AddedRisk Factors
adapt to, the ever changing, complex regulatory requirements in such jurisdictions or markets, which could further negatively impact our business.
The 10-K against last year's
78 changes: 9 added, 5 removed, 62 reworded, 2 quiet changes
10-K 0000038777-26-000289 (2026-11-09) vs 10-K 0000038777-25-000238 (2025-11-10)
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Legal Proceedings 209 words changed in this paragraph; it is 45% similar to last year's version.
Western Asset Management Investigations and Litigation. As previously disclosed, the Company launched an internal investigation into certain trade allocations of treasury derivatives in select WAM Western Asset Management (“WAM”) managed accounts. accounts by its then-co-Chief Investment Officer, Ken Leech. WAM received notification of parallel investigations by the SEC and the U.S. Department of Justice (“DOJ”). WAM also received notice of an investigation into these trading activities by the CFTC. On June 30, 2025, The Company and WAM fully cooperated with these investigations. As previously disclosed, the CFTC informed WAM that it closed its investigation. The SEC and On June 3, 2026, the DOJ investigations remain ongoing. The Company and notified WAM have fully cooperated, and will continue to fully cooperate with the SEC and DOJ investigations. Ken Leech, the former co-Chief Investment Officer of WAM, received a “Wells Notice” from the staff of the SEC in August 2024, and was placed on administrative leave at that time. Mr. Leech retired and it is no longer with a subject of the Company, as previously disclosed. DOJ investigation and that it will take no further action. On November 25, 2024, June 5, 2026, the SEC filed issued an order resolving its investigation of WAM in its entirety (the “Settlement”). Under the Settlement, WAM, without admitting any wrongdoing, agreed to pay a complaint in the United States District Court civil penalty of $100.0 million to be paid into a Fair Fund for the Southern District benefit of New York against Mr. Leech alleging violations investors. These outcomes end the investigations of certain laws related to trade allocations. Concurrently, WAM by the DOJ filed an indictment with the United States District Court for the Southern District of New York against Mr. Leech for similar allegations and for false statements made to the SEC.
Source: Item 3, via Note 15 – Commitments and Contingencies, 10-K 0000038777-26-000289 vs Item 3, via Note 15 – Commitments and Contingencies, 10-K 0000038777-25-000238
MD&A 151 words changed in this paragraph; it is 53% similar to last year's version.
During fiscal year 2026, we borrowed an aggregate of $850.0 million under the revolving credit facility, of which $150.0 million was repaid on February 9, 2026, and the remaining $700.0 million was repaid on August 15, 2026. No borrowings were outstanding under the facility at September 30, 2026. On April 30, 2025, October 19, 2026, we entered into an Amended and Restated Revolving Credit Agreement (the “Amended and Restated Credit Agreement”) with a five-year term and $1.1 billion of aggregate available borrowings. As of April 30, 2025, the borrowed $300.0 million of borrowings outstanding under our prior credit facility were transferred to the Amended and Restated Credit Agreement. The borrowing remains outstanding at the time of this filing and the proceeds were used for general corporate purposes. Interest is payable semi-annually on any outstanding amounts and is based on the Term Secured Overnight Financing Rate (“Term SOFR”) plus a credit spread of 87.5 basis points and a Term SOFR adjustment of 10 basis points. On September 5, 2025, the Company repaid all of the outstanding $300.0 million borrowings at the principal amount plus accrued interest of $5.5 million. The Amended and Restated Credit Agreement contains a financial performance covenant requiring that the Company maintain a consolidated net leverage ratio, measured as of the last day of each fiscal quarter, of no greater than 3.25 to 1.00. We were in compliance with all debt covenants at September 30, 2025. 2026.
Source: Item 7, 10-K 0000038777-26-000289 vs Item 7, 10-K 0000038777-25-000238
Risk Factors 82 words changed in this paragraph; it is 71% similar to last year's version.
Due to market volatility, reputational harm or other events or conditions described above, our funds may need to sell securities or instruments that they hold, possibly at a loss, or draw on any available lines of credit, to obtain cash to maintain sufficient liquidity or settle redemptions, or settle in-kind with securities held in the applicable fund. While we have no legal or contractual obligation to do so, we have in the past provided, and may in the future at our discretion provide, financial support to our funds to enable them to maintain sufficient liquidity in any such event. Changes in investor preferences regarding our more popular products have in the past caused, and could in the future cause, sizable redemptions and lower the value of our AUM, which would result in lower revenue and operating results. Increased market volatility and changes in investor preferences also increase the risk of fund closures. Any decrease in the level of our AUM resulting from market declines, credit or interest rate volatility or uncertainty, increased redemptions or other factors could negatively impact our revenues and income.
