filings.toolsAmeriprise Financial 10-K/A 2025-12-31
Filed 2026-03-12. 3 sections, 590K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
| UNITED STATES | ||||||||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||
| WASHINGTON, D.C. 20549 | ||||||||||||||
| FORM | 10-K/A | |||||||||||||
| (Amendment 1) |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||
| For the Fiscal Year Ended | December 31, 2025 | |||||||||||||
| OR | ||||||||||||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||
| For the Transition Period from_______________________to_______________________ |
| Commission File No. | 1-32525 |
| AMERIPRISE FINANCIAL, INC. | ||
| (Exact name of registrant as specified in its charter) |
| Delaware | 13-3180631 | |||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 1099 Ameriprise Financial Center | Minneapolis | Minnesota | 55474 | |||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (612) | 671-3131 |
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||
| Common Stock (par value $.01 per share) | AMP | New York Stock Exchange |
| Securities registered pursuant to Section 12(g) of the Act: None |
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | Yes | ☒ | No | ☐ |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. | Yes | ☐ | No | ☒ |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | Yes | ☒ | No | ☐ |
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | Yes | ☒ | No | ☐ |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||||||||
| Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | Non-accelerated Filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. | ☒ |
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | ☐ |
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | ☐ |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | ☒ |
The aggregate market value, as of June 30, 2025, of voting shares held by non-affiliates of the registrant was approximately $50.3 billion.
| Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. | ||||||||||||||
| Class | Outstanding at February 6, 2026 | |||||||||||||
| Common Stock (par value $.01 per share) | 91,178,997 shares |
DOCUMENTS INCORPORATED BY REFERENCE
Part III: Portions of the registrant’s Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on April 29, 2026 (“Proxy Statement”).
Ameriprise Financial, Inc.
EXPLANATORY NOTE
On February 19, 2026, Ameriprise Financial, Inc. (the “Company”) filed its annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “Original Filing”). This Amendment No. 1 on Form 10-K/A (the “Amendment”) is being filed solely to correct a typographical error in the Original Filing to reflect the correct “as-of” date for the effectiveness of internal control over financial reporting within the Report of Independent Registered Public Accounting Firm to be December 31, 2025. At the time of the Original Filing, the Company had received a manually signed opinion with the correct “as-of” date.
This Amendment includes Item 8 of Part II, “Financial Statements and Supplementary Data” in its entirety and without change from the Original Filing other than the correction of the “as-of” date of the internal control assessment within the Report of Independent Registered Public Accounting Firm; and Item 15 of Part IV, including Exhibit 23, which includes the updated consent of PricewaterhouseCoopers LLP to reference this Form 10-K/A.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of the Company’s Chief Executive Officer and Chief Financial Officer are filed herewith as Exhibit 31.1, Exhibit 31.2, and Exhibit 32 to this Amendment.
Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Original Filing. Further, this Amendment does not change any previously reported financial results, nor does it reflect subsequent events occurring after the filing date of the Original Filing. This Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the Securities and Exchange Commission.
Ameriprise Financial, Inc.
Item 8. Financial Statements and Supplementary Data
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Ameriprise Financial, Inc.
