Invesco (IVZ) 10-K risk factor changes: FY2025 vs FY2024

Volatility and disruption in global or regional capital and credit markets, [added: equity, debt, private and commodity markets,] as well as adverse changes in the global economy, could negatively affect our AUM, revenues, net income and liquidity.

Additionally, these factors could impact our ability to realize the carrying value of our goodwill and other intangible [removed: assets.][added: assets and have impacted the carrying value of our intangible assets in the past.]

Our revenues and net income would likely be adversely affected by any reduction in AUM as a result of either a decline in market value of such assets or [removed: net outflows,] [added: net outflows,] each of which would reduce the investment management fees we earn.

Our revenues and net income from money market and other fixed income assets may [removed: be harmed] [added: be harmed] by interest [added: rate volatility, prolonged high or low] rates, [removed: liquidity] [added: liquidity,] and credit volatility.

While inflation [removed: declined] [added: remained relatively flat] in [removed: 2024,] [added: 2025,] our business is exposed to risks associated with inflation and fluctuations in interest rates [removed: should they increase] [added: including rapid changes or uncertainty] in [removed: the future.][added: rate direction.]

These redemptions would reduce AUM, thereby reducing our revenues and net [added: income.]

Additionally, we have investments, including collateralized loan obligations (CLOs), real estate-related loans, commercial [removed: loans] [added: loans, income based products inclusive of private strategies,] and seed capital in fixed income funds, the valuation of which could vary with changes in interest and default [removed: rates.][added: rates as well as credit quality deterioration.]

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: $1,125.6] [added: $1,166.3] million in seed capital and co-investments.

[removed: Consequently, significant] [added: Significant] strengthening of the U.S. Dollar relative to the United Kingdom (U.K.) Pound Sterling, Euro, Chinese RMB, Japanese Yen or Canadian Dollar, among other currencies, could have a material negative impact on our reported financial results.

[removed: The asset management industry is facing transformative pressures and trends from a variety of different sources, including increased fee pressure; a continued shift away from actively managed fundamental equities and fixed income strategies towards alternatives, passive index and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions concentrating on fewer relationships and partners and reducing the number of investment] managers they work with; [added: consolidation among distributors and competitive pricing pressures; growth in private markets and alternatives requiring new capabilities;] increased regulatory activity and scrutiny of many aspects of the asset management industry, including ESG practices and related matters, transparency/unbundling of fees, inducements, conflicts of interest, capital, liquidity, solvency, leverage, operational risk management, controls and compensation; [added: divergent global regulatory requirements and evolving sustainability disclosure mandates;] addressing the key emerging markets in the world, such as China and India, which often have populations with different needs, preferences and horizons than the more developed U.S. and European markets; advances in technology and digital wealth and distribution tools and increasing client interest in interacting digitally with their investment portfolios; [added: cybersecurity, data privacy,] and [added: integration of artificial intelligence (AI) into investment and client service processes; and] growing [removed: crypto] [added: digital] asset markets that remain subject to substantial volatility and significant regulatory uncertainty.

[added: If we are unable to adapt our strategy and business to adequately address] these trends and pressures, we may be unable to satisfactorily meet client needs, our competitive position may weaken, and our AUM, revenues, and net income may be adversely affected.

- exposure to stringent and complex foreign, federal, state and local laws, ordinances and regulations, including those related to private fund advisers, financial crime, permits, government contracting, conservation, exploration and production, lending, tenancy, [added: housing affordability,] occupational health and safety, employment law and regulation, foreign investment and environmental protection;

In addition, market conditions may change during the course of real estate development projects in which our investment products and clients invest that make such developments less attractive than at the time it [removed: was] commenced and potentially harm the investment returns of our investment products, our clients and, to the extent of our investment in such investment products, us.

Investment products and clients can have exposure to lower-rated instruments and securities, which generally reflects a greater possibility that adverse changes in the financial condition of the borrower or in general economic [removed: conditions (including, for example, a substantial period of] [added: conditions, including] rising interest [removed: rates or declining earnings),] [added: rates, inflation, geopolitical instability,] or [removed: both,] [added: sector-specific stress,] may impair the ability of the borrower to make payment of principal and interest.

Substantial risk and uncertainties are associated with the introduction of new products and services, including the implementation of new and appropriate operational controls and procedures, [added: technology integration,] shifting client and market preferences, the introduction of competing products or services and compliance with regulatory requirements.

Increasingly, clients and intermediaries are looking to investment managers to [removed: be able to] deliver investment outcomes tailored to particular circumstances and needs, and to augment traditional investment management products and services with additional value-added services.

Any loss of confidence in a product type could lead to withdrawals, redemptions and liquidity issues in such products, [added: and may also increase regulatory focus and compliance costs,] which could have a material adverse effect on our AUM, revenues and net income or liquidity.

Retaining highly skilled investment management and other [added: personnel] in-high demand [removed: personnel] is important to our ability to attract and retain our clients.

Agreements with U.S. registered funds may be terminated with [removed: notice,] [added: notice] or terminated in the event of an “assignment” (as defined in the U.S. Investment Company Act of 1940, as amended), and must be renewed and approved annually by the disinterested members of each fund's Board of Trustees or Directors, as required by law.

Disclosure requirements and expectations related to sustainability or ESG are [removed: increasing and] evolving.

Requirements and expectations related to commitment to and disclosures around sustainability or ESG topics continue to [removed: increase] [added: evolve] globally.

Views on sustainability or ESG practices, particularly those related to climate issues, have also become part of political discourse, which can amplify the reputational [added: and business] risks associated with such allegations.

Although we take protective measures, including measures to [removed: effectively] secure information [added: effectively] through system security technology, have many controls, processes, digital backup and recovery processes in place, and seek to continually monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption, our technology systems may still be vulnerable to unauthorized access as a result of an external attack, actions by employees or vendors with access to our systems, computer malware or other events that have a security impact and that result in the disclosure or release of confidential information inadvertently or through malfeasance, or result in the loss (temporarily or permanently) of data, applications or systems.

A breach of our technology systems could damage our reputation and could result in the unauthorized disclosure or modification or loss of sensitive or confidential information (including client data); unauthorized disclosure, modification or loss of proprietary information relating to our business; inability to process client or company transactions and processes; breach and termination of client contracts; liability for stolen assets, information or identity; remediation costs to repair damage caused by the breach, including damage to systems and recovery of lost data; additional security costs to mitigate against future incidents; regulatory actions (including fines and penalties, which could be [removed: material)] [added: material);] and litigation costs resulting from the incident.

The introduction of new technologies, such as our [removed: State Street Alpha] [added: Alpha/Hybrid investment] platform, presents new challenges and new potential risks to us.

If the updated or new systems, such as our [removed: State Street Alpha] [added: Alpha/Hybrid investment] platform, do not operate as anticipated or if other unforeseen issues arise with the transition to the new or updated systems, our business may be adversely affected.

If we were to experience a man-made or natural disaster, severe weather event, health crisis or pandemic, [removed: such as new variant of COVID-19,] or other business continuity problem, our continued success will depend, in part, on the availability of our personnel, our office facilities and the proper functioning of our computer, telecommunication and other related systems and operations.

The extent to which our business, revenues, AUM and net income are affected by a future pandemic [removed: or a new variant of COVID-19] will largely depend on [removed: new events or] future [removed: developments,] [added: events,] which cannot be accurately [removed: predicted and are uncertain,] [added: predicted,] including the duration, severity and the length of time it will take for the economy to recover from the negative impacts on human capital and potentially [removed: more] permanent impacts on how we [removed: operate and serve our clients.][added: operate.]

If market events lead to instances where an ETF trades at prices that deviate significantly from the ETF’s NAV or indicative value, or trading halts are invoked by the relevant stock exchange or market, investors may lose confidence in ETF products and sell their holdings, which [removed: may] [added: could result in reputational harm and] cause our AUM, revenue and net income to decline.

We or our third-party vendors, clients or counterparties have [removed: developed,] [added: developed] and may continue to develop or incorporate AI technology in certain business processes, services or products.

The legal and regulatory environment relating to AI is [removed: uncertain and] rapidly evolving, in the U.S., [added: E.U.,] and internationally, and includes regulation targeted specifically at AI technology, [added: including the EU AI Act, portions of which have already come into force with more to follow this year and in future years,] as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI.

[added: If not appropriately governed, managed and controlled,] AI models, particularly generative AI models, may produce output or take action that is incorrect or outdated, that result in the release of personal, confidential or proprietary information, that reflect biases included in the data on which they are trained or introduced during the training or fine tuning process, that infringe on the intellectual property rights of others, or that is otherwise harmful.

