecasts for future periods, reviewing them regularly with senior management, maintaining a committed Revolving Credit Agreement, scheduling significant gaps between major debt maturities and engaging external financing sources in regular dialogue.

Effects of Inflation

Inflation can impact our organization primarily in two ways. First, inflationary pressures can result in increases in our cost structure, especially to the extent that large expense components such as compensation are impacted. To the degree that these expense increases are not recoverable or cannot be counterbalanced through pricing increases due to the competitive environment, our net income could be negatively impacted. Secondly, the value of the assets that we manage may be negatively impacted when inflationary expectations result in a rising interest rate environment. A decline in the value of AUM could lead to reduced revenues as management fees are generally calculated based upon the value of AUM.

Off Balance Sheet Commitments

See Item 8, Financial Statements and Supplementary Data - Note 17, “Commitments and Contingencies,” for more information regarding undrawn capital commitments.

Critical Accounting Policies and Estimates

Our significant accounting policies are disclosed in Part II, Item 8, Financial Statements and Supplementary Data - Note 1, “Accounting Policies." Critical accounting policies and estimates are those that require complex management judgment regarding matters that are highly uncertain at the time policies were applied and estimates were made. Different estimates reasonably could have been used in the current period that would have had a material effect on these Consolidated Financial Statements, and changes in these estimates are likely to occur from period-to-period in the future. The discussion below provides information on the significant judgments and assumptions applied in each area and should be read in conjunction with the significant accounting policies footnote previously referenced.

Intangible Assets

Management has the option to first assess indefinite-lived intangible assets for qualitative factors to determine whether it is necessary to perform a quantitative impairment test. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable (i.e., the carrying amount exceeds the fair value of the intangible asset). In addition, management's judgment is required to estimate the period over which definite-lived intangible assets will contribute to the company's cash flows and the pattern in which these assets will be consumed. A change in the remaining useful life of any of these assets, or the reclassification of an indefinite-lived intangible asset to a definite-lived intangible asset, could have a significant impact on the company's amortization expense.

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Intangible assets not subject to amortization are tested for impairment annually as of October 1 or more frequently if events or changes in circumstances indicate that the asset might be impaired. If a quantitative assessment is required, the impairment test consists of a comparison of the fair value of an intangible asset to its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Management used an income approach to value indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds. An income approach includes assumptions for current market conditions, including the asset’s updated forecasts of AUM to take into consideration market gains or losses, net long-term flows and the corresponding changes in revenue and expenses. The most sensitive assumptions used in the income approach are the revenue forecast, the long-term growth rate and the discount rate applied to the cash flow forecast to determine present value. The revenue forecast for the U.S. retail mutual funds incorporated market conditions, management judgment and other economic indicators, as well as industry growth projections. The revenue projections used reflect declines ranging from 3% to 9% over the forecast period. Taking into consideration the AUM mix, the long-term growth rate was determined using the historical returns of the S&P 500 index, treasury bonds and treasury bills. The long-term growth rate used by management in the annual impairment test was 2.0% which decreased from the long-term growth rate used in the prior year of 2.5% due to sustained net long-term outflows of AUM related to U.S. retail mutual funds. The discount rate is an estimate of the weighted average cost of capital for the investment management sector reflecting the overall industry risks associated with future cash flows and considers an applicable size premium for the intangible asset. The discount rate used by management was 13.0%, which increased 12 bps from the prior year primarily due to an increase in the risk-free rate. We continued to factor an asset-specific risk premium into the discount rate to account for the uncertainty around future AUM flows given the continued shift in investor preferences away from actively managed funds. We assessed the reasonableness of the estimated fair value of the intangible assets by considering applicable market data.

Based on our annual impairment analysis as of October 1, 2025, we determined that the carrying value of the indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds of $4,571.7 million exceeded the estimated fair value. As such, a $1,794.9 million impairment was recorded in Amortization and impairment of intangibles expense in the Consolidated Statements of Income which reduced the carrying value to $2,776.8 million. The impairment was driven by a decrease in the long-term growth rate and lower projected earnings as a result of lower revenues for these management contracts. While the company believes all assumptions utilized in our assessment are reasonable and appropriate, changes in these estimates could produce different fair value amounts which could drive impairment in future periods. For example, assuming all other assumptions remain static, a decrease to the revenue forecast of 2% would result in an incremental impairment of $56 million. A decrease to the long-term growth rate of 25 bps would result in an incremental impairment of $46 million. Also, an increase to the discount rate of 15 bps would result in an incremental impairment of $36 million. The impairment does not impact the company’s liquidity or capital resources.

Our annual impairment reviews of our other indefinite-lived intangible assets determined that there was not an impairment of these intangibles. The classifications of indefinite-lived and definite-lived intangible assets remain appropriate, and no changes to the expected lives of definite-lived intangible assets were required.

Goodwill

Management has the option to first assess goodwill for qualitative factors to determine whether it is necessary to perform a quantitative impairment test. For our annual impairment tests in 2025 and 2024, management performed the optional qualitative approach which indicated that a quantitative assessment of the goodwill impairment test was not necessary. The qualitative impairment analysis indicated that it is more likely than not that the estimated fair value of the reporting unit was greater than the carrying value.

The company cannot predict the occurrence of future events that might adversely affect the reported value of goodwill of $8,477.1 million at December 31, 2025. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions or a significant and prolonged decline in our revenue and operating income or a sustained decrease in our stock price. However, an impairment in the future would not impact the company’s liquidity or capital resources.

Income Taxes

The company files U.S. federal, state and numerous foreign income tax returns. The income tax laws are complex and subject to different interpretations by the taxpayer and the relevant taxing authorities. Significant judgment is required in the determination of our annual income tax provision, which includes the assessment of deferred tax assets and uncertain tax positions, as well as the interpretation and application of existing and newly enacted tax laws, regulation changes and new judicial rulings. Therefore, it is possible that actual results will vary from those recognized in our Consolidated Financial Statements due to changes in the interpretation of applicable guidance or as a result of examinations by taxing authorities.

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Deferred tax assets, net of any associated valuation allowance, have been recognized based on management's belief that taxable income of the appropriate character, more likely than not, will be sufficient to realize the benefits of these assets over time. In the event that actual results differ from our expectations, or if our historical trends of positive operating income changes, we may be required to record a valuation allowance on some or all of these deferred tax assets, which may have a significant effect on our financial condition and results of operations. In assessing whether a valuation allowance should be established against a deferred income tax asset, the company considers all available evidence, which includes the nature, frequency and severity of recent losses, forecasts of future profitability and the duration of statutory carry back and carry forward periods, among other factors.

In the assessment of uncertain tax positions, significant judgment is required to estimate the range of possible outcomes and determine the probability, on a more likely than not basis, of favorable or unfavorable outcomes upon ultimate settlement of an issue. Changes in the estimate of uncertain tax positions occur periodically due to changes in interpretations of tax laws, the status of examinations by tax authorities and new regulatory or judicial guidance that could impact the relative merits and risk of tax positions. These changes, when they occur, impact tax expense and can materially impact results of operations. The company recognizes any interest and penalties related to unrecognized tax benefits (UTBs) on the Consolidated Statements of Income as components of income tax expense.

CIP

The company consolidates certain investment products in which it has a controlling financial interest, either through a majority voting interest or as the primary beneficiary of a variable interest entity (VIE). Assessing if an entity is a VIE or voting interest entity (VOE) involves judgment and analysis on a structure-by-structure basis. Factors assessed as part of the analysis include the legal organization of the entity, the company's contractual involvement with the entity and any related party or de facto agent implications of the company's involvement with the entity. If the entity qualifies as a VIE and the company is deemed to have the power to direct the activities of the fund that most significantly impact the fund's economic performance and the obligation to absorb losses/right to receive benefits from the fund that could potentially be significant to the fund, then the company is deemed to be the fund's primary beneficiary and is required to consolidate the fund. Assessing if the company has the power to direct the activities that most significantly impact the fund’s economic results may involve significant judgment.

Recent Accounting Standards

See Item 8, Financial Statements and Supplementary Data - Note 1, “Accounting Policies - Accounting Pronouncements Recently Adopted and Pending Accounting Pronouncements.”

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of its business, the company is primarily exposed to market risk in the form of AUM market price risk, securities market risk, interest rate risk and foreign exchange rate risk.

AUM Market Price Risk

The company's investment management revenues are comprised of fees based on the value of AUM. Declines in the market prices of equity and fixed income securities, commodities and derivatives, or other similar financial instruments held in client portfolios could cause revenues to decline because of lower investment management fees by:

•Causing the value of AUM to decrease.

•Causing the returns realized on AUM to decrease (impacting performance fees).

•Causing clients to withdraw funds in favor of investments in markets that they perceive to offer greater opportunity and that the company does not serve.

•Causing clients to rebalance assets away from investments that the company manages into investments that the company does not manage.

•Causing clients to reallocate assets away from products that earn higher revenues into products that earn lower revenues.

Underperformance of client accounts relative to competing products could exacerbate these factors.

Assuming the revenue yield on AUM for the year remains unchanged, a decline in the average AUM for the year would result in a corresponding decline in revenue. Certain expenses, including distribution and compensation expenses, may not vary in proportion with the changes in the market value of AUM. As such, the impact on operating margin or net income of a decline in the market values of AUM may be greater than the percentage decline in the market value of AUM.

Securities Market Risk

The company's exposure to market risk from financial instruments measured at fair value arises primarily from its investments. The following table summarizes the impact of a 10% increase or decrease in the fair values of these financial instruments:


	December 31, 2025
(in millions)	Fair Value		Fair Value assuming 10% increase		Fair Value assuming 10% decrease
Equity investments (1)	$	414.4	$	455.8	$	373.0
Total assets measured at fair value exposed to market risk	$	414.4	$	455.8	$	373.0

Net investments in CIP (2)	$	397.1	$	436.8	$	357.4

____________

(1)If such a 10% increase or decrease in fair values were to occur, the change attributable to $414.4 million of these equity investments would result in a corresponding increase or decrease in our pre-tax earnings. At December 31, 2025, $128.2 million of these equity investments are held to hedge economically certain deferred compensation plans in which the company's employees participate. In addition to holding equity investments, the company has a total return swap (TRS) to economically hedge certain deferred compensation plan liabilities. The notional value of the TRS at December 31, 2025 was $553.0 million. The company recognizes as compensation expense the appreciation or depreciation of the compensation liability over the award's vesting period in proportion to the vested amount of the award. The company immediately recognizes the appreciation or depreciation of these investments, which is included in other gains and losses. This creates a timing difference between the recognition of the compensation expense and the investment gain or loss impacting net income, which will reverse and will offset to zero over the life of the award at the end of the multi-year vesting period.

(2)Upon consolidation, the company's net investments in CIP are eliminated, and the assets and liabilities of the CIP are consolidated in the Consolidated Balance Sheets, which are offset by a noncontrolling interest balance representing the portion of the CIP owned by third parties. The assets of CIP include investments which are measured at fair value. If a 10% increase or decrease in the fair values of Invesco’s net investments in CIP were to occur, it would result in a corresponding increase or decrease in our Net income attributable to Invesco Ltd.

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Cash balances invested in money market funds of $477.9 million have been excluded from the table above. These are valued under the market approach at the NAV of the underlying funds, which is maintained at $1.

Interest Rate Risk

Interest rate risk relates to the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company is exposed to interest rate risk primarily through its Debt and Cash and cash equivalent investments. On December 31, 2025, the interest rates on 48.8% of the company's borrowings were fixed for a weighted average period of 7.9 years, and the company had a balance of $437.7 million on its Revolving Credit Agreement.

The interest rate profile of the financial liabilities of the company on December 31 was:


(in millions)	December 31, 2025			December 31, 2024
Debt
Fixed rate	$	891.5		$	890.6
Floating rate	933.6			—
Total	$	1,825.1		$	890.6

Weighted average interest rate percentage	4.8		%	4.6		%
Weighted average period for which rate is fixed in years	7.9			8.9

See Item 8, Financial Statements and Supplementary Data, Note 8, “Debt,” for additional disclosures relating to the U.S. Dollar floating and fixed rate obligations.

The sensitivity of our financial assets to interest rate risk is immaterial.

Foreign Exchange Rate Risk

The company has transactional currency exposures that occur when any of the company’s subsidiaries receive or pay cash in a currency different from its functional currency. Such exposure arises from sales or purchases by operating subsidiaries in currencies other than the subsidiaries’ functional currencies. These exposures are not actively managed.

In addition, the net assets and financial results of the company's foreign operations are exposed to foreign currency translation risk when translated into U.S. Dollars upon consolidation into Invesco. A strengthening U.S. Dollar has a negative impact on the company's foreign currency denominated earnings when presented in U.S. Dollars. The company's most significant foreign exchange rate risk exposure relates to the translation of Pound Sterling-denominated and Euro-denominated transactions into the U.S. Dollar reporting currency. Item 8, Financial Statements and Supplementary Data, Note 16, "Segment and Geographic Information," contains disclosure of revenue by geography.

The company is also exposed to foreign currency translation risk on monetary assets and liabilities that are held by subsidiaries in different functional currencies than the subsidiaries' functional currencies. The impact of the revaluation is recorded in the Consolidated Statements of Income. Net foreign exchange revaluation losses were $8.3 million in 2025 (2024: zero revaluation gains and losses) and are included in General and administrative expenses and Other gains and losses, net on the Consolidated Statements of Income.

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Item 8. Financial Statements and Supplementary Data

Index to Financial Statements and Supplementary Data


Annual Report of Management on Internal Control over Financial Reporting			61
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			62
Consolidated Balance Sheets as of December 31, 2025 and 2024			64
Consolidated Statements of Income for the years ended December 31, 202 5 , 202 4 and 202 3			65
Consolidated Statements of Comprehensive Income for the years ended December 31, 202 5 , 202 4 and 202 3			66
Consolidated Statements of Cash Flows for the years ended December 31, 202 5 , 202 4 and 202 3			67
Consolidated Statements of Changes in Equity as of and for the years ended December 31, 202 5 , 202 4 and 202 3			68
Notes to the Consolidated Financial Statements			71

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Annual Report of Management on Internal Control over Financial Reporting

Management of the company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f). The company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision, and with the participation of the chief executive officer and chief financial officer, management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Internal Control - Integrated Framework (2013) issued by Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that the company’s internal control over financial reporting was effective as of December 31, 2025.

The company's independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued a report on the effectiveness of our internal control over financial reporting, which is included herein.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Invesco Ltd.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Invesco Ltd. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Annual Report of Management on Internal Control over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Indefinite-Lived Intangible Assets Impairment Assessment for Acquired Management Contracts of U.S. Retail Mutual Funds

As described in Notes 1, 2 and 5 to the consolidated financial statements, the Company’s management contracts indefinite-lived intangible assets, net balance was $3,876.0 million as of December 31, 2025. As disclosed by management, the carrying value of indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds was $2,776.8 million, which included a $1,794.9 million impairment charge for the year ended December 31, 2025. Management tests for impairment annually as of October 1 or more frequently if events or changes in circumstances indicate that the asset might be impaired. If the qualitative assessment indicates that an impairment may be likely or management elects to not perform the qualitative assessment, management performs a quantitative test to determine the fair value of the intangible assets and compares the fair value to the carrying amount of the intangible assets. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized. Fair value is generally determined using an income approach where estimated future cash flows are discounted to arrive at a single present value amount. The most sensitive assumptions used in the income approach are the revenue forecast, the long-term growth rate and the discount rate.

The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible assets impairment assessment for acquired management contracts of U.S. retail mutual funds is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the intangible assets; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue forecast, the long-term growth rate and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible assets impairment assessment for acquired management contracts of U.S. retail mutual funds, including controls over the valuation of the acquired management contracts of U.S. retail mutual fund indefinite-lived intangible assets. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the indefinite lived intangible assets; (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue forecast, the long-term growth rate and the discount rate. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the revenue forecast, long-term growth rate and discount rate assumptions.

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia

February 24, 2026

We have served as the Company’s auditor since 2013.

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Invesco Ltd.

Consolidated Balance Sheets


(in millions, except per share data)	December 31, 2025		December 31, 2024
ASSETS
Cash and cash equivalents	$	1,037.5	$	986.5


Accounts receivable	884.7		740.8
Investments	1,381.1		1,240.0
Other assets	857.6		1,120.7
Property, equipment and software, net	378.9		479.0
Intangible assets, net	3,927.3		5,749.3
Goodwill	8,477.1		8,318.1
Investments and other assets of CIP (1):	10,149.8		8,374.5
Total assets	$	27,094.0	$	27,008.9
LIABILITIES
Accrued compensation and benefits	$	1,091.2	$	1,029.2
Accounts payable and accrued expenses	1,303.7		1,285.3
Debt	1,825.1		890.6
Deferred tax liabilities, net	901.5		1,281.9
Debt and other liabilities of CIP (1):	8,967.6		6,853.1
Total liabilities	14,089.1		11,340.1
Commitments and contingencies (See Note 17)
TEMPORARY EQUITY
Redeemable noncontrolling interests in consolidated entities	75.4		544.7
PERMANENT EQUITY
Equity attributable to Invesco Ltd.:
Preferred shares ($0.20 par value; $1,000 liquidation preference; 4.0 million authorized and issued; 2.5 million outstanding as of December 31, 2025 (December 31, 2024: 4.0 million outstanding)	2,510.5		4,010.5
Common shares ($0.20 par value; 1,050.0 million authorized; 566.1 million shares issued as of December 31, 2025 and 2024)	113.2		113.2
Additional paid-in-capital	7,269.1		7,334.6
Treasury shares	(2,825.7)		(2,852.7)
Retained earnings	5,886.8		6,990.4
Accumulated other comprehensive income/(loss), net of tax	(722.9)		(1,036.1)
Total equity attributable to Invesco Ltd.	12,231.0		14,559.9
Equity attributable to nonredeemable noncontrolling interests in consolidated entities	698.5		564.2
Total permanent equity	12,929.5		15,124.1
Total liabilities, temporary and permanent equity	$	27,094.0	$	27,008.9

(1) See Note 18, “Consolidated Investment Products,” for balances related to consolidated VIEs.

See accompanying notes to consolidated financial statements.

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Invesco Ltd.

Consolidated Statements of Income


	Years ended December 31,
(in millions, except per common share data)	2025		2024		2023
Operating revenues:
Investment management fees	$	4,615.3	$	4,342.3	$	4,106.0
Service and distribution fees	1,518.1		1,479.7		1,374.6
Performance fees	41.5		46.4		46.7
Other	202.2		198.6		189.1
Total operating revenues	6,377.1		6,067.0		5,716.4
Operating expenses:
Third-party distribution, service and advisory	2,127.1		2,025.6		1,825.2
Employee compensation	2,002.8		2,014.2		1,885.8
Marketing	84.0		81.3		82.1
Property, office and technology	450.0		474.3		450.1
General and administrative	576.5		594.7		567.6
Transaction, integration and restructuring	—		—		41.6
Amortization and impairment of intangible assets	1,832.4		44.8		1,298.8
Total operating expenses	7,072.8		5,234.9		6,151.2
Operating income/(loss)	(695.7)		832.1		(434.8)
Other income/(expense):
Equity in earnings of unconsolidated affiliates	104.8		43.0		71.3
Interest and dividend income	53.9		58.9		47.8
Interest expense	(82.5)		(58.0)		(70.5)
Other gains/(losses), net	55.9		47.7		98.0
Other income/(expense) of CIP, net	184.2		81.6		50.3
Income/(loss) before income taxes	(379.4)		1,005.3		(237.9)
Income tax benefit/(provision)	204.6		(252.9)		69.7
Net income/(loss)	(174.8)		752.4		(168.2)
Net (income)/loss attributable to noncontrolling interests in consolidated entities	(106.9)		22.4		71.3
Dividends declared on preferred shares	(204.6)		(236.8)		(236.8)
Cost of preferred share repurchase	(240.0)		—		—
Net income/(loss) attributable to Invesco Ltd.	$	(726.3)	$	538.0	$	(333.7)

Earnings per common share:
-basic	$	(1.60)	$	1.18	$	(0.73)
-diluted	$	(1.60)	$	1.18	$	(0.73)

See accompanying notes to consolidated financial statements.

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Invesco Ltd.

Consolidated Statements of Comprehensive Income


	Years ended December 31,
(in millions)	2025		2024		2023
Net income/(loss)	$	(174.8)	$	752.4	$	(168.2)
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries	311.2		(234.3)		144.9

Other comprehensive income/(loss), net of tax	2.0		—		(4.3)
Other comprehensive income/(loss)	313.2		(234.3)		140.6
Total comprehensive income/(loss)	138.4		518.1		(27.6)
Comprehensive loss/(income) attributable to noncontrolling interests in consolidated entities	(106.9)		22.4		71.3
Dividends declared on preferred shares	(204.6)		(236.8)		(236.8)
Cost of preferred share repurchase	(240.0)		—		—
Comprehensive income/(loss) attributable to Invesco Ltd.	$	(413.1)	$	303.7	$	(193.1)

See accompanying notes to consolidated financial statements.

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Invesco Ltd.

Consolidated Statements of Cash Flows


	Years ended December 31,
(in millions)	2025		2024		2023
Operating activities:
Net income/(loss)	$	(174.8)	$	752.4	$	(168.2)
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Amortization and depreciation	155.9		179.6		182.8
Impairment of intangible assets	1,794.9		—		1,248.9
Common share-based compensation expense	80.0		104.6		114.6

Other (gains)/losses, net	(52.4)		(45.1)		(97.3)
Other (gains)/losses of CIP, net	(67.9)		57.9		176.3
Equity in earnings of unconsolidated affiliates	(104.8)		(43.0)		(71.3)
Distributions from equity method investees	46.8		82.1		69.4
Changes in operating assets and liabilities:
(Purchase)/sale of investments by CIP, net	41.3		17.1		(50.8)
(Purchase)/sale of investments, net	22.7		(61.8)		69.4
(Increase)/decrease in receivables and other assets	(5.6)		319.7		448.7
Increase/(decrease) in payables and other liabilities	(210.8)		(173.5)		(621.7)
Net cash provided by/(used in) operating activities	1,525.3		1,190.0		1,300.8
Investing activities:
Purchase of property, equipment and software	(84.3)		(69.1)		(164.3)

Purchase of investments by CIP	(5,358.2)		(4,134.7)		(3,214.4)
Sale of investments by CIP	4,207.1		4,479.5		3,111.6
Purchase of investments	(39.2)		(293.2)		(65.2)
Sale of investments	—		0.2		26.8
Capital distribution from equity method investees	63.1		126.8		23.3



Proceeds from sale of businesses	236.5		—		—
Other investing activities	—		—		46.2
Net cash inflows/(outflows) upon consolidation/deconsolidation of CIP	0.6		(41.1)		(8.3)
Net cash provided by/(used in) investing activities	(974.4)		68.4		(244.3)
Financing activities:
Purchases of treasury shares	(123.6)		(79.3)		(187.5)
Repurchase of preferred shares	(1,740.0)		—		—
Dividends paid - preferred	(204.6)		(236.8)		(236.8)
Dividends paid - common	(377.3)		(371.5)		(357.9)

Third-party capital invested into CIP	214.9		150.0		201.2
Third-party capital distributed by CIP	(194.3)		(201.1)		(255.6)
Borrowings of debt of CIP	4,862.4		1,488.8		703.0
Repayments of debt of CIP	(3,517.4)		(1,811.7)		(451.8)
Borrowings of Revolving Credit Agreement	2,796.2		2,269.5		—
Repayments of Revolving Credit Agreement	(2,358.5)		(2,269.5)		—
Net proceeds from Term Loan Agreements	992.7		—		—
Repayment of debts	(500.0)		(600.0)		—





Net cash provided by/(used in) financing activities	(149.5)		(1,661.6)		(585.4)
Increase/(decrease) in cash and cash equivalents	401.4		(403.2)		471.1
Foreign exchange movement on cash and cash equivalents	45.5		(30.3)		24.0
Foreign exchange movement on cash and cash equivalents of CIP	36.9		(2.1)		2.4
Cash and cash equivalents, beginning of period	1,496.0		1,931.6		1,434.1
Cash and cash equivalents, end of period	$	1,979.8	$	1,496.0	$	1,931.6

Cash and cash equivalents	$	1,037.5	$	986.5	$	1,469.2

Cash and cash equivalents of CIP	942.3		509.5		462.4
Total cash and cash equivalents per consolidated statement of cash flows	1,979.8		1,496.0		1,931.6

Supplemental Cash Flow Information:
Interest paid	(77.2)		(53.6)		(68.2)
Interest received	27.5		35.5		31.0
Taxes paid	(238.7)		(236.3)		(195.1)

See accompanying notes to consolidated financial statements.

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Invesco Ltd.

Consolidated Statements of Changes in Equity


	Equity Attributable to Invesco Ltd.
(in millions, except per share data)	Preferred Shares		Common Shares		Additional Paid-in-Capital		Treasury Shares		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Total Equity Attributable to Invesco Ltd.		Nonredeemable Noncontrolling Interests in Consolidated Entities		Total Permanent Equity		Redeemable Noncontrolling Interests in Consolidated Entities/Temporary Equity
January 1, 2025	$	4,010.5	$	113.2	$	7,334.6	$	(2,852.7)	$	6,990.4	$	(1,036.1)	$	14,559.9	$	564.2	$	15,124.1	$	544.7
Net income/(loss)	—		—		—		—		(281.7)		—		(281.7)		86.9		(194.8)		20.0
Other comprehensive income/(loss)	—		—		—		—		—		313.2		313.2		—		313.2		—
Change in noncontrolling interests in consolidated entities, net	—		—		—		—		—		—		—		47.4		47.4		(489.3)
Issuance of shares	—		—		—		—		—		—		—		—		—		—
Dividends declared - preferred ($59.00 per share)	—		—		—		—		(204.6)		—		(204.6)		—		(204.6)		—
Dividends declared - common ($0.835 per share)	—		—		—		—		(377.3)		—		(377.3)		—		(377.3)		—
Employee common share plans:
Common share-based compensation	—		—		80.0		—		—		—		80.0		—		80.0		—
Vested common shares	—		—		(133.2)		133.2		—		—		—		—		—		—
Other common share awards	—		—		(12.3)		17.7		—		—		5.4		—		5.4		—
Purchase of common shares	—		—		—		(123.9)		—		—		(123.9)		—		(123.9)		—
Repurchase of preferred shares	(1,500.0)		—		—		—		(240.0)		—		(1,740.0)		—		(1,740.0)		—
December 31, 2025	$	2,510.5	$	113.2	$	7,269.1	$	(2,825.7)	$	5,886.8	$	(722.9)	$	12,231.0	$	698.5	$	12,929.5	$	75.4

See accompanying notes to consolidated financial statements.

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Invesco Ltd.

Consolidated Statements of Changes in Equity (continued)


	Equity Attributable to Invesco Ltd.
(in millions, except per share data)	Preferred Shares		Common Shares		Additional Paid-in-Capital		Treasury Shares		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Total Equity Attributable to Invesco Ltd.		Nonredeemable Noncontrolling Interests in Consolidated Entities		Total Permanent Equity		Redeemable Noncontrolling Interests in Consolidated Entities/Temporary Equity
January 1, 2024	$	4,010.5	$	113.2	$	7,451.6	$	(3,002.6)	$	6,826.7	$	(801.8)	$	14,597.6	$	572.7	$	15,170.3	$	745.7


Net income/(loss)	—		—		—		—		774.8		—		774.8		31.4		806.2		(53.8)
Other comprehensive income/(loss)	—		—		—		—		—		(234.3)		(234.3)		—		(234.3)		—
Change in noncontrolling interests in consolidated entities, net	—		—		—		—		—		—		—		(39.9)		(39.9)		(147.2)

Dividends declared - preferred ($59.00 per share)	—		—		—		—		(236.8)		—		(236.8)		—		(236.8)		—
Dividends declared - common ($0.815 per share)	—		—		—		—		(374.3)		—		(374.3)		—		(374.3)		—
Employee common share plans:
Common share-based compensation	—		—		104.6		—		—		—		104.6		—		104.6		—
Vested common shares	—		—		(211.0)		211.0		—		—		—		—		—		—
Other common share awards	—		—		(10.6)		18.2		—		—		7.6		—		7.6		—
Purchase of common shares	—		—		—		(79.3)		—		—		(79.3)		—		(79.3)		—
December 31, 2024	$	4,010.5	$	113.2	$	7,334.6	$	(2,852.7)	$	6,990.4	$	(1,036.1)	$	14,559.9	$	564.2	$	15,124.1	$	544.7

See accompanying notes to consolidated financial statements.

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Invesco Ltd.

Consolidated Statements of Changes in Equity (continued)


	Equity Attributable to Invesco Ltd.
(in millions, except per share data)	Preferred Shares		Common Shares		Additional Paid-in-Capital		Treasury Shares		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Total Equity Attributable to Invesco Ltd.		Nonredeemable Noncontrolling Interests in Consolidated Entities		Total Permanent Equity		Redeemable Noncontrolling Interests in Consolidated Entities/Temporary Equity
January 1, 2023	$	4,010.5	$	113.2	$	7,554.9	$	(3,040.9)	$	7,518.3	$	(942.4)	$	15,213.6	$	629.9	$	15,843.5	$	998.7


Net income/(loss)	—		—		—		—		(96.9)		—		(96.9)		(35.2)		(132.1)		(36.1)
Other comprehensive income/(loss)	—		—		—		—		—		140.6		140.6		—		140.6		—
Change in noncontrolling interests in consolidated entities, net	—		—		—		—		—		—		—		(22.0)		(22.0)		(216.9)

Dividends declared - preferred ($59.00 per share)	—		—		—		—		(236.8)		—		(236.8)		—		(236.8)		—
Dividends declared - common ($0.7875 per share)	—		—		—		—		(357.9)		—		(357.9)		—		(357.9)		—
Employee common share plans:
Common share-based compensation	—		—		114.6		—		—		—		114.6		—		114.6		—
Vested common shares	—		—		(209.2)		209.2		—		—		—		—		—		—
Other common share awards	—		—		(8.7)		16.6		—		—		7.9		—		7.9		—
Purchase of common shares	—		—		—		(187.5)		—		—		(187.5)		—		(187.5)		—
December 31, 2023	$	4,010.5	$	113.2	$	7,451.6	$	(3,002.6)	$	6,826.7	$	(801.8)	$	14,597.6	$	572.7	$	15,170.3	$	745.7

See accompanying notes to consolidated financial statements.

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Invesco Ltd.

Notes to the Consolidated Financial Statements

1. ACCOUNTING POLICIES

Corporate Information

The company provides retail and institutional clients with an array of investment management capabilities. The company operates globally and its sole business is investment management.

Accounting Pronouncements Recently Adopted

Income Tax Disclosures. Effective January 1, 2025, the company adopted Accounting Standards Update 2023-09, "Income Taxes: Improvements to Income Tax Disclosures" (ASU 2023-09), on a prospective basis, which requires disaggregated income tax disclosures of the effective tax rate reconciliation and income taxes paid. See Note 14, "Taxation."

Pending Accounting Pronouncements

Disaggregation of Income Statement Expenses. In November 2024, the FASB issued Accounting Standards Update 2024-03, "Disaggregation of Income Statement Expenses" (ASU 2024-03). The standard requires the disaggregated disclosure of certain income statement items. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and early adoption is permitted. The company is currently evaluating the impact of this amendment on its Consolidated Financial Statements.

Accounting for Internal-Use Software. In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software" (ASU 2025-06). The standard clarifies and modernizes the accounting for costs related to internal-use software. ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027. Early adoption is permitted. The company is currently evaluating the impact on its Consolidated Financial Statements.

Basis of Presentation

The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. and with rules and regulations of the SEC and consolidate the financial statements of the Parent and all of its controlled subsidiaries. In the opinion of management, the Consolidated Financial Statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition and results of operations for the periods presented. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation.

The Consolidated Financial Statements have been prepared primarily on the historical cost basis; however, certain items are presented using other bases such as fair value, where such treatment is required or voluntarily elected. The financial statements of subsidiaries, with the exception of certain CIP, are prepared for the same reporting period as the Parent and use consistent accounting policies, which, where applicable, have been adjusted to U.S. GAAP from local generally accepted accounting principles or reporting regulations. The financial information of certain CIP is included in the company's Consolidated Financial Statements on a lag (generally three months) based upon the availability of fund financial information. Noncontrolling interests in consolidated entities represents the interests in certain entities consolidated by the company either because the company has control over the entity or has determined that it is the primary beneficiary, but the company does not own all of the entity's equity. To the extent that noncontrolling interests represent equity which is redeemable or convertible for cash or other assets at the option of the equity holder, these are deemed to represent temporary equity, and are classified as equity attributable to redeemable noncontrolling interests in the Consolidated Balance Sheets. Nonredeemable noncontrolling interests are classified as a component of permanent equity.

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Basis of Accounting and Consolidation

In addition to consolidating the financial statements of the Parent and all of its controlled subsidiaries, the Consolidated Financial Statements include the consolidation of certain investment products that meet the definition of either a VOE, if the company is deemed to have a controlling financial interest in the fund, or a VIE, if the company has been deemed to be the primary beneficiary of the fund.

Certain of these investment products including, but not limited to, CLOs, funds that are structured as partnership entities (such as private equity funds, real estate funds and fund-of-funds) and certain non-U.S. mutual funds are considered, for accounting and consolidation analysis purposes, to be VIEs. A VIE, in the context of the company and its managed funds, is a fund that does not have sufficient equity to finance its operations without additional subordinated financial support, or a fund for which the risks and rewards of ownership are not directly linked to voting interests. If the company is deemed to have the power to direct the activities of the fund that most significantly impact the fund's economic performance and the obligation to absorb losses/right to receive benefits from the fund that could potentially be significant to the fund, then the company is deemed to be the fund's primary beneficiary and is required to consolidate the fund.

The company's economic risk with respect to each investment in a CIP is limited to its equity ownership and any uncollected management and performance fees. See Note 18, "Consolidated Investment Products," for additional information regarding the impact of CIP.

The company assesses modifications to existing funds on an ongoing basis to determine if a significant reconsideration event has occurred. The consolidation analysis includes a detailed review of the terms of the fund's governing documents and a comparison of the significant terms against the consolidation criteria in ASC Topic 810, including a determination of whether the fund is a VIE or a VOE. Seed capital and co-investments in managed funds in which the company has determined that it is the primary beneficiary or in which the company has a controlling financial interest are consolidated if the impact of doing so is deemed material. If the company subsequently determines that it no longer controls the managed funds in which it has invested, or no longer has an obligation to absorb losses or rights to receive benefits, the company will deconsolidate the funds. If there are any remaining holdings in the managed funds or if the managed funds are not required to be consolidated, the investment is no longer accounted for as CIP and is moved to the investments line item in the balance sheet and is accounted for as described in the "Investments" accounting policy below.

All of the investments held by VIEs are presented at fair value in the company's Consolidated Balance Sheets at December 31, 2025 and 2024. The company has elected the fair value option under ASC Topic 825-10-25 for measuring the collateral assets held and notes issued by its consolidated CLOs to eliminate inconsistencies that would otherwise arise from using different accounting bases. The notes issued by consolidated CLOs are measured under the measurement alternative that requires the reporting entity to measure both the financial assets and liabilities of the CLOs using the more observable fair value. By electing the fair value option, the notes issued by the CLOs are measured based on the fair value of the net assets of the CLOs. Gains or losses related to assets and liabilities of consolidated CLOs are offset in Other income/(expense) of CIP, net in the Consolidated Statements of Income. Net income (loss) attributable to Invesco Ltd. includes only the changes in fair value of the company’s economic interests in the consolidated CLOs due to the elimination of net income (loss) related to noncontrolling interests.

Divestitures

From time to time the company may enter into agreements to sell various assets or groups of assets, referred to as a disposal group, outside of the ordinary course of business. A disposal group is classified as held for sale in the period in which all of the following criteria are met: management commits to a plan to sell the disposal group; the disposal group is available for immediate sale; the sale and transfer of the disposal group is expected within one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. If the disposal group meets the definition of a business, goodwill is allocated to the disposal group based on its relative fair value. A disposal group that is classified as held for sale is assessed for impairment at the time of classification and measured at the lower of its carrying value or fair value less costs to sell. Any resulting impairment loss is reflected within Other gains/(losses), net in the Consolidated Statements of Income. The associated assets and liabilities are presented on the Consolidated Balance Sheets within Other assets and Accounts payable and accrued expenses, respectively.

At the date control of the disposal group is lost, all related assets and liabilities are derecognized from the Consolidated Balance Sheets and any retained interest is recorded at fair value within Investments on the Consolidated Balance Sheets. The difference between the assets and liabilities of the disposal group, the fair value of any retained interest, and the fair value of

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consideration received is recognized as a gain or loss on sale within Other gains/(losses), net in the Consolidated Statements of Income.

During the year ended December 31, 2025, the company completed divestitures of Invesco Asset Management (India) Private Limited and intelliflo, both formerly wholly owned subsidiaries. As of December 31, 2025, the company holds a minority investment in Invesco Asset Management (India) Private Limited that is accounted for under the equity method as described in the "Investments" accounting policy below. As of December 31, 2024, Invesco Asset Management (India) Private Limited's business was classified as held for sale.

Use of Estimates

In preparing the Consolidated Financial Statements, management is required to make estimates and assumptions that affect reported revenues, expenses, assets, liabilities and disclosure of contingent liabilities. The primary estimates and assumptions relate to goodwill and intangible impairment, certain investments which are carried at fair value, post-employment benefit plan obligations, income taxes and contingent losses. Additionally, estimation is involved when determining investment and debt valuation for certain CIP; however, changes in the fair values of these amounts are largely offset by noncontrolling interests. Use of available information and application of judgment are inherent in the formation of estimates. Actual results in the future could differ from such estimates, and the differences may be material to the Consolidated Financial Statements.

Change in Accounting Estimate

During the year ended December 31, 2024, the company made changes to the retirement criteria for vesting of outstanding Long-Term Awards which resulted in the accelerated recognition of $147.6 million in Employee compensation expense due to a change in the company's estimate of the Long-Term Awards granted to employees who met the retirement criteria that will eventually vest.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash held at banks and short-term investments with a maturity of three months or less (primarily held in affiliated money market funds). Cash and cash equivalents of CIP are not available for general use by the company and are included in Investments and other assets of CIP on the Consolidated Balance Sheets.

Cash balances may not be readily accessible to the Parent due to capital adequacy requirements of certain of our subsidiaries. We meet these requirements in part by holding Cash and cash equivalents. This retained cash can be used for general business purposes in the countries where it is located and is therefore not considered restricted cash.

Investments

The majority of the company’s investment balances relate to balances held in affiliated funds and equity method investees. In the normal course of business, the company invests in various types of affiliated investment products, either as “seed capital” or as longer-term investments alongside third-party investors, typically referred to as “co-investments.” Seed capital investments are investments held in Invesco managed funds with the purpose of providing capital to the funds during their development periods to allow the funds to achieve critical mass, establish their track records and obtain third-party investments. Seed capital may also be held for regulatory purposes in certain jurisdictions. Co-investments are often required by third-party investors in closed-ended funds to demonstrate an alignment of the investment manager’s interests with those of the third-party investors. The company also invests in affiliated funds in connection with its deferred compensation plans.

Investments are primarily categorized as equity investments and equity method investments. See Note 3, “Investments,” for additional details.

Equity investments include seed capital, investments held to settle the company's deferred compensation plan liabilities and other equity securities. Equity investments are securities bought and held principally for the purpose of selling them in the near term. Equity investments are measured at fair value. Gains or losses arising from changes in the fair value of equity investments are included in income.

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Equity method investments include investments over which the company is deemed to have significant influence. Significant influence typically exists when the company owns between 20% to 50% of an investee, although other factors are considered including representation on the Board, the concentration of other shareholders and the impacts of contractual arrangements. The equity method of accounting requires that the investment is initially recorded at cost, including any excess value paid over the book value of the investment acquired. The carrying amount of the investment is increased or decreased to recognize the company's share of the after-tax profit or loss of the investee after the date of acquisition and is decreased as distributions are received. Distributions received from equity method investees are classified in the Consolidated Statements of Cash Flows as either operating or investing activities based on the nature of the distribution. The proportionate share of income or loss is included in Equity in earnings of unconsolidated affiliates in the Consolidated Statements of Income.

Fair Value

Fair value is determined using a valuation hierarchy (discussed in Note 2, “Fair Value of Assets and Liabilities”), generally by reference to an active trading market, using quoted closing or bid prices as of each reporting period end. When a readily ascertainable market value does not exist for an investment, the fair value is calculated based on the expected cash flows of its underlying net asset base, taking into account applicable discount rates and other factors. Judgment is used to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive. As a practical expedient, the company may elect to use NAV as the fair value for certain CIP.

Property, Equipment, Software and Depreciation

Property, equipment and software includes owned property, leasehold improvements, computer hardware/software and other equipment and is stated at cost less accumulated depreciation or amortization and any previously recorded impairment in value. Expenditures for major additions and improvements are capitalized; minor replacements, maintenance and repairs are charged to expense as incurred. Amounts incurred are presented as work-in-progress until the construction or purchase of the property and equipment is substantially complete and ready for its intended use, at which point, the asset will begin to be depreciated or amortized. Depreciation or amortization is provided on property, equipment and software at rates calculated to write off the cost, less estimated residual value, on a straight-line basis over the asset's expected useful life: owned buildings over 50 years, leasehold improvements over the shorter of the lease term or useful life of the improvement; and computers and other equipment between three and seven years.

Purchased and internally developed software is capitalized if the costs can be measured reliably, and it is probable that the asset will generate future economic benefits. For internally developed software, the company capitalizes certain internal and external costs incurred related to software development activities that will generate future economic benefits. These capitalized costs are amortized into operating expenses on a straight-line basis over the software's useful life, generally five to seven years. Depreciation or amortization expense is included in Property, office and technology expense on the Consolidated Income Statement.

The company reevaluates the useful life determination for property, equipment and software each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. Upon a sale or retirement, the asset cost and related accumulated depreciation or amortization are removed from the Consolidated Financial Statements and any related gain or loss is reflected in income.

The carrying amounts of property, equipment and software are reviewed for impairment when events or changes in circumstances indicate that the carrying values may not be recoverable. At each reporting date, an assessment is made to identify any indicators of impairment. An impairment test is performed if an impairment indicator is identified.

Intangible Assets

Intangible assets identified on the acquisition of a business are capitalized separately from goodwill if the fair value can be measured reliably on initial recognition (transaction date). Intangible assets consist primarily of mutual fund and other client management contracts, customer relationships and distribution agreements. Certain management contracts are managed and operated on a single global platform and are therefore reviewed in aggregate as one unit of valuation. These contracts are considered interchangeable because investors may freely transfer between funds.

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Intangible assets that are determined to be finite-lived are amortized on a straight-line basis over their useful lives, from two to ten years, which reflects the pattern in which the economic benefits are realized. The company reviews intangible assets each reporting period to determine whether events or circumstances have occurred that indicate the expected period of economic benefit may no longer be appropriate or there is an indication of impairment. If there is an indication of impairment, management will perform an impairment analysis.

Where evidence exists that the underlying agreements have a high likelihood of continued renewal at little or no cost to the company, the intangible asset is assigned an indefinite life and is tested for impairment annually as of October 1st or more frequently if events or changes in circumstances indicate that the asset might be impaired. When testing intangible assets for impairment, management has the option to first perform a qualitative assessment. If the qualitative assessment indicates that an impairment may be likely or management elected to not perform the qualitative assessment, management performs a quantitative test to determine the fair value of the intangible assets and compares the fair value to the carrying amount of the intangibles assets. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Fair value is generally determined using an income approach where estimated future cash flows are discounted to arrive at a single present value amount.

Goodwill

Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1st and between annual tests when events and circumstances indicate that impairment may have occurred.

The company has determined that it has one reporting unit for goodwill impairment testing purposes which is consistent with internal management reporting and management's oversight of operations. The company evaluated the components of its business, which are the business units one level below the operating segment level, to make this determination. The company's operating segment represents one reporting unit because all of the components are similar due to the common nature of products and services offered, the type of clients, the methods of distribution, the manner in which each component is operated, and the extent to which the components share assets and resources and benefit from common product development efforts.

The company has the option to first qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative assessment indicates that an impairment may be likely or management elected to not perform the qualitative assessment, a quantitative impairment test is performed at the reporting unit level. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized for the reporting unit in an amount equal to that excess. However, the impairment cannot exceed the total amount of goodwill allocated to the reporting unit.

The principal method of determining fair value of the reporting unit is an income approach where estimated future cash flows are discounted to arrive at a single present value amount. The discount rate used is derived based on the weighted average cost of capital and the risk profile of the stream of future cash flows. The calculated present value amount is the fair value of the reporting unit.

Debt Issuance Costs

Debt issuance costs related to the issuance of senior notes are presented as a deduction from the carrying amount of the related debt liability. Debt issuance costs related to the company's Revolving Credit Agreement are presented as a deferred asset within Other assets on the company's Consolidated Balance Sheets. Debt issuance costs are amortized over the term of the debt using the effective interest method and are reflected in Interest expense in the Consolidated Statements of Income. After initial recognition, debt issuance costs are measured at amortized cost.

Revenue Recognition

Revenue is measured and recognized based on the five step process outlined in ASC Topic 606, "Revenue from Contracts with Customers." Revenue is determined based on the transaction price negotiated with the customer, net of discounts, value added tax and other sales-related taxes.

Investment management fees are derived from providing professional services to manage client accounts and sponsored investment vehicles. Investment management services are satisfied over time as the services are provided and are typically based upon a percentage of the value of the client’s AUM. Investment management fees for certain arrangements include fees for distribution and administrative-related services. Any fees collected in advance are deferred and recognized as income over the period in which services are rendered.

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Service fees are earned for services rendered relating to fund accounting, transfer agent, administrative and/or other maintenance activities performed for sponsored investment vehicles. Service fees are generally based upon a percentage of the value of the AUM. Service fees are also earned from the delivery of digital solutions to our customers. All of these services are satisfied over time.

