Ameriprise Financial 10-Q 2026-03-31
Filed 2026-05-07. 8 sections, 491K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
| UNITED STATES | ||||||||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||
| WASHINGTON, D.C. 20549 | ||||||||||||||
| FORM | 10-Q |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the Quarterly Period Ended | March 31, 2026 | |||||||
| 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 |
| Former name, former address and former fiscal year, if changed since last report: | Not Applicable |
| 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 $0.01 per share) | AMP | New York Stock Exchange |
| 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, a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | ☒ |
| Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. | ||||||||||||||
| Class | Outstanding at April 24, 2026 | |||||||||||||
| Common Stock (par value $0.01 per share) | 89,897,084 shares | |||||||||||||
AMERIPRISE FINANCIAL, INC.
FORM 10-Q
INDEX
AMERIPRISE FINANCIAL, INC.
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Management and financial advice fees | $ | 2,944 | $ | 2,602 | |||||||||||||||||||
| Distribution fees | 563 | 522 | |||||||||||||||||||||
| Net investment income | 872 | 868 | |||||||||||||||||||||
| Premiums, policy and contract charges | 341 | 360 | |||||||||||||||||||||
| Other revenues | 166 | 129 | |||||||||||||||||||||
| Total revenues | 4,886 | 4,481 | |||||||||||||||||||||
| Banking and deposit interest expense | 74 | 127 | |||||||||||||||||||||
| Total net revenues | 4,812 | 4,354 | |||||||||||||||||||||
| Benefits and expenses | |||||||||||||||||||||||
| Distribution expenses | 1,773 | 1,612 | |||||||||||||||||||||
| Interest credited to fixed accounts | 142 | 130 | |||||||||||||||||||||
| Benefits, claims, losses and settlement expenses | 317 | 381 | |||||||||||||||||||||
| Remeasurement (gains) losses of future policy benefit reserves | (1) | (10) | |||||||||||||||||||||
| Change in fair value of market risk benefits | 378 | 497 | |||||||||||||||||||||
| Amortization of deferred acquisition costs | 61 | 61 | |||||||||||||||||||||
| Interest and debt expense | 80 | 80 | |||||||||||||||||||||
| General and administrative expense | 918 | 916 | |||||||||||||||||||||
| Total benefits and expenses | 3,668 | 3,667 | |||||||||||||||||||||
| Pretax income | 1,144 | 687 | |||||||||||||||||||||
| Income tax provision | 229 | 104 | |||||||||||||||||||||
| Net income | $ | 915 | $ | 583 | |||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | $ | 9.81 | $ | 5.92 | |||||||||||||||||||
| Diluted | $ | 9.68 | $ | 5.83 |
See Notes to Consolidated Financial Statements.
AMERIPRISE FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net income | $ | 915 | $ | 583 | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Net unrealized gains (losses) on securities | (382) | 374 | |||||||||||||||||||||
| Net unrealized gains (losses) on derivatives | — | (8) | |||||||||||||||||||||
| Effect of changes in discount rate assumptions on certain long-duration contracts | 65 | (30) | |||||||||||||||||||||
| Effect of changes in instrument-specific credit risk on market risk benefits | 30 | 1 | |||||||||||||||||||||
| Foreign currency translation adjustment | (26) | 52 | |||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | (313) | 389 | |||||||||||||||||||||
| Total comprehensive income (loss) | $ | 602 | $ | 972 |
See Notes to Consolidated Financial Statements.