This results in [added: potential] risks arising from the inclusion of any unauthorized material in the training data for their models, and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which we may have limited visibility.

Goodwill and intangible assets totaled [removed: $8,318.1] [added: $8,477.1] million and [removed: $5,749.3] [added: $3,927.3] million, respectively, at December 31, [removed: 2024.][added: 2025.]

We recorded a non-cash impairment of [removed: $1,248.9] [added: $1,794.9] million related to our indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds during the year ended December 31, [removed: 2023,] [added: 2025,] and we may not realize the full value of our remaining goodwill and indefinite-lived intangible assets.

See [added: Part II,] Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Goodwill” and “- Intangibles,” for additional details of our impairment analysis process.

Our [removed: revolving credit agreement imposes] [added: Credit Agreements impose] operating covenants that impact our ability to conduct certain activities and, if amounts borrowed under [removed: it] [added: our Credit Agreements] were subject to accelerated repayment, we might not have sufficient assets or liquidity to repay such amounts in full.

Our [removed: revolving credit agreement requires] [added: Credit Agreements require] us to maintain specified financial ratios, including maximum debt-to-earnings and minimum interest coverage ratios.

The [removed: revolving credit agreement] [added: Credit Agreements] also [removed: contains] [added: contain] customary affirmative operating covenants and negative covenants that, among other things, [removed: restrict] [added: limit] certain of our subsidiaries' ability to incur debt and restrict our ability to transfer assets, merge, make loans and other investments and create liens.

The breach of any covenant could result in a default under the [removed: revolving credit] [added: applicable Credit] agreement.

- In the event that market values of companies involved directly in AI or exposed to AI trends, including those that are part of the Nasdaq-100 Index, decline, we may suffer declines in AUM and revenue, particularly relating to products we advise that track the Nasdaq-100 Index, such as the Invesco QQQ Trust and the Invesco NASDAQ 100 ETF.

Geopolitical risks may also lead to economic sanctions, trade restrictions, or regulatory changes that adversely affect global markets and our business.

Market declines may be driven by interest rate volatility, foreign exchange fluctuations, geopolitical instability, or other macroeconomic factors.

Currency movements can also directly affect the value of AUM and related fee revenues when client assets are denominated in non-U.S. currencies.

The asset management industry is facing transformative pressures and trends from a variety of different sources, including increased fee pressure; a continued shift away from actively managed fundamental equities and fixed income strategies towards alternatives, passive index and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions concentrating on fewer relationships and partners and reducing the number of investment

Failure to achieve scale or operational efficiencies in response to these pressures could further compress margins and negatively impact profitability.

Competitive pressures may affect our economics in multiple ways, including forcing us to reduce the fees we charge clients and increasing the cost of delivering our products through higher or more expansive revenue share, all of which could adversely impact our profitability.

Nontraditional competitors, including fintech firms and global platforms, may accelerate these trends and intensify pricing pressure.

- risks related to the ability to detect or prevent irregular accounting, employee misconduct or other fraudulent practices by any issuer or portfolio investment;

Meeting these requirements may require significant investment in data collection, verification, and reporting systems, and reliance on third-party data providers introduces additional risk.

Counterparty defaults could result in financial losses for us or our clients, regulatory scrutiny, and reputational harm.

Operational disruptions, technology failures, or cybersecurity incidents affecting exchanges, clearing systems, or third-party service providers could further impair ETF trading and settlement.

Regulatory changes or restrictions on arbitrage or liquidity requirements may also negatively impact ETF pricing and functioning.

Global divergence in AI regulations and evolving standards could create conflicting requirements across jurisdictions, increase compliance costs, and heighten enforcement risk.

The complexity and limited transparency of many AI models make it challenging to understand why they generate particular outputs, increasing governance and monitoring risks.

Use of third-party AI models may introduce additional risk, as we may have limited visibility into their training data, validation processes, and controls to prevent unauthorized or harmful content.

Further, AI tools, whether embedded in third party systems or in tools that we develop, that are used to support regulated activities such as investment decision making and client reporting present unique risks, including errors in algorithms or assumptions, data quality issues, and potential bias, that could adversely affect investment performance and increase business and compliance risks.

Generative AI may be exploited to create sophisticated phishing schemes, ransomware attacks, or other cyber threats, which could result in financial losses, liquidity outflows, or systemic market disruptions.

Compliance with these covenants may be affected by factors outside our control, including market volatility, declines in AUM or revenues, increased regulatory or operational costs, and adverse macroeconomic conditions.

immediately due and payable.

We issued approximately $4 billion of 5.9% fixed rate perpetual preferred stock in connection with the acquisition of OppenheimerFunds Inc., and we repurchased $1.5 billion of such preferred stock in 2025, leaving approximately $2.5 billion remaining outstanding.

Liquidity needs may also arise from unexpected client redemptions, collateral requirements for derivatives or financing arrangements, or obligations related to seed capital and fund support.

Inadequate liquidity could force us to sell assets at unfavorable prices or limit our ability to invest in growth initiatives.

Transactions may also involve unexpected costs or delays in achieving anticipated synergies.

Current and anticipated regulatory developments include requirements related to AI, cybersecurity, and digital operational resilience, as well as evolving ESG disclosure standards and cross-border data transfer restrictions.

Global divergence in these regulations could create conflicting obligations and increase compliance complexity.

These changes may require significant investment of management time and resources, impact product design and distribution, and materially increase compliance costs or capital requirements.

Failure to comply with these evolving requirements could result in enforcement actions, reputational harm, and restrictions on our ability to operate in certain jurisdictions.

An emerging risk is the use of personal data in AI systems, including privacy regulations related to automated decision making based on personal data.

Regulations intended to address such perceived liquidity risk could impede our ability to provide certain types of investment strategies in open-end funds or impair the investment performance of certain of our existing open-end fund products.

These regulations have materially impacted the asset management industry in the EU and U.K in recent years.

In the EU, proposed changes to the Sustainable Finance Disclosure Regulation were released in 2025 and will lead to significant changes to funds’ ESG features and categorizations.

Certain U.S. states are pursuing similar initiatives, albeit with varying requirements.

Varying or inconsistent ESG-related regulations across multiple jurisdictions in which we operate can adversely impact the types of investment products and services that we can provide, increase our compliance costs and increase the risk that we could be subject to enforcement actions or proceedings for ESG-related compliance failures.

For example, recent amendments to regulations under the U.S. Bank Secrecy Act will require our subsidiaries that are U.S. registered investment advisers to implement reasonably designed AML/CFT programs, file suspicious activity reports with the Financial Crimes Enforcement Network, maintain certain associated records and fulfill certain other obligations, similar to requirements imposed on banks and broker-dealers in the U.S.

- Regulations promulgated from time-to-time to mitigate cybersecurity and information, technology and communication (ICT) risks, including regulations that could require asset managers and certain types of investment funds to adopt and implement procedures that are reasonably designed to address cybersecurity and ICT risks and to promptly report significant cybersecurity and ICT-related incidents to relevant regulators or even publicly.

New cybersecurity and ICT-related requirements may raise our compliance costs, while compelled disclosure of cybersecurity or ICT-related incidents could cause us reputational harm.

In addition, certain of our officers and directors reside in countries outside the U.S. A substantial portion of the company's assets and the assets of these officers and directors are or may be

Insurance costs are influenced by market conditions, claims experience, and our risk profile,

and may rise sharply over short periods.

income.

If we are unable to adapt our strategy and business to adequately address

Such event of default could produce a financial loss for the company or the client portfolios we manage.

In addition, the complexity of many AI models makes it challenging to understand why they are generating particular outputs.

This limited transparency increases the challenges associated with assessing the proper operation of AI technology, understanding and monitoring the capabilities of the AI technology developed by third parties and, to that extent, are dependent

in part on the manner in which those third parties develop and train their models.

Generative AI, if used to perpetrate fraud or launch cyberattacks, could result in losses, liquidity outflows, or other adverse effects at a particular financial institution or exchange.

For example, certain of our subsidiaries are required under applicable laws and regulations to maintain appropriate levels of capital.

In many other jurisdictions similar regulations, such as the California Consumer Privacy Act, India’s Digital Personal Data Protection Act, China’s Personal Information Protection Law and the Bermuda Personal Information Protection Act (PIPA), have been adopted.

- Regulations promulgated to address perceptions that the asset management industry, or certain products or services provided by the industry, pose systematic risks to the financial system, which could impede our ability to provide certain products or services or subject us, certain of our activities or products to heightened regulation or increased liquidity or capital adequacy requirements.