The company provides distribution services to certain sponsored investment vehicles. Fees are generally earned based upon a percentage of the value of the AUM, as the fee amounts do not crystallize completely upon the sale of a share or unit. Accordingly, the distribution fee revenues are recognized over time as the amount of the fees becomes known. For example, U.S. distribution fees can include 12b-1 fees earned from certain mutual funds to cover allowable sales and marketing expenses for those funds and also include asset-based sales charges paid by certain mutual funds for a period of time after the sale of those funds. Generally, retail products offered outside of the U.S. do not generate a separate distribution fee; the quoted management fee rate is inclusive of these services. The company also has certain arrangements whereby the distribution fees are paid upon the subscription or redemption of a share or unit.

Performance fee revenues, including carried interests and performance fees related to partnership investments and separate accounts, are generated on certain management contracts when performance hurdles are achieved. Such fee revenues are recorded in Operating revenues when the contractual performance criteria have been met and when it is probable that a significant reversal of revenue recognized will not occur in future reporting periods. Cash receipt of performance fees generally occurs after the performance fee revenue is earned; however, the company may receive, from time-to-time, cash distributions of carried interest before any revenue is earned. Such distributions are reflected as deferred carried interest liabilities within Accounts payable and accrued expenses on the Consolidated Balance Sheets. Given the uniqueness of each fee arrangement, performance fee contracts are evaluated on an individual basis to determine the timing of revenue recognition.

Other revenues include fees derived primarily from transaction commissions earned upon the sale of new investments into certain of our funds and fees earned upon the completion of transactions in our real estate and private equity asset groups. These transaction fees are recorded in the Consolidated Statements of Income on the date when Invesco’s services are complete, which typically coincides with when the transactions are legally complete.

Principal versus Agent

The company utilizes third-party service providers to fulfill certain performance obligations in its revenue agreements. Generally, the company is deemed to be the principal in these arrangements because the company controls the investment management and other related services before they are transferred to customers. Such control is evidenced by the company’s primary responsibility to customers and the ability to negotiate the third-party contract price as well as select and direct third-party service providers, or a combination of these factors. Therefore, investment management and service and distribution fee revenues and the related third-party distribution, service and advisory expenses are reported on a gross basis.

As discussed above, the revenues from the company’s U.S. retail operations include 12b-1 distribution fees, which are largely passed through to brokers who sell the funds. The fees passed through to the broker dealers are included in third-party distribution expenses along with additional marketing support distribution costs. Both the revenues and the costs are dependent on the underlying AUM of the brokers' clients. Third-party distribution expenses also include the amortization of upfront commissions paid to broker-dealers for sales of fund shares with a CDSC (a charge levied to the investor for client redemption of AUM within a certain contracted period of time). The upfront distribution commissions are amortized over the redemption period. Also included in third-party distribution, service and advisory expenses are sub-transfer agency fees that are paid to third parties for processing client common share purchases and redemptions, call center support and client reporting. These costs are reimbursed by the related funds and are included in service and distribution fees.

Common Share-Based Compensation

The company issues equity-settled common share-based awards to certain employees, which are measured at fair value at the date of grant. Fair value for the common share awards representing equity interests identical to those associated with common shares traded in the open market is determined using the market price at the date of grant. The fair value determined at the grant date is expensed, based on the company's estimate of common shares that will eventually vest, on a straight-line or accelerated basis over the vesting period.

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Deferred Compensation

The company grants deferred cash awards to certain employees which are linked in value to investment products. During the vesting period, employees earn a return linked to the appreciation or depreciation of specified investments. The company recognizes as compensation expense the value of the liability to employees, including the appreciation or depreciation of the liability, over the award's vesting period in proportion to the vested amount of the award.

The company currently economically hedges the exposure to market movements on certain of these awards by either holding the underlying investment products on its balance sheet or through a TRS financial instrument. The company immediately recognizes the full value of the investment in Investments on the Consolidated Balance Sheets and any subsequent appreciation or depreciation of the investments, in Other gains/(losses), net in the Consolidated Statements of Income.

Pensions

For defined contribution plans, contributions payable related to the accounting period are expensed and included in Employee compensation expense. For defined benefit plans, the cost of providing benefits is separately determined for each plan using the projected unit credit method, based on actuarial valuations performed at each balance sheet date. The company's annual measurement date is December 31st. A portion of actuarial gains and losses is expensed and included in Other gains/(losses), net if the net cumulative unrecognized actuarial gain or loss at the end of the prior period exceeds the greater of 10.0% of the present value of the defined benefit obligation (before deducting plan assets) at that date and 10.0% of the fair value of any plan assets.

Leases

The company determines whether an arrangement is a lease at contract inception. Lease liabilities and right-of-use assets are recognized on the lease commencement date based on the net present value of fixed lease payments over the lease term. The company includes options to extend or terminate a lease within the lease term when it is reasonably certain the option will be exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease liabilities represent an obligation to make lease payments arising from a lease, and right-of-use assets represent a right to use an underlying asset during the lease term. Right-of-use assets exclude capital improvement funding and other lease concessions provided by the landlord.

As the company's leases generally do not have a readily determinable implicit rate, the company uses its incremental borrowing rate to determine the present value of fixed lease payments based on information available at the lease commencement date. Fixed lease expenses for operating leases are generally recognized on a straight-line basis over the lease term. The company combines lease components and non-lease components such as fixed maintenance and other costs into a single lease component, which results in the capitalization of all fixed payments within lease liabilities and right-of-use assets. Variable lease payments, such as variable maintenance costs or payments based on an index rate or usage, are expensed as incurred and are excluded from lease liabilities and right-of-use assets.

Taxation

Deferred tax assets and liabilities are recorded for temporary differences between the reported amounts of assets and liabilities in the financial statements and their respective tax bases, using the enacted statutory tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the income tax provision in the period in which the change is enacted. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets to the amount that is more likely than not to be realized. The company recognizes all excess tax benefits and deficiencies related to common share-based awards as a discrete item in the income tax provision in the period in which the awards vest. The company records a liability for UTBs resulting from uncertain tax positions taken or expected to be taken in a tax return. The company recognizes interest and penalties related to income tax matters in the income tax provision.

Earnings Per Common Share

Basic and diluted EPS are computed using the two-class method, which treats unvested restricted common shares as if they were a separate class of common shares. Under the two-class method, Net income attributable to Invesco is adjusted for the allocation of earnings to the unvested restricted common shares. In addition, the weighted-average common shares outstanding is adjusted for unvested restricted common shares.

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Comprehensive Income

The company's Other comprehensive income/(loss) consists of foreign currency translation adjustments and employee benefit plan liability adjustments. Such amounts are recorded net of applicable taxes.

Translation of Foreign Currencies

Transactions in foreign currencies (currencies other than the functional currencies of the company's subsidiaries) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are remeasured into the functional currencies of the company's subsidiaries at the rates prevailing at the balance sheet date. The revaluation of these transactions is included in the Consolidated Statements of Income.

The company's reporting currency and the functional currency of the Parent is U.S. Dollars. On consolidation, the assets and liabilities of the company's subsidiaries, whose functional currencies are currencies other than the U.S. Dollar, are translated at the rates of exchange prevailing at the balance sheet date. Exchange differences arising on the translation of the assets and liabilities of foreign operations are recorded directly to accumulated other comprehensive income in equity until the complete or substantially complete liquidation of an operation, at which time, the cumulative exchange difference is recognized in the Consolidated Statements of Income. Income and expense items included in the Consolidated Statements of Income are translated at the weighted average rates for the year, which approximate actual exchange rates with the foreign exchange impact recorded to the Consolidated Statements of Income. Goodwill and other fair value adjustments arising on acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at rates of exchange prevailing at the balance sheet date.

2. FAIR VALUE OF ASSETS AND LIABILITIES

The fair value of financial instruments are presented in the below summary table. The fair value of financial instruments held by CIP is presented in Note 18, "Consolidated Investment Products."


(in millions)	December 31, 2025		December 31, 2024
Cash and cash equivalents	$	1,037.5	$	986.5

Equity investments	414.4		371.2




Total return swap related to deferred compensation plans	7.8		(9.4)

A three-level valuation hierarchy exists for disclosure of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

An asset or liability's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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The following table presents, for each of the hierarchy levels described above, the carrying value of the company's assets and liabilities, including by major security type for equity investments, which are measured at fair value on the company's Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively:


	December 31, 2025
(in millions)	Fair Value Measurements		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds (1)	$	477.9	$	477.9	$	—	$	—
Investments: (2)
Equity investments:
Seed capital	286.2		139.8		146.4		—
Investments related to deferred compensation plans	128.2		128.2		—		—





Total return swap related to deferred compensation plans	7.8		—		7.8		—
Total	$	900.1	$	745.9	$	154.2	$	—


	December 31, 2024
(in millions)	Fair Value Measurements		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds (1)	$	479.3	$	479.3	$	—	$	—
Investments: (2)
Equity investments:
Seed capital	151.6		151.6		—		—
Investments related to deferred compensation plans	219.6		219.6		—		—



Total	$	850.5	$	850.5	$	—	$	—
Liabilities:
Total return swap related to deferred compensation plans	$	(9.4)	$	—	$	(9.4)	$	—
Contingent consideration liability	(1.3)		—		—		(1.3)
Total	$	(10.7)	$	—	$	(9.4)	$	(1.3)

____________

(1)The balance primarily represents cash held in affiliated money market funds.

(2)Equity method and other investments of $937.1 million and $29.6 million, respectively, as of December 31, 2025 (December 31, 2024: $854.5 million and $14.3 million, respectively) are also excluded from this table. These investments are not measured at fair value, in accordance with applicable accounting standards.

Total Return Swap

In addition to holding equity investments, the company has a TRS to hedge economically certain deferred compensation liabilities. The notional value of the TRS at December 31, 2025 was $553.0 million, and the fair value of the TRS was an asset of $7.8 million (December 31, 2024 notional value was $421.2 million and the fair value was a liability of $9.4 million). During the year ended December 31, 2025, market valuation gains related to the TRS were $59.2 million (December 31, 2024: $23.8 million net gains).

The fair value of the TRS was determined under the market approach using quoted prices of the underlying investments and, as such, is classified as level 2 of the valuation hierarchy. The TRS is not designated as a hedging instrument for accounting purposes.

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Nonrecurring Fair Value Measurements

Certain of the company's assets and liabilities are required to be recorded at fair value on a nonrecurring basis, typically upon identification of impairment indicators. We measured the fair value of indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds during our annual impairment assessment completed as of October 1, 2025. The fair value of these assets was determined using an income approach and is classified as level 3 of the valuation hierarchy. The most sensitive assumptions used in the income approach are the revenue forecast, the long-term growth rate and the discount rate applied to the cash flow forecast to determine present value. The revenue projections used reflect declines ranging from 3% to 9% over the forecast period. The long-term growth rate used in the fair-value measurement was 2.0%. The discount rate used in the fair-value measurement was 13.0%.

3. INVESTMENTS

The disclosures below include details of the company's investments. Investments held by CIP are detailed in Note 18, "Consolidated Investment Products."


(in millions)	December 31, 2025		December 31, 2024
Equity investments:
Seed capital	$	286.2	$	151.6
Investments related to deferred compensation plans	128.2		219.6

Equity method investments	937.1		854.5

Other	29.6		14.3
Total investments (1)	$	1,381.1	$	1,240.0

____________

(1) The majority of the company’s investment balances relate to balances held in affiliated funds and equity method investees.

Equity investments

Net gains recorded in Other gains/(losses) in the Consolidated Statements of Income resulting from equity investments and the TRS for the year ended December 31, 2025, were $55.3 million (December 31, 2024: $44.2 million net gains). The unrealized gains and losses for the year ended December 31, 2025, that relate to equity investments still held at December 31, 2025, was a $6.6 million net loss (December 31, 2024: $20.5 million net gain).

Equity method investments

Investments on the Consolidated Balance Sheets which are accounted for using the equity method include the company's investments in IGW and Invesco Asset Management (India) Private Limited, as well as investments in certain of the company's managed private equity, real estate and other investment entities. These investment entities include VIEs for which the company has determined that it is not the primary beneficiary and other investment products structured as partnerships for which the company is the general partner and the other limited partners possess either substantive kick-out, liquidation or participation rights. See Note 1, “Accounting Policies,” for additional information.

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4. PROPERTY, EQUIPMENT AND SOFTWARE

The following is a summary of property, equipment and software:


(in millions)	December 31, 2025		December 31, 2024
Technology and Other Equipment	$	218.9	$	240.3
Software	703.3		778.5
Land and Buildings	91.9		85.2
Leasehold Improvements	244.8		267.3
Work in Process	30.0		62.4
Property, Equipment and Software, Gross	1,288.9		1,433.7
Less: Accumulated Depreciation	(906.0)		(945.9)
Less: Accumulated Impairment	(4.0)		(8.8)
Property, Equipment and Software, Net	$	378.9	$	479.0

Depreciation expense related to Property, equipment and software was $118.5 million, $134.8 million and $132.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

5. INTANGIBLE ASSETS

The following table presents the major classes of the company's intangible assets at December 31, 2025 and 2024:


(in millions)	Gross Book Value		Accumulated Amortization and Impairment		Net Book Value
December 31, 2025
Management contracts - indefinite-lived	$	6,919.8	$	(3,043.8)	$	3,876.0
Management contracts - finite-lived	318.4		(286.2)		32.2
Other	67.3		(48.2)		19.1
Total	$	7,305.5	$	(3,378.2)	$	3,927.3

December 31, 2024
Management contracts - indefinite-lived	$	6,900.6	$	(1,248.9)	$	5,651.7
Management contracts - finite-lived	317.7		(253.2)		64.5

Other	195.7		(162.6)		33.1
Total	$	7,414.0	$	(1,664.7)	$	5,749.3

Amortization expense was $37.5 million (December 31, 2024: $44.8 million; December 31, 2023: $49.9 million) and impairment of indefinite-lived intangible assets related to management contracts of U.S. retail mutual funds was $1,794.9 million during the year ended December 31, 2025. The impairment was driven by a decrease in the long-term growth rate, an increase in the discount rate and lower projected earnings for the management contracts. Finite-lived intangible assets are expected to be fully amortized by December 31, 2026 and the estimated amortization expense for 2026 is $32.2 million.

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6. GOODWILL

The table below details changes in the goodwill balance:


(in millions)	Net Book Value
January 1, 2025	$	8,318.1

Foreign exchange	222.6
Sale of business	(63.6)
December 31, 2025	$	8,477.1

January 1, 2024	$	8,691.5

Foreign exchange	(189.2)
Transfer to held for sale (1)	(184.2)
December 31, 2024	$	8,318.1

_________

(1) Included in Other assets on the Consolidated Balance Sheet. See Note 1, “Accounting Policies,” for additional information.

7. OTHER LIABILITIES

The table below details the components of other liabilities:


(in millions)	December 31, 2025		December 31, 2024
Compensation and benefits	$	93.5	$	74.2
Accrued bonus and deferred compensation	997.7		955.0
Accrued compensation and benefits	$	1,091.2	$	1,029.2

Accruals and other liabilities	$	665.5	$	584.4



Lease liability (See Note 13)	406.7		454.9
Accounts payable	20.4		30.6
Unsettled funds payable	111.0		69.4
Income taxes payable	100.1		146.0
Accounts payable and accrued expenses	$	1,303.7	$	1,285.3

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8. DEBT

The issuer of the senior notes, Invesco Finance PLC, and the issuer of the Term Loan Agreements, Invesco Finance, Inc., are 100% owned indirect subsidiaries of the Parent. The Parent fully and unconditionally guarantees the senior notes and the Term Loan Agreements.

The disclosures below include details of the company's debt. Debt of CIP is detailed in Note 18, “Consolidated Investment Products.”


	December 31, 2025				December 31, 2024
(in millions)	Carrying Value (4)		Fair Value		Carrying Value (4)		Fair Value
$2.5 billion Revolving Credit Agreement expiring May 16, 2030 (1)	$	437.7	$	437.7	$	—	$	—
Unsecured senior notes (2):


$500.0 million 3.750% - due January 15, 2026	499.9		499.5		499.3		494.5
$400.0 million 5.375% - due November 30, 2043	391.6		385.8		391.3		391.7
Term Loan Agreement: (3)
$500.0 million - due May 16, 2030	495.9		497.2		—		—
Debt	$	1,825.1	$	1,820.2	$	890.6	$	886.2

____________

(1)On May 16, 2025, Invesco Ltd. and its indirect subsidiary, Invesco Finance PLC, amended and restated the $2.0 billion floating rate Revolving Credit Agreement, increasing the agreement’s borrowing capacity to $2.5 billion and extending the expiration date from April 26, 2028 to May 16, 2030.

(2)The company's senior note indentures contain certain restrictions on mergers or consolidations. Beyond these items, there are no other restrictive covenants in the indentures.

(3)On May 16, 2025, Invesco Ltd. and its indirect subsidiary, Invesco Finance, Inc., entered into two $500.0 million Term Loan Agreements expiring on May 16, 2028 and 2030, respectively. The three-year Term Loan Agreement due on May 16, 2028 was repaid in full as of October 31, 2025.

(4)The difference between the principal amounts and the carrying values of the debt in the table above reflects the unamortized debt issuance costs and discounts.

The fair market values of the company's senior notes and Term Loan Agreement were determined by market quotes provided by a third-party pricing service, which utilizes Level 2 valuation inputs. In the absence of an active market, the company relies upon the average price quoted by brokers for determining the fair market value of the debt.

At December 31, 2025, the outstanding balance on the Revolving Credit Agreement was $437.7 million. Borrowings under the Revolving Credit Agreement will bear interest at (i) Secured Overnight Financing rate (SOFR) plus a 0.10% adjustment (Adjusted SOFR) for specified interest periods or (ii) a floating base rate (based upon the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus 0.50%, (c) Adjusted SOFR for an interest period of one month plus 1.00%, and (d) 1.00%), plus, in either case, an applicable margin determined with reference to the higher of the available credit ratings of the Parent or its indirect subsidiary, Invesco Finance PLC. Based on credit ratings of the Parent as of December 31, 2025, the applicable margin for SOFR-based loans was 1.00% and for base rate loans was 0.00%. In addition, the company is required to pay the lenders a commitment fee, quarterly in arrears, based on the actual daily amount of the unused commitments of the lenders multiplied by the applicable percentage determined with reference to the higher of the available credit ratings of the Parent or its indirect subsidiary, Invesco Finance PLC. Based on credit ratings as of December 31, 2025, the commitment fee as of such quarter was equal to 0.10%.

The Term Loan Agreement bears interest at (i) Adjusted SOFR for specified interest periods or (ii) a floating base rate (based upon the highest of (a) the Bank of America prime rate, (b), the Federal Funds rate plus 0.50%, (c) Adjusted SOFR for an interest period of one month plus 1.00%, and (d) 1.00%), plus, in either case, an applicable margin determined with reference to the higher of the available credit ratings of the Parent or its indirect subsidiary, Invesco Finance PLC. Based on the credit ratings of the Parent as of December 31, 2025, the applicable margin for SOFR-based loans was 1.250% and for base rate loans was 0.250%. During the occurrence and continuance of an event of default, the interest rate increases by an additional 2.00% per annum.

The Credit Agreements contain customary restrictive covenants on the company and its subsidiaries. Restrictive covenants in the Credit Agreements include, but are not limited to, limitations on: creating, incurring or assuming liens; entering into merger arrangements; selling, leasing, transferring or otherwise disposing of assets; making a material change in the nature of the

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business; making a significant accounting policy change in certain situations; entering into transactions with affiliates; and incurring indebtedness through the subsidiaries (other than the Revolving Credit Agreement borrower or the Term Loan Agreement borrower). Many of these restrictions are subject to certain minimum thresholds and exceptions. Financial covenants under the Credit Agreements include: (i) the quarterly maintenance of an Adjusted debt/Covenant Adjusted EBITDA leverage ratio, as defined in the Credit Agreements, of not greater than 3.25:1.00, and (ii) an interest coverage ratio (Covenant Adjusted EBITDA, as defined in the Credit Agreements, divided by interest expense for the four consecutive fiscal quarters ended on or immediately prior to the date of determination) of not less than 4.00:1.00. The company is in compliance with all restrictive debt covenants as of December 31, 2025.

The Credit Agreements also contain customary provisions regarding events of default which could result in an acceleration or increase in amounts due, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, bankruptcy or insolvency proceedings, change of control, certain judgments, ERISA matters, cross-default to other debt agreements, governmental action prohibiting or restricting the company or its subsidiaries in a manner that has a material adverse effect, and failure of certain guaranty obligations.

9. SHARE CAPITAL

The preferred shares have a $0.20 par value, liquidation preference of $1,000 per share and fixed cash dividend rate of 5.90% per annum, payable quarterly on a non-cumulative basis. Shares of preferred stock are not redeemable prior to the 21st anniversary of their original issue date of May 24, 2019. The number of preferred shares issued and outstanding is represented in the table below:


in millions	December 31, 2025	December 31, 2024
Preferred shares issued	4.0	4.0
Less: Preferred shares repurchased (1)	(1.5)	—
Preferred shares outstanding (2)	2.5	4.0

__________

(1) In 2025, Invesco repurchased $1.5 billion of the outstanding Series A Preferred Stock held by MassMutual at a premium of $240.0 million for $1.74 billion.

(2) Substantially all the outstanding preferred shares are held by MassMutual.

The number of common shares and common share equivalents issued are represented in the table below:


in millions	December 31, 2025	December 31, 2024	December 31, 2023


Common shares issued	566.1	566.1	566.1
Less: Treasury shares for which dividend and voting rights do not apply	(122.1)	(118.1)	(116.6)
Common shares outstanding	444.0	448.0	449.5

During the year ended December 31, 2025, the company repurchased 5.4 million common shares in the open market at a cost of $100.4 million (December 31, 2024: 2.9 million common shares at a cost of $49.6 million). Separately, an aggregate of 1.3 million shares were withheld on vesting events during the year ended December 31, 2025 to meet employees' withholding tax obligations (December 31, 2024: 2.0 million). The fair value of the common shares withheld at the respective withholding dates was $23.6 million (December 31, 2024: $29.7 million). At December 31, 2025, approximately $232.2 million remained authorized under the company's common share repurchase authorization approved by the Board on July 22, 2016 (December 31, 2024: $332.6 million).

Total treasury shares at December 31, 2025 were 125.5 million (December 31, 2024: 123.0 million), including 3.4 million unvested restricted common stock awards (December 31, 2024: 4.9 million) for which dividend and voting rights apply. The market price of common shares on December 31, 2025 was $26.27. The total market value of the company's 125.5 million treasury shares was $3.3 billion at December 31, 2025.

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Movements in Treasury Shares comprise:


in millions	2025	2024	2023
Beginning balance on January 1	123.0	124.7	119.5
Acquisition of common shares	6.7	4.9	11.5
Distribution of common shares	(3.9)	(6.2)	(6.0)
Common shares distributed to meet ESPP obligation	(0.3)	(0.4)	(0.3)

Ending balance on December 31	125.5	123.0	124.7

10. OTHER COMPREHENSIVE INCOME/(LOSS)

The components of accumulated other comprehensive income/(loss) were as follows:


	2025
(in millions)	Foreign currency translation		Employee benefit plans		Total
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries	$	311.2	$	—	$	311.2

Other comprehensive income/(loss), net	—		2.0		2.0
Other comprehensive income/(loss), net of tax	311.2		2.0		313.2

Beginning balance on January 1	(904.4)		(131.7)		(1,036.1)


Other comprehensive income/(loss), net of tax	311.2		2.0		313.2
Ending balance on December 31	$	(593.2)	$	(129.7)	$	(722.9)


	2024
(in millions)	Foreign currency translation		Employee benefit plans		Total
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries	$	(234.3)	$	—	$	(234.3)

Other comprehensive income/(loss), net	—		—		—
Other comprehensive income/(loss), net of tax	(234.3)		—		(234.3)

Beginning balance on January 1	(670.1)		(131.7)		(801.8)


Other comprehensive income/(loss), net of tax	(234.3)		—		(234.3)
Ending balance on December 31	$	(904.4)	$	(131.7)	$	(1,036.1)


	2023
(in millions)	Foreign currency translation		Employee benefit plans		Total
Other comprehensive income/(loss) net of tax:
Currency translation differences on investments in foreign subsidiaries	$	144.9	$	—	$	144.9

Other comprehensive income/(loss), net	—		(4.3)		(4.3)
Other comprehensive income/(loss), net of tax	144.9		(4.3)		140.6

Beginning balance on January 1	(815.0)		(127.4)		(942.4)


Other comprehensive income/(loss), net of tax	144.9		(4.3)		140.6
Ending balance on December 31	$	(670.1)	$	(131.7)	$	(801.8)

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11. COMMON SHARE-BASED COMPENSATION

The company recognized total compensation expense of $80.0 million, $104.6 million and $114.6 million related to equity-settled common share-based compensation for the years ended December 31, 2025, 2024 and 2023, respectively. The income tax benefit recognized in the Consolidated Statements of Income for common share-based compensation arrangements was $16.7 million for 2025 (2024: $22.1 million; 2023: $17.4 million).

Employee common share awards are broadly classified into two categories: time-vested and performance-vested. Time-vested awards vest ratably over a defined period of continued employee service. Performance-vested awards vest upon (i) the company's attainment of certain pre-established performance criteria, and (ii) a defined period of continued employee service. Time-vested and performance-vested equity awards are granted in the form of restricted stock awards (RSAs) or restricted stock units (RSUs). With respect to the performance-vested awards granted in February 2023, 2024 and 2025, vesting is tied to the achievement of specific levels of adjusted operating margin and relative total shareholder return with vesting ranging from 0% to 150%.

Employee common share awards are measured at fair value based on Invesco's common stock price at the date of grant and are expensed on a straight-line basis over the vesting period, or for employees who meet defined retirement eligibility criteria, awards are expensed over the required retirement notification period.

With respect to time-vested awards, dividends accrue directly to the employee holder of RSAs, and cash payments in lieu of dividends are made to employee holders of RSUs. With respect to performance-vested awards, cash payments in lieu of dividends are deferred and are paid at the same time and vesting percentage as the underlying awards.

The 2016 Global Equity Incentive Plan, which was originally approved by the company's common shareholders in May 2016 and most recently amended and restated in July 2024, authorizes the issuance of up to 21.2 million shares. The 2010 Global Equity Incentive Plan ST (GEIP ST), which was approved by the Board in May 2010, authorizes the issuance of up to 8.5 million shares. Awards under the GEIP ST are only granted as employment inducement awards in connection with a strategic transaction and, as a result, do not require shareholder approval under the rules of the NYSE or otherwise.

Movements on employee common share awards during the years ended December 31, 2025, 2024 and 2023 are detailed below:


	2025				2024		2023
(in millions of common shares, except fair values)	Time-Vested	Performance-Vested	Weighted Average Grant Date Fair Value		Time-Vested	Performance-Vested	Time-Vested	Performance-Vested
Unvested at the beginning of year	9.8	1.4	$	17.17	10.4	1.6	10.3	2.1
Granted	4.6	1.0	17.95		5.0	0.9	5.7	0.3
Forfeited/Canceled due to performance measures	(0.8)	(0.3)	18.10		(0.5)	(0.1)	(0.3)	(0.2)
Vested and distributed	(3.7)	(0.1)	18.22		(5.1)	(1.0)	(5.3)	(0.6)
Unvested at the end of the year	9.9	2.0	$	17.12	9.8	1.4	10.4	1.6

The total fair value of common shares that vested during 2025 was $66.3 million (2024: $95.7 million; 2023: $101.4 million). The weighted average grant date fair value of the U.S. dollar share awards that were granted during 2025 was $17.95 (2024: $15.20; 2023: $17.53).

At December 31, 2025, there was $106.5 million of total unrecognized compensation cost related to non-vested common share awards; that cost is expected to be recognized over a weighted average period of 2.29 years.

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12. RETIREMENT BENEFIT PLANS

Defined Contribution Plans

The company operates defined contribution retirement benefit plans for all qualifying employees. The assets of the plans are held separately from those of the company and are under the control of trustees. When employees leave the plans prior to vesting fully in the contributions, the contributions payable by the company may be reduced by the amount of forfeited contributions.

The total expense reflected in the Consolidated Statements of Income for the year ended December 31, 2025 of $91.2 million (December 31, 2024: $75.4 million, December 31, 2023: $73.9 million) represents contributions paid or payable to these plans by the company at rates specified in the rules of the plans. As of December 31, 2025, accrued contributions for 2025 of $28.0 million (December 31, 2024: $13.0 million) are payable to the plans.

Defined Benefit Plans

The company maintains legacy defined benefit pension plans for qualifying employees of its subsidiaries in the U.K., Ireland, Germany and Taiwan. All defined benefit plans are closed to new participants.

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were valued as of December 31, 2025. The benefit obligation, related current service cost and prior service cost were measured using the projected unit credit method.

Benefit Obligations and Funded Status

The amounts included in the Consolidated Balance Sheets arising from the company's obligations and plan assets in respect of its defined benefit retirement plans were as follows:


(in millions)	2025		2024
Benefit obligation	$	(292.9)	$	(285.7)
Fair value of plan assets	316.3		304.7
Funded status	$	23.4	$	19.0
Amounts recognized in the Consolidated Balance Sheets:
Other assets	$	26.8	$	21.9
Accrued compensation and benefits	(3.4)		(2.9)
Funded status	$	23.4	$	19.0

Changes in the benefit obligations were as follows:


(in millions)	2025		2024
January 1	$	285.7	$	325.8
Service cost	0.1		0.1
Interest cost	15.4		14.0

Actuarial (gains)/losses	(8.5)		(35.6)
Exchange difference	22.8		(6.9)
Benefits paid	(12.9)		(11.7)


Settlement	(9.7)		—
December 31	$	292.9	$	285.7

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Key assumptions used in plan valuations are detailed below. Appropriate local mortality tables were also used. The weighted average assumptions used to determine defined benefit obligations at December 31, 2025 and 2024 were as follows:


	2025		2024
Discount rate	5.39	%	5.23	%
Expected rate of salary increases	2.69	%	2.90	%
Future pension trend rate increases	3.30	%	3.29	%

Changes in the fair value of plan assets in the current period were as follows:


	Retirement Plans
(in millions)	2025		2024
January 1	$	304.7	$	350.1
Actual return on plan assets	8.0		(26.8)
Foreign currency changes	24.4		(7.1)
Contributions from the company	2.3		0.2

Benefits paid	(12.9)		(11.7)
Settlement and other	(10.2)		—
December 31	$	316.3	$	304.7

The components of the amount recognized in accumulated other comprehensive income at December 31, 2025 and 2024 were as follows:


	Retirement Plans
(in millions)	2025		2024
Prior service cost/(credit)	$	5.5	$	5.3
Net actuarial loss/(gain)	153.8		157.1
Total	$	159.3	$	162.4

The amounts in accumulated other comprehensive income expected to be amortized into the Consolidated Income Statement during the year ending December 31, 2026 are as follows:


(in millions)	Retirement Plans
Prior service cost/(credit)	$	0.3
Net actuarial loss/(gain)	5.2
Total	$	5.5

The total accumulated and projected benefit obligation and fair value of plan assets for plans with accumulated and projected benefit obligations in excess of plan assets were as follows:


	Retirement Plans
(in millions)	2025		2024
Plans with accumulated and projected benefit obligation in excess of plan assets:
Accumulated and projected benefit obligation	$	5.1	$	4.3
Fair value of plan assets	$	1.6	$	1.4

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Net Periodic Benefit Cost

The components of net periodic benefit cost in respect of these defined benefit plans were as follows:


	Retirement Plans
(in millions)	2025		2024		2023
Service cost	$	0.1	$	0.1	$	0.2
Interest cost	15.4		14.0		14.0
Expected return on plan assets	(15.8)		(14.2)		(14.7)
Amortization of prior service cost/(credit)	0.2		0.2		0.5
Amortization of net actuarial (gain)/loss	5.3		4.8		3.8
Settlement	(2.1)		—		—

Net periodic benefit cost/(credit)	$	3.1	$	4.9	$	3.8

The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, 2025, 2024 and 2023 were:


	Retirement Plans
	2025		2024		2023
Discount rate	5.23	%	4.37	%	4.55	%
Expected return on plan assets	5.25	%	5.02	%	4.13	%
Expected rate of salary increases	2.90	%	2.87	%	2.97	%
Future pension rate increases	3.29	%	3.28	%	3.35	%

In developing the expected rate of return, the company considers long-term compound annualized returns based on historical and current market data. Using this reference information, the company develops forward-looking return expectations for each asset category and an expected long-term rate of return for a targeted portfolio. Discount rate assumptions were based upon AA-rated corporate bonds of suitable terms and currencies.

Plan Assets

The analysis of the plan assets as of December 31, 2025 was as follows:


(in millions)	2025		% of Plan Assets
Cash and cash equivalents	$	14.0	4.4	%
Fund investments	109.4		34.6	%
Equity securities	17.6		5.6	%
Government debt securities	11.3		3.6	%
Guaranteed investments contracts	87.4		27.6	%
Other investments	76.6		24.2	%
Total	$	316.3	100.0	%

The analysis of the plan assets as of December 31, 2024 was as follows:


(in millions)	2024		% of Plan Assets
Cash and cash equivalents	$	13.8	4.5	%
Fund investments	92.7		30.4	%
Equity securities	17.9		5.9	%
Government debt securities	13.3		4.4	%
Guaranteed investments contracts	85.5		28.1	%
Other investments	81.5		26.7	%
Total	$	304.7	100.0	%

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Plan assets are not held in company stock. The investment policies and strategies for plan assets held by defined benefit plans include:

•Funding - to have sufficient assets available to pay members benefits;

•Security - to maintain the minimum Funding Requirement;

•Stability - to have due regard to the employer's ability in meeting contribution payments given their size and incidence.

The following is a description of the valuation methodologies used for each major category of plan assets measured at fair value. Information about the valuation hierarchy levels used to measure fair value is detailed in Note 2, “Fair Value of Assets and Liabilities.”

Cash and cash equivalents

Cash equivalents include cash in the bank and cash investments in money market funds. Cash investments in money market funds are valued under the market approach through the use of quoted market prices in an active market, which is the NAV of the underlying funds, and are classified within level 1 of the valuation hierarchy.

Fund investments

These plan assets are primarily invested in affiliated funds and are classified within level 1 of the valuation hierarchy. They are valued at the NAV of common shares held by the plan at year end.

Equity securities, government debt securities and other investments

These plan assets are classified within level 1 of the valuation hierarchy and are valued at the closing price reported on the active market on which the individual securities are traded.

Guaranteed investment contracts

These plan assets are classified within level 3 of the valuation hierarchy and are valued through use of unobservable inputs by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer.

Cash Flows

The estimated amounts of contributions expected to be paid to the plans during 2026 are $0.2 million. There are no future annual benefits of plan participants covered by insurance contracts issued by the employer or related parties.

The benefits expected to be paid in each of the next five fiscal years and in the five fiscal years thereafter are as follows:


(in millions)
Expected benefit payments:
2026	$	14.1
2027	$	15.0
2028	$	15.9
2029	$	15.9
2030	$	17.8
Thereafter in the succeeding five years	$	93.8

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13. OPERATING LEASES

The company leases office space in almost all its business locations and data centers and has certain equipment under non-cancelable operating leases. The operating leases have a weighted-average remaining lease term of 9.69 years for the year ended December 31, 2025 (2024: 9.93 years) and generally include one or more options to renew, with renewal terms that can extend the lease term from 1 to 10 years. Certain lease arrangements include an option to terminate the lease if a notification is provided to the landlord within 1 to 3.2 years prior to the end of the lease term. The company has sole discretion in exercising lease renewal and termination options. The lease terms used in the company’s lease measurements do not include renewal options as they are not reasonably certain to be exercised as of the date of this report.

The company elected to combine lease and non-lease components in calculating the lease liability and right-of-use asset for operating leases.

Variable lease payments are determined based on the terms and conditions outlined in the lease contracts and are primarily determined in relation to the extent of the company’s usage of the right-of-use asset or the nature and extent of services received from the lessor. Variable lease costs consists primarily of common area maintenance and other operating expenses as negotiated with the lessor.

As of December 31, 2025, the right-of-use asset of $297.2 million was included in Other assets, and the lease liability of $406.7 million was included in Accounts payable and accrued expenses, on the Consolidated Balance Sheets.

The components of lease expense for the years ended December 31, 2025, 2024 and 2023 were as follows:


(in millions)	2025		2024		2023
Operating lease cost	$	67.2	$	73.7	$	75.4
Variable lease cost	23.6		27.9		25.9
Less: sublease income	(1.2)		(1.9)		(2.3)
Total lease expense	$	89.6	$	99.7	$	99.0

Supplemental cash flow information related to leases for the years ended December 31, 2025 and 2024 was as follows:


(in millions)	2025		2024
Cash outflows from operating leases included in the measurement of lease liabilities	$	72.1	$	75.0
Right-of-use assets obtained in exchange for new operating lease liabilities	$	11.1	$	57.2

In determining the discount rate, the company considered the interest rate yield for specific interest rate environments and the company’s credit spread at the inception of the lease.

The weighted-average discount rate for the operating lease liability for the year ended December 31, 2025 was 4.49% (2024: 4.42%).

As of December 31, 2025, the maturities of the company’s lease liabilities (primarily related to real estate leases) were as follows:


(in millions)
2026	$	66.6
2027	61.1
2028	53.1
2029	41.7
2030	42.1
Thereafter	235.3
Total lease payments	499.9
Less: interest	(93.2)
Present value of lease liabilities	$	406.7

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14. TAXATION

The components of the company's income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 were as follows:


(in millions)	2025		2024		2023
Current:
Federal	$	152.5	$	201.2	$	164.0
State	(44.2)		51.3		42.7
Foreign	72.4		38.5		32.8
	180.7		291.0		239.5
Deferred:
Federal	$	(292.0)	$	(19.3)	$	(235.3)
State	(101.7)		(2.0)		(44.1)
Foreign	8.4		(16.8)		(29.8)
	(385.3)		(38.1)		(309.2)
Total income tax expense (benefit)	$	(204.6)	$	252.9	$	(69.7)

A reconciliation between the income tax provision at the statutory U.S. federal income tax rate and the income tax provision at the effective tax rate per the Consolidated Statements of Income for the year ended December 31, 2025, after the adoption of ASU 2023-09, is as follows:


(in millions)	2025
Income tax provision at the U.S federal statutory income tax rate (1)	$	(79.7)	21.0	%
State taxes, net of federal tax effect (2)	(76.4)		20.1	%
Foreign tax effects:
United Kingdom:
(Income)/loss attributable to equity method investments in corporate joint ventures	(19.8)		5.2	%
Other	3.6		(1.0)	%
Other foreign jurisdictions	33.2		(8.8)	%
Worldwide changes in UTBs, including interest and penalties	(38.9)		10.3	%
Nontaxable or nondeductible items	5.2		(1.4)	%
(Income)/loss attributable to noncontrolling interests in consolidated entities	(22.2)		5.9	%
Other adjustments	(9.6)		2.6	%
Income tax provision at the effective tax rate per Consolidated Statements of Income	$	(204.6)	53.9	%

__________

(1) Since the revenues, net income and associated tax provision in the U.S. is significantly greater than any other single taxing jurisdiction within the worldwide group, the above reconciliation is presented on the basis of the U.S. statutory federal income tax rate of 21% as opposed to the Bermuda 2025 statutory income tax rate of 15%. For years prior to 2025, the statutory income tax rate in Bermuda was zero.

(2) State taxes in Illinois made up the majority (greater than 50%) of the tax effect in this category.

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A reconciliation between the statutory U.S. federal income tax rate and the effective tax rate per the Consolidated Statements of Income for the years ended December 31, 2024 and December 31, 2023, prior to the adoption of ASU 2023-09, is as follows:


	2024		2023(1)
U.S. federal statutory income tax rate	21.0	%	21.0	%
State taxes, net of federal tax effect	3.9	%	3.2	%
Foreign tax rate differential	(2.8)	%	11.1	%
Income/(loss) attributable to noncontrolling interests in consolidated entities	0.5	%	(6.3)	%
Income/(loss) attributable to equity method investments in corporate joint ventures	(1.3)	%	7.4	%
Valuation allowance	1.2	%	(2.9)	%
Nondeductible regulatory settlements	1.1	%	—	%
Nondeductible executive compensation	—	%	(4.6)	%
Nontaxable gain	—	%	3.9	%
Other	1.6	%	(3.5)	%
Effective tax rate per the Consolidated Statements of Income	25.2	%	29.3	%

__________

(1) Certain signs within the table in the year ended December 31, 2023 are the opposite compared to the year ended December 31, 2024 as a result of applying each line’s total income tax benefit or expense to the loss before income taxes.

The company’s effective tax rate is affected by the tax rates in foreign jurisdictions, which are different than the U.S. federal statutory tax rate of 21%, and the relative amount of income earned in those jurisdictions. As a result, the effective tax rate will vary from year to year depending on the mix of the profits and losses from each jurisdiction.

The components of income/(loss) before taxes for the years ended December 31, 2025, 2024 and 2023 were as follows:


(in millions)	2025		2024		2023
Domestic	$	(714.0)	$	850.6	$	(469.2)
Foreign	334.6		154.7		231.3
Income/(loss) before income taxes	$	(379.4)	$	1,005.3	$	(237.9)

The components of the deferred tax assets and liabilities reflected in the Consolidated Balance Sheets at December 31, 2025 and 2024 included the following:


(in millions)	2025		2024
Deferred tax assets:
Compensation and benefits	$	108.5	$	118.3
Lease obligations	75.0		85.5
Net operating loss carryforwards	154.3		165.0
Fixed assets	7.1		24.9
Accrued liabilities	28.2		38.0
Other	1.8		4.7
Total deferred tax assets	374.9		436.4
Valuation allowance	(96.1)		(99.2)
Deferred tax assets, net of valuation allowance	278.8		337.2
Deferred tax liabilities:
Goodwill and intangibles	(1,081.3)		(1,522.1)
Leased assets	(51.7)		(60.0)

Other	(38.7)		(27.3)
Total deferred tax liabilities	(1,171.7)		(1,609.4)
Net deferred tax liability	$	(892.9)	$	(1,272.2)

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Deferred income tax assets and liabilities are recorded net when related to the same tax jurisdiction. At December 31, 2025, the company recorded on the Consolidated Balance Sheets net deferred tax assets of $8.6 million in Other assets and net Deferred tax liabilities of $901.5 million. At December 31, 2024, the company recorded on the Consolidated Balance Sheets net deferred tax assets of $9.7 million in Other assets and net Deferred tax liabilities of $1,281.9 million.

At December 31, 2025, the company had state net operating loss carryforwards of $28.6 million, which will expire, if not utilized, between 2026 and 2038 except for approximately $3.4 million which have an indefinite life. At December 31, 2025, the company also had foreign net operating loss carryforwards of $125.7 million, of which approximately $8.1 million will expire over several years starting in 2026, with the remaining $117.6 million having an indefinite life. A valuation allowance has been recorded against certain carryforwards and certain deferred tax assets related to tax jurisdictions in which it is unlikely that the deferred tax asset will be realized.

Deferred tax liabilities are recognized for taxes that would be payable on the unremitted earnings of the company's foreign subsidiaries and corporate joint ventures, except where it is our intention to indefinitely reinvest the undistributed earnings. A deferred tax liability has not been recognized for our Canadian unremitted earnings, which are indefinitely reinvested, of approximately $1,028.0 million and $989.1 million at December 31, 2025 and 2024, respectively. If these earnings were distributed as a dividend, Canadian withholding tax of 5.0% would be due on the dividend. There are no other significant jurisdictions for which a deferred tax liability has not been recognized on unremitted earnings.

A reconciliation of the gross UTBs for the years ended December 31, 2025, 2024 and 2023 is as follows:


(in millions)	2025		2024		2023
Balance at January 1	$	99.3	$	91.3	$	100.2
Additions for tax positions related to the current year	2.9		11.7		9.6
Additions for tax positions related to prior years	2.7		1.3		1.3

Reductions for tax positions related to prior years	(40.9)		(0.6)		(7.7)
Reductions related to lapse of statute of limitations	(9.0)		(4.4)		(1.8)
Reductions related to settlements	(0.3)		—		(10.3)
Balance at December 31	$	54.7	$	99.3	$	91.3

The amount of UTBs that, if recognized, would favorably affect the company's effective tax rate was $43.6 million at December 31, 2025. The company recognizes accrued interest and penalties related to UTBs as a component of the income tax provision. The Consolidated Balance Sheets include accrued interest and penalties related to UTBs of $16.7 million, $21.6 million and $17.0 million at December 31, 2025, 2024 and 2023, respectively. The company recognized a benefit for interest and penalties related to UTBs of $(4.9) million in 2025 and an expense of $4.5 million and $1.9 million in 2024 and 2023, respectively.

The company files U.S. federal, U.S. state and local, and numerous foreign income tax returns. The company is periodically examined by various taxing authorities. With few exceptions, the company is no longer subject to income tax examinations for years prior to 2014.

The components of the Company’s income taxes paid (net of refunds received) by jurisdiction, as reflected in the Consolidated Statements of Cash Flows for the year ended December 31, 2025, were as follows:


(in millions)	2025
Federal	$	164.5
State:
Illinois	(15.8)
Other	32.1
Foreign:
Japan	12.1
Other	45.8
Total income taxes paid (net of refunds)	$	238.7

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15. EARNINGS PER COMMON SHARE

The calculation of EPS for the years ended December 31, 2025, 2024 and 2023 is as follows:


(In millions, except per share data)	2025		2024		2023
Net income/(loss) attributable to Invesco Ltd.	$	(726.3)	$	538.0	$	(333.7)

Invesco Ltd:
Weighted average common shares outstanding - basic	452.6		457.0		454.8
Dilutive effect of non-participating common share-based awards	2.4		0.7		1.4
Weighted average common shares outstanding - diluted	455.0		457.7		456.2

Earnings per common share:
- basic	$	(1.60)	$	1.18	$	(0.73)
- diluted	$	(1.60)	$	1.18	$	(0.73)

Certain performance-vested awards are excluded from diluted EPS share calculations as the designated contingency was not met.

16. SEGMENT AND GEOGRAPHIC INFORMATION

The company has one operating segment, investment management.

The company’s CODM is the President and Chief Executive Officer as he assesses the company’s performance and makes decisions about resource allocation. Net income/(loss) is one of the performance measures used by the CODM to evaluate the segment's performance and allocate capital. When assessing performance, the CODM uses regularly provided GAAP and non-GAAP financial information and metrics to monitor actual results against forecasts, prior period results and peers’ results. The information regularly provided to the CODM on the segment's revenues and significant expenses aligns with the categories presented in the Consolidated Statements of Income. The segment's assets are reported on the Consolidated Balance Sheets as Total assets.