Source: Item 1A, 10-K 0000038777-26-000289 vs Item 1A, 10-K 0000038777-25-000238
Accounting Policies 32 words changed in this paragraph; it is 71% similar to last year's version.
Cash and Cash Equivalents primarily consist of nonconsolidated sponsored money market funds and deposits with financial institutions and are carried at cost. Due to the short-term nature and liquidity of these financial instruments, their carrying values approximate fair value. Cash equivalents also include investments in money market funds held in connection with the Company's deferred compensation plans. These amounts are restricted in use and are not available for general operating purposes.
Source: Item 8, Note 1 – Significant Accounting Policies, 10-K 0000038777-26-000289 vs Item 8, Note 1 – Significant Accounting Policies, 10-K 0000038777-25-000238
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of BEN's Risk Factors and MD&A, 10-K 2026-11-09 against 10-K 2025-11-10. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldRewordedRisk Factors
Regulators could also change their policies or laws in a manner that might restrict or otherwise impede our ability to offer our services and products in their respective markets, or we may be unable to keep up with, or adapt to, the ever changing, complex regulatory requirements in such jurisdictions or markets, which could further negatively impact our business.
RewordedRisk Factors
(i) material financial loss or costs, (ii) delays in clients’ ability to access account information or in our ability to process transactions, (iii) the unauthorized disclosure or
RewordedRisk Factors
The investment 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 core equities and fixed income strategies towards alternative, passive and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions developing fewer relationships and partners and reducing the number of investment managers they work with; increased regulatory activity and scrutiny of many aspects of the investment management industry, including transparency/unbundling of fees, inducements, conflicts of interest, capital, liquidity, solvency, leverage, operational risk management, controls and compensation; 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 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; and the growing use of AI and digital asset markets that remain subject to substantial volatility and volatility, significant regulatory uncertainty. uncertainty and potential misuse by illicit actors.
RewordedRisk Factors
Although we take protective measures, including measures to secure and protect information through system security technology and our internal security procedures, as well as measures to assess third-party provider security posture and controls, and maintain insurance coverage for cybersecurity incidents, we can provide no assurance that any of these measures or coverage will prove effective adequate or effective, or comply with evolving information security standards, particularly given the evolving expanding nature and sophistication of cyber and technology threats and attacks.
RewordedRisk Factors
We are subject to the risk that our personnel, contractors, vendors and other third parties may deliberately or recklessly circumvent or violate our controls to commit fraud against our business, products and/or client accounts, pay or solicit bribes, or otherwise act in ways inconsistent with our controls, policies, workplace culture and business principles.
RewordedRisk Factors
For example, regional conflicts such as the ongoing Ukraine-Russia and Middle East wars and/or conflicts and tensions may continue to develop and/or and expand globally and significantly impact the global economy and financial markets, which may have an adverse effect on our investment performance and flows in certain products.
RewordedRisk Factors
Any disruptions, inaccuracies, mismanagement, delays, theft, systems failures, data security or privacy breaches, cybersecurity threats, incidents, attacks, individual or brand impersonations, or other cyber-related fraud, or other security breaches in these and other processes, could subject us to significant legal and regulatory issues, client dissatisfaction dissatisfaction, attrition and financial losses losses, and damage our reputation.
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RewordedRisk Factors
Globally, courts and courts, regulatory agencies and legislative bodies are developing approaches to dealing with AI-related issues, which creates uncertainty around the use of the technology.
RewordedRisk Factors
Certain key regulatory reforms and proposals in the U.S. and other jurisdictions that may impact or relate to our business, and may cause us to incur additional obligations, include regulatory matters related to public company disclosure requirements, antitrust rules and disclosure, cybersecurity disclosure, sustainability, privacy and data protection, SIFIs, financial products, fiduciary and fund-related reforms, digital assets, proxy voting, tax compliance, and other investment management disclosure and compliance requirements.
RewordedRisk Factors
Declines in global economic markets have periodically resulted, and may continue to in the future result, in significant decreases in our AUM, revenues and income, and future declines may further negatively impact our financial results.