AMERIPRISE FINANCIAL, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions, except share amounts) | |||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 8,341 | $ | 9,953 | |||||||
| Cash of consolidated investment entities | 128 | 150 | |||||||||
| Investments (allowance for credit losses: 2026, $22; 2025, $26) | 58,969 | 58,406 | |||||||||
| Investments of consolidated investment entities, at fair value | 2,507 | 2,618 | |||||||||
| Market risk benefits | 1,934 | 2,274 | |||||||||
| Separate account assets | 76,466 | 80,044 | |||||||||
| Receivables (allowance for credit losses: 2026, $72; 2025, $71) | 15,144 | 14,920 | |||||||||
| Receivables of consolidated investment entities, at fair value | 30 | 30 | |||||||||
| Deferred acquisition costs | 2,612 | 2,625 | |||||||||
| Restricted and segregated cash and cash equivalents | 924 | 1,055 | |||||||||
| Other assets | 17,393 | 18,829 | |||||||||
| Total assets | $ | 184,448 | $ | 190,904 | |||||||
| Liabilities and Equity | |||||||||||
| Liabilities: | |||||||||||
| Policyholder account balances, future policy benefits and claims | $ | 46,401 | $ | 46,498 | |||||||
| Market risk benefits | 1,359 | 1,182 | |||||||||
| Separate account liabilities | 76,466 | 80,044 | |||||||||
| Customer deposits | 33,278 | 33,750 | |||||||||
| Short-term borrowings | 200 | 200 | |||||||||
| Long-term debt | 3,079 | 3,077 | |||||||||
| Debt of consolidated investment entities, at fair value | 2,535 | 2,585 | |||||||||
| Accounts payable and accrued expenses | 2,513 | 2,982 | |||||||||
| Other liabilities | 12,319 | 13,878 | |||||||||
| Other liabilities of consolidated investment entities, at fair value | 86 | 159 | |||||||||
| Total liabilities | 178,236 | 184,355 | |||||||||
| Equity: | |||||||||||
| Common shares ( |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our consolidated results of operations and financial condition should be read in conjunction with the “Forward-Looking Statements” that follow and our Consolidated Financial Statements and Notes presented in Item 1. Our Management’s Discussion and Analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 19, 2026 (“2025 10-K”), as well as our quarterly reports on Form 10-Q and current reports on Form 8-K. References below to “Ameriprise Financial,” “Ameriprise,” the “Company,” “we,” “us,” and “our” refer to Ameriprise Financial, Inc. exclusively, to our entire family of companies, or to one or more of our subsidiaries.
Overview
Ameriprise Financial is a diversified financial services company with a more than 130-year history of providing financial solutions. We are a long-standing leader in financial planning and advice with $1.7 trillion in assets under management, administration and advisement as of March 31, 2026. We offer a broad range of products and services designed to achieve individual and institutional clients’ financial objectives.
The products and services we provide retail clients and, to a lesser extent, institutional clients, are the primary source of our revenues and net income. Revenues and net income are significantly affected by investment performance and the total value and composition of assets we manage and administer for our retail and institutional clients as well as the distribution fees we receive from other companies. These factors, in turn, are largely determined by overall investment market performance and the depth and breadth of our individual client relationships.
We operate our business in the broader context of the macroeconomic forces around us, including the global and U.S. economies, changes in interest and inflation rates, financial market volatility, fluctuations in foreign exchange rates, geopolitical strain, the competitive environment, client and customer activities and preferences, and the various regulatory and legislative developments. Financial markets and macroeconomic conditions have had and will continue to have a significant impact on our operating and performance results. In addition, the business, political and regulatory environments in which we operate are subject to elevated uncertainty and substantial, frequent change. Accordingly, we expect to continue focusing on our key strategic objectives and obtaining operational and strategic leverage from our core capabilities. The success of these and other strategies may be affected by the factors discussed in Item 1A, “Risk Factors” in our 2025 10-K and other factors as discussed herein.
Equity price, credit market and interest rate fluctuations can have a significant impact on our results of operations, primarily due to the effects they have on the asset management and other asset-based fees we earn, the values of market risk benefits and embedded derivatives associated with our variable annuities and the values of derivatives held to hedge these benefits and the “spread” income generated on our deposit products, fixed insurance, the fixed portion of variable annuities and variable insurance contracts and fixed deferred annuities. A higher (lower) interest rate environment may result in decreases (increases) to our long-duration contract reserves, which may impact our adjusted operating earnings after tax. For additional discussion on our interest rate risk, see Item 3. “Quantitative and Qualitative Disclosures About Market Risk.”