Geographical information is presented below. There are no revenues or long-lived assets attributed to Bermuda.


(in millions)	Americas		APAC		EMEA		Total
For the year ended December 31, 2025


Total operating revenues (1)	$	4,766.1	$	295.3	$	1,315.7	$	6,377.1
Long-lived assets (2)	$	245.7	$	24.8	$	108.4	$	378.9

For the year ended December 31, 2024


Total operating revenues (1)	$	4,653.1	$	270.9	$	1,143.0	$	6,067.0
Long-lived assets (2)	$	312.8	$	33.7	$	132.5	$	479.0

For the year ended December 31, 2023


Total operating revenues (1)	$	4,380.3	$	263.8	$	1,072.3	$	5,716.4
Long-lived assets (2)	$	416.0	$	40.0	$	143.5	$	599.5

__________

(1) Operating revenues reflect the geographical regions from which services are provided.

(2) Long-lived assets include property, equipment and software.

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17. COMMITMENTS AND CONTINGENCIES

Commitments and contingencies may arise in the ordinary course of business.

The company has committed to co-invest in certain investment products which may be called in future periods. At December 31, 2025, the company’s undrawn co-invest capital commitments were $683.6 million (December 31, 2024: $693.7 million).

Certain of our managed investment products have entered into borrowing arrangements with financial institutions. The company provided equity commitments and guarantees to the financial institutions for certain of these borrowing arrangements that are temporary in nature. The borrowing arrangements look first to the respective investment products for repayment and servicing. The company’s equity commitment or guarantee would only be called in the event a particular investment product is unable to meet its obligation. The company believes the likelihood of being required to fund its equity commitments or guarantees under these arrangements to be remote. To date, the company has not been required to fund any equity commitments or guarantees under these arrangements. The maximum amount of future payments under the commitments is $50.5 million and under the guarantees is $30.0 million. The fair value of the guarantee liability is not significant to the consolidated financial statements.

The company and some of its subsidiaries have entered into agreements with financial institutions to guarantee certain obligations of other subsidiaries of the company. The company would be required to perform under these guarantees in the event of certain defaults. The company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Legal Contingencies

The company is from time to time involved in pending or threatened litigation relating to claims arising in the ordinary course of its business. The nature and progression of litigation can make it difficult to predict the impact a particular lawsuit or claim will have on the company. There are many reasons that the company cannot make these assessments, including, among others, one or more of the following: the proceeding is in its early stages (or merely threatened); the damages sought are unspecified, unsupportable, unexplained or uncertain; the claimant is seeking relief other than compensatory damages; the matter presents novel legal claims or other meaningful legal uncertainties; discovery has not started or is not complete; there are significant facts in dispute; and there are other parties who may share in any ultimate liability.

The company and certain related entities have in recent years been subject to various regulatory inquiries, reviews and investigations and legal proceedings, including civil litigation, regulatory investigations and enforcement actions. These actions can arise from normal business operations and/or matters that have been the subject of previous regulatory reviews. As a global company with investment products registered in numerous countries and subject to the jurisdiction of one or more regulators in each country, at any given time, our business operations may be subject to review, investigation, or disciplinary action.

In assessing the impact that a legal or regulatory matter will have on the company, management evaluates the need for an accrual on a case-by-case basis. If the likelihood of a loss is deemed probable and is reasonably estimable, the estimated loss is accrued. If the likelihood of a loss is assessed as less than probable, a loss is not accrued. If a loss is deemed probable but an amount or range of loss cannot be reasonably estimated, a loss is not accrued but the matter is disclosed.

In management’s opinion, adequate accrual has been made as of December 31, 2025 to provide for any losses that may arise from matters for which the company could reasonably estimate an amount and are deemed probable. Management believes that the ultimate resolution of any litigation or regulatory investigations will not materially affect the company’s business, revenue, net income or liquidity.

Further, the investment management industry also is generally subject to extensive levels of ongoing regulatory oversight and examination. In the jurisdictions in which the company operates, governmental authorities regularly make inquiries, hold investigations and administer market conduct examinations with respect to the company’s compliance with applicable laws and regulations. Additional lawsuits or regulatory enforcement actions arising out of these inquiries may in the future be filed against the company, related entities and individuals in the jurisdictions in which the company and its affiliates operate. Any material loss of investor and/or client confidence as a result of such inquiries and/or litigation could result in a significant decline in AUM, which would have an adverse effect on the company’s future financial results and its ability to grow its business.

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18. CONSOLIDATED INVESTMENT PRODUCTS

The company's risk with respect to each investment in CIP is limited to its equity ownership, undrawn capital commitments, and any uncollected management and performance fees. The company has no right to the benefits from, nor does it bear the risks associated with, these investments, beyond the company's direct investments in, and management and performance fees generated from, the investment products. If the company were to liquidate, these investments would not be available to the general creditors of the company, and as a result, the company does not consider investments held by CIP to be company assets. Additionally, the collateral assets of consolidated CLOs are held solely to satisfy the obligations of the CLOs, and the investors in the consolidated CLOs have no recourse to the general credit of the company for the notes issued by the CLOs. CIP are taxed at the investor level and not at the product level; therefore, there is no tax provision reflected in the net impact of CIP. Substantially all of CIP are VIEs. The following table presents the assets and liabilities balances related to CIP that are included on the Consolidated Balance Sheets as well as the company’s net investment in and net receivables due from CIP.


(in millions)	December 31, 2025		December 31, 2024
ASSETS
Cash and cash equivalents of CIP	$	942.3	$	509.5
Accounts receivable and other assets of CIP	266.1		372.3
Investments of CIP	8,941.4		7,492.7
Investments and other assets of CIP	$	10,149.8	$	8,374.5
LIABILITIES
Debt of CIP	7,552.7		6,200.9
Other liabilities of CIP	1,414.9		652.2
Debt and other liabilities of CIP	8,967.6		6,853.1
EQUITY
Equity attributable to redeemable noncontrolling interests	75.4		544.7



Invesco's net investment in and net receivables due from CIP	408.3		412.5
Equity attributable to nonredeemable noncontrolling interests	698.5		564.2
Total liabilities and equity	$	10,149.8	$	8,374.5

The following table reflects the impact of consolidation of investment products into the Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023.


(in millions)	2025		2024		2023


Operating income/(loss)	$	(84.6)	$	(60.2)	$	(84.8)






Other income/(expense)	191.5		37.8		13.5



Net (income)/loss attributable to noncontrolling interests in consolidated entities	(106.9)		22.4		71.3
Net income/(loss) attributable to Invesco Ltd.	$	—	$	—	$	—

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The following tables present the fair value hierarchy levels of Investments of CIP which are measured at fair value as of December 31, 2025 and December 31, 2024:


	December 31, 2025
(in millions)	Fair Value Measurements		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Investments Measured at NAV as a practical expedient(2)
Assets:

Bank loans(1)	$	7,635.2	$	—	$	7,309.7	$	325.5	$	—
Bonds	674.2		11.8		640.5		21.9		—
Equity securities	172.1		50.8		1.3		120.0		—


Equity and fixed income mutual funds	17.8		5.4		12.4		—		—

Investments in other private equity funds	438.0		—		—		—		438.0
Real estate investments	4.1		—		—		—		4.1



Total assets at fair value	$	8,941.4	$	68.0	$	7,963.9	$	467.4	$	442.1


	December 31, 2024
(in millions)	Fair Value Measurements		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Investments Measured at NAV as a Practical expedient(2)
Assets:

Bank loans(1)	$	5,793.0	$	—	$	5,494.5	$	298.5	$	—
Bonds	605.5		17.2		588.3		—		—
Equity securities	144.5		37.2		22.7		84.6		—


Equity and fixed income mutual funds	96.5		3.2		93.3		—		—

Investments in other private equity funds	414.6		—		—		—		414.6
Real estate investments	438.6		—		—		—		438.6



Total assets at fair value	$	7,492.7	$	57.6	$	6,198.8	$	383.1	$	853.2

_________

(1) Bank loan investments, which comprise the majority of the consolidated CLOs' portfolio collateral, are senior secured corporate loans from a variety of industries. Bank loan investments mature at various dates between 2026 and 2033, pay interest at the applicable reference rate plus a spread of up to 12.00%, and typically range in S&P credit rating categories from BBB down to unrated. Notes issued by the consolidated CLOs mature at various dates between 2030 and 2039 and have a weighted average maturity of nine years. The notes are issued in various tranches with different risk profiles. The interest rates are generally variable rates based on the applicable reference rate plus a pre-defined spread, which varies from 0.65% for the more senior tranches to 8.77% for the more subordinated tranches. The investors of the notes are not affiliated with the company and have no recourse to the general credit of the company. The company elected the fair value option for collateral assets held and notes issued by its consolidated CLOs, see Note 1 "Accounting Policies," for details. At December 31, 2025, the unpaid principal balance exceeds the fair value of the senior secured bank loans and bonds by approximately $544.7 million (December 31, 2024: the unpaid principal balance exceeded the fair value of the senior secured bank loans and bonds by approximately $303.9 million). Approximately 1.22% of the collateral assets are in default as of December 31, 2025 (December 31, 2024: approximately 0.37% of the collateral assets were in default).

(2) The table below summarizes as of December 31, 2025 and December 31, 2024, the nature of investments that are valued using the NAV as a practical expedient. Private equity funds are not subject to redemption; however, for certain funds, investors may sell or transfer their interest. Real estate funds are generally subject to a redemption notice period that requires at least 45 days, and the frequency of redemptions is either quarterly or best efforts.

December 31, 2025

December 31, 2024

(in millions, except term data)

Fair Value

Total Unfunded Commitments

Weighted Average Remaining Term

Fair Value

Total Unfunded Commitments

Weighted Average Remaining Term

Private equity funds

$438.0

$23.7

4.5 years

$414.6

$32.5

5.2 years

Real estate investments

$4.1

N/A

$438.6

$13.7

N/A

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The following table shows a reconciliation of the beginning and ending fair value measurements for level 3 assets using significant unobservable inputs as of December 31, 2025 and December 31, 2024:


	2025		2024
(in millions)	Level 3 Assets		Level 3 Assets


Beginning Balance as of January 1	$	383.1	$	825.8






CIP Purchases	444.5		392.5



CIP Sales	(295.8)		(134.7)
Deconsolidation/Consolidation of CIP	54.5		(724.9)
Gains and losses included in the Consolidated Statements of Income	(16.7)		(18.5)
Transfers from Level 3 into Levels 1 or 2	(401.6)		(169.5)
Transfers into Level 3 from Levels 1 or 2	297.2		214.5
Foreign exchange	2.2		(2.1)
Ending Balance as of December 31	$	467.4	$	383.1

Non-consolidated VIEs

At December 31, 2025, the company's carrying value and risk of loss with respect to VIEs in which the company is not the primary beneficiary included our investment carrying value of $242.4 million (December 31, 2024: $106.1 million) and unfunded capital commitments of $86.8 million (December 31, 2024: $141.2 million).

19. RELATED PARTIES

MassMutual owns approximately 18.3% of the common stock of the company and owns substantially all of the outstanding $2.5 billion in perpetual, non-cumulative preferred shares as of December 31, 2025. Based on the level of shares owned by MassMutual and the corresponding customary minority shareholder rights, which includes representation on Invesco’s Board of Directors, the company considers MassMutual a related party.

Additionally, certain managed funds are deemed to be affiliated entities under the related party definition in ASC 850, “Related Party Disclosures.” The majority of the company's Operating revenues and receivables are from Invesco's managed funds. Related parties also include those defined in the company’s proxy statement.

Refer to Note 2, "Fair Value of Assets and Liabilities," and Note 3, "Investments," for more information on balances invested in Invesco affiliated funds.

20. SUBSEQUENT EVENTS

On January 13, 2026, the company announced that it entered into an agreement to sell the company's Canadian fund management agreements to CI Global Asset Management and form a long-term strategic partnership under which the company will continue to provide portfolio management services through a sub-advisory arrangement to approximately 66 of the 104 Canadian mutual funds and ETFs with approximately $9 billion of AUM.

On January 15, 2026, Invesco Finance PLC, a wholly-owned indirect subsidiary of the Parent, redeemed the $500.0 million of senior notes which matured on January 15, 2026. The redemption was primarily funded by the Revolving Credit Agreement which had an outstanding balance of $790.0 million on January 31, 2026.

On January 26, 2026, the company declared a fourth quarter 2025 dividend of $0.210 per common share, payable on March 3, 2026, to common shareholders of record at the close of business on February 13, 2026 with an ex-dividend date of February 13, 2026.

On January 26, 2026, the company declared a preferred dividend of $14.75 per preferred share to the holders of preferred shares representing the period from December 1, 2025 through February 28, 2026. The preferred dividend is payable on March 2, 2026.

As previously announced, on February 18, 2026, the company’s Board of directors authorized a $1 billion common share repurchase plan with no stated expiration date.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, with the participation of the chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities and Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of December 31, 2025. Based upon this evaluation, the chief executive officer and chief financial officer concluded that the company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding the required disclosure.

Management's report on internal control over financial reporting is located in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Our independent registered public accounting firm PricewaterhouseCoopers LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting for the year ended December 31, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of Invesco adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

100

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Invesco filed the certification of its Chief Executive Officer with the NYSE in 2025 as required pursuant to Section 303A of the NYSE Listed Company Manual. In addition, Invesco filed the Sarbanes-Oxley Act Section 302 certifications of its Chief Executive Officer and Chief Financial Officer with the SEC, which certifications are attached hereto as Exhibit 31.1 and Exhibit 31.2, respectively.

Invesco has an Insider Trading Policy (the “Invesco Ltd. Insider Trading Policy”) that applies to all executive officers, directors, employees, temporary employees, consultants and independent contractors of Invesco and our subsidiaries and certain covered family members and controlled entities. The Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of Invesco’s securities, as well as the applicable rules and regulations of the NYSE. The Insider Trading Policy addresses the implementation of certain pre-clearance procedures and trading blackout periods in Invesco’ securities (including common stock, debt, options, and other related derivative securities) for covered persons. A copy of the Insider Trading Policy is filed as an exhibit to this Annual Report.

The other information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025, under the captions “Our Executive Officers,” “Corporate Governance,” “Board of Directors,” "Delinquent Section 16(a) Reports" (to the extent there are any late filings to report) and possibly elsewhere therein. Such information is incorporated into this Item 10 by reference.

Item 11. Executive Compensation

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025, under the captions “Board of Directors - Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and possibly elsewhere therein. Such information is incorporated into this Item 11 by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025, under the captions “Executive Compensation,” “Security Ownership of Principal Shareholders,” “Security Ownership of Management,” and possibly elsewhere therein. Such information is incorporated into this Item 12 by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025, under the captions “Corporate Governance,” “Certain Relationships and Related Transactions,” “Board of Directors,” “Related Person Transaction Policy,” and possibly elsewhere therein. Such information is incorporated into this Item 13 by reference.

Item 14. Principal Accountant Fees and Services

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025, under the captions “Fees Paid to Independent Registered Public Accounting Firm,” “Pre-Approval Process and Policy,” and possibly elsewhere therein. Such information is incorporated into this Item 14 by reference.

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PART IV

Item 15. Exhibits and Financial Statement Schedule

(a)(1) The Consolidated Financial Statements filed as part of this Report are listed in Item 8, “Financial Statements and Supplementary Data.”

(a)(2) No financial statement schedules are required to be filed as part of this Report; therefore, all such schedules have been omitted. Such omission has been made on the basis that information is provided in the Consolidated Financial Statements or related footnotes in Item 8, “Financial Statements and Supplementary Data,” or is not required to be filed as the information is not applicable.

(a)(3) The exhibits listed on the Exhibit Index are included with this Report.

Item 16. Form 10-K Summary

Not applicable

Exhibit Index

(Note: Exhibits 10.5 through 10.29 are management contracts or compensatory plans or arrangements required to be filed as an exhibit to this Report pursuant to Item 15(b) of this Report.


3.1			Memorandum of Association of Invesco Ltd., incorporating amendments up to and including December 4, 2007, incorporated by reference to exhibit 3.1 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 12, 2007
3.2			Fourth Amended and Restated Bye-Laws of Invesco Ltd., effective May 25, 2023, incorporated by reference to exhibit 3.2 to Invesco's Quarterly Report on Form 10-Q for the period ended June 30, 2023, filed with the Securities and Exchange Commission on August 2, 2023
3.3			Certificate of Designation for the 5.900% fixed rate non-cumulative perpetual series A preference shares, par value $0.20 per share, of Invesco Ltd. incorporated by reference to Exhibit 3.1 to the Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2019
4.1			Specimen Certificate for Common Shares of Invesco Ltd., incorporated by reference to exhibit 4.1 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 12, 2007
4.2			Indenture, dated as of November 8, 2012, among Invesco Finance PLC, the Guarantors and The Bank of New York Mellon, as trustee, incorporated by reference to exhibit 4.1 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 9, 2012
4.3			Third Supplemental Indenture, dated November 12, 2013, for Invesco Finance PLC’s 5.375% Senior Notes due 2043, among Invesco Finance PLC, the company and The Bank of New York Mellon, as trustee, incorporated by reference to exhibit 4.3 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2013
4.4			Fourth Supplemental Indenture, dated October 14, 2015, for Invesco Finance PLC’s 3.750% Senior Notes due 2026, among Invesco Finance PLC, the company and The Bank of New York Mellon, as trustee, incorporated by reference to exhibit 4.2 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 14, 2015
4.5			Form of 5.375% Senior Notes due 2043 (included in Exhibit 4.3)
4.6			Form of 3.750% Senior Notes due 2026 (included in Exhibit 4.4)
4.7			Description of Securities of Invesco Ltd.
10.1			Seventh Amended and Restated Credit Agreement, dated as of May 16, 2025, among Invesco Finance PLC, the company, the banks, financial institutions and other institutional lenders from time to time a party thereto and Bank of America, N.A., as administrative agent incorporated by reference to exhibit 10.3 to Invesco’s Current Report on Form 8-K , filed with the Securities and Exchange Commission on May 16, 2025
10.2			Seventh Amended and Restated Guaranty, dated as of May 16, 2025, with respect to the Seventh Amended and Restated Credit Agreement by the company in favor of Bank of America, N.A., as administrative agent, and the lenders party incorporated by reference to exhibit 10.4 to Invesco’s Current Report on Form 8-K , filed with the Securities and Exchange Commission on May 16, 2025 to the Seventh Amended and Restated Credit Agreement incorporated by reference to exhibit 10.3 to Invesco’s Current Report on Form 8_K , filed with the Securities and Exchange Commission on May 16, 2025

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10.3			Term Loan Credit Agreement, dated as of May 16, 2025, among Invesco Finance, Inc., as borrower, Invesco Ltd., as parent, Bank of America, N.A., as administrative agent, and the lenders party thereto incorporated by reference to exhibit 10.1 to Invesco’s Current Report on Form 8-K , filed with the Securities and Exchange Commission on May 16, 2025.
10.4			Term Loan Guaranty, dated as of May 16, 2025, between Invesco Ltd., as parent, in favor of Bank of America, N.A., as administrative agent, and the lenders party thereto incorporated by reference to exhibit 10.2 to Invesco’s Current Report on Form 8-K , filed with the Securities and Exchange Commission on May 16, 2025.
10.5			Invesco Ltd. 2016 Global Equity Plan, as amended and restated, incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Securities and Exchange Commission on July 31, 2024
10.6			Invesco Ltd. 2010 Global Equity Incentive Plan (ST), as amended and restated effective February 28, 2024, incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 1, 2024
10.7			First Amendment to the Invesco Ltd. 2010 Global Equity Incentive Plan (ST), as amended and restated on October 10, 2017, dated May 9, 2019, incorporated by reference to exhibit 4.3 to Invesco’s Form S-8, filed with the Securities and Exchange Commission on May 14, 2019
10.8			Form of Restricted Stock Award Agreement – 3-Year Cliff Time Vesting - under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2023), incorporated by reference to exhibit 10.3 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange Commission on May 3, 2023
10.9			Form of Restricted Award Agreement for Executive Officers – Time Vesting under the Invesco Ltd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed with the Securities and Exchange Commission on August 2, 2023
10.10			Form of Restricted Stock Award Agreement - Time Vesting - under the Invesco Ltd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.17 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 23, 2017
10.11			Form of Restricted Stock Unit Award Agreement - Time Vesting - under the Invesco Ltd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.19 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 23, 2017
10.12			Form of Restricted Stock Unit Award Agreement - Performance Vesting under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2023), incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange Commission on May 3, 2023
10.13			Form of Restricted Stock Unit Award Agreement - Performance Vesting under the Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (May 2021), incorporated by reference to exhibit 10.3 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission on July 30, 2021
10.14			Form of Restricted Stock Unit Award Agreement - Performance Vesting - for UCITS staff - under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2023), incorporated by reference to exhibit 10.5 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange on May 3, 2023
10.15			Form of Restricted Stock Unit Award Agreement - Time Vesting - for UCITS staff - under the Invesco Ltd. 2016 Global Equity Incentive Plan (Feb 2020), incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission on April 23, 2020
10.16			Form of Restricted Fund Unit Agreement - Upfront Awards - for UCITS staff - under Invesco Ltd. Deferred Incentive Plan (Feb 2020), incorporated by reference to exhibit 10.3 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission on April 23, 2020
10.17			Form of Restricted Fund Unit Agreement – Deferred Awards (Feb 2021) – for UCITS staff – under Invesco Ltd. Deferred Incentive Plan, incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Securities and Exchange Commission on April 30, 2021
10.18			Form of Restricted Stock Unit Award Agreement - Performance Vesting under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2024), incorporated by reference to exhibit 10.3 to Invesco’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 1, 2024
10.19			Form of Restricted Stock Unit Award Agreement - Performance Vesting - for UCITS staff - under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2024), incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 1, 2024

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10.20			Form of Restricted Stock Award Agreement for Non-Executive Directors under the Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (May 2021), incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission on July 30, 2021
10.21			Form of Restricted Stock Unit Award Agreement for Non-Executive Directors under the Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (May 2021), incorporated by reference to exhibit 10.2 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission on July 30, 2021
10.22			Form of Restricted Stock Unit Award Agreement-Time Vesting with Retirement Provisions-under the Invesco Ltd. 2016 Global Equity Incentive Plan (2025) incorporated by reference to exhibit 10.2 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission on April 28, 2025
10.23			Form of Restricted Stock Unit Award Agreement-UCITS Staff Time Vesting with Retirement Provisions-under the Invesco Ltd. 2016 Global Equity Incentive Plan (2025) incorporated by reference to exhibit 10.3 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission on April 28, 2025
10.24			Form of Restricted Stock Unit Award Agreement-Performance Vesting with Retirement Provisions-under Invesco Ltd. 2016 Global Equity Incentive Plan (2025) incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission on April 28, 2025
10.25			Form of Restricted Stock Unit Award Agreement-Performance Vesting- UCITS Staff with Retirement Provisions (2025) incorporated by reference to exhibit 10.5 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission on April 28, 2025
10.26			Form of Restricted Fund Unit Award Agreement – Upfront Awards - UCITS (2025)
10.27			Invesco Ltd. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan, effective as of January 1, 2025, incorporated by reference to exhibit 10.21 to Invesco's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 25, 2025
10.28			Invesco Ltd. Amended and Restated Deferred Incentive Plan, effective as of February 28,2024, incorporated by reference to exhibit 10.2 to Invesco’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 1, 2024
10.29			Invesco Ltd. Executive Incentive Bonus Plan, as amended and restated effective January 1, 2013, incorporated by reference to Appendix A to Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2013
10.30			Form of Aircraft Time Sharing Agreement incorporated by reference to exhibit 10.19 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on February 21, 2014
10.31			Global Partners Employment Contract, dated April 1, 2000, between INVESCO Pacific Holdings Limited and Andrew Lo, incorporated by reference to exhibit 10.17 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission on February 29, 2008
10.32			Agreement and Plan of Merger by and among MM Asset Management Holding LLC, Oppenheimer Acquisition Corp., Invesco Ltd., Gem Acquisition Corp. and Gem Acquisition Two Corp. dated as of October 17, 2018, incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed with the Securities and Exchange Commission on October 24, 2018
10.33			First Amendment, dated as of April 11, 2019, to the Agreement and Plan of Merger, dated as of October 17, 2018, by and among Invesco Ltd., Gem Acquisition Corp., Gem Acquisition Two Corp., MM Asset Management Holding LLC and Oppenheimer Acquisition Corp., incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Securities and Exchange Commission on April 25, 2019
10.34			Second Amendment to the Agreement and Plan of Merger, dated May 24, 2019, by and among Invesco Ltd., Gem Acquisition Corp., Gem Acquisition Two Corp., MM Asset Management Holding LLC, and Oppenheimer Acquisition Corp., incorporated by reference to exhibit 2.3 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2019
10.35			Shareholder Agreement, dated May 24, 2019, by and between Invesco Ltd. and Massachusetts Mutual Life Insurance Company, incorporated by reference to exhibit 10.1 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2019
19.0			Invesco Ltd. Insider Trading Policy incorporated by reference to exhibit 19.0 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 25, 2025
21.0			List of Subsidiaries

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22.0			Subsidiary Guarantors and Issuers of Guaranteed Securities, incorporated by reference to the exhibit 22.0 to Invesco's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 21, 2024
23.1			Consent of PricewaterhouseCoopers LLP, dated February 2 4 , 202 6
31.1			Certification of Andrew R. Schlossberg pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of L. Allison Dukes pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1			Certification of Andrew R. Schlossberg pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of L. Allison Dukes pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97			Invesco Policy for Recoupment of Incentive Compensation, incorporated by reference to the exhibit 97 to Invesco's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 21,2024
101			The following financial statements from the company’s Quarterly Report on Form 10-K for the year ended December 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL) : (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Equity, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104			Cover page from the company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL and contained in Exhibit 101

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


Invesco Ltd.

By:			/s/ ANDREW R. SCHLOSSBERG
Name:			Andrew R. Schlossberg
Title:			President and Chief Executive Officer

Date:			February 24, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Name	Title	Date

/s/ ANDREW R. SCHLOSSBERG	Chief Executive Officer (Principal Executive Officer) and President; Director	February 24, 2026
Andrew R. Schlossberg
/s/ L. ALLISON DUKES	Senior Managing Director and Chief Financial Officer (Principal Financial Officer)	February 24, 2026
L. Allison Dukes
/s/ TERRY G. VACHERON	Chief Accounting Officer (Principal Accounting Officer)	February 24, 2026
Terry G. Vacheron
/s/ G. RICHARD WAGONER, JR.	Chairperson and Director	February 24, 2026
G. Richard Wagoner, Jr.
/s/ SARAH E. BESHAR	Director	February 24, 2026
Sarah E. Beshar
/s/ THOMAS M. FINKE	Director	February 24, 2026
Thomas M. Finke
/s/ THOMAS P. GIBBONS	Director	February 24, 2026
Thomas P. Gibbons
/s/ WILLIAM F. GLAVIN, JR.	Director	February 24, 2026
William F. Glavin, Jr.
/s/ ELIZABETH. S. JOHNSON	Director	February 24, 2026
Elizabeth S. Johnson
/s/ SIR NIGEL SHEINWALD	Director	February 24, 2026
Sir Nigel Sheinwald
/s/ PAULA C. TOLLIVER	Director	February 24, 2026
Paula C. Tolliver
/s/ CHRISTOPHER C. WOMACK	Director	February 24, 2026
Christopher C. Womack
/s/ PHOEBE A. WOOD	Director	February 24, 2026
Phoebe A. Wood

106

Exhibit 4.7

DESCRIPTION OF CAPITAL STOCK

The following summary of the terms of Invesco Ltd.’s share capital may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of our Memorandum of Association and our Fourth Amended and Restated Bye-Laws, as amended (“Bye-Laws”). The descriptions of the Memorandum of Association and the Bye-Laws contained herein are qualified by reference to the actual documents.

General

Shares Authorized and Outstanding. The authorized share capital of Invesco Ltd. is 1,050,000,000 common shares of par value $0.20 each and 20,000,000 undesignated shares of par value $0.20 each, which may be issued without any prior shareholder approval as common shares or preference shares. The company designated 4,010,448 shares of 5.9% fixed rate non-cumulative perpetual series A preference shares of which 2,510,448 are currently outstanding. Our preferred stock is not registered. Please refer to the cover of our annual report on Form 10-K for the number of shares of our common stock outstanding.

DESCRIPTION OF COMMON STOCK

Unless the context otherwise requires, references to “shareholder” or “shareholders” means the person(s) whose name(s) appears on a company’s register of members or shareholders and who are the legal owners of the common shares concerned.

Voting Rights. In general, and except as provided below, a shareholder who is present in person and entitled to vote at a shareholders’ meeting is entitled to one vote on a show of hands regardless of the number of shares he or she holds. On a poll, the method by which we have conducted our previous shareholders’ meetings, each shareholder having the right to vote, who is present in person or by proxy, is entitled to one vote for each common share held. Under our Bye-Laws, subject to certain exceptions, including amalgamations and schemes of arrangement, which, in certain circumstances in accordance with the Bermuda Companies Act 1981 (as amended), require the affirmative vote of at least three-fourths of the votes cast, any questions proposed for the consideration of the shareholders at any general meeting generally are decided by the affirmative votes of a majority of the votes cast in accordance with our Bye-Laws. At the commencement of any general meeting, two or more persons present in person and representing, in person or by proxy, more than 50 percent of the issued and outstanding shares entitled to vote at the meeting constitute a quorum for the transaction of business.

Action by Written Consent. Under Bermuda law and subject to our Bye-Laws, the Bermuda Companies Act 1981 (as amended) provides that shareholders may take action by resolution in writing signed by the majority of shareholders representing the majority required to pass the resolution if it was considered at a general meeting; our Bye-Laws, however, require a resolution in writing to be signed by 100 percent of shareholders who on the date of the resolution would be entitled to attend that meeting and vote on the resolution.

Listing. Our common shares are listed on the New York Stock Exchange under the symbol “IVZ.”

Sources and Payment of Dividends

Bermuda law does not permit the declaration or payment of dividends or distributions of contributed surplus by a company if there are reasonable grounds for believing that a company is, or after the payment is made would be, unable to pay its liabilities as they become due, or the realizable value of such company’s assets would be less, as a result of the payment, than its liabilities. Dividends or distributions of contributed surplus may not be paid out of the company’s share premium account. The excess of the consideration paid on an issue of shares over the aggregate par value of such shares must (except in certain limited circumstances) be credited to a share premium account. Share premium may be applied in certain limited circumstances, for example, to pay up unissued shares which may be distributed to shareholders in proportion to their holdings as fully paid bonus shares, but is otherwise

subject to limitation. Holders of our common shares are entitled to receive such dividends as lawfully may be declared from time to time by our board of directors.

Rights of Repurchase and Redemption

Upon a resolution of our board of directors, we may generally make open-market purchases of our shares without shareholder approval. Any shares repurchased by Invesco Ltd. would either be cancelled or held as treasury shares in accordance with the Bermuda Companies Act 1981 (as amended). In addition, we may only repurchase shares if on the date the repurchase is to be effected there are reasonable grounds for believing that Invesco Ltd. can pay its liabilities as they become due at the time of repurchase and thereafter.

Our Board of Directors

Our Bye-Laws provide that the number of directors will be determined by our board of directors. Currently, our board of directors consists of eleven persons. Each director is elected for a one-year term.

Liquidation Rights

If Invesco Ltd. is to be wound up, the liquidator may, with the sanction of a resolution of the shareholders, divide amongst the shareholders the whole or any part of the assets of Invesco Ltd. (whether they consist of property of the same kind or not) and may, for this purpose, set such value on these assets as the liquidator deems fair. However, no shareholder will be compelled to accept any shares or other securities or assets whereon there is any liability.

Nomination Procedures

The Bermuda Companies Act 1981 (as amended) provides that shareholders may, as set forth below and at their own expense (unless a company otherwise resolves), require a company to give notice of any resolution that the shareholders can properly propose at the next annual general meeting and/or to circulate a statement prepared by the requesting shareholders in respect of any matter referred to in a proposed resolution or any business to be conducted at a general meeting. The number of shareholders necessary for such a requisition is either that number of shareholders representing at least five percent (5%) of the total voting rights of all shareholders having a right to vote at the meeting to which the requisition relates or not less than 100 shareholders.

Under our Bye-Laws, for nominations or other business to be properly brought before an annual general meeting by a shareholder, the shareholder must have given timely notice thereof in writing to our corporate secretary and such other business must otherwise be a proper matter for shareholder action. Notice is considered timely only if given to our corporate secretary not less than 90 nor more than 120 days prior to the first anniversary of the date of the preceding year’s annual general meeting of shareholders. However, if the date of the annual general meeting is more than 30 days before or more than 60 days after such anniversary date, any notice by the shareholder of business or the nomination of directors for election or re-election to be brought before the annual general meeting to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual general meeting and not later than the close of business on the later of the 90th day prior to such annual general meeting and the 10th day following the day on which public announcement of the date of such meeting is first made. Our Bye-Laws set forth the information that must be furnished to our corporate secretary in order for any such notice to be proper.

Amendment of Bye-Laws

Generally, our Bye-Laws may be rescinded, altered or amended, and new Bye-Laws may be made when approved by a resolution of our board of directors and by a resolution of our shareholders. However, our Bye-Laws require the affirmative vote of the holders of at least three-quarters of the total combined voting power of all our issued and outstanding shares in order to amend certain of our Bye-Laws.

Pre-emptive Rights

Under Bermuda law, unless otherwise provided in a company’s Bye-Laws, shareholders of a company are not entitled to pre-emptive rights. Our Bye-Laws do not provide for pre-emptive rights.

Preference Shares

Subject to our Bye-Laws and Bermuda law, our board of directors has the power to issue any of Invesco Ltd.’s undesignated shares as it determines, including the power to issue any shares or class of shares with preferred, deferred or other special rights.

Subject to certain limitations contained in our Bye-Laws and any limitations prescribed by applicable law, our board of directors is authorized to issue preference shares in one or more series and to fix the designation, powers, preferences and rights and the qualifications, limitations or restrictions of such shares, including but not limited to dividend rates, conversion rights, voting rights, terms of redemption/repurchase (including sinking fund provisions), redemption/repurchase prices and liquidation preferences, and the number of shares constituting, and the designation of, any such series, without further vote or action by shareholders. Under our Memorandum of Association and Bye-Laws, there are 15,989,552 undesignated shares that may be issued either as common shares or as preference shares.

Share Class Rights

The rights attached to any class or series may be amended with the written consent of the holders of seventy-five percent (75%) of the issued shares of the class or series being affected or with the sanction of a resolution passed by the holders of not less than seventy-five percent (75%) of the issued shares of that class at a separate general meeting of the holders of the shares of the class or series voting in person or by proxy.

Rights of Inspection

Members of the general public have the right to inspect Invesco Ltd.’s public documents available at the office of the Registrar of Companies in Bermuda and the company’s registered office in Bermuda, which will include the company’s Memorandum of Association (including its objects and powers) and any alteration to the Memorandum of Association and documents relating to any increase or reduction of authorized capital. Shareholders have the additional right to inspect our Bye-Laws, minutes of general meetings and audited annual financial statements, which must be presented to the annual general meeting of shareholders. The register of shareholders is also open to inspection by shareholders or members of the public without charge, and copies are to be provided on request with the payment of the appropriate fee. Invesco Ltd. is also required to maintain a share register in Bermuda, but by giving the required notice to the Bermuda Registrar of Companies, the company may establish a branch register outside of Bermuda. Invesco Ltd. is required to keep at the registered office a register of the company’s directors and officers (containing that information required under Bermuda law), which is open for inspection by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.

Restrictions of Transfer

Unless otherwise required by any applicable requirements of the New York Stock Exchange (or any other applicable stock exchange), we may decline to approve or to register any transfer of any shares if a written opinion from counsel has not been obtained to the effect that registration of such shares under the Securities Act is not required, and we must decline to approve or to register any transfer of any share if the transferee has not been approved by applicable governmental authorities if approval is required or if not in compliance with applicable consent, authorization or permission of any governmental body or agency in Bermuda. If we refuse to register a transfer of any share, our corporate secretary must send the transferor and transferee notice of the refusal within one month after the date on which the transfer was lodged. The registration of transfers may be suspended at such times and for such periods as the company may from time to time determine, but registration cannot be suspended for more than 45 days in any year.

Change of Control

Our Bye-Laws contain certain provisions that may impede or delay an unsolicited takeover of the company under certain circumstances. For example, under our Bye-Laws:


			•						we are prohibited from engaging, under certain circumstances, in a business combination (as defined in our Bye-Laws) with any interested shareholder (as defined in our Bye-Laws) for three years following the date that the shareholder became an interested shareholder;


			•						our board of directors, without further shareholder action, is permitted by our Bye-Laws to issue preference shares, in one or more series, and determine by resolution any designations, preferences, qualifications, privileges, limitations, restrictions, or special or relative rights of an additional series. The rights of preferred shareholders may supersede the rights of common shareholders;


			•						Shareholders may only remove directors for cause (as defined in our Bye-Laws);


			•						our board of directors is authorized to expand its size and fill vacancies; and


			•						shareholders cannot act by written consent unless the consent is unanimous.

Exhibit 10.26

All UCITS staff: Upfront RFUs 2025

INVESCO LTD. DEFERRED INCENTIVE PLAN

RESTRICTED FUND UNIT AGREEMENT – UPFRONT

(“RFU Agreement”)

Non-transferable

Effective as of the Grant Date, the subsidiary of Invesco Ltd. (“Company”) that employs you (the "Grantor" or “Employer”) hereby applies your investment elections and allocates units and/or shares (your "Investment Choice(s)") to your account on a notional basis (the “Upfront RFUs”).

Subject to the terms of the Invesco Ltd. Deferred Incentive Plan (the “Plan”), the terms of any Remuneration Policy of Invesco Ltd. or its Affiliates as in effect from time to time to the extent such policy is applicable to you (the “Remuneration Policy”), and this RFU Agreement, your Upfront RFUs are fully vested and non-forfeitable as of the Grant Date. Distribution and payment of the Upfront RFUs is further detailed in the Terms and Conditions of this RFU Agreement.

By accepting this RFU Agreement, you acknowledge that you have received a copy of the Plan, that you have read and understood this RFU Agreement in its entirety, and that you agree to this RFU Agreement in its entirety, the terms of the Plan, and the terms of any Remuneration Policy. This RFU Agreement may be amended only by a written agreement between the Grantor and you. If you fail to accept this RFU Agreement within sixty (60) days of the Grant Date, the Grantor may terminate your Upfront RFUs.

ACCEPTED AND AGREED TO by you as of the Grant Date.

Participant:

____________________________________

Signature

Continued on the following page

TERMS AND CONDITIONS – Upfront RFUs – UCITS Staff

1.Plan Controls; Restricted Fund Units. In consideration of the Upfront RFUs (the “Upfront RFUs”) granted hereunder, you hereby promise to honor and to be bound by the terms of the Invesco Ltd. Deferred Incentive Plan (the “Plan”) and any Remuneration Policy of Invesco Ltd. or its Affiliates as in effect from time to time to the extent such policy is applicable to you (the “Remuneration Policy”). In addition, you hereby promise to honor and to be bound by the following terms and conditions, together with the Grant Notice, which constitute this RFU Agreement which serves as the agreed basis for your Upfront RFUs. The terms contained in the Plan and the Remuneration Policy are incorporated into and made a part of this RFU Agreement, and this RFU Agreement shall be governed by and construed in accordance with the Plan and Remuneration Policy. In the event of any actual or alleged conflict between the provisions of any of the Plan, the Remuneration Policy, if applicable, and this RFU Agreement, (i) the provisions of the Remuneration Policy, if applicable, shall control and, to the extent of any conflict, be deemed to amend the Plan and this RFU Agreement, and (ii) the provisions of the Plan shall control and, to the extent of any conflict, be deemed to amend this RFU Agreement. The Upfront RFUs, which are denominated in shares of your Investment Choice(s), represent a contractual obligation of the Grantor (as defined in the Grant Notice) to pay an amount in cash equal to the Fair Market Value of the number of shares of your Investment Choice(s) identified in this RFU Agreement pursuant to Section 6 of the Plan and the additional terms and restrictions hereunder and in any applicable Remuneration Policy. Unless the context otherwise requires, and solely for the purposes of these Terms and Conditions, the term:

(a)“Company” means Invesco Ltd., its Affiliates and their respective successors and assigns, as applicable,

(b)“Employer” means the Company or Affiliate that employs you,

(c)“Qualified Retirement” means you are Retirement Eligible and (i) you have provided Retirement Notice as required in Section 6 hereof and (ii) you have executed and not revoked the Vesting Agreement and Full and Final Release in the form provided by the Company (the “Retirement Vesting Agreement”).

(d)“Retirement Eligible” means, unless otherwise required by local law as determined by the Company, your attainment of the earlier of 60 or more years of age and five or more full years of continuous employment with the Company or its Affiliates, or 55 or more years of age and ten full years of continuous employment with the Company or its Affiliates.

Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Plan.

2.Restrictions. The Upfront RFUs may not be sold, assigned, transferred, pledged or otherwise encumbered.

3.Full Vesting. The Upfront RFUs are vested and nonforfeitable as of the Grant Date, subject to the performance adjustment as set forth in Paragraph 16 hereof.

3.1Payment Date.

(a) The Upfront RFUs shall be settled upon the earliest to occur of the following (i) as of August 31 of the calendar year in which the Grant Date falls, or (ii) as of the date of your Termination of Service due to death or Disability, or (iii) as of August 31 of the calendar year in which the Grant Date falls in the event of your Termination of Service due to Qualified Retirement.

(b) An amount equal to the Fair Market Value of the fund and/or trust shares of the Investment Choice(s) represented by the Upfront RFUs will be paid in a lump sum in local currency within 60 days following the Payment Date.

4. No Shareholder Rights; Payment in Lieu of Dividends. You shall have none of the rights of a shareholder of any funds with respect to the Upfront RFUs, including voting or dividend rights. If and when any cash dividends or distributions are paid with respect to the shares of your Investment Choice(s) represented by the Upfront RFUs while the Upfront RFUs are outstanding, your Investment Funds Account will be credited with additional Upfront RFUs relating to the same Investment Choice(s) as the shares on which such dividends or distributions are paid, and such additional Upfront RFUs shall be subject to the same Terms and Conditions, including vesting and distribution requirements, as are applicable to the underlying Upfront RFUs.

5. Notice Period Requirement. During your employment with the Employer, you shall be required to give to the Employer advance written notice of your intent to terminate your employment relationship as reflected in your Employment Agreement (the “Employment Notice Period”). Your employment with the Employer shall not terminate until the expiration of the Employment Notice Period, provided, however, the Employer shall have the right, in its sole discretion, to waive this notice requirement and terminate your employment prior to the end of the Employment Notice Period, unless prohibited by local law. You are prohibited from working in any capacity for yourself or any other business during the Employment Notice Period without the prior written consent of the Company. Additionally, notwithstanding anything in the foregoing to the contrary, at any time during your employment relationship, the Employer may immediately terminate the employment relationship for Cause. The date on which your employment terminates, regardless of the reason for the separation of employment, including all voluntary and involuntary reasons, shall be your “Termination of Service” for purposes of this Award Agreement.

6. Qualified Retirement Notice Requirement. If you satisfy the requirements for being Retirement Eligible and wish to retire from the Company pursuant to a Qualified Retirement, you must (a) give your Employer [NUMBER OF MONTHS] advance written notice of your intent to retire (the “Retirement Notice Period”) and (b) upon your Termination of Service, execute and not revoke the Retirement Vesting Agreement in the form provided by the Company. Notice of Qualified Retirement must be given via electronic mail to your immediate manager with a copy to Human Resources. Among other provisions, the Retirement Vesting Agreement will contain a release of all claims relating to your employment against your Employer and, for those with a Retirement Notice Period of greater than 6 months, a covenant to not compete with the Company for a period of one year after Termination of Service.

7. Employment Matters. You agree that this RFU Agreement is entered into and is reasonably necessary to protect the Company’s investment in your advancement opportunity, training and development and to protect the goodwill and other legitimate business interests of the Company. You also agree that, in consideration of the Award, confidential information, trade secrets and training and development provided to you, you will abide by the restrictions set forth in this Paragraph 7, and you further agree and acknowledge that the restrictions set forth in this Section 7 are reasonably necessary to protect the confidential and trade secret information provided to you.

7.1 Nondisclosure. You agree that, at all times during your employment with the Employer and thereafter, whether during or following the period when the Upfront RFUss are subject to vesting restrictions (the “Restriction Period”), you shall not directly or through others use for yourself or any other business or disclose to any person any Confidential Information (as defined below) without the prior written consent of the Company, except as necessary to perform your job duties for the Employer. However, if, and only if, applicable law requires a time limit to be placed on obligations concerning the post-employment use of Confidential Information in order for that obligation to be enforceable, as determined by the Company in its sole discretion, then this Agreement’s restriction on your use of Confidential Information that is not a trade secret will expire two (2) years following the date of your Termination of Service. This time limit will not apply to (a) Confidential Information that qualifies as a trade secret, or (b) information of third-parties provided to the Company or its Affiliates. The Company’s and its Affiliates’ trade secrets will remain protected for as long as they qualify as trade secrets under applicable law. Information provided to the Company or its Affiliates by third-parties will remain protected for as long as allowed under the laws and/or separate agreements that make it confidential. Nothing in the foregoing shall be construed to permit you to recreate records of Confidential Information from memory or retain copies of Confidential Information in any form after the date of your Termination of Service. All Confidential Information in your possession upon your termination of employment must be returned to the Company on or immediately after date of your Termination of Service.

“Confidential Information” means all non-public information (whether a trade secret or not and whether proprietary or not) relating to the Company’s or its Affiliates’ business and its and their customers that the Company and/or its Affiliates either treats as confidential or is of value to the Company or is important to the Company’s business and operations, including but not limited to the following specific items: trade secrets; actual or prospective customer lists; preferences and contract terms; marketing strategies; non-public sales information, including actual and prospective pricing; products in development and details surrounding such products; research and development; information systems and software; business plans and projections; non-public financial or cost data; compensation and personnel information of other Company and its Affiliates’ employees; and any other non-public business information regarding the Company and its Affiliates.

