SEI Investments Company (SEIC) Risk Analysis

We may be subject to shareholder activism, which can cause material disruption to our business. Activist campaigns often focus on operational changes and governance issues, and their global expansion increases risks for multinational firms. Such efforts could result in substantial costs, diversion of management attention, and adverse impacts on stock price. Additionally, ESG ratings by third-party organizations may influence brand perception in ways we cannot control.

Our earnings and cash flows are subject to volatility driven by multiple factors, including the performance of LSV Asset Management (LSV), in which we maintain a minority ownership interest. LSV is a significant contributor to our earnings, and we also receive partnership distribution payments from LSV on a quarterly basis that contribute to our operating cash flows. Volatility in the capital markets or poor investment performance by LSV, whether on a relative or absolute basis, could result in a significant reduction in its assets under management and revenues, as well as a decline in performance fees. In addition, our earnings and cash flow may be impacted by regulatory capital requirements applicable to certain subsidiaries, which may restrict the amount of capital available for distribution to the holding company. We also engage in strategic investments and acquisitions, such as our recent acquisition of Stratos, which require significant upfront expenditures and may not generate anticipated returns within expected timeframes. These factors, combined with potential increases in technology modernization costs and global expansion initiatives, could result in fluctuations in our earnings and operating cash flows. Failure to manage these risks effectively may negatively impact our financial condition and results of operations.

Changes in interest rates, currency exchange rates, or tax laws could adversely affect our financial condition and operating results. While interest rates have recently declined, future movements, whether upward or downward, may impact our business. Rising rates could negatively affect the value of our fixed-income investment securities, including Government National Mortgage Association (GNMA) mortgage-backed securities held to satisfy regulatory requirements. Conversely, declining rates may reduce yields on cash balances and fixed-income investments, compress margins, and increase reinvestment risk. Currency fluctuations could negatively affect our revenues and earnings as we expand globally and operate in multiple jurisdictions. Additionally, changes in tax laws or interpretations of existing tax regulations may adversely affect our effective tax rates and future results of operations. We are subject to examinations by tax authorities in various jurisdictions, and the outcome of these examinations could result in additional tax liabilities. There can be no assurance that changes in interest rates, currency movements, or tax regulations will not have a material adverse effect on our business, financial condition, or results of operations.

Our business is subject to risks arising from liquidity constraints. Maintaining adequate liquidity is crucial to our business operations, including transaction settlement and custody requirements. Liquidity risk may arise in periods of market stress, particularly in alternative investments such as private credit, infrastructure, and other illiquid asset classes. We may sometimes be required to fund timing differences arising from the delayed receipt of client funds associated with the settlement of client transactions in securities markets which could negatively impact liquidity. These timing differences are funded either with internally generated cash flow or, if needed, with funds drawn under our revolving credit facilities. Failure to effectively manage liquidity risk or adapt to changing market conditions could result in reduced revenues, increased redemption activity, and reputational harm.

Our investment management business depends on the performance of our products and strategies. Poor investment returns, whether due to market conditions, underperformance relative to benchmarks or competitors, or errors in investment models, could reduce our ability to retain assets and attract new clients. This may lead to lower management and incentive fees. Client preferences are evolving rapidly toward: AI-driven strategies and hyper-personalized solutions, sustainable and ESG-focused investments and alternative asset classes such as private credit and infrastructure. Failure to adapt our offerings to these trends could result in asset outflows and fee compression. Additionally, increased competition from passive products and low-cost providers continues to exert downward pressure on fees.

We have transitioned certain previously outsourced or sub-advised investment functions to internal management, increasing our direct responsibility for portfolio oversight and operations. While insourcing can enhance control and reduce third-party costs, it also introduces greater operational complexity and execution risk. To manage these functions effectively, we must expand internal capabilities, systems, and governance. If our teams or processes fail to meet required standards, we could experience investment underperformance or operational errors that directly affect clients. This shift creates new fixed costs and operational challenges, such as trading errors, valuation inaccuracies, or compliance failures. Without robust internal controls and specialized talent, we risk regulatory sanctions, client dissatisfaction, and reputational harm. In short, by internalizing sub-advisor functions, we assume greater direct risk for investment outcomes and operational integrity, and any failure in these areas could materially harm our performance and reputation.