Opinions on the Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Ameriprise Financial, Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
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Item 15. Exhibits and Financial Statement Schedules
| (a) 1. | Financial Statements: The information required herein has been provided in Item 8, which is incorporated herein by reference. | |||||||
| 2. | Financial schedules required to be filed by Item 8 of this form, and by Item 15(b): Schedule I-Condensed Financial Information of Registrant (Parent Company Only) | |||||||
| Condensed Statements of Operations – December 31, 2025, 2024 and 2023 | 100 | |||||||
| Condensed Balance Sheets - December 31, 2025 and 2024 | 101 | |||||||
| Condensed Statements of Cash Flows – December 31, 2025, 2024 and 2023 | 102 | |||||||
| Notes to Condensed Financial Information of Registrant | 103 | |||||||
| All other financial schedules are not required under the related instructions, or are inapplicable and therefore have been omitted. | ||||||||
| 3. | Exhibits: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed certain agreements as exhibits to this Annual Report on Form 10-K/A. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon. The following exhibits are filed as part of this Annual Report on Form 10-K/A. The exhibit numbers followed by an asterisk (*) indicate exhibits electronically filed herewith. All other exhibit numbers indicate exhibits previously filed and are hereby incorporated herein by reference. |
| Exhibit | Description | ||||
| 3.1 | Amended Restated Certificate of Incorporation of Ameriprise Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, File No. 1-32525, filed on May 1, 2014). | ||||
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, File No. 1-32525, filed on April 26, 2024). | ||||
| 3.3 | Amended and Restated Bylaws of Ameriprise Financial, Inc. (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025). | ||||
| 4.1 | Description of Securities (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K, File No. 1-32525 filed on February 26, 2020). | ||||
| 4.2 | Form of Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to Form 10 Registration Statement, File No. 1-32525, filed on August 19, 2005). Other instruments defining the rights of holders of long-term debt securities of the registrant are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The registrant agrees to furnish copies of these instruments to the SEC upon request. | ||||
| 4.3 | Indenture dated as of October 5, 2005, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4(a) to the Registration Statement on Form S-3, File No. 333-128834, filed on October 5, 2005). | ||||
| 4.4 | Indenture dated as of May 5, 2006, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4.A to the Registration Statement on Form S-3ASR, File No. 333-133860, filed on May 5, 2006). | ||||
| 4.5 | Junior Subordinated Debt Indenture, dated as of May 5, 2006, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4.C to the Registration Statement on Form S-3ASR, File No. 333-133860, filed on May 5, 2006). | ||||
| 4.6 | Subordinated Debt Indenture, dated as of May 5, 2006, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4.B to the Registration Statement on Form S-3ASR, File No. 333-133860, filed on May 5, 2006). |
Ameriprise Financial, Inc.
| Exhibit | Description | ||||
| 10.1 | Amendment to Amend and Restate Credit Agreement as the Fifth Amended and Restated Credit Agreement, dated as of November 25, 2024, among Ameriprise Financial, Inc., as Borrower, the lenders party thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender and Issuing Lender, Bank of America, N.A. and Citibank, N.A. as Co-Syndication Agents, and Barclays Bank PLC, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and U.S. Bank National Association as Co-Documentation Agents, and Wells Fargo Securities, LLC, BofA Securities, Inc. and CitiGroup Global Markets Inc. as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 1-32525, filed on November 26, 2024). | ||||
| 10.2† | Ameriprise Financial 2005 Incentive Compensation Plan, as amended and restated effective April 30, 2014 (incorporated by reference to Exhibit B to the Proxy Statement for the Annual Meeting of Shareholders held on April 30, 2014, File No. 001-32525, filed on March 17, 2014). | ||||
| 10.3† | Ameriprise Financial 2005 Incentive Compensation Plan, as amended and restated (for awards made after April 26, 2023) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K File No. 1-32525, filed on April 28, 2023). | ||||
| 10.4† | Ameriprise Financial Deferred Compensation Plan, as amended and restated effective January 1, 2012 (incorporated by reference to Exhibit 10.3 of the Annual Report on Form 10-K, File No. 1-32525, filed on February 24, 2012). | ||||
| 10.5† | Ameriprise Financial Supplemental Retirement Plan, as amended and restated effective October 3, 2017 (incorporated by reference to Exhibit 10.4 of the Annual Report on Form 10-K, File No. 1-32525, filed on February 23, 2018). | ||||
