Artisan Partners (APAM) Risk Analysis

Certain shares of common stock held by current employees are subject to a stockholders agreement, pursuant to which a stockholders committee has been granted an irrevocable voting proxy with respect to such shares. Shares held by an employee cease to be subject to the stockholders agreement upon termination of employment or if the stockholders agreement is terminated. The stockholders committee currently consists of Jason A. Gottlieb (Chief Executive Officer and President), Eric R. Colson (Executive Chair) and Charles J. Daley, Jr. (Chief Financial Officer). All shares subject to the stockholders agreement are voted in accordance with the majority decision of those three members providing the committee with approximately 9% of the aggregate voting power as of February 14, 2026. The consent of the holders of our Class A common units, voting as a single and separate class, is required for Holdings to engage in certain material corporate transactions, including a merger, consolidation, dissolution or sale of greater than 25% of the fair market value of Holdings' assets. These voting and class approval rights may enable the holders of Class A common units to prevent the consummation of transactions that may be in the best interests of the holders of our Class A common stock. In addition, because the majority of our pre-IPO owners, including certain members of APAM's board of directors (the "Board"), hold or held a portion of their ownership interests in our business through Holdings, rather than through APAM, these pre-IPO owners may have conflicting interests with holders of our Class A common stock. For example, our pre-IPO owners may have different tax positions from us which could influence their decisions regarding whether and when we should dispose of assets, whether and when we should incur new or refinance existing indebtedness, especially in light of the existence of the tax receivable agreements, and whether and when Artisan Partners Asset Management should terminate the tax receivable agreements and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration these pre-IPO owners' tax or other considerations even where no similar benefit would accrue to us.

The market price of our Class A common stock is significantly impacted by fluctuations in the broader equity markets and, as a result, has experienced and may continue to experience volatility in price and volume. In addition, a relatively concentrated number of institutional stockholders own our Class A common stock. If our larger stockholders decide to reduce or liquidate their positions, the trading volume of our Class A common stock may fluctuate and cause significant price variations to occur. If the market price of our Class A common stock declines significantly, investors may be unable to sell shares of Class A common stock at or above their purchase price, if at all. The market price of our Class A common stock may fluctuate or decline significantly in the future.

The market price of our Class A common stock could decline as a result of future sales of a large number of shares of our Class A common stock, or the perception that such sales could occur. These sales, or the possibility that such sales may occur, may make it more difficult for us to raise capital by selling equity securities in the future, at a time and price that we deem appropriate. We are party to a resale and registration rights agreement pursuant to which the shares of our Class A common stock issued upon exchange of limited partnership units, on a one-for-one basis, are eligible for resale. Such shares of Class A common stock may be transferred in accordance with the terms and conditions of the resale and registration rights agreement, which our Board may waive or modify at any time. As a result of such modifications, there is generally no limit on the number of shares of our Class A common stock that our limited partners may sell upon exchange of their limited partnership units. As of February 19, 2026, our Class A limited partners in the aggregate owned approximately 4.4 million Class A common units, Artisan Investment Corporation owned approximately 3.5 million Class D common units, our employee-partners in the aggregate owned 1.1 million Class B common units, and our former employee-partners owned 1.1 million Class E common units. We may also purchase limited partnerships units of Holdings at any time and may issue and sell additional shares of our Class A common stock to fund such purchases. We cannot predict the size of future issuances of our Class A common stock or the effect, if any, that such future issuances and sales may have on the market price of our Class A common stock. Sales or distributions of substantial amounts of our Class A common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may cause the market price of our Class A common stock to decline. Including the grant approved by the Board in January 2026, as of February 19, 2026, there were 5,216,341 outstanding unvested restricted share-based awards and 297,007 outstanding restricted stock units granted pursuant to our compensation plans for employees and non-employee directors, respectively. Awards granted under these plans remain in effect until they have vested or been forfeited in accordance with the terms of the applicable plan and award agreement. Once shares issued pursuant to these plans have vested, they will be eligible for sale in the public market.

Provisions in our restated certificate of incorporation, amended and restated bylaws and in the Delaware General Corporation Law, as well as the terms of our equity awards, may make it more difficult and expensive for a third party to acquire control of us even if a change of control would be beneficial to the interests of our stockholders. Those provisions include: - The right of certain classes of our capital stock to vote, as separate classes, on certain amendments to our restated certificate of incorporation and certain fundamental transactions. - The ability of our Board to determine to issue shares of preferred stock. - Advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a stockholders' meeting. - A limitation that, generally, stockholder action may only be taken at an annual or special meeting or by unanimous written consent. - A requirement that a special meeting of stockholders may be called only by our Board, the Chair of the Board or the Chief Executive Officer. - The ability of our Board to adopt, amend and repeal our amended and restated bylaws by majority vote, while such action by stockholders would require a super majority vote. - Except with respect to restricted share based awards held by our named executive officers which are double trigger, single trigger vesting upon a change in control. Prior to February 2019, our awards generally included double trigger vesting upon a change in control. The market price of our Class A common stock could be adversely affected to the extent that the above factors discourage or delay potential takeover attempts that our stockholders may favor.

Our restated certificate of incorporation provides that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders. Any person acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to this provision of our restated certificate of incorporation. This choice of forum provision may limit our stockholders' ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage lawsuits against such parties. Alternatively, if a court were to find the forum selection clause inapplicable to, or unenforceable in respect of, one or more actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.