Divestitures

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Divestitures

Divestitures

Divestitures

On November 22, 2022, AB and SocGen, announced plans to form a joint venture combining their respective cash equities and research businesses (the “Initial Plan”). In the Initial Plan, AB would own a 49% interest in the global joint venture and SocGen would own a 51% interest, with an option to reach 100% ownership after five years.

During the fourth quarter of 2023, AB and SocGen negotiated a revised plan (the "Revised Plan") to form a global joint venture with two joint venture holding companies, one outside of North America ( the "ROW JV") and one within North America ("NA JV", and together the "JVs"). Effective April 1, 2024 (the "Initial Close"), AB and SocGen completed their previously announced transaction in accordance with the Revised Plan. As of December 31, 2025, AB owned a 66.7% majority interest in the NA JV while SocGen owned a 51% majority interest in the ROW JV. While AB owned a majority of the NA JV, the structure of the Board of Directors of the NA JV, which includes two independent directors, in addition to four directors from AB and three directors from SocGen, precludes AB’s control of the Board thereby permitting deconsolidation of the BRS business. AB maintains an equity method investment in each of the JVs and reports on the performance of the two JV holding companies on a combined basis.

As a result of the greater value of the business AB contributed to the JVs, SocGen paid AB $304.0 million in cash to equalize the value of the contributions by AB and SocGen to the JVs. The cash payment of $304.0 million included $102.6 million of prepaid consideration for an option, exercisable by AB during the next five years, that would result in SocGen having a 51% ownership of the NA JV (the "AB option") and bringing the transaction ownership terms back in line with the Initial Plan. AB's option could only be exercised upon receipt of appropriate regulatory approvals. During the third quarter of 2025, appropriate regulatory approval for SocGen to increase its ownership to 51% was received and AB issued formal notice of its intent to exercise the AB option.

During 2024, AB deconsolidated the BRS business and retained the Bernstein Private Wealth Management business within its existing U.S. broker dealer, SCB LLC. AB’s Private Wealth Management business continues to operate through SCB LLC and SCB LLC continues to serve as custodian for substantially all Private Wealth assets under management. AB continues to serve as investment adviser to these Private Wealth clients. Further, we entered into certain transition service level agreements with the JVs in connection with the divestiture of the BRS business. For the year ended December 31, 2025 and 2024, we provided services and recognized revenues of $34.7 million and $37.8 million, respectively, associated with these transition services agreements.

The net carrying amount of the BRS business assets and liabilities included in the sale as of April 1, 2024 was $312.1 million and consisted of the following:

	April 1, 2024
		(in thousands)
Cash and cash equivalents		$	338,226
Receivables, net:
Brokers and dealers		31,427
Brokerage clients		2,817
Other fees		14,719
Investments		9,555
Furniture and equipment, net		5,472
Other assets		44,751
Right-of-use assets		4,422
Intangible assets		3,850
Goodwill		159,826
Total assets sold		$	615,065
Payables:
Brokers and dealers		$	15,271
Brokerage clients		14,110
AP and Accrued Expenses		134,979
Other liabilities		10,370
Accrued compensation and benefits		42,069
Debt		86,200
Total liabilities sold		$	302,999

As a result of the sale, we recognized a pre-tax gain of $134.6 million during the second quarter of 2024, calculated as follows:

	April 1, 2024
	(in thousands)
Cash proceeds		$	303,980
Fair value of equity interest in the JVs		283,871
Net carrying amount of assets and liabilities divested		(312,066)
Consideration for future put option to be exercised by AB		(102,550)
Cumulative translation losses		(10,197)
Reorganization costs		(28,483)
Pre-tax gain on divestiture		$	134,555

During 2024, we deconsolidated approximately $312.1 million of net assets and liabilities of the BRS business and contributed those assets and liabilities to the JVs. We recorded an initial investment in the JVs, at fair value of $283.9 million. The fair value of the equity method investments was determined using a dividend discount model whereby a forecast of net income attributable to each of the JVs is discounted using an estimated cost of capital to determine the present value of expected future dividends.

In addition, during 2024, we recorded a liability in accounts payable and accrued expenses on the consolidated statement of financial condition of approximately $102.6 million, based on the negotiated terms of the Revised Plan, related to the AB option. For discussion on our accounting policy related to investments in unconsolidated joint ventures, see Note 2 Significant Accounting Policies.

The net cash contributed at transaction close as of April 1, 2024 from the divestiture of the BRS business as presented under Cash Flows from Investing Activities represents the cash portion of the sale consideration, which was determined as the fair value of the sale consideration, adjusted by the cash transferred to the joint ventures and direct costs to sell. The following table summarizes the different components of the initial business divestiture presented under cash flows from investing activities:

	December 31, 2024
	(in thousands)
Cash proceeds from buyer		$	303,980
Initial cash contributed to joint ventures from transferring balance sheet		(338,226)
Direct costs to sell		(5,950)
Cash outflow from divestiture		$	(40,196)

Included in the initial cash contribution to the joint ventures was approximately $69.1 million of prefunded cash received from SocGen in advance of closing due to certain banking holidays in the U.S. and internationally. The $69.1 million was included in held for sale cash as of March 31, 2024 with an offsetting liability recorded in accounts payable and accrued expenses in held for sale liabilities on the consolidated statement of financial condition. At transaction close, AB contributed this cash to the joint ventures on behalf of SocGen.

Subsequent Event

Effective January 1, 2026 AB entered into an Amended and Restated Shareholder agreement with SocGen (the "Amendment Agreement") and exercised the AB option to deliver a 17.7% interest in the NA JV to SocGen resulting in AB owning a 49% interest in the NA JV and SocGen having a majority interest of 51% in the NA JV. The prepaid consideration received was in excess of the carrying value of the 17.7% equity in the NA JV resulting in an estimated gain of $48.4 million recognized in the first quarter of 2026.

Subsequent to the Amendment Agreement, on January 1, 2026, AB entered into a Contribution Agreement (the "Contribution Agreement") with SocGen, to bring the ownership back in line with the intent of the Initial Plan. Prior to the Contribution Agreement, SocGen and AB had a 51% and 49% interest in both JVs, respectively. Under the Contribution Agreement AB contributed its 49% interest in NA JV, and SocGen contributed its 51% interest in NA JV, for an equal interest in newly issued shares of ROW JV resulting in a single JV comprised of the operations and interest of both JVs (the "AB/SG JV"). AB still maintains its additional option to sell its ownership interests in the AB/SG JV to SocGen after five years from the Initial Close, at the fair market value of AB’s interests in the AB/SG JV, subject to regulatory approval.

Effective January 1, 2026 SocGen increased its ownership of the NA JV to 51% and the BIS Credit Facility and the Canadian Regulatory Guarantee were terminated. See Note 14 Commitments and Contingencies for further discussion of the BIS credit facility and Canadian Regulatory Guarantee.