| 10.6† | Ameriprise Financial Form of Award Certificate — Non-Qualified Stock Option Award (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005). | ||||
| 10.7† | Ameriprise Financial Form of Award Certificate — Restricted Stock Award (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005). | ||||
| 10.8† | Ameriprise Financial Form of Award Certificate — Restricted Stock Unit Award (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005). | ||||
| 10.9#† | Ameriprise Financial, Inc. 2026 Global Long-Term Incentive Award Program Guide | ||||
| 10.10#† | Senior Executive 2026 Global Long-Term Incentive Award Program Guide | ||||
| 10.11#† | Ameriprise Financial, Inc. Performance Cash Unit Supplement to the 2026 Global Long-Term Incentive Award Program Guide | ||||
| 10.12† | Ameriprise Financial Form of Award Certificate — Performance Cash Unit Plan Award (incorporated by reference to Exhibit 10.12 of the Annual Report on Form 10-K File No. 1-32525, filed on February 25, 2016). | ||||
| 10.13† | Ameriprise Financial, Inc Performance Share Unit Supplement to the Global Long-Term Incentive Award Program Guide (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025). | ||||
| 10.14† | Ameriprise Financial Form of Award Certificate — Performance Share Unit Plan Award (incorporated by reference to Exhibit 10.14 of the Annual Report on Form 10-K File No. 1-32525, filed on February 25, 2016). | ||||
| 10.15† | Ameriprise Financial Deferred Share Plan for Outside Directors, as amended and restated effective December 3, 2014 (incorporated by reference to Exhibit 10.15 of the Annual Report on Form 10-K File No. 1-32525, filed on February 24, 2015). | ||||
| 10.16† | CEO Security and Compensation Arrangements (incorporated by reference to Item 1.01 of the Current Report on Form 8-K, File No. 1-32525, filed on October 31, 2005). | ||||
| 10.17† | Ameriprise Financial Senior Executive Severance Plan, as amended and restated effective January 1, 2012 (incorporated by reference to Exhibit 10.17 of the Annual Report on Form 10-K, File No. 1-32525, filed on February 24, 2012). | ||||
| 10.18† | First Amendment to the Ameriprise Financial Senior Executive Severance Plan (incorporated by reference to Exhibit 10.40 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024). | ||||
| 10.19† | Form of Indemnification Agreement for directors, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer and any other officers designated by the Chief Executive Officer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 1-32525, filed on April 26, 2012). | ||||
| 10.20† | Ameriprise Financial Global Annual Incentive Award Plan, as amended and restated as of January 1, 2025 (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025). | ||||
| 10.21† | Threadneedle Deferral Plan (as amended and restated effective January 1, 2025) (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025). | ||||
| 10.22† | Deferred Stock Unit Award Certificate - Threadneedle Deferral Plan (incorporated by reference to Exhibit 10.26 of the Annual Report on Form 10-K File No. 1-32525, filed on February 25, 2022). | ||||
| 10.23† | Form of Deferred Stock Unit Award - Threadneedle Deferral Plan (incorporated by reference to Exhibit 10.27 of the Annual Report on Form 10-K File No. 1-32525, filed on February 25, 2022). | ||||
| 10.24† | Severance Plan for William Davies (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q File No. 1-32525, filed on May 2, 2023). |
Ameriprise Financial, Inc.
| Exhibit | Description | ||||
| 10.25† | Deferred Stock Unit Award Certificate - Threadneedle Deferral Plan (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q File No. 1-32525, filed on August 8, 2023). | ||||
| 10.26† | Deferred Stock Option Award Certificate - Threadneedle Deferral Plan (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q File No. 1-32525, filed on August 8, 2023). | ||||
| 10.27† | Form of Deferred Stock Option Award - Threadneedle Deferral Plan (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q File No. 1-32525, filed on August 8, 2023). | ||||
| 10.28† | Threadneedle Deferral Plan Deferred Stock Unit and Deferred Stock Option Programme Guide (incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025). | ||||
| 10.29† | Ameriprise Financial Form of Award Certificate - EMEA Performance Share Unit Plan Award (incorporated by reference to Exhibit 10.8 of the Quarterly Report on Form 10-Q File No. 1-32525, filed on August 8, 2023). | ||||
| 10.30† | Ameriprise Financial Form of Award Certificate - EMEA Performance Share Unit Plan Award (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024). | ||||
| 10.31† | Ameriprise Financial Form of Award Certificate - Performance Cash Unit Award (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024). | ||||
| 10.32† | Ameriprise Financial Form of Award Certificate - Performance Share Unit Award (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024). | ||||