We are exposed to risks associated with tokenization of assets. We are exploring tokenization of funds and other financial instruments to enhance efficiency and transparency. Tokenization relies on distributed ledger technology (DLT), which introduces unique risks, including uncertain and evolving regulatory frameworks across jurisdictions, custody and settlement challenges for tokenized assets, cybersecurity vulnerabilities in smart contracts and digital wallets, and liquidity and valuation risks in markets that lack depth or standardized practices. Integration with existing platforms and legacy systems may present operational challenges and increase costs. Smart contracts, which govern tokenized transactions, may contain errors or vulnerabilities and their enforceability under current legal frameworks remains uncertain. Divergent regulatory regimes across global markets could create compliance burdens and limit scalability. Tokenization also introduces custody risks related to private key management, and failures in these controls could result in irreversible asset loss. Market adoption may be slower than anticipated, and liquidity constraints could impair the economic viability of tokenized products. Additionally, reliance on third-party blockchain platforms and service providers exposes us to operational and cybersecurity risks beyond our direct control. Tokenization may also increase exposure to financial crime risks, requiring enhanced AML and KYC compliance measures. Failure to address these challenges could adversely affect our ability to launch or scale tokenization initiatives, impair client confidence, and expose us to financial and reputational harm.

. Growth of our business may increase costs and regulatory risks. Expanding platforms, integrating acquisitions, and partnering with other firms present financial, managerial, and operational challenges. Significant expenses may arise from these initiatives, and profitability could suffer if revenues do not offset associated costs. As we expand digital capabilities, including payment solutions, we face heightened cybersecurity and fraud risks. Increased digital transactions elevate threats of data breaches, identity theft, and sophisticated cyberattacks, which could result in financial losses and reputational harm. Expansion also requires enhanced compliance, risk management, and internal controls, as well as additional personnel. Failure to implement adequate procedures could expose us to material losses or regulatory sanctions. Strategic acquisitions introduce further risks, including demands on employees, new regulatory requirements, technology integration challenges, potential impairment of goodwill or intangible assets, and undisclosed liabilities. Subsidiary expansions in areas without a primary regulator, yet subject to SEC and FFIEC oversight, create unique governance and compliance challenges. Aligning technology infrastructure with evolving regulatory expectations may require significant investment and operational changes. Our growth strategy includes broadening our presence in the EMEA region and entering new geographic markets, such as the APAC region, which presents opportunities but also introduces additional complexity. Broadening our presence in EMEA and expansion into APAC requires navigating diverse regulatory environments, cultural differences, and operational scalability challenges. These efforts may involve significant upfront investment and could take time to achieve profitability. Furthermore, if we fail to close or restructure underperforming or unprofitable locations promptly, we may incur ongoing costs that negatively impact margins and overall financial performance. Certain initiatives may involve new markets, asset classes, and counterparties outside our traditional base, exposing us to unfamiliar risks, greater regulatory scrutiny, and reputational concerns. Failure to manage these risks effectively could result in decreased earnings, regulatory sanctions, financial losses, and harm to our competitive position in an increasingly complex and rapidly evolving financial services landscape.