We consolidate certain variable interest entities for which we provide asset management services. These entities are defined as consolidated investment entities (“CIEs”). While the consolidation of the CIEs impacts our balance sheet and income statement, our exposure to these entities is unchanged and there is no impact to the underlying business results. For further information on CIEs, see Note 4 to our Consolidated Financial Statements. The results of operations of the CIEs are reflected in the Corporate & Other segment. On a consolidated basis, the management fees we earn for the services we provide to the CIEs and the related general and administrative expenses are eliminated and the changes in the fair value of assets and liabilities related to the CIEs, primarily syndicated loans and debt, are reflected in Net investment income. We include the fees from these entities in the Management and financial advice fees line within our Asset Management segment.
While our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), management believes that adjusted operating earnings measures, which exclude net realized investment gains or losses, net of reinsurance accrual; the market impact on non-traditional long-duration products (including variable and fixed deferred annuity contracts and universal life (“UL”) insurance contracts), net of hedges and the reinsurance accrual; mean reversion related impacts (the impact on variable universal life (“VUL”) products for the difference between assumed and updated separate account investment performance on the reinsurance accrual and additional insurance benefit reserves); the market impact of hedges to offset interest rate and currency changes on unrealized gains or losses for certain investments; block transfer reinsurance transaction impact; gain or loss on disposal of a business that is not considered discontinued operations; integration and restructuring charges; income (loss) from discontinued operations; and the impact of consolidating CIEs, best reflect the underlying performance of our core operations and facilitate a more meaningful trend analysis.
AMERIPRISE FINANCIAL, INC.
The market impact on non-traditional long-duration products includes changes in market risk benefits and embedded derivative values caused by changes in financial market conditions, net of changes in economic hedge values and unhedged items including the difference between assumed and actual underlying separate account investment performance, fixed income credit exposures, transaction costs and certain policyholder contract elections. The market impact also includes certain valuation adjustments made in accordance with Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements and Disclosures, including the impact on embedded derivative values of discounting projected benefits to reflect a current estimate of our life insurance subsidiary’s nonperformance spread.
Management uses these non-GAAP measures to evaluate our financial performance and available capital on a basis comparable to that used by some securities analysts and investors. Also, certain of these non-GAAP measures are taken into consideration, to varying degrees, for purposes of business planning and analysis and for certain compensation-related matters. Throughout our Management’s Discussion and Analysis, these non-GAAP measures are referred to as adjusted operating measures. These non-GAAP measures should not be viewed as a substitute for U.S. GAAP measures.
It is management’s priority to increase shareholder value over a multi-year horizon by achieving our on-average, over-time financial targets.
Our financial targets are:
-
Adjusted operating earnings per diluted share growth of 12% to 15%, and
-
Adjusted operating return on equity of over 30%.
The following table reconciles our GAAP measures to adjusted operating measures:
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
Our primary market risk exposures are interest rate, equity price, foreign currency exchange rate and credit risk. Equity price and interest rate fluctuations can have a significant impact on our results of operations, primarily due to the effects they have on the asset management and other asset-based fees we earn, the spread income generated on our brokerage client cash balances, banking deposits, face-amount certificate products, fixed portion of our variable annuities and variable insurance contracts, fixed annuity and insurance contracts, the value of market risk benefits and other liabilities associated with our variable annuities and the value of derivatives held to hedge related benefits.
Market risk benefits continue to be managed by utilizing a hedging program which attempts to match the sensitivity of the assets with the sensitivity of the benefits. This approach works with the premise that matched sensitivities will produce a highly effective hedging result. Our comprehensive hedging program focuses mainly on first order sensitivities of assets and liabilities: Equity Market Level (Delta), Interest Rate Level (Rho) and Volatility (Vega). Additionally, various second order sensitivities are managed. We use various
AMERIPRISE FINANCIAL, INC.
options, swaptions, swaps and futures to manage risk exposures. The exposures are measured and monitored daily, and adjustments to the hedge portfolio are made as necessary.
To evaluate interest rate and equity price risk, we perform sensitivity testing which measures the impact on pretax income from the sources listed below for a 12-month period following a hypothetical 100 basis point increase in interest rates or a hypothetical 10% decline in equity prices. The interest rate risk test assumes a sudden 100 basis point parallel shift in the yield curve, with rates then staying at those levels for the next 12 months. The equity price risk test assumes a sudden 10% drop in equity prices, with equity prices then staying at those levels for the next 12 months. In estimating the values of variable annuities, indexed annuities, indexed universal life (“IUL”) insurance and the associated hedging instruments, we assume no change in implied market volatility despite the 10% drop in equity prices.