In the U.S., the SEC has proposed changes to the regulations governing liquidity risk management programs for registered open-end funds (including ETFs) that, if finalized without change, could impede our ability to sponsor mutual funds and ETFs that invest in certain asset classes, including syndicated bank loans.

- Regulations aimed at the use of leverage by funds (in particular, leverage attained through derivatives), an example of which is the SEC’s 2020 rules with respect to the use of derivatives by U.S. registered funds.

New or further regulations in this area could negatively impact our existing products that employ leverage or derivatives, impede our ability to bring new products to market and raise our compliance costs associated with sponsoring and managing products that employ leverage or derivatives.

In the U.K., the FCA published a new regime on sustainability disclosure requirements, including product sustainability labels, that became applicable in 2024.

In the EU, ESMA published in 2024 new guidelines on fund naming aimed at avoiding greenwashing practices.

Separately, several changes to the Sustainable Finance Disclosure Regulation (SFDR) are being considered, including changes to the current ESG disclosure templates and longer-term amendments to the broader SFDR framework.

The new regime will have an impact on EU domiciled companies and on non-EU groups having substantial activities in the EU, including us.

- Enhanced licensing and qualification requirements for key personnel of financial services firms, including asset managers, such as the U.K. Senior Managers and Certification Regime and the SFC's Manager-in-Charge Regime, which could make it more difficult for the company to hire and retain key personnel.

In June 2024, the EU introduced a new set of measures that resulted in the establishment of the Anti Money Laundering Authority (AMLA), which will gradually assume the supervision and regulatory responsibilities for anti-money laundering within the EU.

- Regulations promulgated to address risks of fraud, malfeasance, adverse consequences stemming from cyber-attacks and/or cross-border data transfer, and to ensure the digital operational resilience of firms.

In particular, the new EU Digital Operational Resilience Act harmonizes the requirements applying to Information and Communication Technology risk management, outsourcing and operational resilience in the financial sector.

- The application of antitrust, change in bank control and similar competition laws and regulations to the asset

- Guidelines regarding the structure and components of fund manager compensation and other related rules, regulations and disclosure requirements.

Certain proposals could impose requirements for more widespread disclosures of compensation to highly-paid individuals.

Depending upon the scope of any such requirements, we could be disadvantaged in retaining key employees vis-à-vis private companies, including hedge fund sponsors.

Insurance costs are impacted by market

conditions, claims made on policies and our risk profile and may increase significantly over relatively short periods.

In addition, certain insurance coverage may not be available or may only be available at prohibitive costs.

Renewals of insurance policies may expose us to additional costs through higher premiums or the assumption of higher deductibles or co-insurance liability.

The discussion and analysis disclosed herein apply to material changes in the Consolidated Financial Statements for [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

For the comparison of [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] see the Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the company’s [removed: 2023] [added: 2024] Annual Report on Form 10-K, filed with the SEC on February [removed: 21, 2024.][added: 25, 2025.]

The table below summarizes the year ended December 31 returns based on price appreciation/(depreciation) of several major market indices for [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| Equity Indices - Domestic | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |

| S&P 500 | | | | | | | | | [removed: 23.3%] [added: 16.4%] | | | | | | [removed: 24.2%] [added: 23.3%] | | | | | | | | |

| S&P 500 Equal-Weight | | | | | | | | | [removed: 10.9%] [added: 9.3%] | | | | | | [removed: 11.6%] [added: 10.9%] | | | | | | | | |

| S&P 500 Growth | | | | | | | | | [removed: 35.2%] [added: 21.4%] | | | | | | [removed: 28.4%] [added: 35.2%] | | | | | | | | |

| NASDAQ 100 | | | | | | | | | [removed: 24.9%] [added: 20.2%] | | | | | | [removed: 53.8%] [added: 24.9%] | | | | | | | | |

| FTSE 100 (local currency) | | | | | | | | | [removed: 5.7%] [added: 21.5%] | | | | | | [removed: 3.8%] [added: 5.7%] | | | | | | | | |

| MSCI AC Asia Pacific | | | | | | | | | [removed: 7.2%] [added: 25.3%] | | | | | | [removed: 8.8%] [added: 7.2%] | | | | | | | | |

| MSCI China (local currency) | | | | | | | | | [removed: 15.7%] [added: 28.3%] | | | | | | [removed: (13.2)%] [added: 15.7%] | | | | | | | | |

| MSCI Emerging Markets | | | | | | | | | [removed: 5.1%] [added: 30.6%] | | | | | | [removed: 7.0%] [added: 5.1%] | | | | | | | | |

| MSCI Europe (local currency) | | | | | | | | | [removed: 5.8%] [added: 16.3%] | | | | | | [removed: 12.7%] [added: 5.8%] | | | | | | | | |

| MSCI Japan (local currency) | | | | | | | | | [removed: 18.5%] [added: 21.8%] | | | | | | [removed: 25.9%] [added: 18.5%] | | | | | | | | |

| Bloomberg US Aggregate Bond | | | | | | | | | [removed: 1.3%] [added: 7.3%] | | | | | | [removed: 5.5%] [added: 1.3%] | | | | | | | | |

| Bloomberg Global [removed: Aggregated] [added: Aggregate] Bond [added: (local currency)] | | | | | | | | | [removed: (1.7)%] [added: 4.4%] | | | | | | [removed: 5.7%] [added: (1.7)%] | | | | | | | | |

| Bloomberg China [removed: Aggregated] [added: Aggregate] Bond | | | | | | | | | [removed: 4.9%] [added: 5.1%] | | | | | | [removed: 2.7%] [added: 4.9%] | | | | | | | | |

We [removed: also remain highly focused] [added: continued to make progress] on [added: strengthening] our capital [removed: priorities,] [added: management, simplifying and focusing our organization,] investing in our key capabilities, [removed: efficiently allocating resources,] and [removed: simplifying and streamlining the organization] [added: accelerating growth] to position the company for greater scale, performance and improved profitability.

We are delivering on our commitment to [removed: improve our leverage profile] [added: deleverage] and maintain a strong balance sheet.

We remain committed to returning capital to shareholders longer term through a combination of share repurchases and modestly increasing [added: dividends.]

During the year, the company repurchased [removed: 2.9] [added: 5.4] million common shares for [removed: $49.6] [added: $100.4] million in the open market, and we expect to continue common share repurchases on a regular basis going forward.

To enhance the readability of the Results of Operations section, separate tables for each of the revenue, expense and other income and expenses [removed: (non-operating income/expense)] sections of the income statement introduce the narrative that follows, providing a section-by-section review of the company’s income statements for the periods presented.

Summary operating information for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] is presented in the table below.

| U.S. GAAP Financial Measures Summary | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Operating revenues | | | $ | [removed: 6,067.0] [added: 6,377.1] | | | | | $ | [removed: 5,716.4] [added: 6,067.0] | | | | | $ | [removed: 6,048.9] [added: 5,716.4] | |

| Operating income/(loss) | | | $ | [removed: 832.1] [added: (695.7)] | | | | | $ | [removed: (434.8)] [added: 832.1] | | | | | $ | [removed: 1,317.7] [added: (434.8)] | |

| Operating margin | | | [removed: 13.7] [added: (10.9)] | | % | | | | [removed: (7.6)] [added: 13.7] | | % | | | | [removed: 21.8] [added: (7.6)] | | % |

| Net income/(loss) attributable to Invesco Ltd. | | | $ | [removed: 538.0] [added: (726.3)] | | | | | $ | [removed: (333.7)] [added: 538.0] | | | | | $ | [removed: 683.9] [added: (333.7)] | |

| Diluted earnings per share (EPS) | | | $ | [removed: 1.18] [added: (1.60)] | | | | | $ | [removed: (0.73)] [added: 1.18] | | | | | $ | [removed: 1.49] [added: (0.73)] | |

| Net revenues | | | $ | [removed: 4,400.5] [added: 4,658.5] | | | | | $ | [removed: 4,310.7] [added: 4,400.5] | | | | | $ | [removed: 4,645.0] [added: 4,310.7] | |

| Adjusted operating income | | | $ | [removed: 1,370.7] [added: 1,557.8] | | | | | $ | [removed: 1,213.5] [added: 1,370.7] | | | | | $ | [removed: 1,614.8] [added: 1,213.5] | |

| Adjusted operating margin | | | [removed: 31.1] [added: 33.4] | | % | | | | [removed: 28.2] [added: 31.1] | | % | | | | [removed: 34.8] [added: 28.2] | | % |

| Adjusted net income attributable to Invesco Ltd. | | | $ | [removed: 781.7] [added: 922.0] | | | | | $ | [removed: 689.7] [added: 781.7] | | | | | $ | [removed: 773.2] [added: 689.7] | |

| Adjusted diluted earnings per share (EPS) | | | $ | [removed: 1.71] [added: 2.03] | | | | | $ | [removed: 1.51] [added: 1.71] | | | | | $ | [removed: 1.68] [added: 1.51] | |

| Ending AUM (billions) | | | $ | [removed: 1,846.0] [added: 2,169.9] | | | | | $ | [removed: 1,585.3] [added: 1,846.0] | | | | | $ | [removed: 1,409.2] [added: 1,585.3] | |

| Average AUM (billions) | | | $ | [removed: 1,712.2] [added: 2,000.1] | | | | | $ | [removed: 1,500.6] [added: 1,712.2] | | | | | $ | [removed: 1,452.5] [added: 1,500.6] | |