| 10.33† | Ameriprise Financial Form of Award Certificate - Restricted Stock Award (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024). | ||||
| 10.34† | Ameriprise Financial Form of Award Certificate - Restricted Stock Unit Award (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024). | ||||
| 10.35† | Ameriprise Financial Form of Award Certificate - Non-Qualified Stock Option Award (for grants after April 26, 2023) (incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 22, 2024). | ||||
| 10.36† | Ameriprise Financial Form of Award Certificate - Performance Cash Unit Award (for grants after January 1, 2025) (incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025). | ||||
| 10.37† | Ameriprise Financial Form of Award Certificate - Performance Share Unit Award (for grants after January 1, 2025) (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025). | ||||
| 10.38† | Ameriprise Financial Form of Award Certificate - Restricted Stock Unit Award (for grants after January 1, 2025) (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025). | ||||
| 10.39† | Ameriprise Financial Form of Award Certificate - Non-Qualified Stock Option Award (for grants after January 1, 2025) (incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025). | ||||
| 10.40#† | Ameriprise Financial Form of Award Certificate - Performance Cash Unit Award (for grants after January 1, 2026) | ||||
| 10.41#† | Ameriprise Financial Form of Award Certificate - Performance Share Unit Award Certificate (for grants after January 1, 2026) | ||||
| 10.42#† | Ameriprise Financial Form of Award Certificate - Restricted Stock Unit Award Certificate (for grants after January 1, 2026) | ||||
| 10.43#† | Ameriprise Financial Form of Award Certificate - Non-Qualified Stock Option Award Certificate (for grants after January 1, 2026) | ||||
| 10.44† | Deferred Stock Unit Award Certificate - Threadneedle Deferral Plan (for grants after January 1, 2025) (incorporated by reference to Exhibit 10.39 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025). | ||||
| 10.45† | Deferred Stock Option Award Certificate - Threadneedle Deferral Plan (for grants after January 1, 2025) (incorporated by reference to Exhibit 10.40 to the Annual Report on Form 10-K, File No. 1-32525, filed on February 20, 2025). | ||||
| 13# | Portions of the Ameriprise Financial, Inc. 2025 Annual Report to Shareholders, which are furnished solely for the information of the SEC and are not to be deemed “filed.” | ||||
| 19.1 | Securities Trading Policy for Directors, Section 16 Officers and Executive Leadership Team (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K, file No. 1-32525, filed on February 20, 2025). | ||||
| 19.2 | Enterprise Securities Trading Policies (incorporated by reference to Exhibit 19.2 to the Annual Report on Form 10-K, file No. 1-32525, filed on February 20, 2025). | ||||
| 21# | Subsidiaries of Ameriprise Financial, Inc. |
Ameriprise Financial, Inc.
| Exhibit | Description | ||||
| 23* | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | ||||
| 24# | Powers of attorney | ||||
| 31.1* | Certification of James M. Cracchiolo pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | ||||
| 31.2* | Certification of Walter S. Berman pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | ||||
| 32* | Certification of James M. Cracchiolo and Walter S. Berman pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97 | Ameriprise Financial, Inc. Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K File No. 1-32525, filed on February 22, 2024). | ||||
| 101 | The following materials from Ameriprise Financial, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023; (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Balance Sheets at December 31, 2025 and 2024; (iv) Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (vi) Notes to the Consolidated Financial Statements. | ||||
| 104 | The cover page from Ameriprise Financial, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 is formatted in iXBRL and contained in Exhibit 101. | ||||
| ** Filed electronically herewith.* | |||||
| # Filed with the original Form 10-K on February 19, 2026 | |||||
| † Management contract or compensation plan or arrangement |
Ameriprise Financial, Inc.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERIPRISE FINANCIAL, INC.
Registrant
| Date: | March 12, 2026 | By | /s/ Walter S. Berman | ||||||||
| Walter S. Berman Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
| Date: | March 12, 2026 | By | /s/ James M. Cracchiolo | ||||||||
| James M. Cracchiolo Chairman and Chief Executive Officer (Principal Executive Officer and Director) |
| Date: | March 12, 2026 | By | /s/ Walter S. Berman | ||||||||
| Walter S. Berman Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
| Date: | March 12, 2026 | By | /s/ Dawn M. Brockman | ||||||||
| Dawn M. Brockman Senior Vice President and Controller (Principal Accounting Officer) |
Ameriprise Financial, Inc.