The following tables present our estimate of the impact on pretax income from the above defined hypothetical market movements as of March 31, 2026:
| Equity Price Decline 10% | Equity Price Exposure to Pretax Income | ||||||||||||||||||||||
| Before Hedge Impact | Hedge Impact | Net Impact | |||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Asset-based management and distribution fees (1) | $ | (372) | $ | 3 | $ | (369) | |||||||||||||||||
| Variable annuity and structured variable annuity benefits: | |||||||||||||||||||||||
| Market risk benefits | (714) | 425 | (289) | ||||||||||||||||||||
| Indexing feature for structured variable annuities | 1,429 | (1,386) | 43 | ||||||||||||||||||||
| Total variable annuity and structured variable annuity benefits | 715 | (961) | (246) | ||||||||||||||||||||
| IUL insurance | 77 | (70) | 7 | ||||||||||||||||||||
| Total | $ | 420 | $ | (1,028) | $ | (608) | (2) | ||||||||||||||||
| Interest Rate Increase 100 Basis Points | Interest Rate Exposure to Pretax Income | ||||||||||||||||||||||
| Before Hedge Impact | Hedge Impact | Net Impact | |||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Asset-based management and distribution fees (1) | $ | (66) | $ | — | $ | (66) | |||||||||||||||||
| Variable annuity and structured variable annuity benefits: | |||||||||||||||||||||||
| Market risk benefits | 942 | (652) | 290 | ||||||||||||||||||||
| Indexing feature for structured variable annuities | (51) | 199 | 148 | ||||||||||||||||||||
| Total variable annuity and structured variable annuity benefits | 891 | (453) | 438 | ||||||||||||||||||||
| Fixed annuities, fixed insurance and fixed portion of variable annuities and variable insurance products | 33 | — | 33 | ||||||||||||||||||||
| Banking deposits | 36 | — | 36 | ||||||||||||||||||||
| Brokerage client cash balances | 47 | — | 47 | ||||||||||||||||||||
| Certificates | (6) | — | (6) | ||||||||||||||||||||
| IUL insurance | 7 | 4 | 11 | ||||||||||||||||||||
| Total | $ | 942 | $ | (449) | $ | 493 | |||||||||||||||||
(1) Excludes incentive income which is impacted by market and fund performance during the period and cannot be readily estimated.
(2) Represents the net impact to pretax income. The estimated net impact to pretax adjusted operating income is $(369) million as of March 31, 2026.
The above results compare to an estimated negative net impact to pretax income of $510 million related to a 10% equity price decline and an estimated positive net impact to pretax income of $514 million related to a 100 basis point increase in interest rates as of December 31, 2025.
Net impacts shown in the above tables from market risk benefits result largely from differences between the liability valuation basis and the hedging basis. Liabilities are valued using fair value accounting principles, with risk margins incorporated in contractholder behavior assumptions. Our hedging is based on our determination of economic risk, which excludes certain items in the liability valuation.
Actual results could and likely will differ materially from those illustrated above as fair values have a number of estimates and assumptions. For example, the illustration above includes assuming that implied market volatility does not change when equity prices fall by 10% and that the 100 basis point increase in interest rates is a parallel shift of the yield curve. Furthermore, we have not tried to anticipate changes in client preferences for different types of assets or other changes in client behavior, nor have we tried to anticipate all strategic actions management might take to increase revenues or reduce expenses in these scenarios.
AMERIPRISE FINANCIAL, INC.
The selection of a 100 basis point interest rate increase as well as a 10% equity price decline should not be construed as a prediction of future market events. Impacts of larger or smaller changes in interest rates or equity prices will not be proportional to those shown for a 100 basis point increase in interest rates or a 10% decline in equity prices.