[added: Among] Invesco's [removed: first] strategic [removed: objective] [added: objectives] is a commitment to deliver the excellence our clients expect, which includes strong investment performance over the long-term for our clients.

| Overall | | | [removed: 48] [added: 38] | | % | [removed: 49] [added: 44] | | % | [removed: 47] [added: 48] | | % | | | | [removed: 23] [added: 27] | | % | [removed: 20] [added: 26] | | % | [removed: 23] [added: 19] | | % | | | | [removed: 64] [added: 61] | | % | [removed: 62] [added: 63] | | % | [removed: 68] [added: 70] | | % |

| Fundamental Equities | | | [removed: 33] [added: 19] | | % | [removed: 37] [added: 31] | | % | [removed: 35] [added: 40] | | % | | | | [removed: 38] [added: 34] | | % | [removed: 27] [added: 28] | | % | [removed: 20] [added: 10] | | % | | | | [removed: 46] [added: 39] | | % | [removed: 44] [added: 35] | | % | [removed: 46] [added: 52] | | % |

| Fundamental Fixed Income | | | [removed: 40] [added: 15] | | % | [removed: 40] [added: 22] | | % | [removed: 38] [added: 23] | | % | | | | [removed: 26] [added: 38] | | % | [removed: 23] [added: 44] | | % | [removed: 44] [added: 42] | | % | | | | [removed: 60] [added: 45] | | % | [removed: 52] [added: 59] | | % | [removed: 60] [added: 64] | | % |

| S&P 500 Value | | | | | | | | | 11.0% | | | | | | 9.8% | | | | | | | | |

We repaid in full the $500.0 million three-year Term Loan Agreement entered into in the second quarter of 2025 and ended the year with cash and cash equivalents of $1.0 billion.

Additionally, on January 15, 2026, we redeemed the $500.0 million of senior notes that matured on January 15, 2026.

Additionally, we repurchased $1.5 billion of Invesco’s outstanding Series A Preferred Stock during the year.

We also amended and restated the $2.0 billion floating rate Revolving Credit Agreement, increasing the borrowing capacity to $2.5 billion and extending the expiration date to May 16, 2030.

In addition to our previously announced broader strategic product and distribution partnership with Barings (MassMutual's global asset management subsidiary), we also announced a new strategic partnership with LGT Capital Partners during the fourth quarter.

These partnerships aim to develop a suite of multi-alternative private markets solutions focused on the U.S. wealth and retirement channels.

On December 20, 2025, Invesco QQQ Trust converted from a unit investment trust (UIT) to an open-end fund ETF.

The modernized QQQ ETF provides investors with a more beneficial way to access the companies of the Nasdaq-100 Index, including a reduced expense ratio and enhanced operational flexibility.

This change also deepens the company's ability to generate new revenues and drive profitability.

During the fourth quarter, we completed the sale of the intelliflo business as part of our efforts to sharpen our strategic focus.

We also completed the sale of 60% of our interest in Invesco Asset Management (India) Private Limited to IndusInd

International Holdings Limited to enhance the revenue generation of the business by combining our asset management expertise with their domestic distribution network.

On January 13, 2026, we announced that we entered into an agreement to sell our Canadian fund management agreements to CI Global Asset Management and form a long-term strategic partnership under which we will continue to provide portfolio management services through a sub-advisory arrangement to approximately 66 of the 104 Canadian mutual funds and ETFs with approximately $9 billion of AUM.

Movements in global capital market levels, net inflows (or outflows), and changes in the mix of investment products between and within asset classes and geographies may materially affect our revenues from period to period.

| Beginning Assets (January 1) | | | $ | 1,846.0 | | | | | $ | 1,585.3 | | | | | $ | 1,409.2 | |

| Long-term inflows | | | 515.0 | | | | | | 419.0 | | | | | | 299.1 | | |

| Long-term outflows | | | (433.8) | | | | | | (353.9) | | | | | | (288.9) | | |

| Total net flows | | | 104.4 | | | | | | 118.3 | | | | | | 5.3 | | |

| Foreign currency translation | | | 17.0 | | | | | | (16.3) | | | | | | (0.4) | | |

| Ending Assets (December 31) | | | $ | 2,169.9 | | | | | $ | 1,846.0 | | | | | $ | 1,585.3 | |

| Average AUM | | | $ | 2,000.1 | | | | | $ | 1,712.2 | | | | | $ | 1,500.6 | |

(1) Non-management fee earning flows include Invesco QQQ Trust’s flows prior to its restructuring from an UIT to an open-end fund ETF on December 20, 2025.

Net long-term flows include Invesco QQQ Trust’s flows beginning on December 20, 2025.

(3) Performance fees are earned when defined performance metrics are achieved.

Net revenue yield includes net revenues from Invesco QQQ Trust beginning on December 20, 2025.

| Transfers | | | — | | | | | | (9.5) | | | | | | 9.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Beginning Assets (January 1) | | | $ | 1,846.0 | | | | | $ | 484.9 | | | | | $ | 279.1 | | | | | $ | 276.7 | | | | | $ | 129.6 | | | | | $ | 93.2 | | | | | $ | 72.2 | | | | | $ | 191.4 | | | | | $ | 318.9 | |

| Long-term inflows | | | 515.0 | | | | | | 197.6 | | | | | | 89.6 | | | | | | 50.5 | | | | | | 28.4 | | | | | | 124.0 | | | | | | 19.9 | | | | | | — | | | | | | 5.0 | | |

| Long-term outflows | | | (433.8) | | | | | | (135.4) | | | | | | (72.5) | | | | | | (71.6) | | | | | | (30.6) | | | | | | (101.2) | | | | | | (19.0) | | | | | | — | | | | | | (3.5) | | |

| Net long-term flows | | | 81.2 | | | | | | 62.2 | | | | | | 17.1 | | | | | | (21.1) | | | | | | (2.2) | | | | | | 22.8 | | | | | | 0.9 | | | | | | — | | | | | | 1.5 | | |

| Total net flows | | | 104.4 | | | | | | 62.2 | | | | | | 17.1 | | | | | | (21.1) | | | | | | (2.2) | | | | | | 26.0 | | | | | | 1.5 | | | | | | (2.4) | | | | | | 23.3 | | |

| Reinvested distributions | | | 24.5 | | | | | | 0.6 | | | | | | 2.2 | | | | | | 20.1 | | | | | | 0.8 | | | | | | — | | | | | | 0.6 | | | | | | 0.2 | | | | | | — | | |

| Market gains and losses | | | 193.9 | | | | | | 79.0 | | | | | | 11.0 | | | | | | 20.6 | | | | | | (0.1) | | | | | | 8.5 | | | | | | 9.7 | | | | | | 0.2 | | | | | | 65.0 | | |

| Dispositions | | | (15.9) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15.9) | | | | | | — | | | | | | — | | |

| Ending Assets (December 31) | | | $ | 2,169.9 | | | | | $ | 630.2 | | | | | $ | 311.5 | | | | | $ | 298.4 | | | | | $ | 130.7 | | | | | $ | 132.5 | | | | | $ | 69.7 | | | | | $ | 189.7 | | | | | $ | 407.2 | |

| Average AUM | | | $ | 2,000.1 | | | | | $ | 553.6 | | | | | $ | 299.0 | | | | | $ | 284.0 | | | | | $ | 131.3 | | | | | $ | 108.7 | | | | | $ | 75.6 | | | | | $ | 196.1 | | | | | $ | 351.8 | |

| (in billions) | | | Total | | | | | | ETFs and Index (4) | | | | | | Fundamental Fixed Income (5) | | | | | | Fundamental Equities (6) | | | | | | Private Markets (7) | | | | | | China JV (8) | | | | | | Multi-Asset/ Other (9) | | | | | | Global Liquidity (10) | | | | | | QQQ (11) | | |

| Beginning Assets (January 1) | | | $ | 1,585.3 | | | | | $ | 363.0 | | | | | $ | 270.7 | | | | | $ | 274.2 | | | | | $ | 130.8 | | | | | $ | 83.5 | | | | | $ | 66.2 | | | | | $ | 166.9 | | | | | $ | 230.0 | |

| Long-term inflows | | | 419.0 | | | | | | 193.0 | | | | | | 68.5 | | | | | | 38.3 | | | | | | 25.1 | | | | | | 75.3 | | | | | | 18.8 | | | | | | — | | | | | | — | | |

| S&P 500 Values | | | | | | | | | 9.8% | | | | | | 19.8% | | | | | | | | |

We continued to make progress in executing our strategic priorities and leveraging our competitive advantages to improve operating performance in 2024.