7.2 Nonrecruitment; Nonsolicitation. Subject to the jurisdiction-specific modifications in Addendum 1 (incorporated herein by reference) applicable to you, if any, you agree that during your employment with your Employer and for six (6) months following the date of your Termination of Service (the “Covenant Period”), not to directly or through others, individually or in concert with any other person or entity (i) solicit or attempt to solicit any employee of the Company or any of its Affiliates with whom you had work-related contact or obtained Confidential Information about during the Look Back Period (a “Relevant Employee”) to leave the employ of the Company or the respective Affiliate or otherwise lessen that party’s affiliation with the Company or the respective Affiliate, or (ii) solicit or attempt to solicit any then-current, and to the extent permitted by applicable law any prospective, client or customer of the Company or any of its Affiliates with whom you had work-related contact or obtained Confidential Information about during the Look Back Period (a “Covered Customer”) for purposes of offering, providing or selling investment management products or services offered by the Company or any of its Affiliates as of the date of your Termination of Service that were offered, provided and/or sold by you on the Company’s behalf or for which you provided management services or operational support. “Look Back Period” means (a) the last two (2) years of your employment with the Employer or such shorter time as you were employed by the Employer, or if that time period is determined by a court of competent jurisdiction not to be enforceable, then (b) the last one (1) year of your employment with the Employer. “Solicit” and related terms such as “soliciting” or engaging in “solicitation” means to engage in contact, acts, or communication, whether directly engaged in by you in person or indirectly engaged in through the use or control of others, that cause or induce, attempt to cause or induce, or can be reasonably expected to cause or induce a party to engage in a particular action or conduct, regardless of who first initiates the contact or communication, or whether or not the communication at issue is in response to a request for information or not.

7.3 Enforceability of Covenants. You acknowledge that the Company and its Affiliates have a current and future expectation of business from the current and proposed customers of the Company and its Affiliates. The parties agree that if any portion of the foregoing covenants in Section 7.2 is deemed to be unenforceable because any of the restrictions contained in this Award Agreement are deemed too broad (in scope, time, or geographic area), the court shall modify the covenant(s) in a manner that will enable the enforcement of the covenant(s) to the

maximum extent possible under applicable law. If any section or subsection of this Agreement is construed to be invalid or unenforceable under applicable law, then all other portion(s) of the Agreement shall not be affected thereby and shall be given full force and effect without regard to the invalid or unenforceable portions.

You agree that any breach of the covenants in Section 7.2 may result in irreparable damage and injury to the Company and its Affiliates and that the Company and its Affiliates may be entitled to injunctive relief. Nothing herein shall be construed as a waiver of any right the Company or its Affiliates may have or hereafter acquire to pursue any other remedies available to it for such breach or threatened breach, including recovery of damages from you.

You also agree that the Company and its Affiliates shall be entitled to have you pay all costs and attorneys’ fees incurred by the Company and its Affiliates in enforcing the restrictive covenants in Sections 7.1 and 7.2 of this Agreement. However, if you reside in and are subject to the law of a state that would convert this recovery of attorneys’ fees provision to a reciprocal obligation or an obligation where the prevailing party would recover fees and costs, then such recovery of attorneys’ fees and costs provision shall not apply and each party will bear their own attorneys’ fees and costs.

7.4 Geographic Limitation. The nonsolicitation restrictions in Section 7.2 are reasonably limited by geography to those locations where the Covered Customers and Covered Employees referred to are located and available for solicitation; but, if a court determines this is not sufficient for enforcement, then Section 7.2 shall be limited to the Territory. The “Territory” shall depend upon your position with the Employer: (i) if, during all or part of the Look Back Period, you are in a position where your responsibilities are not geographically limited to an assigned location or territory and you are provided with Confidential Information that is not geographically limited to an assigned location or territory (such as, by way of example but not limitation, corporate positions, such as management positions, marketing, product development, and operations employees), then “Territory” means the country in which you work; (ii) if you are assigned to a specific territory or region (or other geographic designation) during the Look Back Period, then “Territory” means that assigned specific territory or region; or (iii) in the event that (i) and (ii) do not apply, then the “Territory” is the state(s) or province(s) where you performed services in or on behalf of the Company or its Affiliates during the Look Back Period.

7.5 Time Extension. The post-employment period of time during which you are prohibited from engaging in certain practices pursuant to Section 7.2 shall be extended by one day for each day of your failure either to comply with said provisions or to take prompt corrective action to make the Company or its Affiliates whole for any breach, up to a maximum extension equal to the original post-employment restricted period.

8. Relationship to Other Agreements. Subject to the limitations set forth below, in the event of any actual or alleged conflict between the provisions of this RFU Agreement and (i) any other agreement regarding your employment with the Grantor (“Employment Agreement”), or (ii) any prior agreement or certificate governing any equity or fund award (the documents described in clauses (i) and (ii) hereof being collectively referred to as the “Other Agreements”), the provisions of this RFU Agreement shall control and, to the extent of any conflict, be deemed to amend such Other Agreement. Notwithstanding the foregoing, in the event that the Notice Period referred to in Paragraph 5 or the Nondisclosure Period or Covenant Period referred to in Section 7 of this RFU Agreement is shorter in duration than that provided in an Employment Agreement, the Notice Period, Nondisclosure Period or Covenant Period (as applicable) set forth in the Employment Agreement shall apply.

9. Employee Data Privacy. The Company is located at Midtown Union, 1331 Spring Street, N.W., Suite 2500, Atlanta, Georgia 30309, and grants Upfront RFUs under the Plan to employees of the Company and its Affiliates in its sole discretion. You should review the following information about the Company’s data processing practices.

a.Data Collection, Processing and Usage. Pursuant to applicable data protection laws, you are hereby notified that the Company collects, processes, and uses certain personally-identifiable information about you; specifically, including your name, home address, email address and telephone number, date of birth, social insurance / passport number or other identification number (e.g. resident registration number), salary, citizenship, job title, any Shares or directorships held in the Company, and details of all Upfront RFUs or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in your favor, which the Company receives from your or the Employer (“Personal Information”). In granting the Upfront RFUs under the Plan, the Company collects your personal data for purposes of implementing, administering and managing the Plan. The Company’s legal basis for collecting, processing and using your Personal Information will be the Company’s necessity to execute its contractual obligations under this Agreement and to comply with its legal obligations. Your refusal to provide Personal Information may affect your ability to participate in the Plan. As such, by participating in the Plan, you voluntarily acknowledge the collection, processing and use, of your Personal Information as described herein.

b.Plan Service Provider. The Company transfers participant data to EWM Global or such other incentive plan administrator selected by the Company from time to time, the “Plan Service Provider”), an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a

different Plan Service Provider and share your Personal Information with another company that serves in a similar manner. The Plan Service Provider will open an account for you to receive and trade Shares acquired under the Plan. You will be asked to agree on separate terms and data processing practices with the Plan Service Provider, which is a condition to your ability to participate in the Plan.

c.International Data Transfers. The Company and the Plan Service Provider are based in the United States. The Company can only meet its contractual obligations to you if your Personal Information is transferred to the United States. The Company’s legal basis for the transfer of your Personal Information to the United States is to satisfy its contractual obligations under the terms of this Agreement and/or its use of the standard data protection clauses adopted by the EU Commission.

d.Data Retention. The Company will use your Personal Information only as long as is necessary to implement, administer and manage your participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs your Personal Information, the Company will remove it from its systems. If the Company keeps your Personal Information longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.

e.Data Subjects Rights. You may have a number of rights under data privacy laws in your country of residence (and country of employment, if different). For example, your rights may include the right to (i) request access or copies of personal data the Company processes pursuant to this Agreement, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) request restrictions on processing, (v) lodge complaints with competent authorities in your country of residence (and country of employment, if different), and/or (vi) request a list with the names and addresses of any potential recipients of your Personal Information. To receive clarification regarding your rights, you should contact your local human resources department or the Company’s privacy team at Invesco Global Privacy Team, 1331 Spring Street, Atlanta, GA 30309 with a copy to: Invesco Corporate Legal, 1331 Spring Street, Atlanta, GA 30309.

10. Income Taxes and Social Insurance Contribution Withholding. Regardless of any action the Grantor takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Grantor (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Upfront RFUs, including the grant of the Upfront RFUs, the vesting of the Upfront RFUs, the settlement of the Upfront RFUs and the receipt of any dividends and dividend equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the Upfront RFUs to reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Grantor may be required to withhold or account for Tax-Related Items in more than one country.

If your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Grantor may withhold a portion of the amount otherwise payable to you pursuant to the Upfront RFUs to pay the Tax-Related Items required to be withheld with respect to the Upfront RFUs. Alternatively (or in combination), the Grantor may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from your regular salary or other amounts payable to you or may require you to submit payment equivalent to the Tax-Related Items required to be withheld with respect to the Upfront RFUs by means of certified check, cashier’s check or wire transfer. By accepting the Upfront RFUs, you expressly consent to the methods of withholding as provided hereunder. All other Tax-Related Items related to the Upfront RFUs shall be your sole responsibility.

To the extent the Grantor pays any Tax-Related Items that are your responsibility (“Advanced Tax Payments”), the Grantor shall be entitled to recover such Advanced Tax Payments from you in any and all manner that the Grantor determines appropriate in its sole discretion. For purposes of the foregoing, the manner of recovery of the Advanced Tax Payments shall include (but is not limited to) offsetting the Advanced Tax Payments against any and all amounts that may be otherwise owed to you by the Grantor (including regular salary/wages, bonuses, incentive payments and shares acquired by you pursuant to any equity compensation plan that are otherwise held by the Grantor or Invesco for your benefit).

11. Code Section 409A. The Upfront RFUs issued under this Agreement are not intended to constitute a nonqualified deferred compensation plan within the meaning of Section 409A of the Code, and the Plan and this RFU Agreement shall be interpreted, administered and deemed amended, if applicable, in a manner consistent with that intention. Notwithstanding the foregoing, if you are subject to U.S. federal income tax on any amounts payable hereunder and if any such amounts, including amounts payable pursuant to Paragraph 5 of this RFU Agreement, constitute nonqualified deferred compensation under Section 409A of the Code, those amounts shall be paid in accordance with the requirements of Section 409A of the Code and shall be subject to the provisions of Section 9 of the Plan.

12. Notice. Notices and communications under this RFU Agreement must be in writing and either personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid. Notices to the Grantor must be addressed to the Grantor’s registered address or any address designated by the Grantor in a written notice to you. Notices to Invesco must be addressed to Invesco Ltd., Sr. Manager, Executive Compensation, 1331 Spring Street. NW, Atlanta, Georgia 30309, U.S.A., or to any other address designated by Invesco in a written notice to you. Notices to you will be directed to your address then currently on file with the Grantor, or to any other address given by you in a written notice to the Grantor.

13. Compliance with Laws. As a condition to the grant of these Upfront RFUs, you agree to repatriate all amounts attributable to the Upfront RFUs in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different), to the extent applicable. In addition, you also agree to take any and all actions, and consent to any and all actions taken by Invesco and its Affiliates as may be required to allow Invesco and its Affiliates to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

14. Discretionary Nature of Plan; No Vested Rights. You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Grantor, in its sole discretion, at any time as provided under the Plan. The grant of the Upfront RFUs under the Plan is a one-time benefit and does not create any contractual or other right to receive Upfront RFUs or other awards or benefits in lieu of Upfront RFUs in the future. Future awards, if any, will be at the sole discretion of the Grantor, including, but not limited to, the form and timing of an award, the amounts granted thereunder and the vesting provisions.

15. Termination Indemnities. The value of the Upfront RFUs is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the Upfront RFUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments to which you may be otherwise entitled.

16. Performance Adjustment – Malus and Claw Back. Notwithstanding any other provision of this RFU Agreement or the Plan, prior to the Payment Date the Committee may determine, in good faith, whether any of the following circumstances have occurred during the time period between the Grant Date and the Payment Date:

(a) the financial performance of Invesco as a whole or the Grantor has suffered a significant downturn or deterioration; or

(b) the investment performance of the Grantor has suffered a significant deterioration; or

(d) there is a significant failure of risk management in relation to the Grantor or its investment portfolios.

If the Committee determines, in its sole discretion, that your actions were a significant contributing factor towards any of the situations set forth in (a) through (d) above, the Committee, in its sole discretion may reduce or eliminate entirely the number of Upfront RFUs granted hereunder, and you will forfeit all right, title and interest in and to such Upfront RFUs so reduced or eliminated (the “Forfeit Obligation”). You agree that the Grantor shall have the right to enforce the Forfeit Obligation by all legal means available, including without limitation, by withholding other amounts or property owed to you by the Grantor.

17. Compliance with the EU Directive on Undertakings for Collective Investments in Transferable Securities. To the extent the Upfront RFUs are subject by the EU Directive on Undertakings for Collective Investments in Transferable Securities (“UCITS”), the Upfront RFUs shall be administered and settled in accordance with applicable requirements, including the timing and method of distribution.

18. Value of Benefit. The future value of the Upfront RFUs is unknown and cannot be predicted with certainty. Neither the Company, the Grantor nor any Affiliate shall be liable for any foreign exchange rate fluctuation, where applicable, that may affect the value of the Upfront RFUs or of any amounts due to you pursuant to the settlement of the Upfront RFUs.

19. Use of English Language. You acknowledge and agree that it is your express intent that this RFU Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted with respect to the Upfront RFUs be drawn up in English. If you have received this RFU Agreement, the Plan or any other documents related to the Upfront RFUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

20. Addendum to this RFU Agreement. Notwithstanding any provisions in this RFU Agreement to the contrary, the Upfront RFUs shall be subject to any special terms and conditions for your country of residence (and country of employment, if different), as may be set forth in an

addendum to this RFU Agreement (“Addendum”). Further, if you transfer residency and/or employment to another country as may be reflected in an Addendum to this RFU Agreement, the special terms and conditions for such country will apply to your Upfront RFUs to the extent Invesco determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan. Any applicable Addendum shall constitute part of this RFU Agreement.

21. Additional Requirements. The Grantor reserves the right to impose other requirements on the Upfront RFUs and your participation in the Plan, to the extent the Grantor determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Upfront RFUs and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

22. Severability. The invalidity or unenforceability of any provision of the Plan or these Terms and Conditions shall not affect the validity or enforceability of any other provision of the Plan or these Terms and Conditions.

23. Electronic Delivery. The Grantor may, in its sole discretion, decide to deliver any documents related to the Upfront RFUs by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Grantor or a third party designated by the Grantor. Further, to the extent applicable, all references to signatures and delivery of documents in this RFU Agreement can be satisfied by procedures that the Grantor has established or may establish for an electronic signature system for delivery and acceptance of any such documents, including this RFU Agreement. Your electronic signature is the same as, and shall have the same force and effect as, your manual signature. Any such procedures and delivery may be effected by a third party engaged by the Grantor to provide administrative services related to the Plan.

T&C – UCITS Staff Upfront RFUs with RETIREMENT

2025 Update

Exhibit 21.0

Invesco Ltd. Company Subsidiary Report

(as of December 31, 2025)


Name			Country
Atlantic Wealth Holdings Limited			United Kingdom
Atlantic Wealth Management Limited			United Kingdom
Beijing HIW XinHe Investment Co., Ltd.			China
BVK Global Real Estate Invesco S.à r.l.			Luxembourg
C M Investment Nominees Limited			United Kingdom
Elliot Associates Limited			United Kingdom
Greenspruce GP Limited			United Kingdom
Harbourview Asset Management Corp			USA
HIW Private Equity Investment Management Limited			Hong Kong
Huajing Private Equity Management (Hainan) Co Ltd (“PRC”)			China
Huaneng Invesco Private Equity Management Company Ltd			China
Invesco Administration Services Limited			United Kingdom
Invesco Advisers, Inc.			USA
Invesco Alternative Solutions GP LLC			USA
Invesco Asia Pacific Private Equity Investment and Fund Management (Shenzhen) Limited			China
Invesco Asset Management Asia Limited			Hong Kong
Invesco Asset Management (Bermuda) Limited			Bermuda
Invesco Asset Management Australia (Holdings) Limited			Australia
Invesco Asset Management (India) Private Limited			India
Invesco Asset Management Ireland Holdings, Ltd.			Ireland
Invesco Asset Management (Japan) Limited			Japan
Invesco Asset Management Limited			United Kingdom
Invesco Asset Management Pacific Limited			Hong Kong
Invesco Asset Management (Schweiz) AG			Switzerland
Invesco Asset Management Singapore Ltd.			Singapore
Invesco Australia Limited			Australia
Invesco (B.V.I.) Nominees Limited			BVI
Invesco Canada Ltd.			Canada
Invesco Capital Management LLC			USA
Invesco Capital Markets, Inc.			USA
Invesco (Cayman Islands) Ltd.			Cayman Islands
Invesco Direct Lending II GP S.à.r.l.			Luxembourg
Invesco Distributors, Inc.			USA
Invesco DST Manager LLC			USA
Invesco Far East Limited			United Kingdom
Invesco Finance, Inc.			USA


1 \| Page


Name			Country
Invesco Finance PLC			United Kingdom
Invesco Financial Services Ltd.			Canada
Invesco Fund Managers Limited			United Kingdom
Invesco Global Asset Management DAC			Ireland
Invesco Global Direct Real Estate Feeder GP Ltd.			Canada
Invesco Global Direct Real Estate GP Ltd.			Canada
Invesco Global Funds GP, LLC			USA
Invesco Global Investment Funds Limited			United Kingdom
Invesco Global Real Estate Asia Pacific Inc.			USA
Invesco Great Wall Fund Management Company Limited			China
Invesco Great Wall Asset Management (Shenzhen) Co. Ltd.			China
Invesco Group Limited			United Kingdom
Invesco Group Services, Inc.			USA
Invesco GT Asset Management Limited			United Kingdom
Invesco Far East Limited			United Kingdom
Invesco Holding Company Limited			United Kingdom
Invesco Holding Company (US), Inc.			USA
Invesco Hong Kong Limited			Hong Kong
Invesco Inc.			Canada
Invesco Indexing, LLC			USA
Invesco (India) Private Limited			India
Invesco International Holdings Limited			United Kingdom
Invesco Investment Advisers LLC			USA
Invesco Investments (Bermuda) Limited			Bermuda
Invesco Investment Consulting (Beijing) Limited			China
Invesco Investment Management Limited			Ireland
Invesco Management Consulting (Shanghai) Limited			China
Invesco Investment Services, Inc.			USA
Invesco IP Holdings (Canada) Ltd.			Canada
Invesco Loan Manager, LLC			USA
Invesco Ltd.			Bermuda
Invesco Managed Accounts, LLC			USA
Invesco Management S.A.			Luxembourg
Invesco (Nominees) Limited			United Kingdom
Invesco OFI Global Asset Management LLC			USA
Invesco Pacific Group Limited			United Kingdom
Invesco Pensions Limited			United Kingdom
Invesco Polska S.P.z.o.o.o.			Poland
Invesco Private Capital, Inc.			USA


2 \| Page


Name			Country
Invesco Private Capital Investments, Inc.			USA
Invesco Private Credit Associates LLC			USA
Invesco Private Credit Lending LLC			USA
Invesco Real Estate ASA1, L.P.			Cayman Islands
Invesco Real Estate Asia Fund V, LLC			Cayman Islands
Invesco Real Estate Asia HRO GP, LLC			USA
Invesco Real Estate Asia MTC GP, Ltd.			Cayman Islands
Invesco Real Estate Atlas G.P. S.à r.l			Luxembourg
Invesco Real Estate Investment Asia Pacific Limited			Hong Kong
Invesco Real Estate Korea			Korea
Invesco Real Estate Management S.à r.l			Luxembourg
Invesco Real Estate Value Add S.à r.l Luxembourg			Luxembourg
Invesco Realty, Inc.			USA
Invesco Ruihe (Shanghai) Private Equity Investment Management Company Limited			China
Invesco Ruihong (Shanghai) Enterprise Management and Consulting Company Limited			China
Invesco Senior Secured Management, Inc.			USA
Invesco Singapore Pte. Ltd.			Singapore
Invesco Specialized Products, LLC			USA
Invesco Taiwan Limited			Taiwan
Invesco Trust Company			Texas
Invesco Trustee Private Limited			India
Invesco UK Holdings Limited			United Kingdom
Invesco UK Limited			United Kingdom
Invesco UK Services Limited			United Kingdom
Invesco WLR Limited			Hong Kong
IRE AFIII, Ltd.			Cayman Islands
IRE AFIV GP, L.P.			Cayman Islands
IRE AFIV GP, Ltd.			Cayman Islands
IRE AFV, Ltd.			Cayman Islands
IRE AFV GP, Ltd.			Cayman Islands
IRE AFV GP, L.P.			Cayman Islands
IRE ASA 1 GP, Ltd			Cayman Islands
IRE (Cayman) Limited			Cayman Islands
IRE Core Insurance Services LLC			Vermont
IRE Financing GP S.à r.l			Luxembourg
IVZ Finance DAC			Ireland
IVZ Immobilien Verwaltungs GmbH			Germany
James Bryant Limited			United Kingdom


3 \| Page


Name			Country
OFI International Ltd.			United Kingdom
Oppenheimer Acquisition Corp.			USA
OppenheimerFunds, Inc.			USA
Perpetual Limited			United Kingdom
Pine Spring Investment SPC			Cayman Islands
Pocztylion – Arka PTE S.A.			Poland
Ross Expansion Associates LP			USA
Sermon Lane Nominees Limited			United Kingdom
Settlement Agent, LLC			USA
SNW Asset Management Corp.			USA
Source Holdings Limited			Cayman Islands
SteelPath Funds Remediation LLC			USA
Themis GP Limited			UK
Theodomir S.à r.l			Luxembourg
Tremont (Bermuda) Limited			Bermuda
Tremont GP, LLC			USA
Tremont Group Holdings, LLC			USA
Tremont Partners, LLC			USA
Trinity Investment Management Corp.			USA
WLR China Energy Associates Ltd.			Cayman Islands
W L Ross & Co., LLC			USA
W L Ross GW Holdings (Cayman) Ltd.			Cayman Islands
Wessex Winchester GP Limited			United Kingdom
X Holdings I Investment, LLC			USA


4 \| Page

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-285194) and Form S-8 (Nos. 333-166919; 333-181536; 333-212037; 333-231453; 333-231454; 333-257122; 333-265880 and 333-281131) of Invesco Ltd. of our report dated February 24, 2026 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Atlanta, GA

February 24, 2026

Exhibit 31.1

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Andrew R. Schlossberg, certify that:

1. I have reviewed this Annual Report on Form 10-K of Invesco Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


February 24, 2026						/s/ ANDREW R. SCHLOSSBERG
						Andrew R. Schlossberg
						President and Chief Executive Officer

Exhibit 31.2

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, L. Allison Dukes, certify that:

1. I have reviewed this Annual Report on Form 10-K of Invesco Ltd.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


February 24, 2026						/s/ L. ALLISON DUKES
						L. Allison Dukes
						Senior Managing Director and Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF ANDREW R. SCHLOSSBERG

PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Invesco Ltd.'s (the “Company”) Annual Report on Form 10-K for the period ended December 31, 2025 (the “Report”), I, Andrew R. Schlossberg, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


February 24, 2026						/s/ ANDREW R. SCHLOSSBERG
						Andrew R. Schlossberg
						President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF L. ALLISON DUKES

PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Invesco Ltd.'s (the “Company”) Annual Report on Form 10-K for the period ended December 31, 2025 (the “Report”), I, L. Allison Dukes, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


February 24, 2026						/s/ L. ALLISON DUKES
						L. Allison Dukes
						Senior Managing Director and Chief Financial Officer

v3.25.4

Cover Page - USD ($)
$ in Billions
12 Months Ended

Dec. 31, 2025

Jan. 31, 2026

Jun. 30, 2025

Cover [Abstract]

Document Type 10-K

Document Annual Report true

Document Period End Date Dec. 31, 2025

Current Fiscal Year End Date --12-31

Document Transition Report false

Entity File Number 001-13908

Entity Registrant Name Invesco Ltd.

Entity Incorporation, State or Country Code D0

Entity Tax Identification Number 98-0557567

Entity Address, Address Line One 1331 Spring Street NW,

Entity Address, Address Line Two Suite 2500,

Entity Address, City or Town Atlanta,

Entity Address, State or Province GA

Entity Address, Postal Zip Code 30309

City Area Code (404)

Local Phone Number 892-0896

Title of 12(b) Security Common stock, $0.20 par value

Trading Symbol IVZ

Security Exchange Name NYSE

Entity Well-known Seasoned Issuer No

Entity Voluntary Filers No

Entity Current Reporting Status Yes

Entity Interactive Data Current Yes

Entity Filer Category Large Accelerated Filer

Entity Small Business false

Entity Emerging Growth Company false

ICFR Auditor Attestation Flag true

Document Financial Statement Error Correction false

Entity Shell Company false

Entity Public Float $ 5.7

Entity Common Stock, Shares Outstanding (in shares) 443,673,777

Documents Incorporated by Reference
DOCUMENTS INCORPORATED BY REFERENCE
The registrant will incorporate by reference information required in response to Part II, Item 5 and Part III, Items 10-14 in its definitive Proxy Statement for its annual meeting of shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2025.

Entity Central Index Key 0000914208

Document Fiscal Year Focus 2025

Document Fiscal Period Focus FY

Amendment Flag false

v3.25.4

Audit Information
12 Months Ended

Dec. 31, 2025

Audit Information [Abstract]

Auditor Name PricewaterhouseCoopers LLP

Auditor Location Atlanta, Georgia

Auditor Firm ID 238

v3.25.4

Consolidated Balance Sheets - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

ASSETS

Cash and cash equivalents $ 1,037.5 $ 986.5

Accounts receivable 884.7 740.8

Investments 1,381.1 1,240.0

Other assets 857.6 1,120.7

Property, equipment and software, net 378.9 479.0

Intangible assets, net 3,927.3 5,749.3

Goodwill 8,477.1 8,318.1

Investments and other assets of CIP ^[1] 10,149.8 8,374.5

Total assets 27,094.0 27,008.9

LIABILITIES

Accrued compensation and benefits 1,091.2 1,029.2

Accounts payable and accrued expenses 1,303.7 1,285.3

Debt 1,825.1 890.6

Deferred tax liabilities, net 901.5 1,281.9

Debt and other liabilities of CIP ^[1] 8,967.6 6,853.1

Total liabilities 14,089.1 11,340.1

Commitments and contingencies (See Note 17)

TEMPORARY EQUITY

Redeemable noncontrolling interests in consolidated entities 75.4 544.7

Equity attributable to Invesco Ltd.:

Preferred shares ($0.20 par value; $1,000 liquidation preference; 4.0 million authorized and issued; 2.5 million outstanding as of December 31, 2025 (December 31, 2024: 4.0 million outstanding) 2,510.5 4,010.5

Common shares ($0.20 par value; 1,050.0 million authorized; 566.1 million shares issued as of December 31, 2025 and 2024) 113.2 113.2

Additional paid-in-capital 7,269.1 7,334.6

Treasury shares (2,825.7) (2,852.7)

Retained earnings 5,886.8 6,990.4

Accumulated other comprehensive income/(loss), net of tax (722.9) (1,036.1)

Total equity attributable to Invesco Ltd. 12,231.0 14,559.9

Equity attributable to nonredeemable noncontrolling interests in consolidated entities 698.5 564.2

Total permanent equity 12,929.5 15,124.1

Total liabilities, temporary and permanent equity $ 27,094.0 $ 27,008.9

[1] See Note 18, “Consolidated Investment Products,” for balances related to consolidated VIEs.

v3.25.4

Consolidated Balance Sheets (Parenthetical) - $ / shares
shares in Millions

Dec. 31, 2025

Dec. 31, 2024

Statement of Financial Position [Abstract]

Preferred stock par value (in usd per share) $ 0.20 $ 0.20

Preferred stock liquidation preference per share (in usd per share) $ 1,000 $ 1,000

Preferred stock authorized (in shares) 4.0 4.0

Preferred stock issued (in shares) 4.0 4.0

Preferred stock outstanding (in shares) 2.5 4.0

Common stock, par value (in usd per share) $ 0.20 $ 0.20

Common stock authorized (in shares) 1,050.0 1,050.0

Common stock issued (in shares) 566.1 566.1

v3.25.4

Consolidated Statements of Income - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Operating revenues:

Total operating revenues $ 6,377.1 $ 6,067.0 $ 5,716.4

Operating expenses:

Third-party distribution, service and advisory 2,127.1 2,025.6 1,825.2

Employee compensation 2,002.8 2,014.2 1,885.8

Marketing 84.0 81.3 82.1

Property, office and technology 450.0 474.3 450.1

General and administrative 576.5 594.7 567.6

Transaction, integration and restructuring 0.0 0.0 41.6

Amortization and impairment of intangible assets 1,832.4 44.8 1,298.8

Total operating expenses 7,072.8 5,234.9 6,151.2

Operating income/(loss) (695.7) 832.1 (434.8)

Other income/(expense):

Equity in earnings of unconsolidated affiliates 104.8 43.0 71.3

Interest and dividend income 53.9 58.9 47.8

Interest expense (82.5) (58.0) (70.5)

Other gains/(losses), net 55.9 47.7 98.0

Other income/(expense) of CIP, net 184.2 81.6 50.3

Income/(loss) before income taxes (379.4) 1,005.3 (237.9)

Income tax benefit/(provision) 204.6 (252.9) 69.7

Net income/(loss) (174.8) 752.4 (168.2)

Net (income)/loss attributable to noncontrolling interests in consolidated entities (106.9) 22.4 71.3

Dividends declared on preferred shares (204.6) (236.8) (236.8)

Cost of preferred share repurchase (240.0) 0.0 0.0

Net income/(loss) attributable to Invesco Ltd. $ (726.3) $ 538.0 $ (333.7)

Earnings per common share:

-basic (in usd per share) $ (1.60) $ 1.18 $ (0.73)

-diluted (usd per share) $ (1.60) $ 1.18 $ (0.73)

Investment management fees

Operating revenues:

Total operating revenues $ 4,615.3 $ 4,342.3 $ 4,106.0

Service and distribution fees

Operating revenues:

Total operating revenues 1,518.1 1,479.7 1,374.6

Performance fees

Operating revenues:

Total operating revenues 41.5 46.4 46.7

Other

Operating revenues:

Total operating revenues $ 202.2 $ 198.6 $ 189.1

v3.25.4

Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Statement of Comprehensive Income [Abstract]

Net income/(loss) $ (174.8) $ 752.4 $ (168.2)

Other comprehensive income/(loss), net of tax:

Currency translation differences on investments in foreign subsidiaries 311.2 (234.3) 144.9

Other comprehensive income/(loss), net of tax 2.0 0.0 (4.3)

Other comprehensive income/(loss), net of tax 313.2 (234.3) 140.6

Total comprehensive income/(loss) 138.4 518.1 (27.6)

Comprehensive loss/(income) attributable to noncontrolling interests in consolidated entities (106.9) 22.4 71.3

Dividends declared on preferred shares (204.6) (236.8) (236.8)

Cost of preferred share repurchase (240.0) 0.0 0.0

Comprehensive income/(loss) attributable to Invesco Ltd. $ (413.1) $ 303.7 $ (193.1)

v3.25.4

Consolidated Statements of Changes in Equity - USD ($)
$ in Millions

Total

Total Equity Attributable to Invesco Ltd.

Preferred Shares

Common Shares

Additional Paid-in-Capital

Treasury Shares

Retained Earnings

Total

Nonredeemable Noncontrolling Interests in Consolidated Entities

Beginning balance at Dec. 31, 2022 $ 15,843.5 $ 15,213.6 $ 4,010.5 $ 113.2 $ 7,554.9 $ (3,040.9) $ 7,518.3 $ (942.4) $ 629.9

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income/(loss) (132.1) (96.9) (96.9) (35.2)

Other comprehensive income/(loss) 140.6 140.6 140.6

Change in noncontrolling interests in consolidated entities, net (22.0) (22.0)

Dividends declared - preferred (236.8) (236.8) (236.8)

Dividends declared - common (357.9) (357.9) (357.9)

Employee common share plans:

Common share-based compensation 114.6 114.6 114.6

Vested common shares 0.0 0.0 (209.2) 209.2

Other common share awards 7.9 7.9 (8.7) 16.6

Purchase of common shares (187.5) (187.5) (187.5)

Ending balance at Dec. 31, 2023 15,170.3 14,597.6 4,010.5 113.2 7,451.6 (3,002.6) 6,826.7 (801.8) 572.7

Beginning balance at Dec. 31, 2022 998.7

Increase (Decrease) in Temporary Equity [Roll Forward]

Net income/(loss) (36.1)

Change in noncontrolling interests in consolidated entities, net (216.9)

Ending balance at Dec. 31, 2023 745.7

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income/(loss) 806.2 774.8 774.8 31.4

Other comprehensive income/(loss) (234.3) (234.3) (234.3)

Change in noncontrolling interests in consolidated entities, net (39.9) (39.9)

Dividends declared - preferred (236.8) (236.8) (236.8)

Dividends declared - common (374.3) (374.3) (374.3)

Employee common share plans:

Common share-based compensation 104.6 104.6 104.6

Vested common shares 0.0 0.0 (211.0) 211.0

Other common share awards 7.6 7.6 (10.6) 18.2

Purchase of common shares (79.3) (79.3) (79.3)

Ending balance at Dec. 31, 2024 15,124.1 14,559.9 4,010.5 113.2 7,334.6 (2,852.7) 6,990.4 (1,036.1) 564.2

Increase (Decrease) in Temporary Equity [Roll Forward]

Net income/(loss) (53.8)

Change in noncontrolling interests in consolidated entities, net (147.2)

Ending balance at Dec. 31, 2024 544.7

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income/(loss) (194.8) (281.7) (281.7) 86.9

Other comprehensive income/(loss) 313.2 313.2 313.2

Change in noncontrolling interests in consolidated entities, net 47.4 47.4

Dividends declared - preferred (204.6) (204.6) (204.6)

Dividends declared - common (377.3) (377.3) (377.3)

Employee common share plans:

Common share-based compensation 80.0 80.0 80.0

Vested common shares 0.0 0.0 (133.2) 133.2

Other common share awards 5.4 5.4 (12.3) 17.7

Purchase of common shares (123.9) (123.9) (123.9)

Repurchase of preferred shares (1,740.0) (1,740.0) (1,500.0) (240.0)

Ending balance at Dec. 31, 2025 12,929.5 $ 12,231.0 $ 2,510.5 $ 113.2 $ 7,269.1 $ (2,825.7) $ 5,886.8 $ (722.9) $ 698.5

Increase (Decrease) in Temporary Equity [Roll Forward]

Net income/(loss) 20.0

Change in noncontrolling interests in consolidated entities, net (489.3)

Ending balance at Dec. 31, 2025 $ 75.4

v3.25.4

Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Statement of Stockholders' Equity [Abstract]

Preferred stock dividends declared per share (in usd per share) $ 59.00 $ 59.00 $ 59.00

Common stock dividends declared per share (in usd per share) $ 0.835 $ 0.815 $ 0.7875

v3.25.4

ACCOUNTING POLICIES
12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

ACCOUNTING POLICIES ACCOUNTING POLICIES
Corporate Information

The company provides retail and institutional clients with an array of investment management capabilities. The company operates globally and its sole business is investment management.

Accounting Pronouncements Recently Adopted

Income Tax Disclosures. Effective January 1, 2025, the company adopted Accounting Standards Update 2023-09, "Income Taxes: Improvements to Income Tax Disclosures" (ASU 2023-09), on a prospective basis, which requires disaggregated income tax disclosures of the effective tax rate reconciliation and income taxes paid. See Note 14, "Taxation."

Pending Accounting Pronouncements

Disaggregation of Income Statement Expenses. In November 2024, the FASB issued Accounting Standards Update 2024-03, "Disaggregation of Income Statement Expenses" (ASU 2024-03). The standard requires the disaggregated disclosure of certain income statement items. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and early adoption is permitted. The company is currently evaluating the impact of this amendment on its Consolidated Financial Statements.

Accounting for Internal-Use Software. In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software" (ASU 2025-06). The standard clarifies and modernizes the accounting for costs related to internal-use software. ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027. Early adoption is permitted. The company is currently evaluating the impact on its Consolidated Financial Statements.

Basis of Presentation

The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. and with rules and regulations of the SEC and consolidate the financial statements of the Parent and all of its controlled subsidiaries. In the opinion of management, the Consolidated Financial Statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition and results of operations for the periods presented. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation.

The Consolidated Financial Statements have been prepared primarily on the historical cost basis; however, certain items are presented using other bases such as fair value, where such treatment is required or voluntarily elected. The financial statements of subsidiaries, with the exception of certain CIP, are prepared for the same reporting period as the Parent and use consistent accounting policies, which, where applicable, have been adjusted to U.S. GAAP from local generally accepted accounting principles or reporting regulations. The financial information of certain CIP is included in the company's Consolidated Financial Statements on a lag (generally three months) based upon the availability of fund financial information. Noncontrolling interests in consolidated entities represents the interests in certain entities consolidated by the company either because the company has control over the entity or has determined that it is the primary beneficiary, but the company does not own all of the entity's equity. To the extent that noncontrolling interests represent equity which is redeemable or convertible for cash or other assets at the option of the equity holder, these are deemed to represent temporary equity, and are classified as equity attributable to redeemable noncontrolling interests in the Consolidated Balance Sheets. Nonredeemable noncontrolling interests are classified as a component of permanent equity.
Basis of Accounting and Consolidation

In addition to consolidating the financial statements of the Parent and all of its controlled subsidiaries, the Consolidated Financial Statements include the consolidation of certain investment products that meet the definition of either a VOE, if the company is deemed to have a controlling financial interest in the fund, or a VIE, if the company has been deemed to be the primary beneficiary of the fund.

Certain of these investment products including, but not limited to, CLOs, funds that are structured as partnership entities (such as private equity funds, real estate funds and fund-of-funds) and certain non-U.S. mutual funds are considered, for accounting and consolidation analysis purposes, to be VIEs. A VIE, in the context of the company and its managed funds, is a fund that does not have sufficient equity to finance its operations without additional subordinated financial support, or a fund for which the risks and rewards of ownership are not directly linked to voting interests. If the company is deemed to have the power to direct the activities of the fund that most significantly impact the fund's economic performance and the obligation to absorb losses/right to receive benefits from the fund that could potentially be significant to the fund, then the company is deemed to be the fund's primary beneficiary and is required to consolidate the fund.

The company's economic risk with respect to each investment in a CIP is limited to its equity ownership and any uncollected management and performance fees. See Note 18, "Consolidated Investment Products," for additional information regarding the impact of CIP.

The company assesses modifications to existing funds on an ongoing basis to determine if a significant reconsideration event has occurred. The consolidation analysis includes a detailed review of the terms of the fund's governing documents and a comparison of the significant terms against the consolidation criteria in ASC Topic 810, including a determination of whether the fund is a VIE or a VOE. Seed capital and co-investments in managed funds in which the company has determined that it is the primary beneficiary or in which the company has a controlling financial interest are consolidated if the impact of doing so is deemed material. If the company subsequently determines that it no longer controls the managed funds in which it has invested, or no longer has an obligation to absorb losses or rights to receive benefits, the company will deconsolidate the funds. If there are any remaining holdings in the managed funds or if the managed funds are not required to be consolidated, the investment is no longer accounted for as CIP and is moved to the investments line item in the balance sheet and is accounted for as described in the "Investments" accounting policy below.

All of the investments held by VIEs are presented at fair value in the company's Consolidated Balance Sheets at December 31, 2025 and 2024. The company has elected the fair value option under ASC Topic 825-10-25 for measuring the collateral assets held and notes issued by its consolidated CLOs to eliminate inconsistencies that would otherwise arise from using different accounting bases. The notes issued by consolidated CLOs are measured under the measurement alternative that requires the reporting entity to measure both the financial assets and liabilities of the CLOs using the more observable fair value. By electing the fair value option, the notes issued by the CLOs are measured based on the fair value of the net assets of the CLOs. Gains or losses related to assets and liabilities of consolidated CLOs are offset in Other income/(expense) of CIP, net in the Consolidated Statements of Income. Net income (loss) attributable to Invesco Ltd. includes only the changes in fair value of the company’s economic interests in the consolidated CLOs due to the elimination of net income (loss) related to noncontrolling interests.

Divestitures

From time to time the company may enter into agreements to sell various assets or groups of assets, referred to as a disposal group, outside of the ordinary course of business. A disposal group is classified as held for sale in the period in which all of the following criteria are met: management commits to a plan to sell the disposal group; the disposal group is available for immediate sale; the sale and transfer of the disposal group is expected within one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. If the disposal group meets the definition of a business, goodwill is allocated to the disposal group based on its relative fair value. A disposal group that is classified as held for sale is assessed for impairment at the time of classification and measured at the lower of its carrying value or fair value less costs to sell. Any resulting impairment loss is reflected within Other gains/(losses), net in the Consolidated Statements of Income. The associated assets and liabilities are presented on the Consolidated Balance Sheets within Other assets and Accounts payable and accrued expenses, respectively.

At the date control of the disposal group is lost, all related assets and liabilities are derecognized from the Consolidated Balance Sheets and any retained interest is recorded at fair value within Investments on the Consolidated Balance Sheets. The difference between the assets and liabilities of the disposal group, the fair value of any retained interest, and the fair value of
consideration received is recognized as a gain or loss on sale within Other gains/(losses), net in the Consolidated Statements of Income.

During the year ended December 31, 2025, the company completed divestitures of Invesco Asset Management (India) Private Limited and intelliflo, both formerly wholly owned subsidiaries. As of December 31, 2025, the company holds a minority investment in Invesco Asset Management (India) Private Limited that is accounted for under the equity method as described in the "Investments" accounting policy below. As of December 31, 2024, Invesco Asset Management (India) Private Limited's business was classified as held for sale.

Use of Estimates

In preparing the Consolidated Financial Statements, management is required to make estimates and assumptions that affect reported revenues, expenses, assets, liabilities and disclosure of contingent liabilities. The primary estimates and assumptions relate to goodwill and intangible impairment, certain investments which are carried at fair value, post-employment benefit plan obligations, income taxes and contingent losses. Additionally, estimation is involved when determining investment and debt valuation for certain CIP; however, changes in the fair values of these amounts are largely offset by noncontrolling interests. Use of available information and application of judgment are inherent in the formation of estimates. Actual results in the future could differ from such estimates, and the differences may be material to the Consolidated Financial Statements.

Change in Accounting Estimate

During the year ended December 31, 2024, the company made changes to the retirement criteria for vesting of outstanding Long-Term Awards which resulted in the accelerated recognition of $147.6 million in Employee compensation expense due to a change in the company's estimate of the Long-Term Awards granted to employees who met the retirement criteria that will eventually vest.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash held at banks and short-term investments with a maturity of three months or less (primarily held in affiliated money market funds). Cash and cash equivalents of CIP are not available for general use by the company and are included in Investments and other assets of CIP on the Consolidated Balance Sheets.

Cash balances may not be readily accessible to the Parent due to capital adequacy requirements of certain of our subsidiaries. We meet these requirements in part by holding Cash and cash equivalents. This retained cash can be used for general business purposes in the countries where it is located and is therefore not considered restricted cash.

Investments

The majority of the company’s investment balances relate to balances held in affiliated funds and equity method investees. In the normal course of business, the company invests in various types of affiliated investment products, either as “seed capital” or as longer-term investments alongside third-party investors, typically referred to as “co-investments.” Seed capital investments are investments held in Invesco managed funds with the purpose of providing capital to the funds during their development periods to allow the funds to achieve critical mass, establish their track records and obtain third-party investments. Seed capital may also be held for regulatory purposes in certain jurisdictions. Co-investments are often required by third-party investors in closed-ended funds to demonstrate an alignment of the investment manager’s interests with those of the third-party investors. The company also invests in affiliated funds in connection with its deferred compensation plans.

Investments are primarily categorized as equity investments and equity method investments. See Note 3, “Investments,” for additional details.

Equity investments include seed capital, investments held to settle the company's deferred compensation plan liabilities and other equity securities. Equity investments are securities bought and held principally for the purpose of selling them in the near term. Equity investments are measured at fair value. Gains or losses arising from changes in the fair value of equity investments are included in income.
Equity method investments include investments over which the company is deemed to have significant influence. Significant influence typically exists when the company owns between 20% to 50% of an investee, although other factors are considered including representation on the Board, the concentration of other shareholders and the impacts of contractual arrangements. The equity method of accounting requires that the investment is initially recorded at cost, including any excess value paid over the book value of the investment acquired. The carrying amount of the investment is increased or decreased to recognize the company's share of the after-tax profit or loss of the investee after the date of acquisition and is decreased as distributions are received. Distributions received from equity method investees are classified in the Consolidated Statements of Cash Flows as either operating or investing activities based on the nature of the distribution. The proportionate share of income or loss is included in Equity in earnings of unconsolidated affiliates in the Consolidated Statements of Income.

Fair Value

Fair value is determined using a valuation hierarchy (discussed in Note 2, “Fair Value of Assets and Liabilities”), generally by reference to an active trading market, using quoted closing or bid prices as of each reporting period end. When a readily ascertainable market value does not exist for an investment, the fair value is calculated based on the expected cash flows of its underlying net asset base, taking into account applicable discount rates and other factors. Judgment is used to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive. As a practical expedient, the company may elect to use NAV as the fair value for certain CIP.

Property, Equipment, Software and Depreciation

Property, equipment and software includes owned property, leasehold improvements, computer hardware/software and other equipment and is stated at cost less accumulated depreciation or amortization and any previously recorded impairment in value. Expenditures for major additions and improvements are capitalized; minor replacements, maintenance and repairs are charged to expense as incurred. Amounts incurred are presented as work-in-progress until the construction or purchase of the property and equipment is substantially complete and ready for its intended use, at which point, the asset will begin to be depreciated or amortized. Depreciation or amortization is provided on property, equipment and software at rates calculated to write off the cost, less estimated residual value, on a straight-line basis over the asset's expected useful life: owned buildings over 50 years, leasehold improvements over the shorter of the lease term or useful life of the improvement; and computers and other equipment between three and seven years.