Schedule I - Condensed Financial Information of Registrant
(Parent Company Only)
Ameriprise Financial, Inc.
| Schedule I — Condensed Financial Information of Registrant Condensed Statements of Operations (Parent Company Only) | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Revenues | |||||||||||||||||
| Net investment income | $ | 78 | $ | 94 | $ | 77 | |||||||||||
| Other revenues | 8 | 11 | 5 | ||||||||||||||
| Total revenues | 86 | 105 | 82 | ||||||||||||||
| Banking and deposit interest expense | 34 | 35 | 35 | ||||||||||||||
| Total net revenues | 52 | 70 | 47 | ||||||||||||||
| Expenses | |||||||||||||||||
| Distribution expenses | 59 | 61 | 46 | ||||||||||||||
| Interest and debt expense | 150 | 144 | 138 | ||||||||||||||
| General and administrative expense | 253 | 328 | 306 | ||||||||||||||
| Total expenses | 462 | 533 | 490 | ||||||||||||||
| Pretax loss before equity in earnings of subsidiaries | (410) | (463) | (443) | ||||||||||||||
| Income tax provision | 205 | 182 | 142 | ||||||||||||||
| Loss before equity in earnings of subsidiaries | (615) | (645) | (585) | ||||||||||||||
| Equity in earnings of subsidiaries, net of tax | 4,178 | 4,046 | 3,141 | ||||||||||||||
| Net income | 3,563 | 3,401 | 2,556 | ||||||||||||||
| Other comprehensive income (loss), net of tax | 1,016 | (142) | 780 | ||||||||||||||
| Total comprehensive income (loss) | $ | 4,579 | $ | 3,259 | $ | 3,336 |
See Notes to Condensed Financial Information of Registrant.
Ameriprise Financial, Inc.
| Schedule I — Condensed Financial Information of Registrant Condensed Balance Sheets (Parent Company Only) | |||||||||||
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions, except share amounts) | |||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 961 | $ | 844 | |||||||
| Investments | 963 | 921 | |||||||||
| Loans to subsidiaries | 348 | 343 | |||||||||
| Due from subsidiaries | 340 | 273 | |||||||||
| Receivables | 20 | 26 | |||||||||
| Land, buildings, equipment, and software, net of accumulated depreciation of $707 and $779, respectively | 301 | 303 | |||||||||
| Investments in subsidiaries | 8,024 | 6,910 | |||||||||
| Other assets | 1,766 | 1,605 | |||||||||
| Total assets | $ | 12,723 | $ | 11,225 | |||||||
| Liabilities and Equity | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | 1,618 | $ | 1,422 | |||||||
| Due to subsidiaries | 354 | 347 | |||||||||
| Borrowings from subsidiaries | 506 | 756 | |||||||||
| Long-term debt | 3,077 | 2,842 | |||||||||
| Other liabilities | 619 | 630 | |||||||||
| Total liabilities | 6,174 | 5,997 | |||||||||
| Equity: | |||||||||||
| Common shares ($0.01 par value; shares authorized, 1,250,000,000; shares issued, 338,058,287 and 337,729,050, respectively) | 3 | 3 | |||||||||
| Additional paid-in capital | 10,377 | 10,141 | |||||||||
| Retained earnings | 27,662 | 24,713 | |||||||||
| Treasury shares, at cost (246,794,407 and 241,562,357 shares, respectively) | (30,601) | (27,721) | |||||||||
| Accumulated other comprehensive income (loss), net of tax, including amounts applicable to equity investments in subsidiaries | (892) | (1,908) | |||||||||
| Total equity | 6,549 | 5,228 | |||||||||
| Total liabilities and equity | $ | 12,723 | $ | 11,225 |
See Notes to Condensed Financial Information of Registrant.
Ameriprise Financial, Inc.