Higher operating revenues along with expense discipline contributed to an increase in operating income from the prior year.

See additional discussion in the "Results of Operations" section.

We redeemed our $600 million senior notes, that were due on January 30, 2024, and we ended the year with cash and cash equivalents of $1 billion and a zero balance on our revolving credit facility.

dividends.

____________

The following presentation and discussion of AUM includes Passive and Active AUM.

Passive AUM include index-based ETFs, UITs, non-management fee earning AUM and other passive mandates.

Active AUM are Total AUM less Passive AUM.

Non-management fee earning AUM includes non-management fee earning ETFs, UITs and product leverage.

The net flows in non-management fee earning AUM can be relatively short-term in nature and, due to the relatively low revenue yield, these net flows can have a significant impact on overall net revenue yield.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Beginning Assets (January 1) | | | $ | 1,585.3 | | | | | $ | 985.3 | | | | | $ | 600.0 | | | | | $ | 1,409.2 | | | | | $ | 976.2 | | | | | $ | 433.0 | | | | | $ | 1,610.9 | | | | | $ | 1,082.5 | | | | | $ | 528.4 | |

| Long-term inflows | | | 419.0 | | | | | | 194.0 | | | | | | 225.0 | | | | | | 299.1 | | | | | | 164.3 | | | | | | 134.8 | | | | | | 330.3 | | | | | | 197.9 | | | | | | 132.4 | | |

| Long-term outflows | | | (353.9) | | | | | | (209.4) | | | | | | (144.5) | | | | | | (288.9) | | | | | | (193.3) | | | | | | (95.6) | | | | | | (330.8) | | | | | | (226.2) | | | | | | (104.6) | | |

| Total net flows | | | 118.3 | | | | | | 8.0 | | | | | | 110.3 | | | | | | 5.3 | | | | | | (40.1) | | | | | | 45.4 | | | | | | 52.7 | | | | | | 28.1 | | | | | | 24.6 | | |

| Foreign currency translation | | | (16.3) | | | | | | (12.8) | | | | | | (3.5) | | | | | | (0.4) | | | | | | (0.9) | | | | | | 0.5 | | | | | | (26.1) | | | | | | (24.0) | | | | | | (2.1) | | |

| Ending Assets (December 31) | | | $ | 1,846.0 | | | | | $ | 1,026.5 | | | | | $ | 819.5 | | | | | $ | 1,585.3 | | | | | $ | 985.3 | | | | | $ | 600.0 | | | | | $ | 1,409.2 | | | | | $ | 976.2 | | | | | $ | 433.0 | |

| Average AUM | | | $ | 1,712.2 | | | | | $ | 1,001.9 | | | | | $ | 710.3 | | | | | $ | 1,500.6 | | | | | $ | 992.3 | | | | | $ | 508.3 | | | | | $ | 1,452.5 | | | | | $ | 988.2 | | | | | $ | 464.3 | |

| Active net revenue yield ex performance fees | | | 36.9 | | | | | | 37.7 | | | | | | 40.7 | | |

| Passive net revenue yield ex QQQ (2) | | | 14.9 | | | | | | 16.0 | | | | | | 18.1 | | |

(2) Performance fees are earned when certain performance metrics are achieved; Invesco QQQ Trust does not earn net revenues.

Passive net revenue yield is calculated excluding Invesco QQQ Trust AUM.

| (in billions) | | | Total | | | | | | Retail | | | | | | Institutional | | | | | | Total | | | | | | Retail | | | | | | Institutional | | | | | | Total | | | | | | Retail | | | | | | Institutional | | |

See accompanying notes immediately following these AUM tables.

| Beginning Assets (January 1) | | | $ | 1,585.3 | | | | | $ | 362.1 | | | | | $ | 272.6 | | | | | $ | 260.5 | | | | | $ | 129.7 | | | | | $ | 108.0 | | | | | $ | 57.4 | | | | | $ | 165.0 | | | | | $ | 230.0 | |

| Long-term inflows | | | 419.0 | | | | | | 192.7 | | | | | | 68.5 | | | | | | 35.7 | | | | | | 25.0 | | | | | | 86.7 | | | | | | 10.4 | | | | | | — | | | | | | — | | |

| Long-term outflows | | | (353.9) | | | | | | (121.4) | | | | | | (60.7) | | | | | | (59.9) | | | | | | (20.9) | | | | | | (78.1) | | | | | | (12.9) | | | | | | — | | | | | | — | | |

| Net long-term flows | | | 65.1 | | | | | | 71.3 | | | | | | 7.8 | | | | | | (24.2) | | | | | | 4.1 | | | | | | 8.6 | | | | | | (2.5) | | | | | | — | | | | | | — | | |

| Total net flows | | | 118.3 | | | | | | 71.3 | | | | | | 7.8 | | | | | | (24.2) | | | | | | 4.1 | | | | | | 8.4 | | | | | | (1.8) | | | | | | 23.6 | | | | | | 29.1 | | |

| Market gains and losses | | | 142.7 | | | | | | 53.2 | | | | | | 3.2 | | | | | | 21.2 | | | | | | (4.6) | | | | | | 5.6 | | | | | | 3.8 | | | | | | 0.5 | | | | | | 59.8 | | |

| Ending Assets (December 31) | | | $ | 1,846.0 | | | | | $ | 484.0 | | | | | $ | 281.1 | | | | | $ | 266.5 | | | | | $ | 128.5 | | | | | $ | 118.8 | | | | | $ | 58.8 | | | | | $ | 189.4 | | | | | $ | 318.9 | |

| Average AUM | | | $ | 1,712.2 | | | | | $ | 423.8 | | | | | $ | 276.9 | | | | | $ | 269.4 | | | | | $ | 128.5 | | | | | $ | 112.1 | | | | | $ | 59.8 | | | | | $ | 165.9 | | | | | $ | 275.8 | |

| Beginning Assets (January 1) | | | $ | 1,409.2 | | | | | $ | 285.6 | | | | | $ | 261.3 | | | | | $ | 238.8 | | | | | $ | 129.9 | | | | | $ | 113.6 | | | | | $ | 57.7 | | | | | $ | 176.4 | | | | | $ | 145.9 | |

| Long-term inflows | | | 299.1 | | | | | | 124.1 | | | | | | 60.6 | | | | | | 36.7 | | | | | | 16.1 | | | | | | 52.5 | | | | | | 9.1 | | | | | | — | | | | | | — | | |

| Net long-term flows | | | 10.2 | | | | | | 33.3 | | | | | | 1.0 | | | | | | (17.6) | | | | | | 0.6 | | | | | | (2.6) | | | | | | (4.5) | | | | | | — | | | | | | — | | |

| Foreign currency translation | | | (0.4) | | | | | | 0.4 | | | | | | (1.0) | | | | | | 1.6 | | | | | | 0.7 | | | | | | (3.1) | | | | | | 0.9 | | | | | | 0.1 | | | | | | — | | |

| Ending Assets (December 31) | | | $ | 1,585.3 | | | | | $ | 362.1 | | | | | $ | 272.6 | | | | | $ | 260.5 | | | | | $ | 129.7 | | | | | $ | 108.0 | | | | | $ | 57.4 | | | | | $ | 165.0 | | | | | $ | 230.0 | |

| [added: (in millions)] | | | December 31, [removed: 2024 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2025] | | | | | | [added: December 31, 2024] | | |

| [removed: (in millions)] [added: (in millions)] | | | Fair Value | | | | | | Fair Value assuming 10% increase | | | | | | Fair Value assuming 10% decrease | | | | | | | | | | | | | | | | | | | | |

| Total assets measured at fair value exposed to market risk | | | $ | [removed: 371.2] [added: 414.4] | | | | | $ | [removed: 408.3] [added: 455.8] | | | | | $ | [removed: 334.1] [added: 373.0] | | | | | | | | | | | | | | | | | | | |

(1)If such a 10% increase or decrease in fair values were to occur, the change attributable to [removed: $371.2] [added: $414.4] million of these equity investments would result in a corresponding increase or decrease in our pre-tax earnings.