Purchased and internally developed software is capitalized if the costs can be measured reliably, and it is probable that the asset will generate future economic benefits. For internally developed software, the company capitalizes certain internal and external costs incurred related to software development activities that will generate future economic benefits. These capitalized costs are amortized into operating expenses on a straight-line basis over the software's useful life, generally five to seven years. Depreciation or amortization expense is included in Property, office and technology expense on the Consolidated Income Statement.

The company reevaluates the useful life determination for property, equipment and software each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. Upon a sale or retirement, the asset cost and related accumulated depreciation or amortization are removed from the Consolidated Financial Statements and any related gain or loss is reflected in income.

The carrying amounts of property, equipment and software are reviewed for impairment when events or changes in circumstances indicate that the carrying values may not be recoverable. At each reporting date, an assessment is made to identify any indicators of impairment. An impairment test is performed if an impairment indicator is identified.

Intangible Assets

Intangible assets identified on the acquisition of a business are capitalized separately from goodwill if the fair value can be measured reliably on initial recognition (transaction date). Intangible assets consist primarily of mutual fund and other client management contracts, customer relationships and distribution agreements. Certain management contracts are managed and operated on a single global platform and are therefore reviewed in aggregate as one unit of valuation. These contracts are considered interchangeable because investors may freely transfer between funds.
Intangible assets that are determined to be finite-lived are amortized on a straight-line basis over their useful lives, from two to ten years, which reflects the pattern in which the economic benefits are realized. The company reviews intangible assets each reporting period to determine whether events or circumstances have occurred that indicate the expected period of economic benefit may no longer be appropriate or there is an indication of impairment. If there is an indication of impairment, management will perform an impairment analysis.

Where evidence exists that the underlying agreements have a high likelihood of continued renewal at little or no cost to the company, the intangible asset is assigned an indefinite life and is tested for impairment annually as of October 1st or more frequently if events or changes in circumstances indicate that the asset might be impaired. When testing intangible assets for impairment, management has the option to first perform a qualitative assessment. If the qualitative assessment indicates that an impairment may be likely or management elected to not perform the qualitative assessment, management performs a quantitative test to determine the fair value of the intangible assets and compares the fair value to the carrying amount of the intangibles assets. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Fair value is generally determined using an income approach where estimated future cash flows are discounted to arrive at a single present value amount.

Goodwill

Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1st and between annual tests when events and circumstances indicate that impairment may have occurred.

The company has determined that it has one reporting unit for goodwill impairment testing purposes which is consistent with internal management reporting and management's oversight of operations. The company evaluated the components of its business, which are the business units one level below the operating segment level, to make this determination. The company's operating segment represents one reporting unit because all of the components are similar due to the common nature of products and services offered, the type of clients, the methods of distribution, the manner in which each component is operated, and the extent to which the components share assets and resources and benefit from common product development efforts.

The company has the option to first qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative assessment indicates that an impairment may be likely or management elected to not perform the qualitative assessment, a quantitative impairment test is performed at the reporting unit level. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized for the reporting unit in an amount equal to that excess. However, the impairment cannot exceed the total amount of goodwill allocated to the reporting unit.

The principal method of determining fair value of the reporting unit is an income approach where estimated future cash flows are discounted to arrive at a single present value amount. The discount rate used is derived based on the weighted average cost of capital and the risk profile of the stream of future cash flows. The calculated present value amount is the fair value of the reporting unit.

Debt Issuance Costs

Debt issuance costs related to the issuance of senior notes are presented as a deduction from the carrying amount of the related debt liability. Debt issuance costs related to the company's Revolving Credit Agreement are presented as a deferred asset within Other assets on the company's Consolidated Balance Sheets. Debt issuance costs are amortized over the term of the debt using the effective interest method and are reflected in Interest expense in the Consolidated Statements of Income. After initial recognition, debt issuance costs are measured at amortized cost.

Revenue Recognition

Revenue is measured and recognized based on the five step process outlined in ASC Topic 606, "Revenue from Contracts with Customers." Revenue is determined based on the transaction price negotiated with the customer, net of discounts, value added tax and other sales-related taxes.

Investment management fees are derived from providing professional services to manage client accounts and sponsored investment vehicles. Investment management services are satisfied over time as the services are provided and are typically based upon a percentage of the value of the client’s AUM. Investment management fees for certain arrangements include fees for distribution and administrative-related services. Any fees collected in advance are deferred and recognized as income over the period in which services are rendered.
Service fees are earned for services rendered relating to fund accounting, transfer agent, administrative and/or other maintenance activities performed for sponsored investment vehicles. Service fees are generally based upon a percentage of the value of the AUM. Service fees are also earned from the delivery of digital solutions to our customers. All of these services are satisfied over time.

The company provides distribution services to certain sponsored investment vehicles. Fees are generally earned based upon a percentage of the value of the AUM, as the fee amounts do not crystallize completely upon the sale of a share or unit. Accordingly, the distribution fee revenues are recognized over time as the amount of the fees becomes known. For example, U.S. distribution fees can include 12b-1 fees earned from certain mutual funds to cover allowable sales and marketing expenses for those funds and also include asset-based sales charges paid by certain mutual funds for a period of time after the sale of those funds. Generally, retail products offered outside of the U.S. do not generate a separate distribution fee; the quoted management fee rate is inclusive of these services. The company also has certain arrangements whereby the distribution fees are paid upon the subscription or redemption of a share or unit.

Performance fee revenues, including carried interests and performance fees related to partnership investments and separate accounts, are generated on certain management contracts when performance hurdles are achieved. Such fee revenues are recorded in Operating revenues when the contractual performance criteria have been met and when it is probable that a significant reversal of revenue recognized will not occur in future reporting periods. Cash receipt of performance fees generally occurs after the performance fee revenue is earned; however, the company may receive, from time-to-time, cash distributions of carried interest before any revenue is earned. Such distributions are reflected as deferred carried interest liabilities within Accounts payable and accrued expenses on the Consolidated Balance Sheets. Given the uniqueness of each fee arrangement, performance fee contracts are evaluated on an individual basis to determine the timing of revenue recognition.

Other revenues include fees derived primarily from transaction commissions earned upon the sale of new investments into certain of our funds and fees earned upon the completion of transactions in our real estate and private equity asset groups. These transaction fees are recorded in the Consolidated Statements of Income on the date when Invesco’s services are complete, which typically coincides with when the transactions are legally complete.

Principal versus Agent

The company utilizes third-party service providers to fulfill certain performance obligations in its revenue agreements. Generally, the company is deemed to be the principal in these arrangements because the company controls the investment management and other related services before they are transferred to customers. Such control is evidenced by the company’s primary responsibility to customers and the ability to negotiate the third-party contract price as well as select and direct third-party service providers, or a combination of these factors. Therefore, investment management and service and distribution fee revenues and the related third-party distribution, service and advisory expenses are reported on a gross basis.

As discussed above, the revenues from the company’s U.S. retail operations include 12b-1 distribution fees, which are largely passed through to brokers who sell the funds. The fees passed through to the broker dealers are included in third-party distribution expenses along with additional marketing support distribution costs. Both the revenues and the costs are dependent on the underlying AUM of the brokers' clients. Third-party distribution expenses also include the amortization of upfront commissions paid to broker-dealers for sales of fund shares with a CDSC (a charge levied to the investor for client redemption of AUM within a certain contracted period of time). The upfront distribution commissions are amortized over the redemption period. Also included in third-party distribution, service and advisory expenses are sub-transfer agency fees that are paid to third parties for processing client common share purchases and redemptions, call center support and client reporting. These costs are reimbursed by the related funds and are included in service and distribution fees.

Common Share-Based Compensation

The company issues equity-settled common share-based awards to certain employees, which are measured at fair value at the date of grant. Fair value for the common share awards representing equity interests identical to those associated with common shares traded in the open market is determined using the market price at the date of grant. The fair value determined at the grant date is expensed, based on the company's estimate of common shares that will eventually vest, on a straight-line or accelerated basis over the vesting period.
Deferred Compensation

The company grants deferred cash awards to certain employees which are linked in value to investment products. During the vesting period, employees earn a return linked to the appreciation or depreciation of specified investments. The company recognizes as compensation expense the value of the liability to employees, including the appreciation or depreciation of the liability, over the award's vesting period in proportion to the vested amount of the award.

The company currently economically hedges the exposure to market movements on certain of these awards by either holding the underlying investment products on its balance sheet or through a TRS financial instrument. The company immediately recognizes the full value of the investment in Investments on the Consolidated Balance Sheets and any subsequent appreciation or depreciation of the investments, in Other gains/(losses), net in the Consolidated Statements of Income.

Pensions

For defined contribution plans, contributions payable related to the accounting period are expensed and included in Employee compensation expense. For defined benefit plans, the cost of providing benefits is separately determined for each plan using the projected unit credit method, based on actuarial valuations performed at each balance sheet date. The company's annual measurement date is December 31st. A portion of actuarial gains and losses is expensed and included in Other gains/(losses), net if the net cumulative unrecognized actuarial gain or loss at the end of the prior period exceeds the greater of 10.0% of the present value of the defined benefit obligation (before deducting plan assets) at that date and 10.0% of the fair value of any plan assets.

Leases

The company determines whether an arrangement is a lease at contract inception. Lease liabilities and right-of-use assets are recognized on the lease commencement date based on the net present value of fixed lease payments over the lease term. The company includes options to extend or terminate a lease within the lease term when it is reasonably certain the option will be exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease liabilities represent an obligation to make lease payments arising from a lease, and right-of-use assets represent a right to use an underlying asset during the lease term. Right-of-use assets exclude capital improvement funding and other lease concessions provided by the landlord.

As the company's leases generally do not have a readily determinable implicit rate, the company uses its incremental borrowing rate to determine the present value of fixed lease payments based on information available at the lease commencement date. Fixed lease expenses for operating leases are generally recognized on a straight-line basis over the lease term. The company combines lease components and non-lease components such as fixed maintenance and other costs into a single lease component, which results in the capitalization of all fixed payments within lease liabilities and right-of-use assets. Variable lease payments, such as variable maintenance costs or payments based on an index rate or usage, are expensed as incurred and are excluded from lease liabilities and right-of-use assets.

Taxation

Deferred tax assets and liabilities are recorded for temporary differences between the reported amounts of assets and liabilities in the financial statements and their respective tax bases, using the enacted statutory tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the income tax provision in the period in which the change is enacted. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets to the amount that is more likely than not to be realized. The company recognizes all excess tax benefits and deficiencies related to common share-based awards as a discrete item in the income tax provision in the period in which the awards vest. The company records a liability for UTBs resulting from uncertain tax positions taken or expected to be taken in a tax return. The company recognizes interest and penalties related to income tax matters in the income tax provision.

Earnings Per Common Share

Basic and diluted EPS are computed using the two-class method, which treats unvested restricted common shares as if they were a separate class of common shares. Under the two-class method, Net income attributable to Invesco is adjusted for the allocation of earnings to the unvested restricted common shares. In addition, the weighted-average common shares outstanding is adjusted for unvested restricted common shares.
Comprehensive Income

The company's Other comprehensive income/(loss) consists of foreign currency translation adjustments and employee benefit plan liability adjustments. Such amounts are recorded net of applicable taxes.

Translation of Foreign Currencies

Transactions in foreign currencies (currencies other than the functional currencies of the company's subsidiaries) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are remeasured into the functional currencies of the company's subsidiaries at the rates prevailing at the balance sheet date. The revaluation of these transactions is included in the Consolidated Statements of Income.

The company's reporting currency and the functional currency of the Parent is U.S. Dollars. On consolidation, the assets and liabilities of the company's subsidiaries, whose functional currencies are currencies other than the U.S. Dollar, are translated at the rates of exchange prevailing at the balance sheet date. Exchange differences arising on the translation of the assets and liabilities of foreign operations are recorded directly to accumulated other comprehensive income in equity until the complete or substantially complete liquidation of an operation, at which time, the cumulative exchange difference is recognized in the Consolidated Statements of Income. Income and expense items included in the Consolidated Statements of Income are translated at the weighted average rates for the year, which approximate actual exchange rates with the foreign exchange impact recorded to the Consolidated Statements of Income. Goodwill and other fair value adjustments arising on acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at rates of exchange prevailing at the balance sheet date.

v3.25.4

FAIR VALUE OF ASSETS AND LIABILITIES
12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

FAIR VALUE OF ASSETS AND LIABILITIES FAIR VALUE OF ASSETS AND LIABILITIES
The fair value of financial instruments are presented in the below summary table. The fair value of financial instruments held by CIP is presented in Note 18, "Consolidated Investment Products."
(in millions) December 31, 2025 December 31, 2024
Cash and cash equivalents $ 1,037.5 $ 986.5
Equity investments 414.4 371.2
Total return swap related to deferred compensation plans 7.8 (9.4)

A three-level valuation hierarchy exists for disclosure of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
•Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

An asset or liability's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following table presents, for each of the hierarchy levels described above, the carrying value of the company's assets and liabilities, including by major security type for equity investments, which are measured at fair value on the company's Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively:

December 31, 2025
(in millions) Fair Value Measurements Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
Assets:
Cash equivalents:
Money market funds (1)
$ 477.9 $ 477.9 $ — $ —
Investments: (2)

Equity investments:

Seed capital 286.2 139.8 146.4 —
Investments related to deferred compensation plans
128.2 128.2 — —
Total return swap related to deferred compensation plans 7.8 — 7.8 —
Total $ 900.1 $ 745.9 $ 154.2 $ —

December 31, 2024
(in millions) Fair Value Measurements Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
Assets:
Cash equivalents:
Money market funds (1)
$ 479.3 $ 479.3 $ — $ —
Investments: (2)
Equity investments:
Seed capital 151.6 151.6 — —
Investments related to deferred compensation plans
219.6 219.6 — —
Total $ 850.5 $ 850.5 $ — $ —
Liabilities:
Total return swap related to deferred compensation plans $ (9.4) $ — $ (9.4) $ —
Contingent consideration liability
(1.3) — — (1.3)
Total $ (10.7) $ — $ (9.4) $ (1.3)
____________
(1)The balance primarily represents cash held in affiliated money market funds.
(2)Equity method and other investments of $937.1 million and $29.6 million, respectively, as of December 31, 2025 (December 31, 2024: $854.5 million and $14.3 million, respectively) are also excluded from this table. These investments are not measured at fair value, in accordance with applicable accounting standards.

Total Return Swap

In addition to holding equity investments, the company has a TRS to hedge economically certain deferred compensation liabilities. The notional value of the TRS at December 31, 2025 was $553.0 million, and the fair value of the TRS was an asset of $7.8 million (December 31, 2024 notional value was $421.2 million and the fair value was a liability of $9.4 million). During the year ended December 31, 2025, market valuation gains related to the TRS were $59.2 million (December 31, 2024: $23.8 million net gains).
The fair value of the TRS was determined under the market approach using quoted prices of the underlying investments and, as such, is classified as level 2 of the valuation hierarchy. The TRS is not designated as a hedging instrument for accounting purposes.
Nonrecurring Fair Value Measurements

Certain of the company's assets and liabilities are required to be recorded at fair value on a nonrecurring basis, typically upon identification of impairment indicators. We measured the fair value of indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds during our annual impairment assessment completed as of October 1, 2025. The fair value of these assets was determined using an income approach and is classified as level 3 of the valuation hierarchy. The most sensitive assumptions used in the income approach are the revenue forecast, the long-term growth rate and the discount rate applied to the cash flow forecast to determine present value. The revenue projections used reflect declines ranging from 3% to 9% over the forecast period. The long-term growth rate used in the fair-value measurement was 2.0%. The discount rate used in the fair-value measurement was 13.0%.

v3.25.4

INVESTMENTS
12 Months Ended

Dec. 31, 2025

Investments [Abstract]

INVESTMENTS INVESTMENTS
The disclosures below include details of the company's investments. Investments held by CIP are detailed in Note 18, "Consolidated Investment Products."

(in millions) December 31, 2025 December 31, 2024
Equity investments:
Seed capital $ 286.2 $ 151.6
Investments related to deferred compensation plans 128.2 219.6
Equity method investments 937.1 854.5
Other 29.6 14.3
Total investments (1)
$ 1,381.1 $ 1,240.0
____________
(1) The majority of the company’s investment balances relate to balances held in affiliated funds and equity method investees.

Equity investments

Net gains recorded in Other gains/(losses) in the Consolidated Statements of Income resulting from equity investments and the TRS for the year ended December 31, 2025, were $55.3 million (December 31, 2024: $44.2 million net gains). The unrealized gains and losses for the year ended December 31, 2025, that relate to equity investments still held at December 31, 2025, was a $6.6 million net loss (December 31, 2024: $20.5 million net gain).

Equity method investments

Investments on the Consolidated Balance Sheets which are accounted for using the equity method include the company's investments in IGW and Invesco Asset Management (India) Private Limited, as well as investments in certain of the company's managed private equity, real estate and other investment entities. These investment entities include VIEs for which the company has determined that it is not the primary beneficiary and other investment products structured as partnerships for which the company is the general partner and the other limited partners possess either substantive kick-out, liquidation or participation rights. See Note 1, “Accounting Policies,” for additional information.

v3.25.4

PROPERTY, EQUIPMENT AND SOFTWARE
12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

PROPERTY, EQUIPMENT AND SOFTWARE PROPERTY, EQUIPMENT AND SOFTWARE
The following is a summary of property, equipment and software:
(in millions) December 31, 2025 December 31, 2024
Technology and Other Equipment $ 218.9 $ 240.3
Software 703.3 778.5
Land and Buildings 91.9 85.2
Leasehold Improvements 244.8 267.3
Work in Process 30.0 62.4
Property, Equipment and Software, Gross 1,288.9 1,433.7
Less: Accumulated Depreciation (906.0) (945.9)
Less: Accumulated Impairment (4.0) (8.8)
Property, Equipment and Software, Net $ 378.9 $ 479.0

Depreciation expense related to Property, equipment and software was $118.5 million, $134.8 million and $132.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

v3.25.4

INTANGIBLE ASSETS
12 Months Ended

Dec. 31, 2025

Intangible Assets, Net (Excluding Goodwill) [Abstract]

INTANGIBLE ASSETS INTANGIBLE ASSETS
The following table presents the major classes of the company's intangible assets at December 31, 2025 and 2024:
(in millions) Gross Book Value Accumulated Amortization and Impairment Net Book Value
December 31, 2025
Management contracts - indefinite-lived $ 6,919.8 $ (3,043.8) $ 3,876.0
Management contracts - finite-lived 318.4 (286.2) 32.2
Other 67.3 (48.2) 19.1
Total $ 7,305.5 $ (3,378.2) $ 3,927.3
December 31, 2024
Management contracts - indefinite-lived $ 6,900.6 $ (1,248.9) $ 5,651.7
Management contracts - finite-lived 317.7 (253.2) 64.5
Other 195.7 (162.6) 33.1
Total $ 7,414.0 $ (1,664.7) $ 5,749.3

Amortization expense was $37.5 million (December 31, 2024: $44.8 million; December 31, 2023: $49.9 million) and impairment of indefinite-lived intangible assets related to management contracts of U.S. retail mutual funds was $1,794.9 million during the year ended December 31, 2025. The impairment was driven by a decrease in the long-term growth rate, an increase in the discount rate and lower projected earnings for the management contracts. Finite-lived intangible assets are expected to be fully amortized by December 31, 2026 and the estimated amortization expense for 2026 is $32.2 million.

v3.25.4

GOODWILL
12 Months Ended

Dec. 31, 2025

Goodwill [Abstract]

GOODWILL GOODWILL
The table below details changes in the goodwill balance:
(in millions) Net Book Value
January 1, 2025 $ 8,318.1
Foreign exchange 222.6
Sale of business (63.6)
December 31, 2025 $ 8,477.1
January 1, 2024 $ 8,691.5
Foreign exchange (189.2)
Transfer to held for sale (1)
(184.2)
December 31, 2024 $ 8,318.1
_________
(1) Included in Other assets on the Consolidated Balance Sheet. See Note 1, “Accounting Policies,” for additional information.

v3.25.4

OTHER LIABILITIES
12 Months Ended

Dec. 31, 2025

Other Liabilities Disclosure [Abstract]

OTHER LIABILITIES OTHER LIABILITIES
The table below details the components of other liabilities:
(in millions) December 31, 2025 December 31, 2024
Compensation and benefits $ 93.5 $ 74.2
Accrued bonus and deferred compensation 997.7 955.0
Accrued compensation and benefits $ 1,091.2 $ 1,029.2
Accruals and other liabilities $ 665.5 $ 584.4
Lease liability (See Note 13)
406.7 454.9
Accounts payable 20.4 30.6
Unsettled funds payable 111.0 69.4
Income taxes payable 100.1 146.0
Accounts payable and accrued expenses $ 1,303.7 $ 1,285.3

v3.25.4

DEBT
12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

DEBT DEBT
The issuer of the senior notes, Invesco Finance PLC, and the issuer of the Term Loan Agreements, Invesco Finance, Inc., are 100% owned indirect subsidiaries of the Parent. The Parent fully and unconditionally guarantees the senior notes and the Term Loan Agreements.

The disclosures below include details of the company's debt. Debt of CIP is detailed in Note 18, “Consolidated Investment Products.”
December 31, 2025 December 31, 2024
(in millions)
Carrying Value (4)
Fair Value
Carrying Value (4)
Fair Value
$2.5 billion Revolving Credit Agreement expiring May 16, 2030 (1)
$ 437.7 $ 437.7 $ — $ —
Unsecured senior notes (2):
$500.0 million 3.750% - due January 15, 2026
499.9 499.5 499.3 494.5
$400.0 million 5.375% - due November 30, 2043
391.6 385.8 391.3 391.7
Term Loan Agreement: (3)
$500.0 million - due May 16, 2030
495.9 497.2 — —
Debt $ 1,825.1 $ 1,820.2 $ 890.6 $ 886.2
____________
(1)On May 16, 2025, Invesco Ltd. and its indirect subsidiary, Invesco Finance PLC, amended and restated the $2.0 billion floating rate Revolving Credit Agreement, increasing the agreement’s borrowing capacity to $2.5 billion and extending the expiration date from April 26, 2028 to May 16, 2030.
(2)The company's senior note indentures contain certain restrictions on mergers or consolidations. Beyond these items, there are no other restrictive covenants in the indentures.
(3)On May 16, 2025, Invesco Ltd. and its indirect subsidiary, Invesco Finance, Inc., entered into two $500.0 million Term Loan Agreements expiring on May 16, 2028 and 2030, respectively. The three-year Term Loan Agreement due on May 16, 2028 was repaid in full as of October 31, 2025.
(4)The difference between the principal amounts and the carrying values of the debt in the table above reflects the unamortized debt issuance costs and discounts.

The fair market values of the company's senior notes and Term Loan Agreement were determined by market quotes provided by a third-party pricing service, which utilizes Level 2 valuation inputs. In the absence of an active market, the company relies upon the average price quoted by brokers for determining the fair market value of the debt.

At December 31, 2025, the outstanding balance on the Revolving Credit Agreement was $437.7 million. Borrowings under the Revolving Credit Agreement will bear interest at (i) Secured Overnight Financing rate (SOFR) plus a 0.10% adjustment (Adjusted SOFR) for specified interest periods or (ii) a floating base rate (based upon the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus 0.50%, (c) Adjusted SOFR for an interest period of one month plus 1.00%, and (d) 1.00%), plus, in either case, an applicable margin determined with reference to the higher of the available credit ratings of the Parent or its indirect subsidiary, Invesco Finance PLC. Based on credit ratings of the Parent as of December 31, 2025, the applicable margin for SOFR-based loans was 1.00% and for base rate loans was 0.00%. In addition, the company is required to pay the lenders a commitment fee, quarterly in arrears, based on the actual daily amount of the unused commitments of the lenders multiplied by the applicable percentage determined with reference to the higher of the available credit ratings of the Parent or its indirect subsidiary, Invesco Finance PLC. Based on credit ratings as of December 31, 2025, the commitment fee as of such quarter was equal to 0.10%.

The Term Loan Agreement bears interest at (i) Adjusted SOFR for specified interest periods or (ii) a floating base rate (based upon the highest of (a) the Bank of America prime rate, (b), the Federal Funds rate plus 0.50%, (c) Adjusted SOFR for an interest period of one month plus 1.00%, and (d) 1.00%), plus, in either case, an applicable margin determined with reference to the higher of the available credit ratings of the Parent or its indirect subsidiary, Invesco Finance PLC. Based on the credit ratings of the Parent as of December 31, 2025, the applicable margin for SOFR-based loans was 1.250% and for base rate loans was 0.250%. During the occurrence and continuance of an event of default, the interest rate increases by an additional 2.00% per annum.

The Credit Agreements contain customary restrictive covenants on the company and its subsidiaries. Restrictive covenants in the Credit Agreements include, but are not limited to, limitations on: creating, incurring or assuming liens; entering into merger arrangements; selling, leasing, transferring or otherwise disposing of assets; making a material change in the nature of the
business; making a significant accounting policy change in certain situations; entering into transactions with affiliates; and incurring indebtedness through the subsidiaries (other than the Revolving Credit Agreement borrower or the Term Loan Agreement borrower). Many of these restrictions are subject to certain minimum thresholds and exceptions. Financial covenants under the Credit Agreements include: (i) the quarterly maintenance of an Adjusted debt/Covenant Adjusted EBITDA leverage ratio, as defined in the Credit Agreements, of not greater than 3.25:1.00, and (ii) an interest coverage ratio (Covenant Adjusted EBITDA, as defined in the Credit Agreements, divided by interest expense for the four consecutive fiscal quarters ended on or immediately prior to the date of determination) of not less than 4.00:1.00. The company is in compliance with all restrictive debt covenants as of December 31, 2025.

The Credit Agreements also contain customary provisions regarding events of default which could result in an acceleration or increase in amounts due, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, bankruptcy or insolvency proceedings, change of control, certain judgments, ERISA matters, cross-default to other debt agreements, governmental action prohibiting or restricting the company or its subsidiaries in a manner that has a material adverse effect, and failure of certain guaranty obligations.

v3.25.4

SHARE CAPITAL
12 Months Ended

Dec. 31, 2025

Equity [Abstract]

SHARE CAPITAL SHARE CAPITAL
The preferred shares have a $0.20 par value, liquidation preference of $1,000 per share and fixed cash dividend rate of 5.90% per annum, payable quarterly on a non-cumulative basis. Shares of preferred stock are not redeemable prior to the 21st anniversary of their original issue date of May 24, 2019. The number of preferred shares issued and outstanding is represented in the table below:
in millions December 31, 2025 December 31, 2024
Preferred shares issued 4.0 4.0
Less: Preferred shares repurchased (1)
(1.5) —
Preferred shares outstanding (2)
2.5 4.0
__________
(1) In 2025, Invesco repurchased $1.5 billion of the outstanding Series A Preferred Stock held by MassMutual at a premium of $240.0 million for $1.74 billion.
(2) Substantially all the outstanding preferred shares are held by MassMutual.

The number of common shares and common share equivalents issued are represented in the table below:

in millions December 31, 2025 December 31, 2024 December 31, 2023
Common shares issued 566.1 566.1 566.1
Less: Treasury shares for which dividend and voting rights do not apply
(122.1) (118.1) (116.6)
Common shares outstanding 444.0 448.0 449.5

During the year ended December 31, 2025, the company repurchased 5.4 million common shares in the open market at a cost of $100.4 million (December 31, 2024: 2.9 million common shares at a cost of $49.6 million). Separately, an aggregate of 1.3 million shares were withheld on vesting events during the year ended December 31, 2025 to meet employees' withholding tax obligations (December 31, 2024: 2.0 million). The fair value of the common shares withheld at the respective withholding dates was $23.6 million (December 31, 2024: $29.7 million). At December 31, 2025, approximately $232.2 million remained authorized under the company's common share repurchase authorization approved by the Board on July 22, 2016 (December 31, 2024: $332.6 million).

Total treasury shares at December 31, 2025 were 125.5 million (December 31, 2024: 123.0 million), including 3.4 million unvested restricted common stock awards (December 31, 2024: 4.9 million) for which dividend and voting rights apply. The market price of common shares on December 31, 2025 was $26.27. The total market value of the company's 125.5 million treasury shares was $3.3 billion at December 31, 2025.
Movements in Treasury Shares comprise:
in millions 2025 2024 2023
Beginning balance on January 1 123.0 124.7 119.5
Acquisition of common shares 6.7 4.9 11.5
Distribution of common shares (3.9) (6.2) (6.0)
Common shares distributed to meet ESPP obligation (0.3) (0.4) (0.3)
Ending balance on December 31 125.5 123.0 124.7

v3.25.4

OTHER COMPREHENSIVE INCOME/(LOSS)
12 Months Ended

Dec. 31, 2025

Equity [Abstract]

OTHER COMPREHENSIVE INCOME/(LOSS) OTHER COMPREHENSIVE INCOME/(LOSS)
The components of accumulated other comprehensive income/(loss) were as follows:
2025
(in millions) Foreign currency translation Employee benefit plans Total
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries $ 311.2 $ — $ 311.2
Other comprehensive income/(loss), net
— 2.0 2.0
Other comprehensive income/(loss), net of tax 311.2 2.0 313.2
Beginning balance on January 1 (904.4) (131.7) (1,036.1)
Other comprehensive income/(loss), net of tax 311.2 2.0 313.2
Ending balance on December 31 $ (593.2) $ (129.7) $ (722.9)

2024
(in millions) Foreign currency translation Employee benefit plans Total
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries $ (234.3) $ — $ (234.3)
Other comprehensive income/(loss), net
— — —
Other comprehensive income/(loss), net of tax (234.3) — (234.3)
Beginning balance on January 1 (670.1) (131.7) (801.8)
Other comprehensive income/(loss), net of tax (234.3) — (234.3)
Ending balance on December 31 $ (904.4) $ (131.7) $ (1,036.1)

2023
(in millions) Foreign currency translation Employee benefit plans Total
Other comprehensive income/(loss) net of tax:
Currency translation differences on investments in foreign subsidiaries $ 144.9 $ — $ 144.9
Other comprehensive income/(loss), net
— (4.3) (4.3)
Other comprehensive income/(loss), net of tax 144.9 (4.3) 140.6
Beginning balance on January 1 (815.0) (127.4) (942.4)
Other comprehensive income/(loss), net of tax 144.9 (4.3) 140.6
Ending balance on December 31 $ (670.1) $ (131.7) $ (801.8)

v3.25.4

COMMON SHARE-BASED COMPENSATION
12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

COMMON SHARE-BASED COMPENSATION COMMON SHARE-BASED COMPENSATION
The company recognized total compensation expense of $80.0 million, $104.6 million and $114.6 million related to equity-settled common share-based compensation for the years ended December 31, 2025, 2024 and 2023, respectively. The income tax benefit recognized in the Consolidated Statements of Income for common share-based compensation arrangements was $16.7 million for 2025 (2024: $22.1 million; 2023: $17.4 million).

Employee common share awards are broadly classified into two categories: time-vested and performance-vested. Time-vested awards vest ratably over a defined period of continued employee service. Performance-vested awards vest upon (i) the company's attainment of certain pre-established performance criteria, and (ii) a defined period of continued employee service. Time-vested and performance-vested equity awards are granted in the form of restricted stock awards (RSAs) or restricted stock units (RSUs). With respect to the performance-vested awards granted in February 2023, 2024 and 2025, vesting is tied to the achievement of specific levels of adjusted operating margin and relative total shareholder return with vesting ranging from 0% to 150%.

Employee common share awards are measured at fair value based on Invesco's common stock price at the date of grant and are expensed on a straight-line basis over the vesting period, or for employees who meet defined retirement eligibility criteria, awards are expensed over the required retirement notification period.

With respect to time-vested awards, dividends accrue directly to the employee holder of RSAs, and cash payments in lieu of dividends are made to employee holders of RSUs. With respect to performance-vested awards, cash payments in lieu of dividends are deferred and are paid at the same time and vesting percentage as the underlying awards.

The 2016 Global Equity Incentive Plan, which was originally approved by the company's common shareholders in May 2016 and most recently amended and restated in July 2024, authorizes the issuance of up to 21.2 million shares. The 2010 Global Equity Incentive Plan ST (GEIP ST), which was approved by the Board in May 2010, authorizes the issuance of up to 8.5 million shares. Awards under the GEIP ST are only granted as employment inducement awards in connection with a strategic transaction and, as a result, do not require shareholder approval under the rules of the NYSE or otherwise.

Movements on employee common share awards during the years ended December 31, 2025, 2024 and 2023 are detailed below:
2025 2024 2023
(in millions of common shares, except fair values) Time-Vested Performance-Vested Weighted Average Grant Date Fair Value Time-Vested Performance-Vested Time-Vested Performance-Vested
Unvested at the beginning of year
9.8 1.4 $ 17.17 10.4 1.6 10.3 2.1
Granted 4.6 1.0 17.95 5.0 0.9 5.7 0.3
Forfeited/Canceled due to performance measures (0.8) (0.3) 18.10 (0.5) (0.1) (0.3) (0.2)
Vested and distributed
(3.7) (0.1) 18.22 (5.1) (1.0) (5.3) (0.6)
Unvested at the end of the year
9.9 2.0 $ 17.12 9.8 1.4 10.4 1.6

The total fair value of common shares that vested during 2025 was $66.3 million (2024: $95.7 million; 2023: $101.4 million). The weighted average grant date fair value of the U.S. dollar share awards that were granted during 2025 was $17.95 (2024: $15.20; 2023: $17.53).

At December 31, 2025, there was $106.5 million of total unrecognized compensation cost related to non-vested common share awards; that cost is expected to be recognized over a weighted average period of 2.29 years.

v3.25.4

RETIREMENT BENEFIT PLANS
12 Months Ended

Dec. 31, 2025

Retirement Benefits, Description [Abstract]

RETIREMENT BENEFIT PLANS RETIREMENT BENEFIT PLANS
Defined Contribution Plans

The company operates defined contribution retirement benefit plans for all qualifying employees. The assets of the plans are held separately from those of the company and are under the control of trustees. When employees leave the plans prior to vesting fully in the contributions, the contributions payable by the company may be reduced by the amount of forfeited contributions.

The total expense reflected in the Consolidated Statements of Income for the year ended December 31, 2025 of $91.2 million (December 31, 2024: $75.4 million, December 31, 2023: $73.9 million) represents contributions paid or payable to these plans by the company at rates specified in the rules of the plans. As of December 31, 2025, accrued contributions for 2025 of $28.0 million (December 31, 2024: $13.0 million) are payable to the plans.

Defined Benefit Plans

The company maintains legacy defined benefit pension plans for qualifying employees of its subsidiaries in the U.K., Ireland, Germany and Taiwan. All defined benefit plans are closed to new participants.

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were valued as of December 31, 2025. The benefit obligation, related current service cost and prior service cost were measured using the projected unit credit method.

Benefit Obligations and Funded Status

The amounts included in the Consolidated Balance Sheets arising from the company's obligations and plan assets in respect of its defined benefit retirement plans were as follows:
(in millions) 2025 2024
Benefit obligation $ (292.9) $ (285.7)
Fair value of plan assets 316.3 304.7
Funded status $ 23.4 $ 19.0
Amounts recognized in the Consolidated Balance Sheets:
Other assets $ 26.8 $ 21.9
Accrued compensation and benefits (3.4) (2.9)
Funded status $ 23.4 $ 19.0

Changes in the benefit obligations were as follows:

(in millions) 2025 2024
January 1 $ 285.7 $ 325.8
Service cost 0.1 0.1
Interest cost 15.4 14.0
Actuarial (gains)/losses (8.5) (35.6)
Exchange difference 22.8 (6.9)
Benefits paid (12.9) (11.7)
Settlement (9.7) —
December 31 $ 292.9 $ 285.7
Key assumptions used in plan valuations are detailed below. Appropriate local mortality tables were also used. The weighted average assumptions used to determine defined benefit obligations at December 31, 2025 and 2024 were as follows:

2025 2024
Discount rate 5.39 % 5.23 %
Expected rate of salary increases 2.69 % 2.90 %
Future pension trend rate increases 3.30 % 3.29 %

Changes in the fair value of plan assets in the current period were as follows:

Retirement Plans
(in millions) 2025 2024
January 1 $ 304.7 $ 350.1
Actual return on plan assets 8.0 (26.8)
Foreign currency changes 24.4 (7.1)
Contributions from the company 2.3 0.2
Benefits paid (12.9) (11.7)
Settlement and other (10.2) —
December 31 $ 316.3 $ 304.7

The components of the amount recognized in accumulated other comprehensive income at December 31, 2025 and 2024 were as follows:
Retirement Plans
(in millions) 2025 2024
Prior service cost/(credit) $ 5.5 $ 5.3
Net actuarial loss/(gain) 153.8 157.1
Total $ 159.3 $ 162.4

The amounts in accumulated other comprehensive income expected to be amortized into the Consolidated Income Statement during the year ending December 31, 2026 are as follows:

(in millions) Retirement Plans
Prior service cost/(credit) $ 0.3
Net actuarial loss/(gain) 5.2
Total $ 5.5

The total accumulated and projected benefit obligation and fair value of plan assets for plans with accumulated and projected benefit obligations in excess of plan assets were as follows:
Retirement Plans
(in millions) 2025 2024
Plans with accumulated and projected benefit obligation in excess of plan assets:
Accumulated and projected benefit obligation $ 5.1 $ 4.3
Fair value of plan assets $ 1.6 $ 1.4
Net Periodic Benefit Cost

The components of net periodic benefit cost in respect of these defined benefit plans were as follows:

Retirement Plans
(in millions) 2025 2024 2023
Service cost $ 0.1 $ 0.1 $ 0.2
Interest cost 15.4 14.0 14.0
Expected return on plan assets (15.8) (14.2) (14.7)
Amortization of prior service cost/(credit) 0.2 0.2 0.5
Amortization of net actuarial (gain)/loss 5.3 4.8 3.8
Settlement (2.1) — —
Net periodic benefit cost/(credit) $ 3.1 $ 4.9 $ 3.8

The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, 2025, 2024 and 2023 were:
Retirement Plans
2025 2024 2023
Discount rate 5.23 % 4.37 % 4.55 %
Expected return on plan assets 5.25 % 5.02 % 4.13 %
Expected rate of salary increases 2.90 % 2.87 % 2.97 %
Future pension rate increases 3.29 % 3.28 % 3.35 %

In developing the expected rate of return, the company considers long-term compound annualized returns based on historical and current market data. Using this reference information, the company develops forward-looking return expectations for each asset category and an expected long-term rate of return for a targeted portfolio. Discount rate assumptions were based upon AA-rated corporate bonds of suitable terms and currencies.

Plan Assets

The analysis of the plan assets as of December 31, 2025 was as follows:

(in millions) 2025 % of Plan Assets
Cash and cash equivalents $ 14.0 4.4 %
Fund investments 109.4 34.6 %
Equity securities 17.6 5.6 %
Government debt securities 11.3 3.6 %
Guaranteed investments contracts 87.4 27.6 %
Other investments 76.6 24.2 %
Total $ 316.3 100.0 %

The analysis of the plan assets as of December 31, 2024 was as follows:

(in millions) 2024 % of Plan Assets
Cash and cash equivalents $ 13.8 4.5 %
Fund investments 92.7 30.4 %
Equity securities 17.9 5.9 %
Government debt securities 13.3 4.4 %
Guaranteed investments contracts 85.5 28.1 %
Other investments 81.5 26.7 %
Total $ 304.7 100.0 %
Plan assets are not held in company stock. The investment policies and strategies for plan assets held by defined benefit plans include:

•Funding - to have sufficient assets available to pay members benefits;
•Security - to maintain the minimum Funding Requirement;
•Stability - to have due regard to the employer's ability in meeting contribution payments given their size and incidence.

The following is a description of the valuation methodologies used for each major category of plan assets measured at fair value. Information about the valuation hierarchy levels used to measure fair value is detailed in Note 2, “Fair Value of Assets and Liabilities.”

Cash and cash equivalents

Cash equivalents include cash in the bank and cash investments in money market funds. Cash investments in money market funds are valued under the market approach through the use of quoted market prices in an active market, which is the NAV of the underlying funds, and are classified within level 1 of the valuation hierarchy.
Fund investments

These plan assets are primarily invested in affiliated funds and are classified within level 1 of the valuation hierarchy. They are valued at the NAV of common shares held by the plan at year end.

Equity securities, government debt securities and other investments

These plan assets are classified within level 1 of the valuation hierarchy and are valued at the closing price reported on the active market on which the individual securities are traded.

Guaranteed investment contracts

These plan assets are classified within level 3 of the valuation hierarchy and are valued through use of unobservable inputs by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer.

Cash Flows

The estimated amounts of contributions expected to be paid to the plans during 2026 are $0.2 million. There are no future annual benefits of plan participants covered by insurance contracts issued by the employer or related parties.

The benefits expected to be paid in each of the next five fiscal years and in the five fiscal years thereafter are as follows:

(in millions)
Expected benefit payments:
2026 $ 14.1
2027 $ 15.0
2028 $ 15.9
2029 $ 15.9
2030 $ 17.8
Thereafter in the succeeding five years $ 93.8

v3.25.4

OPERATING LEASES
12 Months Ended

Dec. 31, 2025

Leases [Abstract]

OPERATING LEASES OPERATING LEASES
The company leases office space in almost all its business locations and data centers and has certain equipment under non-cancelable operating leases. The operating leases have a weighted-average remaining lease term of 9.69 years for the year ended December 31, 2025 (2024: 9.93 years) and generally include one or more options to renew, with renewal terms that can extend the lease term from 1 to 10 years. Certain lease arrangements include an option to terminate the lease if a notification is provided to the landlord within 1 to 3.2 years prior to the end of the lease term. The company has sole discretion in exercising lease renewal and termination options. The lease terms used in the company’s lease measurements do not include renewal options as they are not reasonably certain to be exercised as of the date of this report.

The company elected to combine lease and non-lease components in calculating the lease liability and right-of-use asset for operating leases.

Variable lease payments are determined based on the terms and conditions outlined in the lease contracts and are primarily determined in relation to the extent of the company’s usage of the right-of-use asset or the nature and extent of services received from the lessor. Variable lease costs consists primarily of common area maintenance and other operating expenses as negotiated with the lessor.

As of December 31, 2025, the right-of-use asset of $297.2 million was included in Other assets, and the lease liability of $406.7 million was included in Accounts payable and accrued expenses, on the Consolidated Balance Sheets.

The components of lease expense for the years ended December 31, 2025, 2024 and 2023 were as follows:
(in millions) 2025 2024 2023
Operating lease cost $ 67.2 $ 73.7 $ 75.4
Variable lease cost 23.6 27.9 25.9
Less: sublease income (1.2) (1.9) (2.3)
Total lease expense $ 89.6 $ 99.7 $ 99.0
Supplemental cash flow information related to leases for the years ended December 31, 2025 and 2024 was as follows:

(in millions) 2025 2024
Cash outflows from operating leases included in the measurement of lease liabilities $ 72.1 $ 75.0
Right-of-use assets obtained in exchange for new operating lease liabilities $ 11.1 $ 57.2

In determining the discount rate, the company considered the interest rate yield for specific interest rate environments and the company’s credit spread at the inception of the lease.

The weighted-average discount rate for the operating lease liability for the year ended December 31, 2025 was 4.49% (2024: 4.42%).

As of December 31, 2025, the maturities of the company’s lease liabilities (primarily related to real estate leases) were as follows:

(in millions)
2026 $ 66.6
2027 61.1
2028 53.1
2029 41.7
2030 42.1
Thereafter 235.3
Total lease payments 499.9
Less: interest (93.2)
Present value of lease liabilities $ 406.7

v3.25.4

TAXATION
12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

TAXATION TAXATION
The components of the company's income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 were as follows:
(in millions) 2025 2024 2023
Current:
Federal $ 152.5 $ 201.2 $ 164.0
State (44.2) 51.3 42.7
Foreign 72.4 38.5 32.8
180.7 291.0 239.5
Deferred:
Federal $ (292.0) $ (19.3) $ (235.3)
State (101.7) (2.0) (44.1)
Foreign 8.4 (16.8) (29.8)
(385.3) (38.1) (309.2)
Total income tax expense (benefit) $ (204.6) $ 252.9 $ (69.7)

A reconciliation between the income tax provision at the statutory U.S. federal income tax rate and the income tax provision at the effective tax rate per the Consolidated Statements of Income for the year ended December 31, 2025, after the adoption of ASU 2023-09, is as follows:

(in millions) 2025
Income tax provision at the U.S federal statutory income tax rate (1)
$ (79.7) 21.0 %
State taxes, net of federal tax effect (2)
(76.4) 20.1 %
Foreign tax effects:
United Kingdom:
(Income)/loss attributable to equity method investments in corporate joint ventures (19.8) 5.2 %
Other 3.6 (1.0) %
Other foreign jurisdictions 33.2 (8.8) %
Worldwide changes in UTBs, including interest and penalties (38.9) 10.3 %
Nontaxable or nondeductible items 5.2 (1.4) %
(Income)/loss attributable to noncontrolling interests in consolidated entities (22.2) 5.9 %
Other adjustments (9.6) 2.6 %
Income tax provision at the effective tax rate per Consolidated Statements of Income $ (204.6) 53.9 %
__________
(1)    Since the revenues, net income and associated tax provision in the U.S. is significantly greater than any other single taxing jurisdiction within the worldwide group, the above reconciliation is presented on the basis of the U.S. statutory federal income tax rate of 21% as opposed to the Bermuda 2025 statutory income tax rate of 15%. For years prior to 2025, the statutory income tax rate in Bermuda was zero.
(2)    State taxes in Illinois made up the majority (greater than 50%) of the tax effect in this category.
A reconciliation between the statutory U.S. federal income tax rate and the effective tax rate per the Consolidated Statements of Income for the years ended December 31, 2024 and December 31, 2023, prior to the adoption of ASU 2023-09, is as follows:

2024
2023(1)
U.S. federal statutory income tax rate 21.0 % 21.0 %
State taxes, net of federal tax effect 3.9 % 3.2 %
Foreign tax rate differential (2.8) % 11.1 %
Income/(loss) attributable to noncontrolling interests in consolidated entities 0.5 % (6.3) %
Income/(loss) attributable to equity method investments in corporate joint ventures (1.3) % 7.4 %
Valuation allowance 1.2 % (2.9) %
Nondeductible regulatory settlements 1.1 % — %
Nondeductible executive compensation — % (4.6) %
Nontaxable gain — % 3.9 %
Other 1.6 % (3.5) %
Effective tax rate per the Consolidated Statements of Income 25.2 % 29.3 %
__________
(1)    Certain signs within the table in the year ended December 31, 2023 are the opposite compared to the year ended December 31, 2024 as a result of applying each line’s total income tax benefit or expense to the loss before income taxes.