| Schedule I — Condensed Financial Information of Registrant Condensed Statements of Cash Flows (Parent Company Only) | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Cash Flows from Operating Activities | |||||||||||||||||
| Net income | $ | 3,563 | $ | 3,401 | $ | 2,556 | |||||||||||
| Equity in earnings of subsidiaries, net of tax | (4,178) | (4,046) | (3,141) | ||||||||||||||
| Dividends received from subsidiaries | 4,245 | 3,731 | 3,025 | ||||||||||||||
| Other operating activities, primarily with subsidiaries | 241 | 422 | 453 | ||||||||||||||
| Net cash provided by (used in) operating activities | 3,871 | 3,508 | 2,893 | ||||||||||||||
| Cash Flows from Investing Activities | |||||||||||||||||
| Available-for-Sale securities: | |||||||||||||||||
| Proceeds from sales | — | — | 4 | ||||||||||||||
| Maturities, sinking fund payments and calls | 66 | 55 | 43 | ||||||||||||||
| Purchases | (73) | (128) | (38) | ||||||||||||||
| Purchase of other investments | — | — | (10) | ||||||||||||||
| Proceeds from sales of land, buildings, equipment and software | 2 | — | — | ||||||||||||||
| Purchase of land, buildings, equipment and software | (47) | (59) | (87) | ||||||||||||||
| Contributions to subsidiaries | (330) | (145) | (324) | ||||||||||||||
| Return of capital from subsidiaries | 146 | 351 | — | ||||||||||||||
| Repayment of loans to subsidiaries | 3,858 | 3,406 | 1,992 | ||||||||||||||
| Issuance of loans to subsidiaries | (3,863) | (3,260) | (2,232) | ||||||||||||||
| Other, net | — | (1) | 2 | ||||||||||||||
| Net cash provided by (used in) investing activities | (241) | 219 | (650) | ||||||||||||||
| Cash Flows from Financing Activities | |||||||||||||||||
| Dividends paid to shareholders | (596) | (574) | (550) | ||||||||||||||
| Repurchase of common shares | (2,907) | (2,448) | (2,127) | ||||||||||||||
| Issuance of long-term debt, net of issuance costs | 741 | — | 1,335 | ||||||||||||||
| Repayments of long-term debt | (510) | (561) | (760) | ||||||||||||||
| Borrowings from subsidiaries | 193 | 726 | 1,003 | ||||||||||||||
| Repayments of borrowings from subsidiaries | (472) | (586) | (951) | ||||||||||||||
| Other, net | 38 | 41 | (35) | ||||||||||||||
| Net cash provided by (used in) financing activities | (3,513) | (3,402) | (2,085) | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents | 117 | 325 | 158 | ||||||||||||||
| Cash and cash equivalents at beginning of period | 844 | 519 | 361 | ||||||||||||||
| Cash and cash equivalents at end of period | $ | 961 | $ | 844 | $ | 519 | |||||||||||
| Supplemental Disclosures: | |||||||||||||||||
| Interest paid on debt | $ | 142 | $ | 148 | $ | 129 | |||||||||||
| Income taxes paid, net | 343 | 179 | 233 | ||||||||||||||
| Federal | 278 | 147 | 193 | ||||||||||||||
| State and local | 65 | 32 | 40 | ||||||||||||||
| New York | 21 | * | 14 | ||||||||||||||
| Other state and local | 44 | 32 | 26 | ||||||||||||||
| Non-cash dividends from subsidiaries | — | — | 77 | ||||||||||||||
- The amount of income taxes paid during the year is below the required 5% disaggregation threshold.
See Notes to Condensed Financial Information of Registrant.
Ameriprise Financial, Inc.
Schedule I — Condensed Financial Information of Registrant
Notes to Condensed Financial Information of Registrant
(Parent Company Only)
1. Basis of Presentation
The accompanying Condensed Financial Statements include the accounts of Ameriprise Financial, Inc. (the “Parent Company”) and, on an equity basis, its subsidiaries and affiliates. The Condensed Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles. The financial information of the Parent Company should be read in conjunction with the Consolidated Financial Statements and Notes of Ameriprise Financial, Inc. and its subsidiaries (“Ameriprise Financial”). Parent Company revenues and expenses, other than interest and debt expense, are primarily related to intercompany transactions with subsidiaries and affiliates.
2. Investments
On December 23, 2020, RiverSource Life Insurance Company (“RiverSource Life”) issued a $500 million unsecured 3.5% surplus note due December 31, 2050 to the Parent Company. The surplus note is subordinate in right of payment to the prior payment in full of RiverSource Life’s obligations to policyholders, claimants and beneficiaries and all other creditors. No payment of principal or interest shall be made without the prior approval of the Minnesota Department of Commerce and such payments shall be made only from RiverSource Life’s statutory surplus. Interest payments, which commenced on June 30, 2021, are due semi-annually in arrears on June 30 and December 31. Subject to the preceding conditions, RiverSource Life may prepay all or a portion of the principal at any time. The held-to-maturity investment was $500 million as of both December 31, 2025 and 2024 and is recorded in Investments on the Parent Company’s Condensed Balance Sheets. For the years ended December 31, 2025, 2024 and 2023, interest income was $18 million and is reported in Net investment income on the Parent Company’s Condensed Statements of Operations.
