Invesco IVZ · USD

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)AmericasAPACEMEATotalFor the year ended December 31, 2025Total 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, 2024Total 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, 2023Total 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.

COMMITMENTS AND CONTINGENCIESCommitments 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.

DEBTThe 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, 2025December 31, 2024(in millions)Carrying Value (4)Fair ValueCarrying 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, 2026499.9 499.5 499.3 494.5 $400.0 million 5.375% - due November 30, 2043391.6 385.8 391.3 391.7 Term Loan Agreement: (3)$500.0 million - due May 16, 2030495.9 497.2 — — 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.

COMMON SHARE-BASED COMPENSATIONThe 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.

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)202520242023Operating lease cost$67.2 $73.7 $75.4 Variable lease cost23.627.925.9Less: 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)20252024Cash 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.

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.

GOODWILL The table below details changes in the goodwill balance:(in millions)Net Book ValueJanuary 1, 2025$8,318.1 Foreign exchange222.6 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.

TAXATIONThe components of the company's income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 were as follows:(in millions)202520242023Current:Federal$152.5 $201.2 $164.0 State(44.2)51.3 42.7 Foreign72.4 38.5 32.8 180.7 291.0 239.5 Deferred:Federal$(292.0)$(19.3)$(235.3)State(101.7)(2.0)(44.1)Foreign8.4 (16.8)(29.8)(385.3)(38.1)(309.2)Total income tax expense (benefit)$(204.6)$252.9 $(69.7)A reconciliation between the income tax provision at the statutory U.S. federal income tax rate and the income tax provision at the effective tax rate per the Consolidated Statements of Income for the year ended December 31, 2025, after the adoption of ASU 2023-09, is as follows:(in millions)2025Income tax provision at the U.S federal statutory income tax rate (1)$(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 %Other3.6 (1.0)%Other foreign jurisdictions33.2 (8.8)%Worldwide changes in UTBs, including interest and penalties(38.9)10.3 %Nontaxable or nondeductible items5.2 (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:20242023(1)U.S. federal statutory income tax rate21.0 %21.0 %State taxes, net of federal tax effect3.9 %3.2 %Foreign tax rate differential(2.8)%11.1 %Income/(loss) attributable to noncontrolling interests in consolidated entities0.5 %(6.3)%Income/(loss) attributable to equity method investments in corporate joint ventures(1.3)%7.4 %Valuation allowance1.