At December 31, [removed: 2024, $219.6] [added: 2025, $128.2] million of these equity investments are held to hedge economically certain deferred compensation plans in which the company's employees participate.

The notional value of the TRS at December 31, [removed: 2024] [added: 2025] was [removed: $421.2] [added: $553.0] million.

Cash balances invested in money market funds of [removed: $479.3] [added: $477.9] million have been excluded from the table above.

The company is exposed to interest rate risk primarily through its [removed: external debt] [added: Debt] and [removed: cash] [added: Cash] and cash equivalent investments.

On December 31, [removed: 2024,] [added: 2025,] the interest rates on [removed: 100.0%] [added: 48.8%] of the company's borrowings were fixed for a weighted average period of [removed: 8.9] [added: 7.9] years, and the company had a balance of [removed: zero] [added: $437.7 million] on its [removed: revolving credit agreement.][added: Revolving Credit Agreement.]

| Fixed rate | | | $ | [removed: 890.6] [added: 891.5] | | | | | $ | [removed: 1,489.5] [added: 890.6] | |

| Floating rate | | | [removed: —] [added: 933.6] | | | | | | — | | |

| Total | | | $ | [removed: 890.6] [added: 1,825.1] | | | | | $ | [removed: 1,489.5] [added: 890.6] | |

| Weighted average interest rate percentage | | | [removed: 4.6] [added: 4.8] | | % | | | | [removed: 4.3] [added: 4.6] | | % |

| Weighted average period for which rate is fixed in years | | | [removed: 8.9] [added: 7.9] | | | | | | [removed: 6.0] [added: 8.9] | | |

Net foreign exchange revaluation [removed: gains and] losses were [removed: zero in 2024 (2023: $0.9] [added: $8.3] million [removed: of] [added: in 2025 (2024: zero revaluation gains and] losses) and are included in General and administrative expenses and Other gains and losses, net on the Consolidated Statements of Income.

| | | | December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity investments (1) | | | $ | 414.4 | | | | | $ | 455.8 | | | | | $ | 373.0 | | | | | | | | | | | | | | | | | | | |

| Net investments in CIP (2) | | | $ | 397.1 | | | | | $ | 436.8 | | | | | $ | 357.4 | | | | | | | | | | | | | | | | | | | |

| Equity investments (1) | | | $ | 371.2 | | | | | $ | 408.3 | | | | | $ | 334.1 | | | | | | | | | | | | | | | | | | | |

| Net investments in CIP (2) | | | $ | 401.4 | | | | | $ | 441.5 | | | | | $ | 361.3 | | | | | | | | | | | | | | | | | | | |

| (in millions) | | | December 31, 2024 | | | | | | December 31, 2023 | | |

With approximately [removed: 8,500] [added: 7,500] employees and an on-the-ground presence in more than 20 countries, Invesco is well positioned to meet the needs of investors across the globe.

As of December 31, [removed: 2024,] [added: 2025,] the firm managed approximately [removed: $1.85] [added: $2.2] trillion in assets for investors around the world.

The key drivers of success for Invesco are [added: strong] long-term investment performance, [added: positive market performance,] high-quality client service, effective distribution relationships delivered across a diverse spectrum of investment management capabilities, distribution channels, geographic areas and market exposures, and competitive pricing.

While performance remains paramount and competitive pricing is essential, best-in class experience and value-added services (including portfolio [removed: analytics and] [added: analytics,] consultative [removed: solutions)] [added: solutions, and digital tools)] increasingly differentiate managers.

- Investors [added: who] are selecting active strategies [removed: and] place a high bar on proven and consistent [removed: performance.][added: performance across various wrappers.]

- Investment capabilities will be delivered efficiently and seamlessly using [removed: technologies, platforms,] [added: vehicles] and [removed: vehicles.][added: technologies including models, SMAs, and tokenized platforms.]

Additionally, the U.S. and China will continue to be the dominant global wealth markets, and global asset management leaders will need a considerable footprint in these [removed: markets.][added: markets, along with additional high opportunity markets in EMEA and across the globe.]

We believe the depth and breadth of Invesco's platform position us to understand, anticipate, and meet our clients' [removed: needs,] [added: needs and to compete] successfully [removed: competing] [added: with others] within our [removed: industry over the long term.][added: industry.]

We [added: believe we] have an advantageous position globally as a diversified, client-centric asset manager and a strategy to deliver for our shareholders.

- Grow high demand private markets capabilities leveraging our strong retail [removed: channel and] [added: channel,] expanding investment [removed: strategies.][added: strategies, and partnerships.]

- [removed: Embed] [added: Harness innovation including AI to utilize] next generation technology across all aspects of the [removed: business][added: business.]

- Strengthen financial flexibility emphasizing operating [removed: leverage][added: leverage.]

[removed: As an integrated global investment manager, we are keenly focused] [added: - Focus] on meeting clients' needs and operating effectively and efficiently.

We believe that the proven strength of our distinct and globally located investment teams and their well-defined investment disciplines and risk management approaches provide us with a [removed: robust] competitive advantage.

Retail AUM were [removed: $1,265.6] [added: $1,515.7] billion at December 31, [removed: 2024.][added: 2025.]

Our retail products are primarily distributed through third-party financial intermediaries, including major [removed: wire houses,] [added: wirehouses,] direct wealth platforms, regional broker-dealers, insurance companies, banks and financial planners in the Americas, and independent brokers and financial advisors, banks and direct wealth platforms in EMEA and APAC.

As of December 31, [removed: 2024,] [added: 2025,] Invesco's U.S. retail business, including our ETFs franchise, is among the leading asset managers in the U.S., and Invesco's retail business in EMEA is among the largest non-proprietary investment managers in the retail channel.

In addition, Invesco Great Wall Fund Management Company Limited (IGW or Invesco Great Wall), our joint venture in China, is one of the largest [removed: Sino-foreign] [added: asset] managers [removed: of equity products] in China, with total AUM of approximately [removed: $93.2] [added: $132.5] billion at December 31, [removed: 2024.][added: 2025.]

Institutional AUM were [removed: $580.4] [added: $654.2] billion at December 31, [removed: 2024.][added: 2025.]

We offer a broad suite of domestic and global [removed: strategies, including] [added: capabilities, ranging from] traditional [added: active, passive] and quantitative equities, [added: and] fixed income (including money market funds for institutional [removed: clients),] [added: clients) to multi-asset solutions to alternative investments such as] real estate, [removed: financial structures] [added: private credit,] and absolute return strategies.

We have a diversified client base that includes major public and private entities, unions, non-profit organizations, endowments, foundations, pension funds, financial [removed: institutions] [added: institutions, insurers] and sovereign wealth funds.

[removed: One] [added: We believe one] of Invesco's competitive strengths is the diversification of AUM by client domicile, distribution channel and investment capability.

The following tables present a breakdown of AUM by client domicile, distribution channel and investment capability as of December 31, [removed: 2024.][added: 2025.]

See the company's disclosures regarding the changes in AUM for the year ended December 31, [removed: 2024] [added: 2025] in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Assets Under Management” for additional information regarding changes in AUM.

| By Client Domicile | | | | | | | | | | | | [removed: ] [added: ] | | |

| [added: By Distribution Channel] | | | | | | | | | | | | [removed: ] [added: ] | | |

| By Investment Capability | | | | | | | | | | | | [removed: ] [added: ] | | |

| c ETFs and Index | | | $ | [removed: 484.0] [added: 630.2] | | | | | [removed: 33.7] [added: 30.0] | | % | | | |

| c Fundamental Fixed Income | | | [removed: 281.1] [added: 311.5] | | | | | | [removed: 3.1] [added: 11.6] | | % | | | |

| c Multi-Asset/Other | | | [removed: 58.8] [added: 69.7] | | | | | | [removed: 2.4] [added: (3.5)] | | % | | | |

Invesco invests significantly in talent development, [removed: health and welfare] [added: employee benefit] programs, technology and other resources that support our employees in developing their full [removed: potential both personally and professionally.][added: potential.]