The Parent Company has holdings of unrated residual tranches issued by Ameriprise Installment Financing, LLC or Ameriprise Advisor Financing 2, LLC, subsidiaries of the Parent Company. The residual tranches are collateralized by portfolios of loans issued to advisors affiliated with Ameriprise Financial Services, LLC (“AFS”), a subsidiary of the Parent Company. As of December 31, 2025 and 2024, the fair value of the residual tranches was $143 million and $116 million, respectively, and is reported in Investments on the Parent Company’s Condensed Balance Sheets. Interest income from the residual tranches was $14 million, $9 million and $7 million for the year ending December 31, 2025, 2024 and 2023, respectively, and is reported in Net investment income on the Parent Company’s Condensed Statements of Operations.
3. Debt
All of the debt of Ameriprise Financial is borrowings of the Parent Company, except as indicated below.
- As of December 31, 2025 and 2024, Ameriprise Financial had $200 million and $201 million, respectively, of borrowings from the Federal Home Loan Bank of Des Moines, which is primarily collateralized with commercial mortgage backed securities and residential mortgage backed securities.
4. Borrowings from Subsidiaries
The Parent Company has intercompany lending arrangements with its subsidiaries. At the end of each business day, taking into consideration all legal and regulatory requirements associated with its subsidiaries, the Parent Company is entitled to draw on all funds in specified bank accounts. Repayment of all or a portion of the funds is due on demand. As of December 31, 2025 and 2024, the Company had $452 million and $415 million, respectively, available for repayment due on demand. The Parent Company also has revolving credit agreements with its subsidiaries as the borrower aggregating $1.4 billion and $1.3 billion as of December 31, 2025 and 2024, respectively, of which $54 million and $340 million was outstanding as of December 31, 2025 and 2024, respectively.
5. Guarantees, Commitments and Contingencies
The Parent Company is the guarantor for operating leases of certain subsidiaries. All consolidated legal, regulatory and arbitration proceedings, including class actions of Ameriprise Financial are potential or current obligations of the Parent Company. The Parent Company has committed revolving credit agreements with its subsidiaries as the lender aggregating $365 million and $363 million as of December 31, 2025 and 2024, respectively, of which $99 million was outstanding as of both December 31, 2025 and 2024.
The Parent Company and Ameriprise Certificate Company (“ACC”) entered into a Capital Support Agreement on March 2, 2009, pursuant to which the Parent Company agrees to commit such capital to ACC as is necessary to satisfy applicable minimum capital requirements. Effective April 30, 2014, this agreement was amended to revise the maximum commitment to $50 million. For the years ended December 31, 2025, 2024 and 2023, ACC did not draw upon the Capital Support Agreement and had met all applicable capital requirements.
AFS entered into a Financial Industry Regulatory Authority (“FINRA”) approved subordinated loan agreement with the Parent Company on December 15, 2014 for regulatory net capital purposes. The agreement consists of a $200 million secured demand note. The note is secured by cash and securities equal to the principal value of the note pledged by the Parent Company. As of both December 31, 2025 and 2024, AFS had not made a demand of the principal amount.
Ameriprise Financial, Inc.
American Enterprise Investment Services, Inc. (“AEIS”) entered into a FINRA approved subordinated loan agreement with the Parent Company on January 25, 2017 for regulatory net capital purposes. Under this agreement, AEIS borrowed $60 million from the Parent Company with an initial term of five years to be repaid no later than January 25, 2022. Both companies have the option to renew the agreement in one year-increments in perpetuity. The agreement was renewed in January 2022 and each year thereafter, extending the current maturity date to January 25, 2027.
6. Subsequent Events
The Parent Company made three $30 million cash contributions to Ameriprise Advisor Capital, LLC. The first occurred on January 6, 2026, the second on January 9, 2026 and the third on January 28, 2026.