Fixed Annuities, Fixed Insurance and Fixed Portion of Variable Annuities and Variable Insurance Contracts
Our earnings from fixed deferred annuities, fixed insurance, and the fixed portion of variable annuities and variable insurance contracts are based upon the spread between rates earned on assets held and the rates at which interest is credited to accounts. We primarily invest in fixed rate securities to fund the rate credited to clients. We guarantee an interest rate to the holders of these products. Investment assets and client liabilities generally differ as it relates to basis, repricing or maturity characteristics. Rates credited to clients’ accounts generally reset at shorter intervals than the yield on the underlying investments. Therefore, in an increasing interest rate environment, higher interest rates may be reflected in crediting rates to clients sooner than in rates earned on invested assets, which could result in a reduced spread between the two rates, reduced earned income and a negative impact on pretax income. While interest rates under the current environment have relieved some pressure from the liability guaranteed minimum interest rates (“GMIRs”), there are still some GMIRs above current levels. Hence, liability credited rates will move more slowly under a modest rise in interest rates while projected asset purchases would capture the full increase in interest rates. This dynamic would result in widening spreads under a modestly rising rate scenario given the current relationship between the current level of interest rates and the underlying GMIRs on the business. Of the $46.4 billion in Policyholder account balances, future policy benefits and claims as of March 31, 2026, $15.0 billion is related to liabilities created by these products. We do not hedge this exposure.
As a result of the current market environment, reinvestment yields are becoming more aligned with the current portfolio yield. The carrying value and weighted average yield of non-structured fixed maturity securities and commercial mortgage loans that may generate proceeds to reinvest through March 31, 2028 due to prepayment, maturity or call activity at the option of the issuer, excluding securities with a make-whole provision, were $2.7 billion and 4.0%, respectively, as of March 31, 2026. In addition, residential mortgage backed securities, which can be subject to prepayment risk under a low interest rate environment, totaled $28.2 billion and had a weighted average yield of 4.7% as of March 31, 2026. While these amounts represent investments that could be subject to reinvestment risk, it is also possible that these investments will be used to fund liabilities or may not be prepaid and will remain invested at their current yields. In addition to the interest rate environment, the mix of benefit payments versus product sales as well as the timing and volumes associated with such mix may impact our investment yield. Furthermore, reinvestment activities and the associated investment yield may also be impacted by corporate strategies implemented at management’s discretion. The average yield for investment purchases during the three months ended March 31, 2026 was approximately 4.7%.
The reinvestment of proceeds from maturities, calls and prepayments at rates above the current portfolio yields will create potential upside impact to future operating results. In this volatile rate environment, we assess reinvestment risk in our investment portfolio and monitor this risk in accordance with our asset/liability management framework. In addition, we may update the crediting rates on our fixed products when warranted, subject to guaranteed minimums.
See Note 8 to our Consolidated Financial Statements for more information on the account values of fixed deferred annuities, fixed insurance, and the fixed portion of variable annuities and variable insurance contracts by range of GMIRs and the range of the difference between rates credited to policyholders and contractholders as of March 31, 2026 and December 31, 2025 and the respective guaranteed minimums, as well as the percentage of account values subject to rate reset in the time period indicated.
AMERIPRISE FINANCIAL, INC.
Item 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) designed to provide reasonable assurance that the information required to be reported in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in and pursuant to U.S. Securities and Exchange Commission (“SEC”) regulations, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding the required disclosure. It should be noted that, because of inherent limitations, our company’s disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our company’s principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at a reasonable level of assurance as of March 31, 2026.
Changes in Internal Control over Financial Reporting
There have not been any changes to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first fiscal quarter of the year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
AMERIPRISE FINANCIAL, INC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth in Note 17 to the Consolidated Financial Statements in Part I, Item 1 is incorporated herein by reference.