We believe that an employee community that is diverse and inclusive, engaged in [removed: community involvement] [added: their communities] and invested in employee well-being will drive positive outcomes for our clients and shareholders.

As of December 31, [removed: 2024,] [added: 2025,] the company had [removed: 8,508] [added: 7,499] (December 31, [removed: 2023: 8,489)] [added: 2024: 8,508)] employees with an on-the-ground presence in over 20 countries.

Fees vary with the type of assets being managed, with higher fees earned on actively managed equity and balanced accounts, along with real estate and other alternative asset products, and with lower fees earned on fixed income, money [removed: market and] [added: market,] stable value accounts, and ETFs.

In addition to our established retail intermediary networks, digital distribution channels are playing an increasingly important role in shaping client engagement and product delivery.

Digitally native financial institutions and online wealth platforms are becoming a growing source of retail asset flows, expanding investor access to our strategies through mobile‑first and data‑driven advisory ecosystems.

Further, we also continue to explore opportunities in the emerging trend of tokenization, which has the potential to transform the delivery and operational efficiency of investment products through enhanced accessibility, fractionalization, and streamlined settlement.

| c Americas | | | $ | 1,492.4 | | | | | 13.4 | | % | | | |

| c EMEA | | | 356.5 | | | | | | 37.0 | | % | | | |

| c APAC | | | 321.0 | | | | | | 18.8 | | % | | | |

| Total | | | $ | 2,169.9 | | | | | | | | | | |

| c Retail | | | $ | 1,515.7 | | | | | 19.8 | | % | | | |

| c Institutional | | | 654.2 | | | | | | 12.7 | | % | | | |

| Total | | | $ | 2,169.9 | | | | | | | | | | |

| c Fundamental Equities | | | 298.4 | | | | | | 7.8 | | % | | | |

| c Private Markets | | | 130.7 | | | | | | 0.8 | | % | | | |

| c China JV | | | 132.5 | | | | | | 42.2 | | % | | | |

| c Global Liquidity | | | 189.7 | | | | | | (0.9) | | % | | | |

| c QQQ | | | 407.2 | | | | | | 27.7 | | % | | | |

| Total | | | $ | 2,169.9 | | | | | | | | | | |

The company operates in an environmentally responsible manner.

The Board has oversight responsibility for the company’s risk management program and processes.

We take a unified approach to our business and present our financial statements and other disclosures under one operating segment, “investment management.”

A key focus of our business is fostering a strong investment culture and providing the support that enables our investment teams to maintain well-performing investment capabilities.

We believe the ability to leverage the capabilities of our investment teams to help clients across the globe achieve their investment objectives is a significant differentiator for our firm.

Note that not all products sold in the retail distribution channel are in "retail" vehicles, and not all products sold in the institutional channel are in "institutional" vehicles, as described in the table below.

This aggregation, however, is viewed as a proxy for presenting AUM in the retail and institutional markets in which we operate.

The following lists our primary investment vehicles by distribution channel:

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Retail | | | | | | Institutional | | | | | |

| ● Alternative Investment Funds (AIF) | | | | | | ● Collective Trust Funds | | | | | |

| ● Closed-end Mutual Funds | | | | | | ● ETFs | | | | | |

| ● Exchange-traded funds (ETFs) | | | | | | ● Institutional Separate Accounts | | | | | |

| ● Individual Savings Accounts | | | | | | ● Open-end Mutual Funds | | | | | |

| ● Investment Companies with Variable Capital (ICVC) | | | | | | ● Private Funds | | | | | |

| ● Investment Trusts | | | | | | | | | | | |

| ● Real Estate Investment Trusts (REIT) | | | | | | | | | | | |

| ● Open-end Mutual Funds | | | | | | | | | | | |

| ● Private Funds | | | | | | | | | | | |

| ● Separately Managed Accounts (SMA) | | | | | | | | | | | |

| ● Société d'investissement à Capital Variable (SICAV) | | | | | | | | | | | |

| ● Unit Investment Trusts (UITs) | | | | | | | | | | | |

| ● Variable Insurance Funds | | | | | | | | | | | |

Additionally, the fourth table below illustrates the split of our AUM as Passive and Active.

Passive AUM include index-based ETFs, UITs, non-management fee earning AUM and other passive mandates.

Active AUM are total AUM less Passive AUM.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (in billions) | | | Total | | | | | | 1-Yr Change | | | | | |

| c Americas | | | $ | 1,315.5 | | | | | 16.0 | | % | | | |

| c EMEA | | | 260.3 | | | | | | 20.6 | | % | | | |

| c APAC | | | 270.2 | | | | | | 14.7 | | % | | | |

| Total | | | $ | 1,846.0 | | | | | | | | | | |

| By Distribution Channel | | | | | | | | | | | | | | |

| c Retail | | | $ | 1,265.6 | | | | | 21.5 | | % | | | |

| c Institutional | | | 580.4 | | | | | | 6.8 | | % | | | |

| c Fundamental Equities | | | 266.5 | | | | | | 2.3 | | % | | | |

| c Private Markets | | | 128.5 | | | | | | (0.9) | | % | | | |

| c APAC Managed | | | 118.8 | | | | | | 10.0 | | % | | | |

| c Global Liquidity | | | 189.4 | | | | | | 14.8 | | % | | | |

| c QQQ | | | 318.9 | | | | | | 38.7 | | % | | | |

See [added: Part II,] Item 8, Financial Statements and Supplementary Data, Note 17, "Commitments and Contingencies" for information regarding legal proceedings.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

| 1331 Spring [removed: Street,] [added: Street NW,] | | | Suite 2500, | | | Atlanta, | | | GA | | | | | | 30309 | | |

At June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the voting stock held by non-affiliates was [removed: $5.5] [added: $5.7] billion, based on the closing price of the registrant's Common Shares, par value U.S. $0.20 per share, on the New York Stock Exchange.

At January 31, [removed: 2025,] [added: 2026,] the most recent practicable date, the number of Common Shares outstanding was [removed: 447,601,799.][added: 443,673,777.]

The registrant will incorporate by reference information required in response to Part II, Item 5 and Part III, Items 10-14 in its definitive Proxy Statement for its annual meeting of shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2024.][added: 2025.]

| [removed: [Glossary of Defined Terms](#i35ca94e1fd024ff589ba30053619a910_10)] [added: GLOSSARY OF DEFINED TERMS] | | | [removed: [i](#i35ca94e1fd024ff589ba30053619a910_10)] | | | [added: | | |]

| [Special Cautionary Note Regarding Forward-Looking [removed: Statements](#i35ca94e1fd024ff589ba30053619a910_13)] [added: Statements](#i12258b59834c48a088220683e2658252_13)] | | | [removed: [1](#i35ca94e1fd024ff589ba30053619a910_13)] [added: [1](#i12258b59834c48a088220683e2658252_13)] | | |

| [Item 1. [removed: Business](#i35ca94e1fd024ff589ba30053619a910_22)] [added: Business](#i12258b59834c48a088220683e2658252_22)] | | | [removed: [4](#i35ca94e1fd024ff589ba30053619a910_22)] [added: [5](#i12258b59834c48a088220683e2658252_22)] | | |

| [Item 1A. Risk [removed: Factors](#i35ca94e1fd024ff589ba30053619a910_25)] [added: Factors](#i12258b59834c48a088220683e2658252_2415)] | | | [removed: [10](#i35ca94e1fd024ff589ba30053619a910_25)] [added: [10](#i12258b59834c48a088220683e2658252_2415)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i35ca94e1fd024ff589ba30053619a910_28)] [added: Comments](#i12258b59834c48a088220683e2658252_28)] | | | [removed: [26](#i35ca94e1fd024ff589ba30053619a910_28)] [added: [26](#i12258b59834c48a088220683e2658252_28)] | | |

| [Item 1C. [removed: Cybersecurity](#i35ca94e1fd024ff589ba30053619a910_31)] [added: Cybersecurity](#i12258b59834c48a088220683e2658252_31)] | | | [removed: [26](#i35ca94e1fd024ff589ba30053619a910_31)] [added: [26](#i12258b59834c48a088220683e2658252_31)] | | |

| [Item 2. [removed: Properties](#i35ca94e1fd024ff589ba30053619a910_34)] [added: Properties](#i12258b59834c48a088220683e2658252_34)] | | | [removed: [27](#i35ca94e1fd024ff589ba30053619a910_34)] [added: [27](#i12258b59834c48a088220683e2658252_34)] | | |