We have undertaken a major internal offshoring initiative by establishing a Global Capability Center (GCC) in India to improve efficiency and access specialized talent. While this strategy offers potential benefits, it also introduces significant new risks to our operations and financial performance. Operating a captive center in India introduces an obligation to navigate different local laws and regulations, manage cultural and communication differences (including coordination across time zones), and ensure effective remote supervision, all of which can impede smooth collaboration and control. In addition, the GCC's activities are exposed to external risks in the region, such as geopolitical uncertainties, shifts in local regulatory policy, or economic instability. Such factors could disrupt our business processes or unexpectedly increase operating costs. We also depend heavily on local infrastructure and technology systems at the GCC. These systems may be vulnerable to outages, cyber-security threats, natural disasters, or other disruptions beyond our direct control. Any significant interruption in our India center's operations, for example, a prolonged network blackout, political unrest, or a security breach, could impair our ability to serve clients in a timely and reliable manner. This, in turn, might lead to reputational damage, client dissatisfaction, and financial losses. The success of our GCC strategy also hinges on human capital factors principally, our ability to attract and retain skilled employees in India. The technology and financial services labor market in India is competitive, and demand for experienced professionals may outpace supply. As a result, we risk facing staff attrition or upward pressure on wages, which could erode the cost advantages we sought through offshoring. If turnover at the GCC is higher than expected, we could lose critical knowledge and see productivity decline, while having to incur higher recruitment and training costs. Additionally, we must effectively integrate GCC's operations with our global processes and maintain the same quality and compliance standards as in our other locations. Managing a geographically distant team requires considerable effort in knowledge transfer, process alignment, and quality control. Any failure to synchronize the India center's activities with our broader operations or drop in the quality of services provided by the GCC, could undermine our overall efficiency and client service levels. Significant problems with the GCC could have a material adverse effect on our business operations, financial condition, and results of operations.

Our ability to derive value from mergers, acquisitions, and strategic partnerships is uncertain, especially when integrating large or cross-border transactions. If we cannot smoothly combine acquired businesses into our operations, we may fail to realize expected benefits, and our financial results could suffer. We have pursued acquisitions, divestitures, joint ventures, and alliances as part of our growth strategy, and each such deal carries significant risks and uncertainties. Combining or separating business units is inherently complex: we must merge or carve out accounting and data systems, align management controls, and integrate relationships with clients, counterparties, and vendors. Large acquisitions can strain our resources and attention, particularly if they involve geographically dispersed operations or partial ownership structures. In some cases, we acquire less than 100% of a company or enter joint ventures, which means we rely on systems and personnel we don't fully control and must cooperate with outside partners. Any conflicts or disagreements with joint venture or minority partners can further complicate decision making and undermine the intended benefits of the deal. There is also no guarantee that transactions will yield the synergies or strategic objectives anticipated. If we fail to integrate an acquired business effectively, or if a divestiture or restructuring proves more costly or complicated than expected, our operations and financial condition could be materially and adversely affected. The risks are amplified for acquisitions that expand our geographic footprint or involve cross-border operations. Integrating a business in a new geography requires managing teams, systems, and facilities that are geographically separated, and it demands blending different corporate cultures and business practices. We must also ensure compliance with foreign laws and regulatory requirements, which may be quite different from those in our home market. Cross-border deals introduce currency exchange risk (e.g., if the local currency fluctuates against the U.S. dollar) and can expose us to differences in how intellectual property rights are enforced, local market consumer preferences, and other nuances of operating in a new region. Moreover, general economic or political conditions in the new territory can impact the success of the acquisition – for instance, if a country's economy weakens or its regulatory climate shifts, the business we bought there might underperform expectations. All these factors can make it harder to achieve the growth or efficiency goals that motivated the transaction in the first place. In 2025, we agreed to acquire a 57.5% majority stake in Stratos Wealth Holdings, a U.S.-based wealth management firm, for approximately $544.0 million. Stratos operates an extensive network of over 350 financial advisors and has an affiliate in Mexico that we have the opportunity to acquire and one which we expect to close in 2026, subject to satisfactory due diligence and regulatory approval. We formed SEI-Eclipse Holding Company, LLC (SEI-Eclipse) as the holding company for this partnership. The transaction involves significant integration risks, including consolidating financial statements, and aligning technology platforms, compliance processes, and service models, as well as managing cultural differences and retaining key talent. Cross-border complexities related to the Mexico affiliate that we may also acquire add regulatory and operational challenges. Failure to integrate effectively, consolidate financial statements in a timely and accurate manner,secure regulatory approvals, or retain advisors could delay or reduce financial benefits or anticipated synergies. Stratos continues to operate under its existing brand, with its executive management team having control over the exercise of certain minority interest and governance rights, which may limit our ability to fully control integration. More broadly, acquisitions carry inherent risks, including unforeseen liabilities, technology gaps, and resource diversion. If integration costs exceed expectations or synergies do not materialize, our business, financial condition, and results of operations could be adversely affected.