The company’s effective tax rate is affected by the tax rates in foreign jurisdictions, which are different than the U.S. federal statutory tax rate of 21%, and the relative amount of income earned in those jurisdictions. As a result, the effective tax rate will vary from year to year depending on the mix of the profits and losses from each jurisdiction.

The components of income/(loss) before taxes for the years ended December 31, 2025, 2024 and 2023 were as follows:

(in millions) 2025 2024 2023
Domestic $ (714.0) $ 850.6 $ (469.2)
Foreign 334.6 154.7 231.3
Income/(loss) before income taxes $ (379.4) $ 1,005.3 $ (237.9)

The components of the deferred tax assets and liabilities reflected in the Consolidated Balance Sheets at December 31, 2025 and 2024 included the following:
(in millions) 2025 2024
Deferred tax assets:
Compensation and benefits $ 108.5 $ 118.3
Lease obligations 75.0 85.5
Net operating loss carryforwards 154.3 165.0
Fixed assets 7.1 24.9
Accrued liabilities 28.2 38.0
Other 1.8 4.7
Total deferred tax assets 374.9 436.4
Valuation allowance (96.1) (99.2)
Deferred tax assets, net of valuation allowance 278.8 337.2
Deferred tax liabilities:
Goodwill and intangibles (1,081.3) (1,522.1)
Leased assets (51.7) (60.0)
Other (38.7) (27.3)
Total deferred tax liabilities (1,171.7) (1,609.4)
Net deferred tax liability $ (892.9) $ (1,272.2)
Deferred income tax assets and liabilities are recorded net when related to the same tax jurisdiction. At December 31, 2025, the company recorded on the Consolidated Balance Sheets net deferred tax assets of $8.6 million in Other assets and net Deferred tax liabilities of $901.5 million. At December 31, 2024, the company recorded on the Consolidated Balance Sheets net deferred tax assets of $9.7 million in Other assets and net Deferred tax liabilities of $1,281.9 million.

At December 31, 2025, the company had state net operating loss carryforwards of $28.6 million, which will expire, if not utilized, between 2026 and 2038 except for approximately $3.4 million which have an indefinite life. At December 31, 2025, the company also had foreign net operating loss carryforwards of $125.7 million, of which approximately $8.1 million will expire over several years starting in 2026, with the remaining $117.6 million having an indefinite life. A valuation allowance has been recorded against certain carryforwards and certain deferred tax assets related to tax jurisdictions in which it is unlikely that the deferred tax asset will be realized.

Deferred tax liabilities are recognized for taxes that would be payable on the unremitted earnings of the company's foreign subsidiaries and corporate joint ventures, except where it is our intention to indefinitely reinvest the undistributed earnings. A deferred tax liability has not been recognized for our Canadian unremitted earnings, which are indefinitely reinvested, of approximately $1,028.0 million and $989.1 million at December 31, 2025 and 2024, respectively. If these earnings were distributed as a dividend, Canadian withholding tax of 5.0% would be due on the dividend. There are no other significant jurisdictions for which a deferred tax liability has not been recognized on unremitted earnings.

A reconciliation of the gross UTBs for the years ended December 31, 2025, 2024 and 2023 is as follows:
(in millions) 2025 2024 2023
Balance at January 1 $ 99.3 $ 91.3 $ 100.2
Additions for tax positions related to the current year 2.9 11.7 9.6
Additions for tax positions related to prior years 2.7 1.3 1.3
Reductions for tax positions related to prior years (40.9) (0.6) (7.7)
Reductions related to lapse of statute of limitations (9.0) (4.4) (1.8)
Reductions related to settlements (0.3) — (10.3)
Balance at December 31 $ 54.7 $ 99.3 $ 91.3

The amount of UTBs that, if recognized, would favorably affect the company's effective tax rate was $43.6 million at December 31, 2025. The company recognizes accrued interest and penalties related to UTBs as a component of the income tax provision. The Consolidated Balance Sheets include accrued interest and penalties related to UTBs of $16.7 million, $21.6 million and $17.0 million at December 31, 2025, 2024 and 2023, respectively. The company recognized a benefit for interest and penalties related to UTBs of $(4.9) million in 2025 and an expense of $4.5 million and $1.9 million in 2024 and 2023, respectively.

The company files U.S. federal, U.S. state and local, and numerous foreign income tax returns. The company is periodically examined by various taxing authorities. With few exceptions, the company is no longer subject to income tax examinations for years prior to 2014.

The components of the Company’s income taxes paid (net of refunds received) by jurisdiction, as reflected in the Consolidated Statements of Cash Flows for the year ended December 31, 2025, were as follows:

(in millions) 2025
Federal $ 164.5
State:
Illinois (15.8)
Other 32.1
Foreign:
Japan 12.1
Other 45.8
Total income taxes paid (net of refunds) $ 238.7

v3.25.4

EARNINGS PER COMMON SHARE
12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

EARNINGS PER COMMON SHARE EARNINGS PER COMMON SHARE
The calculation of EPS for the years ended December 31, 2025, 2024 and 2023 is as follows:
(In millions, except per share data) 2025 2024 2023
Net income/(loss) attributable to Invesco Ltd. $ (726.3) $ 538.0 $ (333.7)
Invesco Ltd:
Weighted average common shares outstanding - basic 452.6 457.0 454.8
Dilutive effect of non-participating common share-based awards 2.4 0.7 1.4
Weighted average common shares outstanding - diluted 455.0 457.7 456.2
Earnings per common share:
- basic $ (1.60) $ 1.18 $ (0.73)
- diluted $ (1.60) $ 1.18 $ (0.73)

Certain performance-vested awards are excluded from diluted EPS share calculations as the designated contingency was not met.

v3.25.4

SEGMENT AND GEOGRAPHIC INFORMATION
12 Months Ended

Dec. 31, 2025

Segments, Geographical Areas [Abstract]

SEGMENT AND GEOGRAPHIC INFORMATION SEGMENT AND GEOGRAPHIC INFORMATION
The company has one operating segment, investment management.

The company’s CODM is the President and Chief Executive Officer as he assesses the company’s performance and makes decisions about resource allocation. Net income/(loss) is one of the performance measures used by the CODM to evaluate the segment's performance and allocate capital. When assessing performance, the CODM uses regularly provided GAAP and non-GAAP financial information and metrics to monitor actual results against forecasts, prior period results and peers’ results. The information regularly provided to the CODM on the segment's revenues and significant expenses aligns with the categories presented in the Consolidated Statements of Income. The segment's assets are reported on the Consolidated Balance Sheets as Total assets.

Geographical information is presented below. There are no revenues or long-lived assets attributed to Bermuda.

(in millions) Americas APAC EMEA Total
For the year ended December 31, 2025
Total operating revenues (1)
$ 4,766.1 $ 295.3 $ 1,315.7 $ 6,377.1
Long-lived assets (2)
$ 245.7 $ 24.8 $ 108.4 $ 378.9
For the year ended December 31, 2024
Total operating revenues (1)
$ 4,653.1 $ 270.9 $ 1,143.0 $ 6,067.0
Long-lived assets (2)
$ 312.8 $ 33.7 $ 132.5 $ 479.0
For the year ended December 31, 2023
Total operating revenues (1)
$ 4,380.3 $ 263.8 $ 1,072.3 $ 5,716.4
Long-lived assets (2)
$ 416.0 $ 40.0 $ 143.5 $ 599.5
__________
(1) Operating revenues reflect the geographical regions from which services are provided.
(2) Long-lived assets include property, equipment and software.

v3.25.4

COMMITMENTS AND CONTINGENCIES
12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Commitments and contingencies may arise in the ordinary course of business.

The company has committed to co-invest in certain investment products which may be called in future periods. At December 31, 2025, the company’s undrawn co-invest capital commitments were $683.6 million (December 31, 2024: $693.7 million).

Certain of our managed investment products have entered into borrowing arrangements with financial institutions. The company provided equity commitments and guarantees to the financial institutions for certain of these borrowing arrangements that are temporary in nature. The borrowing arrangements look first to the respective investment products for repayment and servicing. The company’s equity commitment or guarantee would only be called in the event a particular investment product is unable to meet its obligation. The company believes the likelihood of being required to fund its equity commitments or guarantees under these arrangements to be remote. To date, the company has not been required to fund any equity commitments or guarantees under these arrangements. The maximum amount of future payments under the commitments is $50.5 million and under the guarantees is $30.0 million. The fair value of the guarantee liability is not significant to the consolidated financial statements.

The company and some of its subsidiaries have entered into agreements with financial institutions to guarantee certain obligations of other subsidiaries of the company. The company would be required to perform under these guarantees in the event of certain defaults. The company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Legal Contingencies

The company is from time to time involved in pending or threatened litigation relating to claims arising in the ordinary course of its business. The nature and progression of litigation can make it difficult to predict the impact a particular lawsuit or claim will have on the company. There are many reasons that the company cannot make these assessments, including, among others, one or more of the following: the proceeding is in its early stages (or merely threatened); the damages sought are unspecified, unsupportable, unexplained or uncertain; the claimant is seeking relief other than compensatory damages; the matter presents novel legal claims or other meaningful legal uncertainties; discovery has not started or is not complete; there are significant facts in dispute; and there are other parties who may share in any ultimate liability.

The company and certain related entities have in recent years been subject to various regulatory inquiries, reviews and investigations and legal proceedings, including civil litigation, regulatory investigations and enforcement actions. These actions can arise from normal business operations and/or matters that have been the subject of previous regulatory reviews. As a global company with investment products registered in numerous countries and subject to the jurisdiction of one or more regulators in each country, at any given time, our business operations may be subject to review, investigation, or disciplinary action.

In assessing the impact that a legal or regulatory matter will have on the company, management evaluates the need for an accrual on a case-by-case basis. If the likelihood of a loss is deemed probable and is reasonably estimable, the estimated loss is accrued. If the likelihood of a loss is assessed as less than probable, a loss is not accrued. If a loss is deemed probable but an amount or range of loss cannot be reasonably estimated, a loss is not accrued but the matter is disclosed.

In management’s opinion, adequate accrual has been made as of December 31, 2025 to provide for any losses that may arise from matters for which the company could reasonably estimate an amount and are deemed probable. Management believes that the ultimate resolution of any litigation or regulatory investigations will not materially affect the company’s business, revenue, net income or liquidity.
Further, the investment management industry also is generally subject to extensive levels of ongoing regulatory oversight and examination. In the jurisdictions in which the company operates, governmental authorities regularly make inquiries, hold investigations and administer market conduct examinations with respect to the company’s compliance with applicable laws and regulations. Additional lawsuits or regulatory enforcement actions arising out of these inquiries may in the future be filed against the company, related entities and individuals in the jurisdictions in which the company and its affiliates operate. Any material loss of investor and/or client confidence as a result of such inquiries and/or litigation could result in a significant decline in AUM, which would have an adverse effect on the company’s future financial results and its ability to grow its business.

v3.25.4

CONSOLIDATED INVESTMENT PRODUCTS
12 Months Ended

Dec. 31, 2025

Consolidated Investment Products [Abstract]

CONSOLIDATED INVESTMENT PRODUCTS CONSOLIDATED INVESTMENT PRODUCTS
The company's risk with respect to each investment in CIP is limited to its equity ownership, undrawn capital commitments, and any uncollected management and performance fees. The company has no right to the benefits from, nor does it bear the risks associated with, these investments, beyond the company's direct investments in, and management and performance fees generated from, the investment products. If the company were to liquidate, these investments would not be available to the general creditors of the company, and as a result, the company does not consider investments held by CIP to be company assets. Additionally, the collateral assets of consolidated CLOs are held solely to satisfy the obligations of the CLOs, and the investors in the consolidated CLOs have no recourse to the general credit of the company for the notes issued by the CLOs. CIP are taxed at the investor level and not at the product level; therefore, there is no tax provision reflected in the net impact of CIP. Substantially all of CIP are VIEs. The following table presents the assets and liabilities balances related to CIP that are included on the Consolidated Balance Sheets as well as the company’s net investment in and net receivables due from CIP.

(in millions) December 31, 2025 December 31, 2024
ASSETS
Cash and cash equivalents of CIP $ 942.3 $ 509.5
Accounts receivable and other assets of CIP 266.1 372.3
Investments of CIP 8,941.4 7,492.7
Investments and other assets of CIP $ 10,149.8 $ 8,374.5
LIABILITIES
Debt of CIP 7,552.7 6,200.9
Other liabilities of CIP 1,414.9 652.2
Debt and other liabilities of CIP 8,967.6 6,853.1
EQUITY
Equity attributable to redeemable noncontrolling interests 75.4 544.7
Invesco's net investment in and net receivables due from CIP 408.3 412.5
Equity attributable to nonredeemable noncontrolling interests 698.5 564.2
Total liabilities and equity $ 10,149.8 $ 8,374.5

The following table reflects the impact of consolidation of investment products into the Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023.

(in millions) 2025 2024 2023
Operating income/(loss) $ (84.6) $ (60.2) $ (84.8)
Other income/(expense) 191.5 37.8 13.5
Net (income)/loss attributable to noncontrolling interests in consolidated entities (106.9) 22.4 71.3
Net income/(loss) attributable to Invesco Ltd.
$ — $ — $ —
The following tables present the fair value hierarchy levels of Investments of CIP which are measured at fair value as of December 31, 2025 and December 31, 2024:
December 31, 2025
(in millions) Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs
(Level 3)
Investments Measured at NAV as a practical expedient(2)
Assets:
Bank loans(1)
$ 7,635.2 $ — $ 7,309.7 $ 325.5 $ —
Bonds 674.2 11.8 640.5 21.9 —
Equity securities 172.1 50.8 1.3 120.0 —
Equity and fixed income mutual funds 17.8 5.4 12.4 — —
Investments in other private equity funds 438.0 — — — 438.0
Real estate investments 4.1 — — — 4.1
Total assets at fair value $ 8,941.4 $ 68.0 $ 7,963.9 $ 467.4 $ 442.1

December 31, 2024
(in millions) Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs
(Level 3)
Investments Measured at NAV as a Practical expedient(2)
Assets:
Bank loans(1)
$ 5,793.0 $ — $ 5,494.5 $ 298.5 $ —
Bonds 605.5 17.2 588.3 — —
Equity securities 144.5 37.2 22.7 84.6 —
Equity and fixed income mutual funds 96.5 3.2 93.3 — —
Investments in other private equity funds 414.6 — — — 414.6
Real estate investments 438.6 — — — 438.6
Total assets at fair value $ 7,492.7 $ 57.6 $ 6,198.8 $ 383.1 $ 853.2
_________
(1) Bank loan investments, which comprise the majority of the consolidated CLOs' portfolio collateral, are senior secured corporate loans from a variety of industries. Bank loan investments mature at various dates between 2026 and 2033, pay interest at the applicable reference rate plus a spread of up to 12.00%, and typically range in S&P credit rating categories from BBB down to unrated. Notes issued by the consolidated CLOs mature at various dates between 2030 and 2039 and have a weighted average maturity of nine years. The notes are issued in various tranches with different risk profiles. The interest rates are generally variable rates based on the applicable reference rate plus a pre-defined spread, which varies from 0.65% for the more senior tranches to 8.77% for the more subordinated tranches. The investors of the notes are not affiliated with the company and have no recourse to the general credit of the company. The company elected the fair value option for collateral assets held and notes issued by its consolidated CLOs, see Note 1 "Accounting Policies," for details. At December 31, 2025, the unpaid principal balance exceeds the fair value of the senior secured bank loans and bonds by approximately $544.7 million (December 31, 2024: the unpaid principal balance exceeded the fair value of the senior secured bank loans and bonds by approximately $303.9 million). Approximately 1.22% of the collateral assets are in default as of December 31, 2025 (December 31, 2024: approximately 0.37% of the collateral assets were in default).
(2) The table below summarizes as of December 31, 2025 and December 31, 2024, the nature of investments that are valued using the NAV as a practical expedient. Private equity funds are not subject to redemption; however, for certain funds, investors may sell or transfer their interest. Real estate funds are generally subject to a redemption notice period that requires at least 45 days, and the frequency of redemptions is either quarterly or best efforts.
December 31, 2025 December 31, 2024
(in millions, except term data) Fair Value Total Unfunded Commitments Weighted Average Remaining Term Fair Value Total Unfunded Commitments Weighted Average Remaining Term
Private equity funds $438.0 $23.7 4.5 years $414.6 $32.5 5.2 years
Real estate investments $4.1 N/A N/A $438.6 $13.7 N/A
The following table shows a reconciliation of the beginning and ending fair value measurements for level 3 assets using significant unobservable inputs as of December 31, 2025 and December 31, 2024:
2025 2024
(in millions) Level 3 Assets Level 3 Assets
Beginning Balance as of January 1 $ 383.1 $ 825.8
CIP Purchases 444.5 392.5
CIP Sales (295.8) (134.7)
Deconsolidation/Consolidation of CIP 54.5 (724.9)
Gains and losses included in the Consolidated Statements of Income (16.7) (18.5)
Transfers from Level 3 into Levels 1 or 2 (401.6) (169.5)
Transfers into Level 3 from Levels 1 or 2 297.2 214.5
Foreign exchange 2.2 (2.1)
Ending Balance as of December 31 $ 467.4 $ 383.1

Non-consolidated VIEs

At December 31, 2025, the company's carrying value and risk of loss with respect to VIEs in which the company is not the primary beneficiary included our investment carrying value of $242.4 million (December 31, 2024: $106.1 million) and unfunded capital commitments of $86.8 million (December 31, 2024: $141.2 million).

v3.25.4

RELATED PARTIES
12 Months Ended

Dec. 31, 2025

Related Party Transactions [Abstract]

RELATED PARTIES RELATED PARTIES
MassMutual owns approximately 18.3% of the common stock of the company and owns substantially all of the outstanding $2.5 billion in perpetual, non-cumulative preferred shares as of December 31, 2025. Based on the level of shares owned by MassMutual and the corresponding customary minority shareholder rights, which includes representation on Invesco’s Board of Directors, the company considers MassMutual a related party.

Additionally, certain managed funds are deemed to be affiliated entities under the related party definition in ASC 850, “Related Party Disclosures.” The majority of the company's Operating revenues and receivables are from Invesco's managed funds. Related parties also include those defined in the company’s proxy statement.

Refer to Note 2, "Fair Value of Assets and Liabilities," and Note 3, "Investments," for more information on balances invested in Invesco affiliated funds.

v3.25.4

SUBSEQUENT EVENTS
12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS SUBSEQUENT EVENTS
On January 13, 2026, the company announced that it entered into an agreement to sell the company's Canadian fund management agreements to CI Global Asset Management and form a long-term strategic partnership under which the company will continue to provide portfolio management services through a sub-advisory arrangement to approximately 66 of the 104 Canadian mutual funds and ETFs with approximately $9 billion of AUM.

On January 15, 2026, Invesco Finance PLC, a wholly-owned indirect subsidiary of the Parent, redeemed the $500.0 million of senior notes which matured on January 15, 2026. The redemption was primarily funded by the Revolving Credit Agreement which had an outstanding balance of $790.0 million on January 31, 2026.

On January 26, 2026, the company declared a fourth quarter 2025 dividend of $0.210 per common share, payable on March 3, 2026, to common shareholders of record at the close of business on February 13, 2026 with an ex-dividend date of February 13, 2026.

On January 26, 2026, the company declared a preferred dividend of $14.75 per preferred share to the holders of preferred shares representing the period from December 1, 2025 through February 28, 2026. The preferred dividend is payable on March 2, 2026.

As previously announced, on February 18, 2026, the company’s Board of directors authorized a $1 billion common share repurchase plan with no stated expiration date.

v3.25.4

Insider Trading Arrangements
3 Months Ended

Dec. 31, 2025

Trading Arrangements, by Individual

Rule 10b5-1 Arrangement Adopted false

Non-Rule 10b5-1 Arrangement Adopted false

Rule 10b5-1 Arrangement Terminated false

Non-Rule 10b5-1 Arrangement Terminated false

v3.25.4

Insider Trading Policies and Procedures
12 Months Ended

Dec. 31, 2025

Insider Trading Policies and Procedures [Line Items]

Insider Trading Policies and Procedures Adopted true

v3.25.4

Cybersecurity Risk Management and Strategy Disclosure
12 Months Ended

Dec. 31, 2025

Cybersecurity Risk Management, Strategy, and Governance [Line Items]

Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
Cyber threats are considered one of the most significant risks facing financial institutions. To mitigate that risk, we have a designated Global Chief Security Officer (GCSO) who leads our Global Security Department, which is responsible for identifying, assessing, and managing cybersecurity threats. Our GCSO has experience in the public and private sectors, specializing in security, investigations, and incident response. The Global Security Department oversees, among others, the following groups across Invesco: Information Security, Strategic Intelligence, Corporate Security, Enterprise Resilience, Business Continuity, Crisis Management, Global Privacy Office, Business Security, and Projects & Strategy. This structure supports a more comprehensive, holistic approach to keeping our clients, employees, and critical assets safe, upholding privacy rights, and enabling a secure and resilient business.

The information security program for the company is led by our Chief Information Security Officer (CISO) who reports directly to the GCSO and has extensive experience in information security and risk management. Our information security program is designed to oversee all aspects of information security risk and seeks to ensure the confidentiality, integrity, and availability of information assets, including the implementation of controls aligned with industry guidelines and applicable statutes and regulations to identify threats, detect attacks and protect our information assets.

Our cybersecurity programs include the following:

•Proactive assessments of technical infrastructure and security resilience are performed on a regular basis, which include penetration testing, offensive testing and maturity assessments.
•Conducting due diligence on third-party service providers regarding cybersecurity risks prior to on-boarding, periodic assessment of cybersecurity risks for existing third-party service providers and continuous monitoring for new third-party cybersecurity incidents.
•An incident response program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event of a cybersecurity incident at Invesco or a third-party.
•Mandatory annual employee security awareness training, which focuses on cyber threats and security in general.
•Regular cyber phishing tests throughout the year to measure and raise employee awareness of cyber phishing threats.

Cybersecurity Risk Management Processes Integrated [Flag] true

Cybersecurity Risk Management Processes Integrated [Text Block] Cyber threats are considered one of the most significant risks facing financial institutions. To mitigate that risk, we have a designated Global Chief Security Officer (GCSO) who leads our Global Security Department, which is responsible for identifying, assessing, and managing cybersecurity threats. Our GCSO has experience in the public and private sectors, specializing in security, investigations, and incident response. The Global Security Department oversees, among others, the following groups across Invesco: Information Security, Strategic Intelligence, Corporate Security, Enterprise Resilience, Business Continuity, Crisis Management, Global Privacy Office, Business Security, and Projects & Strategy. This structure supports a more comprehensive, holistic approach to keeping our clients, employees, and critical assets safe, upholding privacy rights, and enabling a secure and resilient business.

Cybersecurity Risk Management Third Party Engaged [Flag] true

Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true

Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false

Cybersecurity Risk Board of Directors Oversight [Text Block] The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. The members of this Committee include the Chief Information and Operations Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, as well as other Global Operational Risk Owners which includes the GCSO. The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight.

Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk.

Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. The members of this Committee include the Chief Information and Operations Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, as well as other Global Operational Risk Owners which includes the GCSO. The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight.

Cybersecurity Risk Role of Management [Text Block] The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. The members of this Committee include the Chief Information and Operations Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, as well as other Global Operational Risk Owners which includes the GCSO. The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight.

Cybersecurity Risk Management Positions or Committees Responsible [Flag] true

Cybersecurity Risk Management Positions or Committees Responsible [Text Block] The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. The members of this Committee include the Chief Information and Operations Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, as well as other Global Operational Risk Owners which includes the GCSO. The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight.

Cybersecurity Risk Management Expertise of Management Responsible [Text Block] The information security program for the company is led by our Chief Information Security Officer (CISO) who reports directly to the GCSO and has extensive experience in information security and risk management.

Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. The members of this Committee include the Chief Information and Operations Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, as well as other Global Operational Risk Owners which includes the GCSO. The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight.

Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true

v3.25.4

ACCOUNTING POLICIES (Policies)
12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Accounting Pronouncements Recently Adopted and Pending Accounting Pronouncements
Accounting Pronouncements Recently Adopted

Income Tax Disclosures. Effective January 1, 2025, the company adopted Accounting Standards Update 2023-09, "Income Taxes: Improvements to Income Tax Disclosures" (ASU 2023-09), on a prospective basis, which requires disaggregated income tax disclosures of the effective tax rate reconciliation and income taxes paid. See Note 14, "Taxation."

Pending Accounting Pronouncements

Disaggregation of Income Statement Expenses. In November 2024, the FASB issued Accounting Standards Update 2024-03, "Disaggregation of Income Statement Expenses" (ASU 2024-03). The standard requires the disaggregated disclosure of certain income statement items. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and early adoption is permitted. The company is currently evaluating the impact of this amendment on its Consolidated Financial Statements.

Accounting for Internal-Use Software. In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software" (ASU 2025-06). The standard clarifies and modernizes the accounting for costs related to internal-use software. ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027. Early adoption is permitted. The company is currently evaluating the impact on its Consolidated Financial Statements.

Basis of Presentation and Accounting and Consolidation
Basis of Presentation

The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. and with rules and regulations of the SEC and consolidate the financial statements of the Parent and all of its controlled subsidiaries. In the opinion of management, the Consolidated Financial Statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition and results of operations for the periods presented. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation.

The Consolidated Financial Statements have been prepared primarily on the historical cost basis; however, certain items are presented using other bases such as fair value, where such treatment is required or voluntarily elected. The financial statements of subsidiaries, with the exception of certain CIP, are prepared for the same reporting period as the Parent and use consistent accounting policies, which, where applicable, have been adjusted to U.S. GAAP from local generally accepted accounting principles or reporting regulations. The financial information of certain CIP is included in the company's Consolidated Financial Statements on a lag (generally three months) based upon the availability of fund financial information. Noncontrolling interests in consolidated entities represents the interests in certain entities consolidated by the company either because the company has control over the entity or has determined that it is the primary beneficiary, but the company does not own all of the entity's equity. To the extent that noncontrolling interests represent equity which is redeemable or convertible for cash or other assets at the option of the equity holder, these are deemed to represent temporary equity, and are classified as equity attributable to redeemable noncontrolling interests in the Consolidated Balance Sheets. Nonredeemable noncontrolling interests are classified as a component of permanent equity.
Basis of Accounting and Consolidation

In addition to consolidating the financial statements of the Parent and all of its controlled subsidiaries, the Consolidated Financial Statements include the consolidation of certain investment products that meet the definition of either a VOE, if the company is deemed to have a controlling financial interest in the fund, or a VIE, if the company has been deemed to be the primary beneficiary of the fund.

Certain of these investment products including, but not limited to, CLOs, funds that are structured as partnership entities (such as private equity funds, real estate funds and fund-of-funds) and certain non-U.S. mutual funds are considered, for accounting and consolidation analysis purposes, to be VIEs. A VIE, in the context of the company and its managed funds, is a fund that does not have sufficient equity to finance its operations without additional subordinated financial support, or a fund for which the risks and rewards of ownership are not directly linked to voting interests. If the company is deemed to have the power to direct the activities of the fund that most significantly impact the fund's economic performance and the obligation to absorb losses/right to receive benefits from the fund that could potentially be significant to the fund, then the company is deemed to be the fund's primary beneficiary and is required to consolidate the fund.

The company's economic risk with respect to each investment in a CIP is limited to its equity ownership and any uncollected management and performance fees. See Note 18, "Consolidated Investment Products," for additional information regarding the impact of CIP.

The company assesses modifications to existing funds on an ongoing basis to determine if a significant reconsideration event has occurred. The consolidation analysis includes a detailed review of the terms of the fund's governing documents and a comparison of the significant terms against the consolidation criteria in ASC Topic 810, including a determination of whether the fund is a VIE or a VOE. Seed capital and co-investments in managed funds in which the company has determined that it is the primary beneficiary or in which the company has a controlling financial interest are consolidated if the impact of doing so is deemed material. If the company subsequently determines that it no longer controls the managed funds in which it has invested, or no longer has an obligation to absorb losses or rights to receive benefits, the company will deconsolidate the funds. If there are any remaining holdings in the managed funds or if the managed funds are not required to be consolidated, the investment is no longer accounted for as CIP and is moved to the investments line item in the balance sheet and is accounted for as described in the "Investments" accounting policy below.
All of the investments held by VIEs are presented at fair value in the company's Consolidated Balance Sheets at December 31, 2025 and 2024. The company has elected the fair value option under ASC Topic 825-10-25 for measuring the collateral assets held and notes issued by its consolidated CLOs to eliminate inconsistencies that would otherwise arise from using different accounting bases. The notes issued by consolidated CLOs are measured under the measurement alternative that requires the reporting entity to measure both the financial assets and liabilities of the CLOs using the more observable fair value. By electing the fair value option, the notes issued by the CLOs are measured based on the fair value of the net assets of the CLOs. Gains or losses related to assets and liabilities of consolidated CLOs are offset in Other income/(expense) of CIP, net in the Consolidated Statements of Income. Net income (loss) attributable to Invesco Ltd. includes only the changes in fair value of the company’s economic interests in the consolidated CLOs due to the elimination of net income (loss) related to noncontrolling interests.

Divestitures
Divestitures

From time to time the company may enter into agreements to sell various assets or groups of assets, referred to as a disposal group, outside of the ordinary course of business. A disposal group is classified as held for sale in the period in which all of the following criteria are met: management commits to a plan to sell the disposal group; the disposal group is available for immediate sale; the sale and transfer of the disposal group is expected within one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. If the disposal group meets the definition of a business, goodwill is allocated to the disposal group based on its relative fair value. A disposal group that is classified as held for sale is assessed for impairment at the time of classification and measured at the lower of its carrying value or fair value less costs to sell. Any resulting impairment loss is reflected within Other gains/(losses), net in the Consolidated Statements of Income. The associated assets and liabilities are presented on the Consolidated Balance Sheets within Other assets and Accounts payable and accrued expenses, respectively.

At the date control of the disposal group is lost, all related assets and liabilities are derecognized from the Consolidated Balance Sheets and any retained interest is recorded at fair value within Investments on the Consolidated Balance Sheets. The difference between the assets and liabilities of the disposal group, the fair value of any retained interest, and the fair value of
consideration received is recognized as a gain or loss on sale within Other gains/(losses), net in the Consolidated Statements of Income.

Use of Estimates
Use of Estimates

In preparing the Consolidated Financial Statements, management is required to make estimates and assumptions that affect reported revenues, expenses, assets, liabilities and disclosure of contingent liabilities. The primary estimates and assumptions relate to goodwill and intangible impairment, certain investments which are carried at fair value, post-employment benefit plan obligations, income taxes and contingent losses. Additionally, estimation is involved when determining investment and debt valuation for certain CIP; however, changes in the fair values of these amounts are largely offset by noncontrolling interests. Use of available information and application of judgment are inherent in the formation of estimates. Actual results in the future could differ from such estimates, and the differences may be material to the Consolidated Financial Statements.

Cash and Cash Equivalents
Cash and Cash Equivalents

Cash and cash equivalents consist of cash held at banks and short-term investments with a maturity of three months or less (primarily held in affiliated money market funds). Cash and cash equivalents of CIP are not available for general use by the company and are included in Investments and other assets of CIP on the Consolidated Balance Sheets.

Cash balances may not be readily accessible to the Parent due to capital adequacy requirements of certain of our subsidiaries. We meet these requirements in part by holding Cash and cash equivalents. This retained cash can be used for general business purposes in the countries where it is located and is therefore not considered restricted cash.

Investments
Investments

The majority of the company’s investment balances relate to balances held in affiliated funds and equity method investees. In the normal course of business, the company invests in various types of affiliated investment products, either as “seed capital” or as longer-term investments alongside third-party investors, typically referred to as “co-investments.” Seed capital investments are investments held in Invesco managed funds with the purpose of providing capital to the funds during their development periods to allow the funds to achieve critical mass, establish their track records and obtain third-party investments. Seed capital may also be held for regulatory purposes in certain jurisdictions. Co-investments are often required by third-party investors in closed-ended funds to demonstrate an alignment of the investment manager’s interests with those of the third-party investors. The company also invests in affiliated funds in connection with its deferred compensation plans.

Investments are primarily categorized as equity investments and equity method investments. See Note 3, “Investments,” for additional details.

Equity investments include seed capital, investments held to settle the company's deferred compensation plan liabilities and other equity securities. Equity investments are securities bought and held principally for the purpose of selling them in the near term. Equity investments are measured at fair value. Gains or losses arising from changes in the fair value of equity investments are included in income.
Equity method investments include investments over which the company is deemed to have significant influence. Significant influence typically exists when the company owns between 20% to 50% of an investee, although other factors are considered including representation on the Board, the concentration of other shareholders and the impacts of contractual arrangements. The equity method of accounting requires that the investment is initially recorded at cost, including any excess value paid over the book value of the investment acquired. The carrying amount of the investment is increased or decreased to recognize the company's share of the after-tax profit or loss of the investee after the date of acquisition and is decreased as distributions are received. Distributions received from equity method investees are classified in the Consolidated Statements of Cash Flows as either operating or investing activities based on the nature of the distribution. The proportionate share of income or loss is included in Equity in earnings of unconsolidated affiliates in the Consolidated Statements of Income.

Fair Value
Fair Value
Fair value is determined using a valuation hierarchy (discussed in Note 2, “Fair Value of Assets and Liabilities”), generally by reference to an active trading market, using quoted closing or bid prices as of each reporting period end. When a readily ascertainable market value does not exist for an investment, the fair value is calculated based on the expected cash flows of its underlying net asset base, taking into account applicable discount rates and other factors. Judgment is used to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive. As a practical expedient, the company may elect to use NAV as the fair value for certain CIP.

Property, Equipment, Software and Depreciation
Property, Equipment, Software and Depreciation

Property, equipment and software includes owned property, leasehold improvements, computer hardware/software and other equipment and is stated at cost less accumulated depreciation or amortization and any previously recorded impairment in value. Expenditures for major additions and improvements are capitalized; minor replacements, maintenance and repairs are charged to expense as incurred. Amounts incurred are presented as work-in-progress until the construction or purchase of the property and equipment is substantially complete and ready for its intended use, at which point, the asset will begin to be depreciated or amortized. Depreciation or amortization is provided on property, equipment and software at rates calculated to write off the cost, less estimated residual value, on a straight-line basis over the asset's expected useful life: owned buildings over 50 years, leasehold improvements over the shorter of the lease term or useful life of the improvement; and computers and other equipment between three and seven years.

Purchased and internally developed software is capitalized if the costs can be measured reliably, and it is probable that the asset will generate future economic benefits. For internally developed software, the company capitalizes certain internal and external costs incurred related to software development activities that will generate future economic benefits. These capitalized costs are amortized into operating expenses on a straight-line basis over the software's useful life, generally five to seven years. Depreciation or amortization expense is included in Property, office and technology expense on the Consolidated Income Statement.

The company reevaluates the useful life determination for property, equipment and software each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. Upon a sale or retirement, the asset cost and related accumulated depreciation or amortization are removed from the Consolidated Financial Statements and any related gain or loss is reflected in income.

The carrying amounts of property, equipment and software are reviewed for impairment when events or changes in circumstances indicate that the carrying values may not be recoverable. At each reporting date, an assessment is made to identify any indicators of impairment. An impairment test is performed if an impairment indicator is identified.

Intangible Assets
Intangible Assets

Intangible assets identified on the acquisition of a business are capitalized separately from goodwill if the fair value can be measured reliably on initial recognition (transaction date). Intangible assets consist primarily of mutual fund and other client management contracts, customer relationships and distribution agreements. Certain management contracts are managed and operated on a single global platform and are therefore reviewed in aggregate as one unit of valuation. These contracts are considered interchangeable because investors may freely transfer between funds.
Intangible assets that are determined to be finite-lived are amortized on a straight-line basis over their useful lives, from two to ten years, which reflects the pattern in which the economic benefits are realized. The company reviews intangible assets each reporting period to determine whether events or circumstances have occurred that indicate the expected period of economic benefit may no longer be appropriate or there is an indication of impairment. If there is an indication of impairment, management will perform an impairment analysis.
Where evidence exists that the underlying agreements have a high likelihood of continued renewal at little or no cost to the company, the intangible asset is assigned an indefinite life and is tested for impairment annually as of October 1st or more frequently if events or changes in circumstances indicate that the asset might be impaired. When testing intangible assets for impairment, management has the option to first perform a qualitative assessment. If the qualitative assessment indicates that an impairment may be likely or management elected to not perform the qualitative assessment, management performs a quantitative test to determine the fair value of the intangible assets and compares the fair value to the carrying amount of the intangibles assets. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Fair value is generally determined using an income approach where estimated future cash flows are discounted to arrive at a single present value amount.

Goodwill
Goodwill

Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1st and between annual tests when events and circumstances indicate that impairment may have occurred.

The company has determined that it has one reporting unit for goodwill impairment testing purposes which is consistent with internal management reporting and management's oversight of operations. The company evaluated the components of its business, which are the business units one level below the operating segment level, to make this determination. The company's operating segment represents one reporting unit because all of the components are similar due to the common nature of products and services offered, the type of clients, the methods of distribution, the manner in which each component is operated, and the extent to which the components share assets and resources and benefit from common product development efforts.

The company has the option to first qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative assessment indicates that an impairment may be likely or management elected to not perform the qualitative assessment, a quantitative impairment test is performed at the reporting unit level. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized for the reporting unit in an amount equal to that excess. However, the impairment cannot exceed the total amount of goodwill allocated to the reporting unit.
The principal method of determining fair value of the reporting unit is an income approach where estimated future cash flows are discounted to arrive at a single present value amount. The discount rate used is derived based on the weighted average cost of capital and the risk profile of the stream of future cash flows. The calculated present value amount is the fair value of the reporting unit.

Debt Issuance Costs
Debt Issuance Costs
Debt issuance costs related to the issuance of senior notes are presented as a deduction from the carrying amount of the related debt liability. Debt issuance costs related to the company's Revolving Credit Agreement are presented as a deferred asset within Other assets on the company's Consolidated Balance Sheets. Debt issuance costs are amortized over the term of the debt using the effective interest method and are reflected in Interest expense in the Consolidated Statements of Income. After initial recognition, debt issuance costs are measured at amortized cost.

Revenue Recognition
Revenue Recognition

Revenue is measured and recognized based on the five step process outlined in ASC Topic 606, "Revenue from Contracts with Customers." Revenue is determined based on the transaction price negotiated with the customer, net of discounts, value added tax and other sales-related taxes.

Investment management fees are derived from providing professional services to manage client accounts and sponsored investment vehicles. Investment management services are satisfied over time as the services are provided and are typically based upon a percentage of the value of the client’s AUM. Investment management fees for certain arrangements include fees for distribution and administrative-related services. Any fees collected in advance are deferred and recognized as income over the period in which services are rendered.
Service fees are earned for services rendered relating to fund accounting, transfer agent, administrative and/or other maintenance activities performed for sponsored investment vehicles. Service fees are generally based upon a percentage of the value of the AUM. Service fees are also earned from the delivery of digital solutions to our customers. All of these services are satisfied over time.

The company provides distribution services to certain sponsored investment vehicles. Fees are generally earned based upon a percentage of the value of the AUM, as the fee amounts do not crystallize completely upon the sale of a share or unit. Accordingly, the distribution fee revenues are recognized over time as the amount of the fees becomes known. For example, U.S. distribution fees can include 12b-1 fees earned from certain mutual funds to cover allowable sales and marketing expenses for those funds and also include asset-based sales charges paid by certain mutual funds for a period of time after the sale of those funds. Generally, retail products offered outside of the U.S. do not generate a separate distribution fee; the quoted management fee rate is inclusive of these services. The company also has certain arrangements whereby the distribution fees are paid upon the subscription or redemption of a share or unit.

Performance fee revenues, including carried interests and performance fees related to partnership investments and separate accounts, are generated on certain management contracts when performance hurdles are achieved. Such fee revenues are recorded in Operating revenues when the contractual performance criteria have been met and when it is probable that a significant reversal of revenue recognized will not occur in future reporting periods. Cash receipt of performance fees generally occurs after the performance fee revenue is earned; however, the company may receive, from time-to-time, cash distributions of carried interest before any revenue is earned. Such distributions are reflected as deferred carried interest liabilities within Accounts payable and accrued expenses on the Consolidated Balance Sheets. Given the uniqueness of each fee arrangement, performance fee contracts are evaluated on an individual basis to determine the timing of revenue recognition.

Other revenues include fees derived primarily from transaction commissions earned upon the sale of new investments into certain of our funds and fees earned upon the completion of transactions in our real estate and private equity asset groups. These transaction fees are recorded in the Consolidated Statements of Income on the date when Invesco’s services are complete, which typically coincides with when the transactions are legally complete.

Principal versus Agent

The company utilizes third-party service providers to fulfill certain performance obligations in its revenue agreements. Generally, the company is deemed to be the principal in these arrangements because the company controls the investment management and other related services before they are transferred to customers. Such control is evidenced by the company’s primary responsibility to customers and the ability to negotiate the third-party contract price as well as select and direct third-party service providers, or a combination of these factors. Therefore, investment management and service and distribution fee revenues and the related third-party distribution, service and advisory expenses are reported on a gross basis.

As discussed above, the revenues from the company’s U.S. retail operations include 12b-1 distribution fees, which are largely passed through to brokers who sell the funds. The fees passed through to the broker dealers are included in third-party distribution expenses along with additional marketing support distribution costs. Both the revenues and the costs are dependent on the underlying AUM of the brokers' clients. Third-party distribution expenses also include the amortization of upfront commissions paid to broker-dealers for sales of fund shares with a CDSC (a charge levied to the investor for client redemption of AUM within a certain contracted period of time). The upfront distribution commissions are amortized over the redemption period. Also included in third-party distribution, service and advisory expenses are sub-transfer agency fees that are paid to third parties for processing client common share purchases and redemptions, call center support and client reporting. These costs are reimbursed by the related funds and are included in service and distribution fees.

Common Share-Based Compensation ommon Share-Based Compensation
The company issues equity-settled common share-based awards to certain employees, which are measured at fair value at the date of grant. Fair value for the common share awards representing equity interests identical to those associated with common shares traded in the open market is determined using the market price at the date of grant. The fair value determined at the grant date is expensed, based on the company's estimate of common shares that will eventually vest, on a straight-line or accelerated basis over the vesting period.

Deferred Compensation
Deferred Compensation

The company grants deferred cash awards to certain employees which are linked in value to investment products. During the vesting period, employees earn a return linked to the appreciation or depreciation of specified investments. The company recognizes as compensation expense the value of the liability to employees, including the appreciation or depreciation of the liability, over the award's vesting period in proportion to the vested amount of the award.
The company currently economically hedges the exposure to market movements on certain of these awards by either holding the underlying investment products on its balance sheet or through a TRS financial instrument. The company immediately recognizes the full value of the investment in Investments on the Consolidated Balance Sheets and any subsequent appreciation or depreciation of the investments, in Other gains/(losses), net in the Consolidated Statements of Income.

Pensions
Pensions
For defined contribution plans, contributions payable related to the accounting period are expensed and included in Employee compensation expense. For defined benefit plans, the cost of providing benefits is separately determined for each plan using the projected unit credit method, based on actuarial valuations performed at each balance sheet date. The company's annual measurement date is December 31st. A portion of actuarial gains and losses is expensed and included in Other gains/(losses), net if the net cumulative unrecognized actuarial gain or loss at the end of the prior period exceeds the greater of 10.0% of the present value of the defined benefit obligation (before deducting plan assets) at that date and 10.0% of the fair value of any plan assets.

Leases
Leases

The company determines whether an arrangement is a lease at contract inception. Lease liabilities and right-of-use assets are recognized on the lease commencement date based on the net present value of fixed lease payments over the lease term. The company includes options to extend or terminate a lease within the lease term when it is reasonably certain the option will be exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease liabilities represent an obligation to make lease payments arising from a lease, and right-of-use assets represent a right to use an underlying asset during the lease term. Right-of-use assets exclude capital improvement funding and other lease concessions provided by the landlord.
As the company's leases generally do not have a readily determinable implicit rate, the company uses its incremental borrowing rate to determine the present value of fixed lease payments based on information available at the lease commencement date. Fixed lease expenses for operating leases are generally recognized on a straight-line basis over the lease term. The company combines lease components and non-lease components such as fixed maintenance and other costs into a single lease component, which results in the capitalization of all fixed payments within lease liabilities and right-of-use assets. Variable lease payments, such as variable maintenance costs or payments based on an index rate or usage, are expensed as incurred and are excluded from lease liabilities and right-of-use assets.

Taxation
Taxation

Deferred tax assets and liabilities are recorded for temporary differences between the reported amounts of assets and liabilities in the financial statements and their respective tax bases, using the enacted statutory tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the income tax provision in the period in which the change is enacted. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets to the amount that is more likely than not to be realized. The company recognizes all excess tax benefits and deficiencies related to common share-based awards as a discrete item in the income tax provision in the period in which the awards vest. The company records a liability for UTBs resulting from uncertain tax positions taken or expected to be taken in a tax return. The company recognizes interest and penalties related to income tax matters in the income tax provision.

Earnings Per Common Share
Earnings Per Common Share
Basic and diluted EPS are computed using the two-class method, which treats unvested restricted common shares as if they were a separate class of common shares. Under the two-class method, Net income attributable to Invesco is adjusted for the allocation of earnings to the unvested restricted common shares. In addition, the weighted-average common shares outstanding is adjusted for unvested restricted common shares.

Comprehensive Income
Comprehensive Income

The company's Other comprehensive income/(loss) consists of foreign currency translation adjustments and employee benefit plan liability adjustments. Such amounts are recorded net of applicable taxes.

Translation of Foreign Currencies
Translation of Foreign Currencies

Transactions in foreign currencies (currencies other than the functional currencies of the company's subsidiaries) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are remeasured into the functional currencies of the company's subsidiaries at the rates prevailing at the balance sheet date. The revaluation of these transactions is included in the Consolidated Statements of Income.