Item 1A. RISK FACTORS
There have been no material changes in the risk factors provided in Part I, Item 1A of our 2025 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The following table presents the information with respect to purchases made by or on behalf of Ameriprise Financial, Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during the first quarter of 2026:
| Period | (a) | (b) | (c) | (d) | ||||||||||||||||||||||
| Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as part of Publicly Announced Plans or Programs (1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | |||||||||||||||||||||||
| January 1 to January 31, 2026 | ||||||||||||||||||||||||||
| Share repurchase program (1) | 198,010 | $ | 505.48 | 198,010 | $ | 2,513,724,691 | ||||||||||||||||||||
| Employee transactions (2) | 169,841 | $ | 504.49 | N/A | N/A | |||||||||||||||||||||
| February 1 to February 28, 2026 | ||||||||||||||||||||||||||
| Share repurchase program (1) | 703,961 | $ | 497.26 | 703,961 | $ | 2,163,671,021 | ||||||||||||||||||||
| Employee transactions (2) | 27,904 | $ | 530.40 | N/A | N/A | |||||||||||||||||||||
| March 1 to March 31, 2026 | ||||||||||||||||||||||||||
| Share repurchase program (1) | 734,082 | $ | 454.20 | 734,082 | $ | 1,830,251,953 | ||||||||||||||||||||
| Employee transactions (2) | 2,532 | $ | 453.24 | N/A | N/A | |||||||||||||||||||||
| Totals | ||||||||||||||||||||||||||
| Share repurchase program (1) | 1,636,053 | $ | 478.93 | 1,636,053 | ||||||||||||||||||||||
| Employee transactions (2) | 200,277 | $ | 507.45 | N/A | ||||||||||||||||||||||
| 1,836,330 | 1,636,053 |
N/A Not applicable.
(1) On April 22, 2025, our Board of Directors authorized $4.5 billion for the repurchase of our common stock through June 30, 2027. The share repurchase program does not require the purchase of any minimum number of shares, and depending on market conditions and other factors, these purchases may be commenced or suspended at any time without prior notice. Acquisitions under the share repurchase program may be made in the open market, through privately negotiated transactions or block trades or other means.
(2) Includes restricted shares withheld pursuant to the terms of awards under the Company’s share-based compensation plans to offset tax withholding obligations that occur upon vesting and release of restricted shares. The value of the restricted shares withheld is the closing price of common stock of Ameriprise Financial, Inc. on the date the relevant transaction occurs. Also includes shares withheld pursuant to the net settlement of Non-Qualified Stock Option (“NQSO”) exercises to offset tax withholding obligations that occur upon exercise and to cover the strike price of the NQSO. The value of the shares withheld pursuant to the net settlement of NQSO exercises is the closing price of common stock of Ameriprise Financial, Inc. on the day prior to the date the relevant transaction occurs.
Item 5. OTHER INFORMATION
During the three months ended March 31, 2026, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
AMERIPRISE FINANCIAL, INC.
Item 6. EXHIBITS
Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed certain agreements as exhibits to this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q. 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 and 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 | 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. | ||||
| 10.1*† | Threadneedle Deferral Plan Deferred Stock Unit and Deferred Stock Option Programme Guide. | ||||
| 10.2*† | Deferred Stock Unit Award Certificate - Threadneedle Deferral Plan (for grants after February 2, 2026). | ||||
| 10.3*† | Deferred Stock Option Award Certificate - Threadneedle Deferral Plan (for grants after February 2, 2026). | ||||
| 10.4*† | Performance Share Unit Supplement to the Senior Executive Global Long-Term Incentive Award Program Guide. | ||||
| 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. | ||||
| 101 | The following materials from Ameriprise Financial, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025; (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025; (iii) Consolidated Balance Sheets at March 31, 2026 and December 31, 2025; (iv) Consolidated Statements of Equity for the three months ended March 31, 2026 and 2025; (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025; and (vi) Notes to the Consolidated Financial Statements. | ||||
| 104 | The cover page from Ameriprise Financial, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 is formatted in iXBRL and contained in Exhibit 101. | ||||
| ** Filed electronically herewithin.* | |||||
| † Management contract or compensation plan or arrangement |
AMERIPRISE FINANCIAL, INC.
SIGNATURES
Pursuant to the requirements 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: | May 7, 2026 | By: | /s/ Walter S. Berman | ||||||||
| Walter S. Berman | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) |
| Date: | May 7, 2026 | By: | /s/ Dawn M. Brockman | ||||||||
| Dawn M. Brockman | |||||||||||
| Senior Vice President and Controller | |||||||||||
| (Principal Accounting Officer) |