RewordedRisk Factors
While we maintain a significant portion of our operations in the U.S., we also provide services and earn revenues in Asia-Pacific; jurisdictions around the world.
Quiet changesRisk Factors
Further, although we may offer certain many types of ETFs, to the extent that there is a trend among existing or potential clients in favor of lower-fee index and other ETFs, it may favor our competitors who may offer such products that are more established or on a larger scale than we do.
Quiet changesRisk Factors
As with all investment management companies, our activities are highly regulated in almost all the countries in which we conduct business.
AddedMD&A
On October 1, 2025, we acquired Apera Asset Management (“Apera”), a pan-European private credit firm.
AddedMD&A
1Beginning in fiscal year 2026, non-fee generating uncalled capital commitments, which were previously included in net market change, distributions, and other, are reflected in long-term inflows in the period the capital is committed. Prior periods have not been revised to reflect the current presentation.
AddedMD&A
1Beginning in fiscal year 2026, non-fee generating uncalled capital commitments, which were previously included in net market change, distributions, and other, are reflected in long-term inflows in the period the capital is committed. Prior periods have not been revised to reflect the current presentation.
AddedMD&A
1Effective in fiscal year 2026, Cayman-domiciled money market fund assets are included in United States reflecting the underlying investor base. This change resulted in an 11% reduction of AUM in the Americas, excluding U.S.
AddedMD&A
2Effective January 1, 2026, Asia-Pacific includes India. Prior periods have been revised to reflect the current presentation.
AddedMD&A
(in millions) 2026 vs. 2025 2025 vs. 2024 for the fiscal years ended September 30, 2026 2025 2024 Investment and other income, net: Dividend and interest income $ 157.3 $ 141.4 $ 176.9 11 (20 Gains (losses) on investments, net 13.0 (37.6) 57.6 NM NM Income from investments in equity method investees 90.8 78.0 137.5 16 (43 Losses on crypto assets, net (19.4) — — NM NM Rental income 45.6 44.1 43.7 3 1 Foreign currency exchange gains (losses), net 5.1 (11.6) (19.9) NM (42 Other, net 56.1 (1.5) (0.3) NM 400 Investment and other income, net 348.5 212.8 395.5 64 (46 Interest expense (95.1) (94.9) (97.2) 0 (2 Investment and other income of consolidated investment products, net 512.4 108.4 149.9 373 (28 Expenses of consolidated investment products (39.3) (43.6) (32.6) (10 34 Other income, net $ 726.5 $ 182.7 $ 415.6 298 (56
AddedMD&A
On December 11, 2025, we entered into a Joinder and Commitment Increase Agreement (the “Joinder Agreement”) which amended the Amended and Restated Revolving Credit Agreement dated April 30, 2025. Pursuant to the Joinder Agreement, aggregate commitments increased by $400.0 million to $1.5 billion. On July 30, 2026, we entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), which, among other things, extended the maturity of the revolving credit facility to July 30, 2031. The Credit Agreement provides for a five-year revolving credit facility with $1.5 billion of aggregate commitments and an option to increase the commitments by a maximum of $500.0 million. We expect to utilize the Credit Agreement periodically as part of our normal operations.
AddedMD&A
We performed a qualitative annual impairment test for goodwill and all indefinite-lived intangible assets as of August 1, 2026 and concluded it was more likely than not that the fair values of the reporting unit and the indefinite-lived intangible assets exceed their carrying values.
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RewordedMD&A
Net (income) loss of consolidated investment products¹ (1.4) 7.6 (3.9) 8.0 Acquisition-related retention 75.1 162.4 263.6 164.9 Other acquisition-related expenses 68.9 61.6 107.0 70.4 Amortization of intangible assets 198.4 406.5 338.2 341.1 Impairment of intangible assets 33.0 226.6 389.2 — Special termination benefits 204.5 69.7 75.8 63.2 Net gains losses (gains) on deferred compensation plan investments not offset by compensation and benefits expense 4.0 (3.3) (13.9) (15.5) Unrealized investment gains losses (gains) 10.4 (57.7) (51.5) (2.6) Interest expense for amortization of debt premium (12.8) (19.9) (24.4) (25.4) Net compensation and benefits expense related to minority interests in certain subsidiaries not offset by net income attributable to redeemable noncontrolling interests 35.2 26.4 3.5 0.1 Charges related to significant regulatory settlements 100.0 — — Net income tax expense of adjustments (148.0) (209.0) (271.7) (154.8) Adjusted net income $ 1,642.6 $ 1,195.8 $ 1,276.7 $ 1,332.2 Diluted earnings per share $ 1.97 $ 0.91 $ 0.85 $ 1.72 Adjusted diluted earnings per share 3.07 2.22 2.39 2.60
RewordedMD&A
Incentive compensation increased $62.9 $85.4 million in fiscal year 2025, 2026, primarily due to higher bonus expense based on our annual performance, higher performance fee compensation, one additional quarter of expenses related to Putnam, higher annual acceleration of deferred compensation expense related to retirement-eligible employees and higher sales related commissions, partially offset by lower incentive compensation at certain specialist investment managers. sales-related commissions.