The company's reporting currency and the functional currency of the Parent is U.S. Dollars. On consolidation, the assets and liabilities of the company's subsidiaries, whose functional currencies are currencies other than the U.S. Dollar, are translated at the rates of exchange prevailing at the balance sheet date. Exchange differences arising on the translation of the assets and liabilities of foreign operations are recorded directly to accumulated other comprehensive income in equity until the complete or substantially complete liquidation of an operation, at which time, the cumulative exchange difference is recognized in the Consolidated Statements of Income. Income and expense items included in the Consolidated Statements of Income are translated at the weighted average rates for the year, which approximate actual exchange rates with the foreign exchange impact recorded to the Consolidated Statements of Income. Goodwill and other fair value adjustments arising on acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at rates of exchange prevailing at the balance sheet date.

v3.25.4

FAIR VALUE OF ASSETS AND LIABILITIES (Tables)
12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value by Balance Sheet Grouping
The fair value of financial instruments are presented in the below summary table. The fair value of financial instruments held by CIP is presented in Note 18, "Consolidated Investment Products."
(in millions) December 31, 2025 December 31, 2024
Cash and cash equivalents $ 1,037.5 $ 986.5
Equity investments 414.4 371.2
Total return swap related to deferred compensation plans 7.8 (9.4)

Tri-Level Hierarchy, Carrying Value
The following table presents, for each of the hierarchy levels described above, the carrying value of the company's assets and liabilities, including by major security type for equity investments, which are measured at fair value on the company's Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively:

December 31, 2025
(in millions) Fair Value Measurements Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
Assets:
Cash equivalents:
Money market funds (1)
$ 477.9 $ 477.9 $ — $ —
Investments: (2)

Equity investments:

Seed capital 286.2 139.8 146.4 —
Investments related to deferred compensation plans
128.2 128.2 — —
Total return swap related to deferred compensation plans 7.8 — 7.8 —
Total $ 900.1 $ 745.9 $ 154.2 $ —

December 31, 2024
(in millions) Fair Value Measurements Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
Assets:
Cash equivalents:
Money market funds (1)
$ 479.3 $ 479.3 $ — $ —
Investments: (2)
Equity investments:
Seed capital 151.6 151.6 — —
Investments related to deferred compensation plans
219.6 219.6 — —
Total $ 850.5 $ 850.5 $ — $ —
Liabilities:
Total return swap related to deferred compensation plans $ (9.4) $ — $ (9.4) $ —
Contingent consideration liability
(1.3) — — (1.3)
Total $ (10.7) $ — $ (9.4) $ (1.3)
____________
(1)The balance primarily represents cash held in affiliated money market funds.
(2)Equity method and other investments of $937.1 million and $29.6 million, respectively, as of December 31, 2025 (December 31, 2024: $854.5 million and $14.3 million, respectively) are also excluded from this table. These investments are not measured at fair value, in accordance with applicable accounting standards.

v3.25.4

INVESTMENTS (Tables)
12 Months Ended

Dec. 31, 2025

Investments [Abstract]

Marketable Securities
The disclosures below include details of the company's investments. Investments held by CIP are detailed in Note 18, "Consolidated Investment Products."

(in millions) December 31, 2025 December 31, 2024
Equity investments:
Seed capital $ 286.2 $ 151.6
Investments related to deferred compensation plans 128.2 219.6
Equity method investments 937.1 854.5
Other 29.6 14.3
Total investments (1)
$ 1,381.1 $ 1,240.0
____________
(1) The majority of the company’s investment balances relate to balances held in affiliated funds and equity method investees.

v3.25.4

PROPERTY, EQUIPMENT AND SOFTWARE (Tables)
12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment
The following is a summary of property, equipment and software:
(in millions) December 31, 2025 December 31, 2024
Technology and Other Equipment $ 218.9 $ 240.3
Software 703.3 778.5
Land and Buildings 91.9 85.2
Leasehold Improvements 244.8 267.3
Work in Process 30.0 62.4
Property, Equipment and Software, Gross 1,288.9 1,433.7
Less: Accumulated Depreciation (906.0) (945.9)
Less: Accumulated Impairment (4.0) (8.8)
Property, Equipment and Software, Net $ 378.9 $ 479.0

v3.25.4

INTANGIBLE ASSETS (Tables)
12 Months Ended

Dec. 31, 2025

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Finite-Lived Intangible Assets by Major Class
The following table presents the major classes of the company's intangible assets at December 31, 2025 and 2024:
(in millions) Gross Book Value Accumulated Amortization and Impairment Net Book Value
December 31, 2025
Management contracts - indefinite-lived $ 6,919.8 $ (3,043.8) $ 3,876.0
Management contracts - finite-lived 318.4 (286.2) 32.2
Other 67.3 (48.2) 19.1
Total $ 7,305.5 $ (3,378.2) $ 3,927.3
December 31, 2024
Management contracts - indefinite-lived $ 6,900.6 $ (1,248.9) $ 5,651.7
Management contracts - finite-lived 317.7 (253.2) 64.5
Other 195.7 (162.6) 33.1
Total $ 7,414.0 $ (1,664.7) $ 5,749.3

v3.25.4

GOODWILL (Tables)
12 Months Ended

Dec. 31, 2025

Goodwill [Abstract]

Schedule of Goodwill
The table below details changes in the goodwill balance:
(in millions) Net Book Value
January 1, 2025 $ 8,318.1
Foreign exchange 222.6
Sale of business (63.6)
December 31, 2025 $ 8,477.1
January 1, 2024 $ 8,691.5
Foreign exchange (189.2)
Transfer to held for sale (1)
(184.2)
December 31, 2024 $ 8,318.1
_________
(1) Included in Other assets on the Consolidated Balance Sheet. See Note 1, “Accounting Policies,” for additional information.

v3.25.4

OTHER LIABILITIES (Tables)
12 Months Ended

Dec. 31, 2025

Other Liabilities Disclosure [Abstract]

Schedule of Other Liabilities
The table below details the components of other liabilities:
(in millions) December 31, 2025 December 31, 2024
Compensation and benefits $ 93.5 $ 74.2
Accrued bonus and deferred compensation 997.7 955.0
Accrued compensation and benefits $ 1,091.2 $ 1,029.2
Accruals and other liabilities $ 665.5 $ 584.4
Lease liability (See Note 13)
406.7 454.9
Accounts payable 20.4 30.6
Unsettled funds payable 111.0 69.4
Income taxes payable 100.1 146.0
Accounts payable and accrued expenses $ 1,303.7 $ 1,285.3

v3.25.4

DEBT (Tables)
12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments
The disclosures below include details of the company's debt. Debt of CIP is detailed in Note 18, “Consolidated Investment Products.”
December 31, 2025 December 31, 2024
(in millions)
Carrying Value (4)
Fair Value
Carrying Value (4)
Fair Value
$2.5 billion Revolving Credit Agreement expiring May 16, 2030 (1)
$ 437.7 $ 437.7 $ — $ —
Unsecured senior notes (2):
$500.0 million 3.750% - due January 15, 2026
499.9 499.5 499.3 494.5
$400.0 million 5.375% - due November 30, 2043
391.6 385.8 391.3 391.7
Term Loan Agreement: (3)
$500.0 million - due May 16, 2030
495.9 497.2 — —
Debt $ 1,825.1 $ 1,820.2 $ 890.6 $ 886.2
____________
(1)On May 16, 2025, Invesco Ltd. and its indirect subsidiary, Invesco Finance PLC, amended and restated the $2.0 billion floating rate Revolving Credit Agreement, increasing the agreement’s borrowing capacity to $2.5 billion and extending the expiration date from April 26, 2028 to May 16, 2030.
(2)The company's senior note indentures contain certain restrictions on mergers or consolidations. Beyond these items, there are no other restrictive covenants in the indentures.
(3)On May 16, 2025, Invesco Ltd. and its indirect subsidiary, Invesco Finance, Inc., entered into two $500.0 million Term Loan Agreements expiring on May 16, 2028 and 2030, respectively. The three-year Term Loan Agreement due on May 16, 2028 was repaid in full as of October 31, 2025.
(4)The difference between the principal amounts and the carrying values of the debt in the table above reflects the unamortized debt issuance costs and discounts.

v3.25.4

SHARE CAPITAL (Tables)
12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Movements in Shares Issued and Outstanding The number of preferred shares issued and outstanding is represented in the table below:
in millions December 31, 2025 December 31, 2024
Preferred shares issued 4.0 4.0
Less: Preferred shares repurchased (1)
(1.5) —
Preferred shares outstanding (2)
2.5 4.0
__________
(1) In 2025, Invesco repurchased $1.5 billion of the outstanding Series A Preferred Stock held by MassMutual at a premium of $240.0 million for $1.74 billion.
(2) Substantially all the outstanding preferred shares are held by MassMutual.

The number of common shares and common share equivalents issued are represented in the table below:

in millions December 31, 2025 December 31, 2024 December 31, 2023
Common shares issued 566.1 566.1 566.1
Less: Treasury shares for which dividend and voting rights do not apply
(122.1) (118.1) (116.6)
Common shares outstanding 444.0 448.0 449.5

Movements in Treasury Shares
Movements in Treasury Shares comprise:
in millions 2025 2024 2023
Beginning balance on January 1 123.0 124.7 119.5
Acquisition of common shares 6.7 4.9 11.5
Distribution of common shares (3.9) (6.2) (6.0)
Common shares distributed to meet ESPP obligation (0.3) (0.4) (0.3)
Ending balance on December 31 125.5 123.0 124.7

v3.25.4

OTHER COMPREHENSIVE INCOME/(LOSS) (Tables)
12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Accumulated Other Comprehensive Income/(Loss)
The components of accumulated other comprehensive income/(loss) were as follows:
2025
(in millions) Foreign currency translation Employee benefit plans Total
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries $ 311.2 $ — $ 311.2
Other comprehensive income/(loss), net
— 2.0 2.0
Other comprehensive income/(loss), net of tax 311.2 2.0 313.2
Beginning balance on January 1 (904.4) (131.7) (1,036.1)
Other comprehensive income/(loss), net of tax 311.2 2.0 313.2
Ending balance on December 31 $ (593.2) $ (129.7) $ (722.9)

2024
(in millions) Foreign currency translation Employee benefit plans Total
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries $ (234.3) $ — $ (234.3)
Other comprehensive income/(loss), net
— — —
Other comprehensive income/(loss), net of tax (234.3) — (234.3)
Beginning balance on January 1 (670.1) (131.7) (801.8)
Other comprehensive income/(loss), net of tax (234.3) — (234.3)
Ending balance on December 31 $ (904.4) $ (131.7) $ (1,036.1)

2023
(in millions) Foreign currency translation Employee benefit plans Total
Other comprehensive income/(loss) net of tax:
Currency translation differences on investments in foreign subsidiaries $ 144.9 $ — $ 144.9
Other comprehensive income/(loss), net
— (4.3) (4.3)
Other comprehensive income/(loss), net of tax 144.9 (4.3) 140.6
Beginning balance on January 1 (815.0) (127.4) (942.4)
Other comprehensive income/(loss), net of tax 144.9 (4.3) 140.6
Ending balance on December 31 $ (670.1) $ (131.7) $ (801.8)

v3.25.4

COMMON SHARE-BASED COMPENSATION (Tables)
12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Movements of Share Awards
Movements on employee common share awards during the years ended December 31, 2025, 2024 and 2023 are detailed below:
2025 2024 2023
(in millions of common shares, except fair values) Time-Vested Performance-Vested Weighted Average Grant Date Fair Value Time-Vested Performance-Vested Time-Vested Performance-Vested
Unvested at the beginning of year
9.8 1.4 $ 17.17 10.4 1.6 10.3 2.1
Granted 4.6 1.0 17.95 5.0 0.9 5.7 0.3
Forfeited/Canceled due to performance measures (0.8) (0.3) 18.10 (0.5) (0.1) (0.3) (0.2)
Vested and distributed
(3.7) (0.1) 18.22 (5.1) (1.0) (5.3) (0.6)
Unvested at the end of the year
9.9 2.0 $ 17.12 9.8 1.4 10.4 1.6

v3.25.4

RETIREMENT BENEFIT PLANS (Tables)
12 Months Ended

Dec. 31, 2025

Retirement Benefits, Description [Abstract]

Schedule of defined benefit plan obligations and assets
The amounts included in the Consolidated Balance Sheets arising from the company's obligations and plan assets in respect of its defined benefit retirement plans were as follows:
(in millions) 2025 2024
Benefit obligation $ (292.9) $ (285.7)
Fair value of plan assets 316.3 304.7
Funded status $ 23.4 $ 19.0
Amounts recognized in the Consolidated Balance Sheets:
Other assets $ 26.8 $ 21.9
Accrued compensation and benefits (3.4) (2.9)
Funded status $ 23.4 $ 19.0

Changes in defined benefit plan obligations
Changes in the benefit obligations were as follows:

(in millions) 2025 2024
January 1 $ 285.7 $ 325.8
Service cost 0.1 0.1
Interest cost 15.4 14.0
Actuarial (gains)/losses (8.5) (35.6)
Exchange difference 22.8 (6.9)
Benefits paid (12.9) (11.7)
Settlement (9.7) —
December 31 $ 292.9 $ 285.7

Schedule of assumptions used to determine defined benefit obligations The weighted average assumptions used to determine defined benefit obligations at December 31, 2025 and 2024 were as follows:
2025 2024
Discount rate 5.39 % 5.23 %
Expected rate of salary increases 2.69 % 2.90 %
Future pension trend rate increases 3.30 % 3.29 %

Changes in the fair value of plan assets
Changes in the fair value of plan assets in the current period were as follows:

Retirement Plans
(in millions) 2025 2024
January 1 $ 304.7 $ 350.1
Actual return on plan assets 8.0 (26.8)
Foreign currency changes 24.4 (7.1)
Contributions from the company 2.3 0.2
Benefits paid (12.9) (11.7)
Settlement and other (10.2) —
December 31 $ 316.3 $ 304.7

Breakdown of amount recognized in accumulated other comprehensive income
The components of the amount recognized in accumulated other comprehensive income at December 31, 2025 and 2024 were as follows:
Retirement Plans
(in millions) 2025 2024
Prior service cost/(credit) $ 5.5 $ 5.3
Net actuarial loss/(gain) 153.8 157.1
Total $ 159.3 $ 162.4

Schedule of amounts recognized in other comprehensive income (loss), expected to be amortized
The amounts in accumulated other comprehensive income expected to be amortized into the Consolidated Income Statement during the year ending December 31, 2026 are as follows:

(in millions) Retirement Plans
Prior service cost/(credit) $ 0.3
Net actuarial loss/(gain) 5.2
Total $ 5.5

Schedule of benefit obligations in excess of plan assets
The total accumulated and projected benefit obligation and fair value of plan assets for plans with accumulated and projected benefit obligations in excess of plan assets were as follows:
Retirement Plans
(in millions) 2025 2024
Plans with accumulated and projected benefit obligation in excess of plan assets:
Accumulated and projected benefit obligation $ 5.1 $ 4.3
Fair value of plan assets $ 1.6 $ 1.4

Schedule of defined benefit plans
The components of net periodic benefit cost in respect of these defined benefit plans were as follows:

Retirement Plans
(in millions) 2025 2024 2023
Service cost $ 0.1 $ 0.1 $ 0.2
Interest cost 15.4 14.0 14.0
Expected return on plan assets (15.8) (14.2) (14.7)
Amortization of prior service cost/(credit) 0.2 0.2 0.5
Amortization of net actuarial (gain)/loss 5.3 4.8 3.8
Settlement (2.1) — —
Net periodic benefit cost/(credit) $ 3.1 $ 4.9 $ 3.8

Schedule of assumptions used to determine net periodic benefit cost
The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, 2025, 2024 and 2023 were:
Retirement Plans
2025 2024 2023
Discount rate 5.23 % 4.37 % 4.55 %
Expected return on plan assets 5.25 % 5.02 % 4.13 %
Expected rate of salary increases 2.90 % 2.87 % 2.97 %
Future pension rate increases 3.29 % 3.28 % 3.35 %

Analysis of plan assets
The analysis of the plan assets as of December 31, 2025 was as follows:

(in millions) 2025 % of Plan Assets
Cash and cash equivalents $ 14.0 4.4 %
Fund investments 109.4 34.6 %
Equity securities 17.6 5.6 %
Government debt securities 11.3 3.6 %
Guaranteed investments contracts 87.4 27.6 %
Other investments 76.6 24.2 %
Total $ 316.3 100.0 %

The analysis of the plan assets as of December 31, 2024 was as follows:

(in millions) 2024 % of Plan Assets
Cash and cash equivalents $ 13.8 4.5 %
Fund investments 92.7 30.4 %
Equity securities 17.9 5.9 %
Government debt securities 13.3 4.4 %
Guaranteed investments contracts 85.5 28.1 %
Other investments 81.5 26.7 %
Total $ 304.7 100.0 %

Schedule of benefits expected to be paid in next five fiscal years and the five fiscal years thereafter
The benefits expected to be paid in each of the next five fiscal years and in the five fiscal years thereafter are as follows:

(in millions)
Expected benefit payments:
2026 $ 14.1
2027 $ 15.0
2028 $ 15.9
2029 $ 15.9
2030 $ 17.8
Thereafter in the succeeding five years $ 93.8

v3.25.4

OPERATING LEASES (Tables)
12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Components of Lease Expense and Supplemental Cash Flow Information
The components of lease expense for the years ended December 31, 2025, 2024 and 2023 were as follows:
(in millions) 2025 2024 2023
Operating lease cost $ 67.2 $ 73.7 $ 75.4
Variable lease cost 23.6 27.9 25.9
Less: sublease income (1.2) (1.9) (2.3)
Total lease expense $ 89.6 $ 99.7 $ 99.0
Supplemental cash flow information related to leases for the years ended December 31, 2025 and 2024 was as follows:

(in millions) 2025 2024
Cash outflows from operating leases included in the measurement of lease liabilities $ 72.1 $ 75.0
Right-of-use assets obtained in exchange for new operating lease liabilities $ 11.1 $ 57.2

Maturities of Lease Liabilities
As of December 31, 2025, the maturities of the company’s lease liabilities (primarily related to real estate leases) were as follows:

(in millions)
2026 $ 66.6
2027 61.1
2028 53.1
2029 41.7
2030 42.1
Thereafter 235.3
Total lease payments 499.9
Less: interest (93.2)
Present value of lease liabilities $ 406.7

v3.25.4

TAXATION (Tables)
12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Summary of (Provision) Benefit for Income Taxes
The components of the company's income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 were as follows:
(in millions) 2025 2024 2023
Current:
Federal $ 152.5 $ 201.2 $ 164.0
State (44.2) 51.3 42.7
Foreign 72.4 38.5 32.8
180.7 291.0 239.5
Deferred:
Federal $ (292.0) $ (19.3) $ (235.3)
State (101.7) (2.0) (44.1)
Foreign 8.4 (16.8) (29.8)
(385.3) (38.1) (309.2)
Total income tax expense (benefit) $ (204.6) $ 252.9 $ (69.7)

Reconciliation Between Statutory and Effective Tax Rates on Income from Operations
A reconciliation between the income tax provision at the statutory U.S. federal income tax rate and the income tax provision at the effective tax rate per the Consolidated Statements of Income for the year ended December 31, 2025, after the adoption of ASU 2023-09, is as follows:

(in millions) 2025
Income tax provision at the U.S federal statutory income tax rate (1)
$ (79.7) 21.0 %
State taxes, net of federal tax effect (2)
(76.4) 20.1 %
Foreign tax effects:
United Kingdom:
(Income)/loss attributable to equity method investments in corporate joint ventures (19.8) 5.2 %
Other 3.6 (1.0) %
Other foreign jurisdictions 33.2 (8.8) %
Worldwide changes in UTBs, including interest and penalties (38.9) 10.3 %
Nontaxable or nondeductible items 5.2 (1.4) %
(Income)/loss attributable to noncontrolling interests in consolidated entities (22.2) 5.9 %
Other adjustments (9.6) 2.6 %
Income tax provision at the effective tax rate per Consolidated Statements of Income $ (204.6) 53.9 %
__________
(1)    Since the revenues, net income and associated tax provision in the U.S. is significantly greater than any other single taxing jurisdiction within the worldwide group, the above reconciliation is presented on the basis of the U.S. statutory federal income tax rate of 21% as opposed to the Bermuda 2025 statutory income tax rate of 15%. For years prior to 2025, the statutory income tax rate in Bermuda was zero.
(2)    State taxes in Illinois made up the majority (greater than 50%) of the tax effect in this category.
A reconciliation between the statutory U.S. federal income tax rate and the effective tax rate per the Consolidated Statements of Income for the years ended December 31, 2024 and December 31, 2023, prior to the adoption of ASU 2023-09, is as follows:

2024
2023(1)
U.S. federal statutory income tax rate 21.0 % 21.0 %
State taxes, net of federal tax effect 3.9 % 3.2 %
Foreign tax rate differential (2.8) % 11.1 %
Income/(loss) attributable to noncontrolling interests in consolidated entities 0.5 % (6.3) %
Income/(loss) attributable to equity method investments in corporate joint ventures (1.3) % 7.4 %
Valuation allowance 1.2 % (2.9) %
Nondeductible regulatory settlements 1.1 % — %
Nondeductible executive compensation — % (4.6) %
Nontaxable gain — % 3.9 %
Other 1.6 % (3.5) %
Effective tax rate per the Consolidated Statements of Income 25.2 % 29.3 %
__________
(1)    Certain signs within the table in the year ended December 31, 2023 are the opposite compared to the year ended December 31, 2024 as a result of applying each line’s total income tax benefit or expense to the loss before income taxes.

Division of Income/(Losses) Before Taxes Between U.S. and Foreign
The components of income/(loss) before taxes for the years ended December 31, 2025, 2024 and 2023 were as follows:

(in millions) 2025 2024 2023
Domestic $ (714.0) $ 850.6 $ (469.2)
Foreign 334.6 154.7 231.3
Income/(loss) before income taxes $ (379.4) $ 1,005.3 $ (237.9)

Schedule of Deferred Tax Recognized on Balance Sheet
The components of the deferred tax assets and liabilities reflected in the Consolidated Balance Sheets at December 31, 2025 and 2024 included the following:
(in millions) 2025 2024
Deferred tax assets:
Compensation and benefits $ 108.5 $ 118.3
Lease obligations 75.0 85.5
Net operating loss carryforwards 154.3 165.0
Fixed assets 7.1 24.9
Accrued liabilities 28.2 38.0
Other 1.8 4.7
Total deferred tax assets 374.9 436.4
Valuation allowance (96.1) (99.2)
Deferred tax assets, net of valuation allowance 278.8 337.2
Deferred tax liabilities:
Goodwill and intangibles (1,081.3) (1,522.1)
Leased assets (51.7) (60.0)
Other (38.7) (27.3)
Total deferred tax liabilities (1,171.7) (1,609.4)
Net deferred tax liability $ (892.9) $ (1,272.2)

Reconciliation of Changes in Unrecognized Tax Benefits
A reconciliation of the gross UTBs for the years ended December 31, 2025, 2024 and 2023 is as follows:
(in millions) 2025 2024 2023
Balance at January 1 $ 99.3 $ 91.3 $ 100.2
Additions for tax positions related to the current year 2.9 11.7 9.6
Additions for tax positions related to prior years 2.7 1.3 1.3
Reductions for tax positions related to prior years (40.9) (0.6) (7.7)
Reductions related to lapse of statute of limitations (9.0) (4.4) (1.8)
Reductions related to settlements (0.3) — (10.3)
Balance at December 31 $ 54.7 $ 99.3 $ 91.3

Schedule of Cash Flow, Supplemental Disclosures
The components of the Company’s income taxes paid (net of refunds received) by jurisdiction, as reflected in the Consolidated Statements of Cash Flows for the year ended December 31, 2025, were as follows:

(in millions) 2025
Federal $ 164.5
State:
Illinois (15.8)
Other 32.1
Foreign:
Japan 12.1
Other 45.8
Total income taxes paid (net of refunds) $ 238.7

v3.25.4

EARNINGS PER COMMON SHARE (Tables)
12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Calculation of Earnings Per Common Share
The calculation of EPS for the years ended December 31, 2025, 2024 and 2023 is as follows:
(In millions, except per share data) 2025 2024 2023
Net income/(loss) attributable to Invesco Ltd. $ (726.3) $ 538.0 $ (333.7)
Invesco Ltd:
Weighted average common shares outstanding - basic 452.6 457.0 454.8
Dilutive effect of non-participating common share-based awards 2.4 0.7 1.4
Weighted average common shares outstanding - diluted 455.0 457.7 456.2
Earnings per common share:
- basic $ (1.60) $ 1.18 $ (0.73)
- diluted $ (1.60) $ 1.18 $ (0.73)

v3.25.4

SEGMENT AND GEOGRAPHIC INFORMATION (Tables)
12 Months Ended

Dec. 31, 2025

Segments, Geographical Areas [Abstract]

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas
(in millions) Americas APAC EMEA Total
For the year ended December 31, 2025
Total operating revenues (1)
$ 4,766.1 $ 295.3 $ 1,315.7 $ 6,377.1
Long-lived assets (2)
$ 245.7 $ 24.8 $ 108.4 $ 378.9
For the year ended December 31, 2024
Total operating revenues (1)
$ 4,653.1 $ 270.9 $ 1,143.0 $ 6,067.0
Long-lived assets (2)
$ 312.8 $ 33.7 $ 132.5 $ 479.0
For the year ended December 31, 2023
Total operating revenues (1)
$ 4,380.3 $ 263.8 $ 1,072.3 $ 5,716.4
Long-lived assets (2)
$ 416.0 $ 40.0 $ 143.5 $ 599.5
__________
(1) Operating revenues reflect the geographical regions from which services are provided.
(2) Long-lived assets include property, equipment and software.

v3.25.4

CONSOLIDATED INVESTMENT PRODUCTS (Tables)
12 Months Ended

Dec. 31, 2025

Consolidated Investment Products [Abstract]

Schedule of Variable Interest Entities The following table presents the assets and liabilities balances related to CIP that are included on the Consolidated Balance Sheets as well as the company’s net investment in and net receivables due from CIP.
(in millions) December 31, 2025 December 31, 2024
ASSETS
Cash and cash equivalents of CIP $ 942.3 $ 509.5
Accounts receivable and other assets of CIP 266.1 372.3
Investments of CIP 8,941.4 7,492.7
Investments and other assets of CIP $ 10,149.8 $ 8,374.5
LIABILITIES
Debt of CIP 7,552.7 6,200.9
Other liabilities of CIP 1,414.9 652.2
Debt and other liabilities of CIP 8,967.6 6,853.1
EQUITY
Equity attributable to redeemable noncontrolling interests 75.4 544.7
Invesco's net investment in and net receivables due from CIP 408.3 412.5
Equity attributable to nonredeemable noncontrolling interests 698.5 564.2
Total liabilities and equity $ 10,149.8 $ 8,374.5

The following table reflects the impact of consolidation of investment products into the Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023.

(in millions) 2025 2024 2023
Operating income/(loss) $ (84.6) $ (60.2) $ (84.8)
Other income/(expense) 191.5 37.8 13.5
Net (income)/loss attributable to noncontrolling interests in consolidated entities (106.9) 22.4 71.3
Net income/(loss) attributable to Invesco Ltd.
$ — $ — $ —
The following tables present the fair value hierarchy levels of Investments of CIP which are measured at fair value as of December 31, 2025 and December 31, 2024:
December 31, 2025
(in millions) Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs
(Level 3)
Investments Measured at NAV as a practical expedient(2)
Assets:
Bank loans(1)
$ 7,635.2 $ — $ 7,309.7 $ 325.5 $ —
Bonds 674.2 11.8 640.5 21.9 —
Equity securities 172.1 50.8 1.3 120.0 —
Equity and fixed income mutual funds 17.8 5.4 12.4 — —
Investments in other private equity funds 438.0 — — — 438.0
Real estate investments 4.1 — — — 4.1
Total assets at fair value $ 8,941.4 $ 68.0 $ 7,963.9 $ 467.4 $ 442.1

December 31, 2024
(in millions) Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs
(Level 3)
Investments Measured at NAV as a Practical expedient(2)
Assets:
Bank loans(1)
$ 5,793.0 $ — $ 5,494.5 $ 298.5 $ —
Bonds 605.5 17.2 588.3 — —
Equity securities 144.5 37.2 22.7 84.6 —
Equity and fixed income mutual funds 96.5 3.2 93.3 — —
Investments in other private equity funds 414.6 — — — 414.6
Real estate investments 438.6 — — — 438.6
Total assets at fair value $ 7,492.7 $ 57.6 $ 6,198.8 $ 383.1 $ 853.2
_________
(1) Bank loan investments, which comprise the majority of the consolidated CLOs' portfolio collateral, are senior secured corporate loans from a variety of industries. Bank loan investments mature at various dates between 2026 and 2033, pay interest at the applicable reference rate plus a spread of up to 12.00%, and typically range in S&P credit rating categories from BBB down to unrated. Notes issued by the consolidated CLOs mature at various dates between 2030 and 2039 and have a weighted average maturity of nine years. The notes are issued in various tranches with different risk profiles. The interest rates are generally variable rates based on the applicable reference rate plus a pre-defined spread, which varies from 0.65% for the more senior tranches to 8.77% for the more subordinated tranches. The investors of the notes are not affiliated with the company and have no recourse to the general credit of the company. The company elected the fair value option for collateral assets held and notes issued by its consolidated CLOs, see Note 1 "Accounting Policies," for details. At December 31, 2025, the unpaid principal balance exceeds the fair value of the senior secured bank loans and bonds by approximately $544.7 million (December 31, 2024: the unpaid principal balance exceeded the fair value of the senior secured bank loans and bonds by approximately $303.9 million). Approximately 1.22% of the collateral assets are in default as of December 31, 2025 (December 31, 2024: approximately 0.37% of the collateral assets were in default).
(2) The table below summarizes as of December 31, 2025 and December 31, 2024, the nature of investments that are valued using the NAV as a practical expedient. Private equity funds are not subject to redemption; however, for certain funds, investors may sell or transfer their interest. Real estate funds are generally subject to a redemption notice period that requires at least 45 days, and the frequency of redemptions is either quarterly or best efforts.
December 31, 2025 December 31, 2024
(in millions, except term data) Fair Value Total Unfunded Commitments Weighted Average Remaining Term Fair Value Total Unfunded Commitments Weighted Average Remaining Term
Private equity funds $438.0 $23.7 4.5 years $414.6 $32.5 5.2 years
Real estate investments $4.1 N/A N/A $438.6 $13.7 N/A
The following table shows a reconciliation of the beginning and ending fair value measurements for level 3 assets using significant unobservable inputs as of December 31, 2025 and December 31, 2024:
2025 2024
(in millions) Level 3 Assets Level 3 Assets
Beginning Balance as of January 1 $ 383.1 $ 825.8
CIP Purchases 444.5 392.5
CIP Sales (295.8) (134.7)
Deconsolidation/Consolidation of CIP 54.5 (724.9)
Gains and losses included in the Consolidated Statements of Income (16.7) (18.5)
Transfers from Level 3 into Levels 1 or 2 (401.6) (169.5)
Transfers into Level 3 from Levels 1 or 2 297.2 214.5
Foreign exchange 2.2 (2.1)
Ending Balance as of December 31 $ 467.4 $ 383.1

v3.25.4

FAIR VALUE OF ASSETS AND LIABILITIES - Fair Value of Financial Instruments Held by Consolidated Investments (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Cash and cash equivalents $ 1,037.5 $ 986.5 $ 1,469.2

Equity investments 414.4 371.2

Total return swap related to deferred compensation plans $ 7.8

Total return swap related to deferred compensation plans $ (9.4)

v3.25.4

FAIR VALUE OF ASSETS AND LIABILITIES - Narrative (Details)
$ in Millions
12 Months Ended

Dec. 31, 2025

USD ($)

Dec. 31, 2024

USD ($)

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Derivative asset $ 7.8

Derivative liability $ 9.4

Growth rate

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Measurement input 0.020

Discount Rate

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Measurement input 0.130

Minimum | Revenue Projection

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Measurement input 0.03

Maximum | Revenue Projection

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Measurement input 0.09

Total Return Swap | Designated as Hedging Instrument

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Derivative, notional amount $ 553.0 421.2

Derivative asset 7.8

Derivative liability 9.4

Derivative gain (loss) , net $ 59.2 $ 23.8

v3.25.4

INVESTMENTS - Details of Company Investments, Current (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Schedule of Investments [Line Items]

Equity investments: $ 414.4 $ 371.2

Equity method investments 937.1 854.5

Other 29.6 14.3

Total investments 1,381.1 1,240.0

Seed capital

Schedule of Investments [Line Items]

Equity investments: 286.2 151.6

Investments related to deferred compensation plans

Schedule of Investments [Line Items]

Equity investments: $ 128.2 $ 219.6

v3.25.4

INVESTMENTS - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Investments [Abstract]

Net gain (loss) recorded resulting from equity method investments and total return swaps $ 55.3 $ 44.2

Net gain (loss) related to trading investments still held $ (6.6) $ 20.5

v3.25.4

PROPERTY, EQUIPMENT AND SOFTWARE - Summary of Property, Plant, and Software (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Property, Plant and Equipment [Line Items]

Property, Equipment and Software, Gross $ 1,288.9 $ 1,433.7

Less: Accumulated Depreciation (906.0) (945.9)

Less: Accumulated Impairment (4.0) (8.8)

Property, Equipment and Software, Net 378.9 479.0

Depreciation 118.5 134.8 $ 132.9

Technology and Other Equipment

Property, Plant and Equipment [Line Items]

Property, Equipment and Software, Gross 218.9 240.3

Software

Property, Plant and Equipment [Line Items]

Property, Equipment and Software, Gross 703.3 778.5

Land and Buildings

Property, Plant and Equipment [Line Items]

Property, Equipment and Software, Gross 91.9 85.2

Leasehold Improvements

Property, Plant and Equipment [Line Items]

Property, Equipment and Software, Gross 244.8 267.3

Work in Process

Property, Plant and Equipment [Line Items]

Property, Equipment and Software, Gross $ 30.0 $ 62.4

v3.25.4

INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets by Major Class (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Finite-Lived Intangible Assets [Line Items]

Intangible Assets, Gross (Excluding Goodwill) $ 7,305.5 $ 7,414.0

Intangible Assets, Accumulated Amortization And Impairment (Excluding Goodwill) (3,378.2) (1,664.7)

Net Book Value 3,927.3 5,749.3

Management contracts

Finite-Lived Intangible Assets [Line Items]

Gross Book Value 318.4 317.7

Accumulated Amortization and Impairment (286.2) (253.2)

Net Book Value 32.2 64.5

Other

Finite-Lived Intangible Assets [Line Items]

Gross Book Value 67.3 195.7

Accumulated Amortization and Impairment (48.2) (162.6)

Net Book Value 19.1 33.1

Management contracts

Finite-Lived Intangible Assets [Line Items]

Gross Book Value 6,919.8 6,900.6

Accumulated Amortization and Impairment (3,043.8) (1,248.9)

Net Book Value $ 3,876.0 $ 5,651.7

v3.25.4

INTANGIBLE ASSETS - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Finite-Lived Intangible Assets [Line Items]

Amortization expense $ 37.5 $ 44.8 $ 49.9

Impairment of intangible assets 1,794.9 $ 0.0 $ 1,248.9

Amortization next fiscal year 32.2

Customer Contracts

Finite-Lived Intangible Assets [Line Items]

Impairment of intangible assets $ 1,794.9

v3.25.4

GOODWILL (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Goodwill [Roll Forward]

Beginning balance $ 8,318.1 $ 8,691.5

Foreign exchange 222.6 (189.2)

Sale of business (63.6)

Transfer to held for sale (184.2)

Ending balance $ 8,477.1 $ 8,318.1

v3.25.4

OTHER LIABILITIES (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Other Liabilities Disclosure [Abstract]

Compensation and benefits $ 93.5 $ 74.2

Accrued bonus and deferred compensation 997.7 955.0

Accrued compensation and benefits 1,091.2 1,029.2

Accruals and other liabilities 665.5 584.4

Lease liability (See Note 13) 406.7 454.9

Accounts payable 20.4 30.6

Unsettled funds payable 111.0 69.4

Income taxes payable $ 100.1 $ 146.0

Operating Lease, Liability, Statement of Financial Position [Extensible List] Accounts payable and accrued expenses Accounts payable and accrued expenses

Accounts payable and accrued expenses $ 1,303.7 $ 1,285.3

v3.25.4

SHARE CAPITAL - Narrative (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Derivative [Line Items]

Preferred stock par value (in usd per share) $ 0.20 $ 0.20

Preferred stock liquidation preference per share (in usd per share) $ 1,000 $ 1,000

Shares acquired (shares) 5.4 2.9

Shares acquired $ 100.4 $ 49.6

Shares withheld to meet employees' tax withholding obligations (in shares) 1.3 2.0

Fair values of shares withheld $ 23.6 $ 29.7

Share repurchase plan, remaining authorized amount $ 232.2 $ 332.6

Treasury stock (in shares) 125.5 123.0

Treasury shares held, as unvested restricted stock awards (in shares) 3.4 4.9

Common shares market price (in USD per share) $ 26.27

Treasury shares market value $ 3,300.0

Repurchase of preferred shares (1,740.0) $ 0.0 $ 0.0

Series A Preferred Stock

Derivative [Line Items]

Premium 240.0

Series A Preferred Stock | MassMutual

Derivative [Line Items]

Preferred stock outstanding $ 1,500.0

OppenheimerFunds

Derivative [Line Items]

Preferred stock par value (in usd per share) $ 0.20

Preferred stock liquidation preference per share (in usd per share) $ 1,000

Fixed rate on preferred stock (percent) 5.90%

v3.25.4

SHARE CAPITAL - Movements in Shares Issued and Outstanding (Details) - USD ($)
shares in Millions, $ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Class of Stock [Line Items]

Preferred shares issued (in shares) 4.0 4.0

Less: preferred shares repurchased (in shares) (1.5) 0.0

Preferred stock outstanding (in shares) 2.5 4.0

Repurchased amount $ 123.9 $ 79.3 $ 187.5

Repurchase of preferred shares $ (1,740.0) $ 0.0 $ 0.0

Common shares issued (in shares) 566.1 566.1 566.1

Less: Treasury shares for which dividend and voting rights do not apply (in shares) (122.1) (118.1) (116.6)

Common stock shares outstanding (in shares) 444.0 448.0 449.5

Series A Preferred Stock

Class of Stock [Line Items]

Premium $ 240.0

Series A Preferred Stock | MassMutual

Class of Stock [Line Items]

Preferred stock outstanding $ 1,500.0

v3.25.4

SHARE CAPITAL - Movements in Treasury Shares (Details) - shares
shares in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Movement in Treasury Shares [Roll Forward]

Beginning balance (in shares) 123.0 124.7 119.5

Acquisition of common shares (in shares) 6.7 4.9 11.5

Distribution of common shares (in shares) (3.9) (6.2) (6.0)

Common shares distributed to meet ESPP obligation (in shares) (0.3) (0.4) (0.3)

Ending balance (in shares) 125.5 123.0 124.7

v3.25.4

RETIREMENT BENEFIT PLANS - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Retirement Benefits, Description [Abstract]

Defined benefit plan, cost recognized $ 91.2 $ 75.4 $ 73.9

Accrued contributions 28.0 $ 13.0

Estimated amounts of contributions expected to be paid to the plans in next fiscal year $ 0.2

v3.25.4

RETIREMENT BENEFIT PLANS - Schedule of Defined Benefit Plan Obligations and Assets (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Retirement Benefits, Description [Abstract]

Benefit obligation $ (292.9) $ (285.7) $ (325.8)

Fair value of plan assets 316.3 304.7 $ 350.1

Funded status 23.4 19.0

Amounts recognized in the Consolidated Balance Sheets:

Other assets 26.8 21.9

Accrued compensation and benefits $ (3.4) $ (2.9)

v3.25.4

RETIREMENT BENEFIT PLANS - Changes in Defined Benefit Plan Obligations (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]

Benefit obligation, beginning balance $ 285.7 $ 325.8

Service cost 0.1 0.1 $ 0.2

Interest cost $ 15.4 $ 14.0 14.0

Interest cost enumeration Interest cost Interest cost

Actuarial (gains)/losses $ (8.5) $ (35.6)

Exchange difference 22.8 (6.9)

Benefits paid (12.9) (11.7)

Settlement (9.7) 0.0

Benefit obligation, ending balance $ 292.9 $ 285.7 $ 325.8

v3.25.4

RETIREMENT BENEFIT PLANS - Schedule of Assumptions Used to Determine Defined Benefit Obligations (Details)
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Retirement Benefits, Description [Abstract]

Discount rate 5.39% 5.23%

Expected rate of salary increases 2.69% 2.90%

Future pension trend rate increases 3.30% 3.29%

v3.25.4

RETIREMENT BENEFIT PLANS - Changes in Fair Value of Plan Assets (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Defined Benefit Plan, Roll Forwards [Abstract]

Beginning balance $ 304.7 $ 350.1

Actual return on plan assets 8.0 (26.8)

Foreign currency changes 24.4 (7.1)

Contributions from the company 2.3 0.2

Benefits paid (12.9) (11.7)

Settlement and other (10.2) 0.0

Ending balance $ 316.3 $ 304.7

v3.25.4

RETIREMENT BENEFIT PLANS - Breakdown of Amount Recognized in Accumulated Other Comprehensive Income (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Retirement Benefits, Description [Abstract]

Prior service cost/(credit) $ 5.5 $ 5.3

Net actuarial loss/(gain) 153.8 157.1

Total $ 159.3 $ 162.4

v3.25.4

RETIREMENT BENEFIT PLANS - Breakdown of Amounts in Accumulated Other Comprehensive Income Expected to be Amortized into Net Periodic Benefit Cost (Details)
$ in Millions

Dec. 31, 2025

USD ($)

Retirement Benefits, Description [Abstract]

Prior service cost/(credit) $ 0.3

Net actuarial loss/(gain) 5.2

Total $ 5.5

v3.25.4

RETIREMENT BENEFIT PLANS - Schedule of Benefit Obligations in Excess of Plan Assets (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Retirement Benefits, Description [Abstract]

Accumulated and projected benefit obligation $ 5.1 $ 4.3

Fair value of plan assets $ 1.6 $ 1.4

v3.25.4

RETIREMENT BENEFIT PLANS - Components of Net Periodic Benefit Cost (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Retirement Benefits, Description [Abstract]

Service cost $ 0.1 $ 0.1 $ 0.2

Interest cost 15.4 14.0 14.0

Expected return on plan assets $ (15.8) $ (14.2) $ (14.7)

Expected return on plan assets enumeration Expected return on plan assets Expected return on plan assets Expected return on plan assets

Amortization of prior service cost/(credit) $ 0.2 $ 0.2 $ 0.5

Amortization of net actuarial (gain)/loss $ 5.3 $ 4.8 $ 3.8

Amortization of net actuarial (gain)/loss enumeration Amortization of net actuarial (gain)/loss Amortization of net actuarial (gain)/loss Amortization of net actuarial (gain)/loss

Settlement $ (2.1) $ 0.0 $ 0.0

Net periodic benefit cost/(credit) $ 3.1 $ 4.9 $ 3.8

DefinedBenefitPlanNetPeriodicBenefitCostCreditSettlementGainLossStatementOfIncomeOrComprehensiveIncomeExtensibleListNotDisclosedFlag Net periodic benefit cost/(credit) Net periodic benefit cost/(credit) Net periodic benefit cost/(credit)

v3.25.4

RETIREMENT BENEFIT PLANS - Schedule of Assumptions Used to Determine Net Periodic Benefit Cost (Details)
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Retirement Benefits, Description [Abstract]

Discount rate 5.23% 4.37% 4.55%

Expected return on plan assets 5.25% 5.02% 4.13%

Expected rate of salary increases 2.90% 2.87% 2.97%

Future pension rate increases 3.29% 3.28% 3.35%

v3.25.4

RETIREMENT BENEFIT PLANS - Analysis of Plan Assets (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Fair value of plan assets $ 316.3 $ 304.7 $ 350.1

Percentage of plan assets (percent) 100.00% 100.00%

Cash and cash equivalents

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Fair value of plan assets $ 14.0 $ 13.8

Percentage of plan assets (percent) 4.40% 4.50%

Fund investments

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Fair value of plan assets $ 109.4 $ 92.7

Percentage of plan assets (percent) 34.60% 30.40%

Equity securities

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Fair value of plan assets $ 17.6 $ 17.9

Percentage of plan assets (percent) 5.60% 5.90%

Government debt securities

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Fair value of plan assets $ 11.3 $ 13.3

Percentage of plan assets (percent) 3.60% 4.40%

Guaranteed investments contracts

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Fair value of plan assets $ 87.4 $ 85.5

Percentage of plan assets (percent) 27.60% 28.10%

Other Investments

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Fair value of plan assets $ 76.6 $ 81.5

Percentage of plan assets (percent) 24.20% 26.70%

v3.25.4

RETIREMENT BENEFIT PLANS - Schedule of Benefits Expected to be Paid in Next Five Fiscal Years and Thereafter (Details)
$ in Millions

Dec. 31, 2025

USD ($)

Expected benefit payments:

2026 $ 14.1

2027 15.0

2028 15.9

2029 15.9

2030 17.8

Thereafter in the succeeding five years $ 93.8

v3.25.4

OPERATING LEASES - Narrative (Details)
$ in Millions
12 Months Ended

Dec. 31, 2025

USD ($)

lease_renewal_option

Dec. 31, 2024

USD ($)

Lessee, Lease, Description [Line Items]

Weighted-average remaining lease term 9 years 8 months 8 days 9 years 11 months 4 days

Number of options to renew | lease_renewal_option 1

Right-of-use asset $ 297.2

Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] Other assets

Present value of lease liabilities $ 406.7 $ 454.9

Weighted-average discount rate (percent) 4.49% 4.42%

Minimum

Lessee, Lease, Description [Line Items]

Lease renewal term 1 year

Period for lease termination notice before end of lease term 1 year

Maximum

Lessee, Lease, Description [Line Items]

Lease renewal term 10 years

Period for lease termination notice before end of lease term 3 years 2 months 12 days

v3.25.4

OPERATING LEASES - Components of Lease Expense and Supplemental Cash Flow Information (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Leases [Abstract]