RewordedMD&A
Net cash provided by operating activities increased decreased in fiscal year 2025 2026 primarily due to higher net income adjusted for non-cash items and purchases of investments by consolidated investment products partially offset by an increase in accounts payable payable, accrued expenses and accrued expenses, partially offset by higher payments for incentive compensation and income taxes. other liabilities.
RewordedMD&A
Salaries, wages and benefits increased $37.4 $23.5 million in fiscal year 2025 2026 primarily due to annual salary increases increases, higher post-retirement benefit costs and one additional quarter compensation expenses associated with the acquisition of expenses related to Putnam, Apera, partially offset by the impact of headcount reductions resulting savings from costs savings cost reduction initiatives.
RewordedMD&A
Asset-based expenses increased $115.7 $163.8 million in fiscal year 2025 2026 primarily due to one additional quarter of expenses related to Putnam products, an increase of 3% 6% in the related average AUM AUM, a higher mix of equity funds, non-U.S. multi-asset funds and U.S. alternative funds, which incur higher fees, and higher marketing support fees.
RewordedMD&A
Net cash used in investing activities decreased increased as compared to the prior year primarily due to lower higher net purchases of investments by collateralized loan obligations (“CLOs”) and lower payments of deferred consideration liabilities in the current year partially offset by net purchases consolidation of our investments CIPs as compared to net liquidations in the prior year and net impact of an acquisition deconsolidation in the prior year.
RewordedMD&A
AUM decreased $17.4 increased $133.9 billion or 1% 8% during fiscal year 2025 2026 primarily due to $97.4 $84.1 billion of long-term net outflows, inflows, inclusive of $141.9 $11.7 billion of long-term net outflows at Western Asset Management (“WAM”), partially offset by the positive impact of $67.6 $46.4 billion of net market change, distributions and other, other and $12.6 $6.2 billion from acquisitions, partially offset by the $2.8 billion of cash management net inflows. outflows.
RewordedMD&A
Elimination of operating revenues upon consolidation of investment products¹ 68.2 50.7 47.4 37.5 Acquisition-related retention 75.1 162.4 263.6 164.9 Compensation and benefits expense from gains on deferred compensation, net 41.3 23.4 50.5 20.3 Other acquisition-related expenses 63.3 41.4 97.4 50.2 Amortization of intangible assets 198.4 406.5 338.2 341.1 Impairment of intangible assets 33.0 226.6 389.2 — Special termination benefits 204.5 69.7 75.8 63.2 Compensation and benefits expense related to minority interests in certain subsidiaries 59.7 55.4 43.4 44.3 Charges related to significant regulatory settlements 100.0 — — Adjusted operating income $ 2,019.4 $ 1,640.2 $ 1,713.1 $ 1,823.8 Total operating revenues $ 9,415.3 $ 8,770.7 $ 8,478.0 $ 7,849.4 Add (subtract):
RewordedMD&A
The current year income was largely related to various global alternative, equity and multi-asset funds, while the prior year income was largely related to various global alternative, fixed income and multi-asset funds, partially offset by losses on global equity funds, while the prior year income was largely related to various equity, fixed income and multi-asset funds.
RewordedMD&A
Other compensation and benefits decreased $21.2 increased $153.6 million in fiscal year 2025, 2026, primarily due to lower higher termination benefits and net market gains on investments related to our deferred compensation plans and a decrease in special termination benefits, partially offset by an increase in compensation related to minority interests. plans.
RewordedMD&A
Shareholder servicing fees increased $35.2 $24.9 million in fiscal year 2025, 2026, primarily due to one additional quarter of fees earned by Putnam and higher levels of related AUM, partially offset by lower AUM and increased revenue related to fees determined earned on a contractual margin. basis.
RewordedMD&A