Operating lease cost $ 67.2 $ 73.7 $ 75.4

Variable lease cost 23.6 27.9 25.9

Less: sublease income (1.2) (1.9) (2.3)

Total lease expense 89.6 99.7 $ 99.0

Cash outflows from operating leases included in the measurement of lease liabilities 72.1 75.0

Right-of-use assets obtained in exchange for new operating lease liabilities $ 11.1 $ 57.2

v3.25.4

OPERATING LEASES - Maturities of Lease Liabilities (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Leases [Abstract]

2025 $ 66.6

2026 61.1

2027 53.1

2028 41.7

2029 42.1

Thereafter 235.3

Total lease payments 499.9

Less: interest (93.2)

Present value of lease liabilities $ 406.7 $ 454.9

v3.25.4

TAXATION - Summary of (Provision) Benefit for Income Taxes (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Current:

Federal $ 152.5 $ 201.2 $ 164.0

State (44.2) 51.3 42.7

Foreign 72.4 38.5 32.8

Current income tax (expense)/benefit 180.7 291.0 239.5

Deferred:

Federal (292.0) (19.3) (235.3)

State (101.7) (2.0) (44.1)

Foreign 8.4 (16.8) (29.8)

Deferred income tax (expense)/benefit (385.3) (38.1) (309.2)

Total income tax expense (benefit) $ (204.6) $ 252.9 $ (69.7)

v3.25.4

TAXATION - Reconciliation Between Statutory and Effective Tax Rates on Income from Operations (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Amount

U.S federal statutory income tax rate $ (79.7)

State taxes, net of federal tax effect (76.4)

Worldwide changes in UTBs, including interest and penalties (38.9)

Nontaxable or nondeductible items 5.2

(Income)/loss attributable to noncontrolling interests in consolidated entities (22.2)

Total income tax expense (benefit) $ (204.6) $ 252.9 $ (69.7)

Percent

U.S. federal statutory income tax rate 21.00% 21.00% 21.00%

State taxes, net of federal tax effect 20.10% 3.90% 3.20%

Income/(loss) attributable to equity method investments in corporate joint ventures (1.30%) 7.40%

Other 1.60% (3.50%)

Foreign tax rate differential (2.80%) 11.10%

Worldwide changes in UTBs, including interest and penalties 10.30%

Nontaxable or nondeductible items (1.40%)

Income/(loss) attributable to noncontrolling interests in consolidated entities 5.90% 0.50% (6.30%)

Valuation allowance 1.20% (2.90%)

Nondeductible regulatory settlements 1.10% 0.00%

Nondeductible executive compensation 0.00% (4.60%)

Nontaxable gain 0.00% 3.90%

Effective tax rate per the Consolidated Statements of Income 53.90% 25.20% 29.30%

UK

Amount

(Income)/loss attributable to equity method investments in corporate joint ventures $ (19.8)

Other adjustments $ 3.6

Percent

Income/(loss) attributable to equity method investments in corporate joint ventures 5.20%

Other (1.00%)

Other

Amount

Other foreign jurisdictions $ 33.2

Percent

Foreign tax rate differential (8.80%)

UNITED STATES

Amount

Other adjustments $ (9.6)

Percent

Other 2.60%

v3.25.4

TAXATION - Income Before Taxes (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Domestic $ (714.0) $ 850.6 $ (469.2)

Foreign 334.6 154.7 231.3

Income/(loss) before income taxes $ (379.4) $ 1,005.3 $ (237.9)

v3.25.4

TAXATION - Schedule of Deferred Tax Recognized on Balance Sheet (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Deferred tax assets:

Compensation and benefits $ 108.5 $ 118.3

Lease obligations 75.0 85.5

Net operating loss carryforwards 154.3 165.0

Fixed assets 7.1 24.9

Accrued liabilities 28.2 38.0

Other 1.8 4.7

Total deferred tax assets 374.9 436.4

Valuation allowance (96.1) (99.2)

Deferred tax assets, net of valuation allowance 278.8 337.2

Deferred tax liabilities:

Goodwill and intangibles (1,081.3) (1,522.1)

Leased assets (51.7) (60.0)

Other (38.7) (27.3)

Total deferred tax liabilities (1,171.7) (1,609.4)

Net deferred tax liability $ (892.9) $ (1,272.2)

v3.25.4

TAXATION - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Tax Credit Carryforward [Line Items]

Deferred tax assets, net $ 278.8 $ 337.2

Deferred tax liabilities, net 901.5 1,281.9

Net operating loss carryforwards 154.3 165.0

Unremitted foreign earnings 1,028.0 989.1

Unrecognized tax benefits that would impact effective tax rate 43.6

Accrued interest and penalties 16.7 21.6 $ 17.0

Benefit for penalties and interest (4.9) 4.5 $ 1.9

State

Tax Credit Carryforward [Line Items]

Tax loss carryforward subject to expiration 28.6

Deferred loss carrying not subject to expiration 3.4

Federal and Foreign Tax Authority

Tax Credit Carryforward [Line Items]

Tax loss carryforward subject to expiration 8.1

Deferred loss carrying not subject to expiration 117.6

Net operating loss carryforwards $ 125.7

Canada

Tax Credit Carryforward [Line Items]

Dividends withholding tax rate (percent) 5.00%

Other investments

Tax Credit Carryforward [Line Items]

Deferred tax assets, net $ 8.6 $ 9.7

v3.25.4

TAXATION - Reconciliation of Changes in Unrecognized Tax Benefits (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Unrecognized Tax Benefits [Roll Forward]

Balance at beginning of period $ 99.3 $ 91.3 $ 100.2

Additions for tax positions related to the current year 2.9 11.7 9.6

Additions for tax positions related to prior years 2.7 1.3 1.3

Reductions for tax positions related to prior years (40.9) (0.6) (7.7)

Reductions related to lapse of statute of limitations (9.0) (4.4) (1.8)

Reductions related to settlements (0.3) 0.0 (10.3)

Balance at end of period $ 54.7 $ 99.3 $ 91.3

v3.25.4

TAXATION - Income Taxes Paid (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Income Tax Paid, by Individual Jurisdiction [Line Items]

Federal $ 164.5

Total income taxes paid (net of refunds) 238.7 $ 236.3 $ 195.1

Illinois

Income Tax Paid, by Individual Jurisdiction [Line Items]

State: (15.8)

Other

Income Tax Paid, by Individual Jurisdiction [Line Items]

State: 32.1

Japan

Income Tax Paid, by Individual Jurisdiction [Line Items]

Foreign: 12.1

Other

Income Tax Paid, by Individual Jurisdiction [Line Items]

Foreign: $ 45.8

v3.25.4

EARNINGS PER COMMON SHARE - Calculation of Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Earnings Per Share [Abstract]

Net income/(loss) attributable to Invesco Ltd. $ (726.3) $ 538.0 $ (333.7)

Weighted average common shares outstanding - basic (shares) 452.6 457.0 454.8

Dilutive effect of non-participating common share-based awards (in shares) 2.4 0.7 1.4

Weighted average common shares outstanding - diluted (in shares) 455.0 457.7 456.2

Earnings per common share:

- basic (in usd per share) $ (1.60) $ 1.18 $ (0.73)

- diluted (usd per share) $ (1.60) $ 1.18 $ (0.73)

v3.25.4

SEGMENT AND GEOGRAPHIC INFORMATION - Narrative (Details)
12 Months Ended

Dec. 31, 2025

segment

Segments, Geographical Areas [Abstract]

Number of operating segments 1

v3.25.4

SEGMENT AND GEOGRAPHIC INFORMATION - Revenue and Long-lived Assets (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Revenues from External Customers and Long-Lived Assets [Line Items]

Total operating revenues $ 6,377.1 $ 6,067.0 $ 5,716.4

Long-lived assets 378.9 479.0 599.5

Americas

Revenues from External Customers and Long-Lived Assets [Line Items]

Total operating revenues 4,766.1 4,653.1 4,380.3

Long-lived assets 245.7 312.8 416.0

APAC

Revenues from External Customers and Long-Lived Assets [Line Items]

Total operating revenues 295.3 270.9 263.8

Long-lived assets 24.8 33.7 40.0

EMEA

Revenues from External Customers and Long-Lived Assets [Line Items]

Total operating revenues 1,315.7 1,143.0 1,072.3

Long-lived assets $ 108.4 $ 132.5 $ 143.5

v3.25.4

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Loss Contingencies [Line Items]

Undrawn capital commitments $ 683.6 $ 693.7

Equity Commitment

Loss Contingencies [Line Items]

Maximum guarantee 30.0

Equity Commitment | Maximum

Loss Contingencies [Line Items]

Commitments $ 50.5

v3.25.4

CONSOLIDATED INVESTMENT PRODUCTS - Balances Related to CIP (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

ASSETS

Cash and cash equivalents $ 1,037.5 $ 986.5 $ 1,469.2

Investments 1,381.1 1,240.0

Total assets 27,094.0 27,008.9

LIABILITIES

Debt 1,825.1 890.6

Total liabilities 14,089.1 11,340.1

EQUITY

Redeemable noncontrolling interests in consolidated entities 75.4 544.7 $ 745.7 $ 998.7

Retained earnings 5,886.8 6,990.4

Total liabilities, temporary and permanent equity 27,094.0 27,008.9

Consolidated VIEs

ASSETS

Cash and cash equivalents 942.3 509.5

Accounts and Other Receivables, Net, Current 266.1 372.3

Investments 8,941.4 7,492.7

Total assets ^[1] 10,149.8 8,374.5

LIABILITIES

Debt 7,552.7 6,200.9

Accruals and other liabilities 1,414.9 652.2

Total liabilities 8,967.6 6,853.1

EQUITY

Redeemable noncontrolling interests in consolidated entities 75.4 544.7

Invesco's net investment in and net receivables due from CIP 408.3 412.5

Nonredeemable Noncontrolling Interest 698.5 564.2

Total liabilities, temporary and permanent equity $ 10,149.8 $ 8,374.5

[1] See Note 18, “Consolidated Investment Products,” for balances related to consolidated VIEs.

v3.25.4

CONSOLIDATED INVESTMENT PRODUCTS - Income Line Items Reflecting Impact of Investment Products into the Statements of Income (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Variable Interest Entity [Line Items]

Operating income/(loss) $ (695.7) $ 832.1 $ (434.8)

Comprehensive loss/(income) attributable to noncontrolling interests in consolidated entities (106.9) 22.4 71.3

Net income/(loss) attributable to Invesco Ltd. (726.3) 538.0 (333.7)

Consolidated VIEs

Variable Interest Entity [Line Items]

Operating income/(loss) (84.6) (60.2) (84.8)

Other income/(expense) 191.5 37.8 13.5

Comprehensive loss/(income) attributable to noncontrolling interests in consolidated entities (106.9) 22.4 71.3

Net income/(loss) attributable to Invesco Ltd. $ 0.0 $ 0.0 $ 0.0

v3.25.4

CONSOLIDATED INVESTMENT PRODUCTS - Private Equity (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Private equity funds

Schedule of Investments [Line Items]

Fair Value $ 438.0 $ 414.6

Total Unfunded Commitments $ 23.7 $ 32.5

Weighted Average Remaining Term 4 years 6 months 5 years 2 months 12 days

Real estate investments

Schedule of Investments [Line Items]

Fair Value $ 4.1 $ 438.6

Total Unfunded Commitments $ 13.7

v3.25.4

CONSOLIDATED INVESTMENT PRODUCTS - Narrative (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Variable Interest Entity [Line Items]

Carrying value and maximum risk of loss with respect to VIEs, unfunded $ 86.8 $ 141.2

Deconsolidated VIEs

Variable Interest Entity [Line Items]

Carrying value and maximum risk of loss with respect to VIEs $ 242.4 $ 106.1

v3.25.4

CONSOLIDATED INVESTMENT PRODUCTS - Beginning and Ending Fair Value Measurements for Level 3 Assets and Liabilities (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Fair Value Recurring Basis Unobservable Input Reconciliation Asset Gain Loss Statement Of Income Extensible List Not Disclosed Flag Gains and losses included in the Consolidated Statements of Income Gains and losses included in the Consolidated Statements of Income

Significant Unobservable Inputs (Level 3)

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Beginning Balance as of January 1 $ 383.1 $ 825.8

CIP Purchases 444.5 392.5

CIP Sales (295.8) (134.7)

Deconsolidation/Consolidation of CIP 54.5 (724.9)

Gains and losses included in the Consolidated Statements of Income (16.7) (18.5)

Transfers from Level 3 into Levels 1 or 2 (401.6) (169.5)

Transfers into Level 3 from Levels 1 or 2 297.2 214.5

Foreign exchange 2.2 (2.1)

Ending Balance as of December 31 $ 467.4 $ 383.1

v3.25.4

RELATED PARTIES (Details) - USD ($)
$ in Millions

Dec. 31, 2025

Dec. 31, 2024

Related Party Transaction [Line Items]

Preferred stock $ 2,510.5 $ 4,010.5

MassMutual | Preferred Shares | OppenheimerFunds

Related Party Transaction [Line Items]

Approximate stake help in common stock of combined firm (percent) 18.30%

v3.25.4

SUBSEQUENT EVENTS (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended

Jan. 27, 2026

Jan. 26, 2026

Jan. 15, 2026

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Feb. 18, 2026

Jan. 13, 2026

Subsequent Event [Line Items]

Dividends declared per share (in usd per share) $ 0.835 $ 0.815 $ 0.7875

Preferred stock dividends declared per share (in usd per share) $ 59.00 $ 59.00 $ 59.00

Repayment of bank debt $ 500.0 $ 600.0 $ 0.0

Debt $ 1,825.1 $ 890.6

Subsequent event

Subsequent Event [Line Items]

AUM $ 9,000.0

Dividends declared per share (in usd per share) $ 0.210

Preferred stock dividends declared per share (in usd per share) $ 14.75

Authorized amount $ 1,000.0

Subsequent event | Line of Credit

Subsequent Event [Line Items]

Debt $ 790.0

Subsequent event | Senior Notes - Due January 15, 2026 | Unsecured Debt

Subsequent Event [Line Items]

Repayment of bank debt $ 500.0

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Cover Page - USD ($) $ in Billions	12 Months Ended
Cover Page - USD ($) $ in Billions	Dec. 31, 2025	Jan. 31, 2026	Jun. 30, 2025
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-13908
Entity Registrant Name	Invesco Ltd.
Entity Incorporation, State or Country Code	D0
Entity Tax Identification Number	98-0557567
Entity Address, Address Line One	1331 Spring Street NW,
Entity Address, Address Line Two	Suite 2500,
Entity Address, City or Town	Atlanta,
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30309
City Area Code	(404)
Local Phone Number	892-0896
Title of 12(b) Security	Common stock, $0.20 par value
Trading Symbol	IVZ
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 5.7
Entity Common Stock, Shares Outstanding (in shares)		443,673,777
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE The registrant will incorporate by reference information required in response to Part II, Item 5 and Part III, Items 10-14 in its definitive Proxy Statement for its annual meeting of shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2025.
Entity Central Index Key	0000914208
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2025
Audit Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Atlanta, Georgia
Auditor Firm ID	238

Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions	Dec. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Preferred stock par value (in usd per share)	$ 0.20	$ 0.20
Preferred stock liquidation preference per share (in usd per share)	$ 1,000	$ 1,000
Preferred stock authorized (in shares)	4.0	4.0
Preferred stock issued (in shares)	4.0	4.0
Preferred stock outstanding (in shares)	2.5	4.0
Common stock, par value (in usd per share)	$ 0.20	$ 0.20
Common stock authorized (in shares)	1,050.0	1,050.0
Common stock issued (in shares)	566.1	566.1

Consolidated Statements of Income - USD ($) $ in Millions	12 Months Ended
Consolidated Statements of Income - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Operating revenues:
Total operating revenues	$ 6,377.1	$ 6,067.0	$ 5,716.4
Operating expenses:
Third-party distribution, service and advisory	2,127.1	2,025.6	1,825.2
Employee compensation	2,002.8	2,014.2	1,885.8
Marketing	84.0	81.3	82.1
Property, office and technology	450.0	474.3	450.1
General and administrative	576.5	594.7	567.6
Transaction, integration and restructuring	0.0	0.0	41.6
Amortization and impairment of intangible assets	1,832.4	44.8	1,298.8
Total operating expenses	7,072.8	5,234.9	6,151.2
Operating income/(loss)	(695.7)	832.1	(434.8)
Other income/(expense):
Equity in earnings of unconsolidated affiliates	104.8	43.0	71.3
Interest and dividend income	53.9	58.9	47.8
Interest expense	(82.5)	(58.0)	(70.5)
Other gains/(losses), net	55.9	47.7	98.0
Other income/(expense) of CIP, net	184.2	81.6	50.3
Income/(loss) before income taxes	(379.4)	1,005.3	(237.9)
Income tax benefit/(provision)	204.6	(252.9)	69.7
Net income/(loss)	(174.8)	752.4	(168.2)
Net (income)/loss attributable to noncontrolling interests in consolidated entities	(106.9)	22.4	71.3
Dividends declared on preferred shares	(204.6)	(236.8)	(236.8)
Cost of preferred share repurchase	(240.0)	0.0	0.0
Net income/(loss) attributable to Invesco Ltd.	$ (726.3)	$ 538.0	$ (333.7)
Earnings per common share:
-basic (in usd per share)	$ (1.60)	$ 1.18	$ (0.73)
-diluted (usd per share)	$ (1.60)	$ 1.18	$ (0.73)
Investment management fees
Operating revenues:
Total operating revenues	$ 4,615.3	$ 4,342.3	$ 4,106.0
Service and distribution fees
Operating revenues:
Total operating revenues	1,518.1	1,479.7	1,374.6
Performance fees
Operating revenues:
Total operating revenues	41.5	46.4	46.7
Other
Operating revenues:
Total operating revenues	$ 202.2	$ 198.6	$ 189.1

Consolidated Statements of Changes in Equity - USD ($) $ in Millions	Total	Total Equity Attributable to Invesco Ltd.	Preferred Shares	Common Shares	Additional Paid-in-Capital	Treasury Shares	Retained Earnings	Total	Nonredeemable Noncontrolling Interests in Consolidated Entities
Beginning balance at Dec. 31, 2022	$ 15,843.5	$ 15,213.6	$ 4,010.5	$ 113.2	$ 7,554.9	$ (3,040.9)	$ 7,518.3	$ (942.4)	$ 629.9
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income/(loss)	(132.1)	(96.9)					(96.9)		(35.2)
Other comprehensive income/(loss)	140.6	140.6						140.6
Change in noncontrolling interests in consolidated entities, net	(22.0)								(22.0)
Dividends declared - preferred	(236.8)	(236.8)					(236.8)
Dividends declared - common	(357.9)	(357.9)					(357.9)
Employee common share plans:
Common share-based compensation	114.6	114.6			114.6
Vested common shares	0.0	0.0			(209.2)	209.2
Other common share awards	7.9	7.9			(8.7)	16.6
Purchase of common shares	(187.5)	(187.5)				(187.5)
Ending balance at Dec. 31, 2023	15,170.3	14,597.6	4,010.5	113.2	7,451.6	(3,002.6)	6,826.7	(801.8)	572.7
Beginning balance at Dec. 31, 2022	998.7
Increase (Decrease) in Temporary Equity [Roll Forward]
Net income/(loss)	(36.1)
Change in noncontrolling interests in consolidated entities, net	(216.9)
Ending balance at Dec. 31, 2023	745.7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income/(loss)	806.2	774.8					774.8		31.4
Other comprehensive income/(loss)	(234.3)	(234.3)						(234.3)
Change in noncontrolling interests in consolidated entities, net	(39.9)								(39.9)
Dividends declared - preferred	(236.8)	(236.8)					(236.8)
Dividends declared - common	(374.3)	(374.3)					(374.3)
Employee common share plans:
Common share-based compensation	104.6	104.6			104.6
Vested common shares	0.0	0.0			(211.0)	211.0
Other common share awards	7.6	7.6			(10.6)	18.2
Purchase of common shares	(79.3)	(79.3)				(79.3)
Ending balance at Dec. 31, 2024	15,124.1	14,559.9	4,010.5	113.2	7,334.6	(2,852.7)	6,990.4	(1,036.1)	564.2
Increase (Decrease) in Temporary Equity [Roll Forward]
Net income/(loss)	(53.8)
Change in noncontrolling interests in consolidated entities, net	(147.2)
Ending balance at Dec. 31, 2024	544.7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income/(loss)	(194.8)	(281.7)					(281.7)		86.9
Other comprehensive income/(loss)	313.2	313.2						313.2
Change in noncontrolling interests in consolidated entities, net	47.4								47.4
Dividends declared - preferred	(204.6)	(204.6)					(204.6)
Dividends declared - common	(377.3)	(377.3)					(377.3)
Employee common share plans:
Common share-based compensation	80.0	80.0			80.0
Vested common shares	0.0	0.0			(133.2)	133.2
Other common share awards	5.4	5.4			(12.3)	17.7
Purchase of common shares	(123.9)	(123.9)				(123.9)
Repurchase of preferred shares	(1,740.0)	(1,740.0)	(1,500.0)				(240.0)
Ending balance at Dec. 31, 2025	12,929.5	$ 12,231.0	$ 2,510.5	$ 113.2	$ 7,269.1	$ (2,825.7)	$ 5,886.8	$ (722.9)	$ 698.5
Increase (Decrease) in Temporary Equity [Roll Forward]
Net income/(loss)	20.0
Change in noncontrolling interests in consolidated entities, net	(489.3)
Ending balance at Dec. 31, 2025	$ 75.4

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Commitments and contingencies may arise in the ordinary course of business. The company has committed to co-invest in certain investment products which may be called in future periods. At December 31, 2025, the company’s undrawn co-invest capital commitments were $683.6 million (December 31, 2024: $693.7 million). Certain of our managed investment products have entered into borrowing arrangements with financial institutions. The company provided equity commitments and guarantees to the financial institutions for certain of these borrowing arrangements that are temporary in nature. The borrowing arrangements look first to the respective investment products for repayment and servicing. The company’s equity commitment or guarantee would only be called in the event a particular investment product is unable to meet its obligation. The company believes the likelihood of being required to fund its equity commitments or guarantees under these arrangements to be remote. To date, the company has not been required to fund any equity commitments or guarantees under these arrangements. The maximum amount of future payments under the commitments is $50.5 million and under the guarantees is $30.0 million. The fair value of the guarantee liability is not significant to the consolidated financial statements. The company and some of its subsidiaries have entered into agreements with financial institutions to guarantee certain obligations of other subsidiaries of the company. The company would be required to perform under these guarantees in the event of certain defaults. The company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. Legal Contingencies The company is from time to time involved in pending or threatened litigation relating to claims arising in the ordinary course of its business. The nature and progression of litigation can make it difficult to predict the impact a particular lawsuit or claim will have on the company. There are many reasons that the company cannot make these assessments, including, among others, one or more of the following: the proceeding is in its early stages (or merely threatened); the damages sought are unspecified, unsupportable, unexplained or uncertain; the claimant is seeking relief other than compensatory damages; the matter presents novel legal claims or other meaningful legal uncertainties; discovery has not started or is not complete; there are significant facts in dispute; and there are other parties who may share in any ultimate liability. The company and certain related entities have in recent years been subject to various regulatory inquiries, reviews and investigations and legal proceedings, including civil litigation, regulatory investigations and enforcement actions. These actions can arise from normal business operations and/or matters that have been the subject of previous regulatory reviews. As a global company with investment products registered in numerous countries and subject to the jurisdiction of one or more regulators in each country, at any given time, our business operations may be subject to review, investigation, or disciplinary action. In assessing the impact that a legal or regulatory matter will have on the company, management evaluates the need for an accrual on a case-by-case basis. If the likelihood of a loss is deemed probable and is reasonably estimable, the estimated loss is accrued. If the likelihood of a loss is assessed as less than probable, a loss is not accrued. If a loss is deemed probable but an amount or range of loss cannot be reasonably estimated, a loss is not accrued but the matter is disclosed. In management’s opinion, adequate accrual has been made as of December 31, 2025 to provide for any losses that may arise from matters for which the company could reasonably estimate an amount and are deemed probable. Management believes that the ultimate resolution of any litigation or regulatory investigations will not materially affect the company’s business, revenue, net income or liquidity. Further, the investment management industry also is generally subject to extensive levels of ongoing regulatory oversight and examination. In the jurisdictions in which the company operates, governmental authorities regularly make inquiries, hold investigations and administer market conduct examinations with respect to the company’s compliance with applicable laws and regulations. Additional lawsuits or regulatory enforcement actions arising out of these inquiries may in the future be filed against the company, related entities and individuals in the jurisdictions in which the company and its affiliates operate. Any material loss of investor and/or client confidence as a result of such inquiries and/or litigation could result in a significant decline in AUM, which would have an adverse effect on the company’s future financial results and its ability to grow its business.

RELATED PARTIES	12 Months Ended
RELATED PARTIES	Dec. 31, 2025
Related Party Transactions [Abstract]
RELATED PARTIES	RELATED PARTIES MassMutual owns approximately 18.3% of the common stock of the company and owns substantially all of the outstanding $2.5 billion in perpetual, non-cumulative preferred shares as of December 31, 2025. Based on the level of shares owned by MassMutual and the corresponding customary minority shareholder rights, which includes representation on Invesco’s Board of Directors, the company considers MassMutual a related party. Additionally, certain managed funds are deemed to be affiliated entities under the related party definition in ASC 850, “Related Party Disclosures.” The majority of the company's Operating revenues and receivables are from Invesco's managed funds. Related parties also include those defined in the company’s proxy statement. Refer to Note 2, "Fair Value of Assets and Liabilities," and Note 3, "Investments," for more information on balances invested in Invesco affiliated funds.

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2025
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On January 13, 2026, the company announced that it entered into an agreement to sell the company's Canadian fund management agreements to CI Global Asset Management and form a long-term strategic partnership under which the company will continue to provide portfolio management services through a sub-advisory arrangement to approximately 66 of the 104 Canadian mutual funds and ETFs with approximately $9 billion of AUM. On January 15, 2026, Invesco Finance PLC, a wholly-owned indirect subsidiary of the Parent, redeemed the $500.0 million of senior notes which matured on January 15, 2026. The redemption was primarily funded by the Revolving Credit Agreement which had an outstanding balance of $790.0 million on January 31, 2026. On January 26, 2026, the company declared a fourth quarter 2025 dividend of $0.210 per common share, payable on March 3, 2026, to common shareholders of record at the close of business on February 13, 2026 with an ex-dividend date of February 13, 2026. On January 26, 2026, the company declared a preferred dividend of $14.75 per preferred share to the holders of preferred shares representing the period from December 1, 2025 through February 28, 2026. The preferred dividend is payable on March 2, 2026. As previously announced, on February 18, 2026, the company’s Board of directors authorized a $1 billion common share repurchase plan with no stated expiration date.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Cyber threats are considered one of the most significant risks facing financial institutions. To mitigate that risk, we have a designated Global Chief Security Officer (GCSO) who leads our Global Security Department, which is responsible for identifying, assessing, and managing cybersecurity threats. Our GCSO has experience in the public and private sectors, specializing in security, investigations, and incident response. The Global Security Department oversees, among others, the following groups across Invesco: Information Security, Strategic Intelligence, Corporate Security, Enterprise Resilience, Business Continuity, Crisis Management, Global Privacy Office, Business Security, and Projects & Strategy. This structure supports a more comprehensive, holistic approach to keeping our clients, employees, and critical assets safe, upholding privacy rights, and enabling a secure and resilient business. The information security program for the company is led by our Chief Information Security Officer (CISO) who reports directly to the GCSO and has extensive experience in information security and risk management. Our information security program is designed to oversee all aspects of information security risk and seeks to ensure the confidentiality, integrity, and availability of information assets, including the implementation of controls aligned with industry guidelines and applicable statutes and regulations to identify threats, detect attacks and protect our information assets. Our cybersecurity programs include the following: •Proactive assessments of technical infrastructure and security resilience are performed on a regular basis, which include penetration testing, offensive testing and maturity assessments. •Conducting due diligence on third-party service providers regarding cybersecurity risks prior to on-boarding, periodic assessment of cybersecurity risks for existing third-party service providers and continuous monitoring for new third-party cybersecurity incidents. •An incident response program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event of a cybersecurity incident at Invesco or a third-party. •Mandatory annual employee security awareness training, which focuses on cyber threats and security in general. •Regular cyber phishing tests throughout the year to measure and raise employee awareness of cyber phishing threats.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	Cyber threats are considered one of the most significant risks facing financial institutions. To mitigate that risk, we have a designated Global Chief Security Officer (GCSO) who leads our Global Security Department, which is responsible for identifying, assessing, and managing cybersecurity threats. Our GCSO has experience in the public and private sectors, specializing in security, investigations, and incident response. The Global Security Department oversees, among others, the following groups across Invesco: Information Security, Strategic Intelligence, Corporate Security, Enterprise Resilience, Business Continuity, Crisis Management, Global Privacy Office, Business Security, and Projects & Strategy. This structure supports a more comprehensive, holistic approach to keeping our clients, employees, and critical assets safe, upholding privacy rights, and enabling a secure and resilient business.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. The members of this Committee include the Chief Information and Operations Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, as well as other Global Operational Risk Owners which includes the GCSO. The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. The members of this Committee include the Chief Information and Operations Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, as well as other Global Operational Risk Owners which includes the GCSO. The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight.
Cybersecurity Risk Role of Management [Text Block]	The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. The members of this Committee include the Chief Information and Operations Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, as well as other Global Operational Risk Owners which includes the GCSO. The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. The members of this Committee include the Chief Information and Operations Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, as well as other Global Operational Risk Owners which includes the GCSO. The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	The information security program for the company is led by our Chief Information Security Officer (CISO) who reports directly to the GCSO and has extensive experience in information security and risk management.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	The company's Board oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. The members of this Committee include the Chief Information and Operations Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, as well as other Global Operational Risk Owners which includes the GCSO. The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

ACCOUNTING POLICIES (Details) $ in Millions	12 Months Ended
ACCOUNTING POLICIES (Details) $ in Millions	Dec. 31, 2025 USD ($) reporting_unit	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Marketing expense	$ (84.0)	$ (81.3)	$ (82.1)
Property, office, and technology expenses	(450.0)	(474.3)	(450.1)
General and administrative expense	$ 576.5	594.7	$ 567.6
Accelerated recognition		$ 147.6
Number of reporting units \| reporting_unit	1
Percentage of excess in projected benefit obligation and fair value assets to be amortized (percent)	10.00%
Buildings
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Useful life of property and equipment	50 years
Minimum
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Intangible assets, useful life, years	2 years
Minimum \| Computer and other various equipment
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Useful life of property and equipment	3 years
Minimum \| Software development
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Useful life of property and equipment	5 years
Maximum
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Intangible assets, useful life, years	10 years
Maximum \| Computer and other various equipment
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Useful life of property and equipment	7 years
Maximum \| Software development
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Useful life of property and equipment	7 years

FAIR VALUE OF ASSETS AND LIABILITIES - Fair Value of Financial Instruments Held by Consolidated Investments (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Cash and cash equivalents	$ 1,037.5	$ 986.5	$ 1,469.2
Equity investments	414.4	371.2
Total return swap related to deferred compensation plans	$ 7.8
Total return swap related to deferred compensation plans		$ (9.4)

FAIR VALUE OF ASSETS AND LIABILITIES - Tri-Level Hierarchy, Carrying Value (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Equity investments:
Equity investments:	$ 414.4	$ 371.2
Total return swap related to deferred compensation plans	$ 7.8
Total return swap related to deferred compensation plans, enumeration	Total return swap related to deferred compensation plans
Total assets	$ 900.1	850.5
LIABILITIES
Total return swap related to deferred compensation plans		$ (9.4)
Derivative Liability, Statement of Financial Position [Extensible Enumeration]		Debt and other liabilities of CIP
Contingent consideration liability		$ (1.3)
Total liabilities		(10.7)
Equity method investments	937.1	854.5
Other investments	29.6	14.3
Money market funds
Cash equivalents:
Money market funds	477.9	479.3
Seed capital
Equity investments:
Equity investments:	286.2	151.6
Investments related to deferred compensation plans
Equity investments:
Equity investments:	128.2	219.6
Quoted Prices in Active Markets for Identical Assets (Level 1)
Equity investments:
Total return swap related to deferred compensation plans	0.0
Total assets	745.9	850.5
LIABILITIES
Total return swap related to deferred compensation plans		0.0
Contingent consideration liability		0.0
Total liabilities		0.0
Quoted Prices in Active Markets for Identical Assets (Level 1) \| Money market funds
Cash equivalents:
Money market funds	477.9	479.3
Quoted Prices in Active Markets for Identical Assets (Level 1) \| Seed capital
Equity investments:
Equity investments:	139.8	151.6
Quoted Prices in Active Markets for Identical Assets (Level 1) \| Investments related to deferred compensation plans
Equity investments:
Equity investments:	128.2	219.6
Significant Other Observable Inputs (Level 2)
Equity investments:
Total return swap related to deferred compensation plans	7.8
Total assets	154.2	0.0
LIABILITIES
Total return swap related to deferred compensation plans		(9.4)
Contingent consideration liability		0.0
Total liabilities		(9.4)
Significant Other Observable Inputs (Level 2) \| Money market funds
Cash equivalents:
Money market funds	0.0	0.0
Significant Other Observable Inputs (Level 2) \| Seed capital
Equity investments:
Equity investments:	146.4	0.0
Significant Other Observable Inputs (Level 2) \| Investments related to deferred compensation plans
Equity investments:
Equity investments:	0.0	0.0
Significant Unobservable Inputs (Level 3)
Equity investments:
Total return swap related to deferred compensation plans	0.0
Total assets	0.0	0.0
LIABILITIES
Total return swap related to deferred compensation plans		0.0
Contingent consideration liability		(1.3)
Total liabilities		(1.3)
Significant Unobservable Inputs (Level 3) \| Money market funds
Cash equivalents:
Money market funds	0.0	0.0
Significant Unobservable Inputs (Level 3) \| Seed capital
Equity investments:
Equity investments:	0.0	0.0
Significant Unobservable Inputs (Level 3) \| Investments related to deferred compensation plans
Equity investments:
Equity investments:	$ 0.0	$ 0.0

FAIR VALUE OF ASSETS AND LIABILITIES - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	$ 7.8
Derivative liability		$ 9.4
Growth rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.020
Discount Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.130
Minimum \| Revenue Projection
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.03
Maximum \| Revenue Projection
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.09
Total Return Swap \| Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, notional amount	$ 553.0	421.2
Derivative asset	7.8
Derivative liability		9.4
Derivative gain (loss) , net	$ 59.2	$ 23.8

INVESTMENTS - Details of Company Investments, Current (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Schedule of Investments [Line Items]
Equity investments:	$ 414.4	$ 371.2
Equity method investments	937.1	854.5
Other	29.6	14.3
Total investments	1,381.1	1,240.0
Seed capital
Schedule of Investments [Line Items]
Equity investments:	286.2	151.6
Investments related to deferred compensation plans
Schedule of Investments [Line Items]
Equity investments:	$ 128.2	$ 219.6

INVESTMENTS - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
INVESTMENTS - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Investments [Abstract]
Net gain (loss) recorded resulting from equity method investments and total return swaps	$ 55.3	$ 44.2
Net gain (loss) related to trading investments still held	$ (6.6)	$ 20.5

INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets by Major Class (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross (Excluding Goodwill)	$ 7,305.5	$ 7,414.0
Intangible Assets, Accumulated Amortization And Impairment (Excluding Goodwill)	(3,378.2)	(1,664.7)
Net Book Value	3,927.3	5,749.3
Management contracts
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	318.4	317.7
Accumulated Amortization and Impairment	(286.2)	(253.2)
Net Book Value	32.2	64.5
Other
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	67.3	195.7
Accumulated Amortization and Impairment	(48.2)	(162.6)
Net Book Value	19.1	33.1
Management contracts
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	6,919.8	6,900.6
Accumulated Amortization and Impairment	(3,043.8)	(1,248.9)
Net Book Value	$ 3,876.0	$ 5,651.7

GOODWILL (Details) - USD ($) $ in Millions	12 Months Ended
GOODWILL (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Goodwill [Roll Forward]
Beginning balance	$ 8,318.1	$ 8,691.5
Foreign exchange	222.6	(189.2)
Sale of business	(63.6)
Transfer to held for sale		(184.2)
Ending balance	$ 8,477.1	$ 8,318.1

OTHER LIABILITIES (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Other Liabilities Disclosure [Abstract]
Compensation and benefits	$ 93.5	$ 74.2
Accrued bonus and deferred compensation	997.7	955.0
Accrued compensation and benefits	1,091.2	1,029.2
Accruals and other liabilities	665.5	584.4
Lease liability (See Note 13)	406.7	454.9
Accounts payable	20.4	30.6
Unsettled funds payable	111.0	69.4
Income taxes payable	$ 100.1	$ 146.0
Operating Lease, Liability, Statement of Financial Position [Extensible List]	Accounts payable and accrued expenses	Accounts payable and accrued expenses
Accounts payable and accrued expenses	$ 1,303.7	$ 1,285.3

DEBT - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
DEBT - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Line of Credit Facility [Line Items]
Debt	$ 1,825.1	$ 890.6
Term Loans - Due May 16, 2030 \| Bank Term Loans
Line of Credit Facility [Line Items]
Credit facility interest rate, percentage	1.00%
Increase to basis spread	2.00%
Carrying Value
Line of Credit Facility [Line Items]
Debt	$ 1,825.1	890.6
Carrying Value \| Term Loans - Due May 16, 2030 \| Bank Term Loans
Line of Credit Facility [Line Items]
Debt	$ 495.9	$ 0.0
Federal Funds \| Term Loans - Due May 16, 2030 \| Bank Term Loans
Line of Credit Facility [Line Items]
Credit facility interest rate, percentage	0.50%
Secured Overnight Financing Rate (SOFR) \| Term Loans - Due May 16, 2030 \| Bank Term Loans
Line of Credit Facility [Line Items]
Margin for LIBOR based loans, percentage		1.25%
Base Rate \| Term Loans - Due May 16, 2030 \| Bank Term Loans
Line of Credit Facility [Line Items]
Margin for base rate loans, percentage	0.25%
Adjusted SOFR \| Term Loans - Due May 16, 2030 \| Bank Term Loans
Line of Credit Facility [Line Items]
Credit facility interest rate, percentage	1.00%
Line of Credit
Line of Credit Facility [Line Items]
Credit facility interest rate, percentage	1.00%
Line of credit facility commitment fee amount, percentage	0.10%	0.10%
Covenant ratio debt EBITDA maximum numerator	3.25
Covenant ratio coverage maximum numerator	4.00
Line of Credit \| Carrying Value
Line of Credit Facility [Line Items]
Debt	$ 437.7	$ 0.0
Line of Credit \| Federal Funds
Line of Credit Facility [Line Items]
Credit facility interest rate, percentage	0.50%
Line of Credit \| Secured Overnight Financing Rate (SOFR)
Line of Credit Facility [Line Items]
Credit facility interest rate, percentage	1.00%
Margin for LIBOR based loans, percentage	1.00%	1.00%
Line of Credit \| Base Rate
Line of Credit Facility [Line Items]
Margin for base rate loans, percentage	0.00%	0.00%
Line of Credit \| Adjusted SOFR
Line of Credit Facility [Line Items]
Credit facility interest rate, percentage	0.10%
Majority-Owned Subsidiary, Unconsolidated
Line of Credit Facility [Line Items]
Ownership percentage	100.00%

DEBT - Schedule of Long-Term Debt Instruments (Details) $ in Millions	May 16, 2025 USD ($) agreement	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Debt Instrument [Line Items]
Long-term debt		$ 1,825.1	$ 890.6
Number of loan agreements \| agreement	2
Bank Term Loans \| Term Loans - Due May 16, 2030
Debt Instrument [Line Items]
Debt instrument, face amount	$ 500.0	500.0
Bank Term Loans \| Term Loans - Due May 16, 2028
Debt Instrument [Line Items]
Debt instrument, face amount	$ 500.0
Debt instrument, term	3 years
Line of Credit
Debt Instrument [Line Items]
Debt instrument, face amount	$ 2,000.0	2,500.0
Carrying Value
Debt Instrument [Line Items]
Long-term debt		1,825.1	890.6
Carrying Value \| Unsecured Debt \| Due January 15, 2026
Debt Instrument [Line Items]
Debt instrument, face amount		$ 500.0
Debt instrument stated rate (percent)		3.75%
Long-term debt		$ 499.9	499.3
Carrying Value \| Unsecured Debt \| Due November 30, 2043
Debt Instrument [Line Items]
Debt instrument, face amount		$ 400.0
Debt instrument stated rate (percent)		5.375%
Long-term debt		$ 391.6	391.3
Carrying Value \| Bank Term Loans \| Term Loans - Due May 16, 2030
Debt Instrument [Line Items]
Long-term debt		495.9	0.0
Carrying Value \| Line of Credit
Debt Instrument [Line Items]
Capacity on credit facility		2,500.0
Long-term debt		437.7	0.0
Fair Value
Debt Instrument [Line Items]
Long-term debt		1,820.2	886.2
Fair Value \| Unsecured Debt \| Due January 15, 2026
Debt Instrument [Line Items]
Long-term debt		499.5	494.5
Fair Value \| Unsecured Debt \| Due November 30, 2043
Debt Instrument [Line Items]
Long-term debt		385.8	391.7
Fair Value \| Bank Term Loans \| Term Loans - Due May 16, 2030
Debt Instrument [Line Items]
Long-term debt		497.2	0.0
Fair Value \| Line of Credit
Debt Instrument [Line Items]
Long-term debt		$ 437.7	$ 0.0

COMMON SHARE-BASED COMPENSATION - Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2025 USD ($) award $ / shares	Dec. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($) $ / shares	May 31, 2016 shares	May 31, 2010 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common share-based compensation expense	$ 80.0	$ 104.6	$ 114.6
Income tax benefit from share-based compensation agreements	$ 16.7	22.1	17.4
Number of award categories \| award	2
Fair value of vested shares	$ 66.3	$ 95.7	$ 101.4
Weighted average fair value of shares granted (in usd per share) \| $ / shares	$ 17.95	$ 15.20	$ 17.53
Unrecognized compensation cost related to non-vested shares	$ 106.5
Weighted average non-vested shares compensation cost expected to recognize	2 years 3 months 14 days
2016 GEIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized under share awards plan (shares) \| shares				21.2
2010 GEIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized under share awards plan (shares) \| shares					8.5
Performance-vested awards \| Award Date February 2022 \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proportional vesting rate (percent)	0.00%
Performance-vested awards \| Award Date February 2022 \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proportional vesting rate (percent)	150.00%
Performance-vested awards \| Award Date February 2023 \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proportional vesting rate (percent)	0.00%
Performance-vested awards \| Award Date February 2023 \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proportional vesting rate (percent)	150.00%
Performance-vested awards \| Award Date February 2024 \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proportional vesting rate (percent)	0.00%
Performance-vested awards \| Award Date February 2024 \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proportional vesting rate (percent)	150.00%

RETIREMENT BENEFIT PLANS - Schedule of Defined Benefit Plan Obligations and Assets (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Retirement Benefits, Description [Abstract]
Benefit obligation	$ (292.9)	$ (285.7)	$ (325.8)
Fair value of plan assets	316.3	304.7	$ 350.1
Funded status	23.4	19.0
Amounts recognized in the Consolidated Balance Sheets:
Other assets	26.8	21.9
Accrued compensation and benefits	$ (3.4)	$ (2.9)

RETIREMENT BENEFIT PLANS - Changes in Fair Value of Plan Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Defined Benefit Plan, Roll Forwards [Abstract]
Beginning balance	$ 304.7	$ 350.1
Actual return on plan assets	8.0	(26.8)
Foreign currency changes	24.4	(7.1)
Contributions from the company	2.3	0.2
Benefits paid	(12.9)	(11.7)
Settlement and other	(10.2)	0.0
Ending balance	$ 316.3	$ 304.7

RETIREMENT BENEFIT PLANS - Breakdown of Amount Recognized in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Retirement Benefits, Description [Abstract]
Prior service cost/(credit)	$ 5.5	$ 5.3
Net actuarial loss/(gain)	153.8	157.1
Total	$ 159.3	$ 162.4

RETIREMENT BENEFIT PLANS - Breakdown of Amounts in Accumulated Other Comprehensive Income Expected to be Amortized into Net Periodic Benefit Cost (Details) $ in Millions	Dec. 31, 2025 USD ($)
Retirement Benefits, Description [Abstract]
Prior service cost/(credit)	$ 0.3
Net actuarial loss/(gain)	5.2
Total	$ 5.5

RETIREMENT BENEFIT PLANS - Schedule of Benefit Obligations in Excess of Plan Assets (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Retirement Benefits, Description [Abstract]
Accumulated and projected benefit obligation	$ 5.1	$ 4.3
Fair value of plan assets	$ 1.6	$ 1.4

RETIREMENT BENEFIT PLANS - Analysis of Plan Assets (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Fair value of plan assets	$ 316.3	$ 304.7	$ 350.1
Percentage of plan assets (percent)	100.00%	100.00%
Cash and cash equivalents
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Fair value of plan assets	$ 14.0	$ 13.8
Percentage of plan assets (percent)	4.40%	4.50%
Fund investments
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Fair value of plan assets	$ 109.4	$ 92.7
Percentage of plan assets (percent)	34.60%	30.40%
Equity securities
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Fair value of plan assets	$ 17.6	$ 17.9
Percentage of plan assets (percent)	5.60%	5.90%
Government debt securities
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Fair value of plan assets	$ 11.3	$ 13.3
Percentage of plan assets (percent)	3.60%	4.40%
Guaranteed investments contracts
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Fair value of plan assets	$ 87.4	$ 85.5
Percentage of plan assets (percent)	27.60%	28.10%
Other Investments
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Fair value of plan assets	$ 76.6	$ 81.5
Percentage of plan assets (percent)	24.20%	26.70%

RETIREMENT BENEFIT PLANS - Schedule of Benefits Expected to be Paid in Next Five Fiscal Years and Thereafter (Details) $ in Millions	Dec. 31, 2025 USD ($)
Expected benefit payments:
2026	$ 14.1
2027	15.0
2028	15.9
2029	15.9
2030	17.8
Thereafter in the succeeding five years	$ 93.8