| [Item 3. Legal [removed: Proceedings](#i35ca94e1fd024ff589ba30053619a910_37)] [added: Proceedings](#i12258b59834c48a088220683e2658252_37)] | | | [removed: [27](#i35ca94e1fd024ff589ba30053619a910_37)] [added: [27](#i12258b59834c48a088220683e2658252_37)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i35ca94e1fd024ff589ba30053619a910_40)] [added: Disclosures](#i12258b59834c48a088220683e2658252_40)] | | | [removed: [27](#i35ca94e1fd024ff589ba30053619a910_40)] [added: [27](#i12258b59834c48a088220683e2658252_40)] | | |

| [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i35ca94e1fd024ff589ba30053619a910_46)] [added: Securities](#i12258b59834c48a088220683e2658252_46)] | | | [removed: [28](#i35ca94e1fd024ff589ba30053619a910_46)] [added: [28](#i12258b59834c48a088220683e2658252_46)] | | |

| [Item 6. [removed: \[Reserved\]](#i35ca94e1fd024ff589ba30053619a910_49)] [added: \[Reserved\]](#i12258b59834c48a088220683e2658252_49)] | | | [removed: [30](#i35ca94e1fd024ff589ba30053619a910_49)] [added: [30](#i12258b59834c48a088220683e2658252_49)] | | |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i35ca94e1fd024ff589ba30053619a910_52)] [added: Operations](#i12258b59834c48a088220683e2658252_52)] | | | [removed: [30](#i35ca94e1fd024ff589ba30053619a910_52)] [added: [30](#i12258b59834c48a088220683e2658252_52)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i35ca94e1fd024ff589ba30053619a910_136)] [added: Risk](#i12258b59834c48a088220683e2658252_130)] | | | [removed: [59](#i35ca94e1fd024ff589ba30053619a910_136)] [added: [58](#i12258b59834c48a088220683e2658252_130)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i35ca94e1fd024ff589ba30053619a910_139)] [added: Data](#i12258b59834c48a088220683e2658252_133)] | | | [removed: [62](#i35ca94e1fd024ff589ba30053619a910_139)] [added: [60](#i12258b59834c48a088220683e2658252_133)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i35ca94e1fd024ff589ba30053619a910_229)] [added: Disclosure](#i12258b59834c48a088220683e2658252_220)] | | | [removed: [101](#i35ca94e1fd024ff589ba30053619a910_229)] [added: [100](#i12258b59834c48a088220683e2658252_220)] | | |

| [Item 9A. Controls and [removed: Procedures](#i35ca94e1fd024ff589ba30053619a910_232)] [added: Procedures](#i12258b59834c48a088220683e2658252_223)] | | | [removed: [101](#i35ca94e1fd024ff589ba30053619a910_232)] [added: [100](#i12258b59834c48a088220683e2658252_223)] | | |

| [Item 9B. Other [removed: Information](#i35ca94e1fd024ff589ba30053619a910_235)] [added: Information](#i12258b59834c48a088220683e2658252_226)] | | | [removed: [101](#i35ca94e1fd024ff589ba30053619a910_235)] [added: [100](#i12258b59834c48a088220683e2658252_226)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i35ca94e1fd024ff589ba30053619a910_238)] [added: Inspections](#i12258b59834c48a088220683e2658252_229)] | | | [removed: [101](#i35ca94e1fd024ff589ba30053619a910_238)] [added: [100](#i12258b59834c48a088220683e2658252_229)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i35ca94e1fd024ff589ba30053619a910_244)] [added: Governance](#i12258b59834c48a088220683e2658252_235)] | | | [removed: [102](#i35ca94e1fd024ff589ba30053619a910_244)] [added: [101](#i12258b59834c48a088220683e2658252_235)] | | |

| [Item 11. Executive [removed: Compensation](#i35ca94e1fd024ff589ba30053619a910_247)] [added: Compensation](#i12258b59834c48a088220683e2658252_238)] | | | [removed: [102](#i35ca94e1fd024ff589ba30053619a910_247)] [added: [101](#i12258b59834c48a088220683e2658252_238)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i35ca94e1fd024ff589ba30053619a910_250)] [added: Matters](#i12258b59834c48a088220683e2658252_241)] | | | [removed: [102](#i35ca94e1fd024ff589ba30053619a910_250)] [added: [101](#i12258b59834c48a088220683e2658252_241)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i35ca94e1fd024ff589ba30053619a910_253)] [added: Independence](#i12258b59834c48a088220683e2658252_244)] | | | [removed: [102](#i35ca94e1fd024ff589ba30053619a910_253)] [added: [101](#i12258b59834c48a088220683e2658252_244)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i35ca94e1fd024ff589ba30053619a910_256)] [added: Services](#i12258b59834c48a088220683e2658252_247)] | | | [removed: [102](#i35ca94e1fd024ff589ba30053619a910_256)] [added: [101](#i12258b59834c48a088220683e2658252_247)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#i35ca94e1fd024ff589ba30053619a910_262)] [added: Schedules](#i12258b59834c48a088220683e2658252_253)] | | | [removed: [103](#i35ca94e1fd024ff589ba30053619a910_262)] [added: [102](#i12258b59834c48a088220683e2658252_253)] | | |

| [Item 16. Form 10-K [removed: Summary](#i35ca94e1fd024ff589ba30053619a910_265)] [added: Summary](#i12258b59834c48a088220683e2658252_256)] | | | [removed: [103](#i35ca94e1fd024ff589ba30053619a910_265)] [added: [102](#i12258b59834c48a088220683e2658252_256)] | | |

[removed: GLOSSARY OF DEFINED TERMS][added: | [Glossary of Defined Terms](#i12258b59834c48a088220683e2658252_10) | | | [i](#i12258b59834c48a088220683e2658252_10) | | |]

| [removed: AIF] [added: AIFs] | | | — | | | Alternative Investment Funds | | |

| Covenant Adjusted EBITDA | | | — | | | A financial measure set forth in covenants in our [removed: revolving credit agreement,] [added: Credit Agreements (defined below),] which is defined to be earnings before income tax, depreciation, amortization, interest expense, common share-based compensation expense, unrealized (gains)/losses from investments, net, and unusual or otherwise non-recurring gains and losses | | |

| ERISA | | | — | | | [added: U.S.] Employee Retirement Income Security Act of 1974 | | |

| Revolving [removed: credit agreement or credit facility] [added: Credit Agreement] | | | — | | | [removed: Sixth] [added: Seventh] amended and restated credit agreement, dated as of [removed: April 26, 2023,] [added: May 16, 2025,] among Invesco Finance PLC and Bank of America included [removed: within] [added: as] Exhibit [removed: 10.1 of this Annual Report] [added: 10.3] on Form [removed: 10-K] [added: 10-Q for the period ended June 30, 2025] | | |

Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash flows, capital expenditures, and assets under management (AUM) that could differ materially from actual results due to known and unknown risks and other important factors, including, but not limited to, industry or market conditions, geopolitical events [added: including wars, global trade tensions, tariffs, natural disasters,] and pandemics or health crises and their respective potential impact on the company, acquisitions and divestitures, debt and our ability to obtain additional financing or make payments, regulatory developments, demand for and pricing of our products, the prospects for certain legal contingencies, and other aspects of our business or general economic conditions.

- exchange rate fluctuations, especially [removed: as] against the U.S. Dollar;

- Volatility and disruption in global or regional capital and credit markets, [added: equity, debt, private and commodity markets,] as well as adverse changes in the global economy, could negatively affect our AUM, revenues, net income and liquidity.

- Our revenues and net income from money market and other fixed income assets may be harmed by interest [added: rate volatility, prolonged high or low] rates, [removed: liquidity] [added: liquidity,] and credit volatility.

Table of Contents

| [PART I](#i12258b59834c48a088220683e2658252_19) | | | | | |

| [PART II](#i12258b59834c48a088220683e2658252_43) | | | | | |

| [PART III](#i12258b59834c48a088220683e2658252_232) | | | | | |

| [PART IV](#i12258b59834c48a088220683e2658252_250) | | | | | |

| [Exhibits](#i12258b59834c48a088220683e2658252_259) | | | [102](#i12258b59834c48a088220683e2658252_259) | | |

| [Signatures](#i12258b59834c48a088220683e2658252_262) | | | [106](#i12258b59834c48a088220683e2658252_262) | | |

| AML/CFT | | | | | | Anti-money laundering and the financing of terrorism | | |

| Credit Agreements | | | — | | | Revolving Credit Agreement (defined below) and Term Loan Agreements (defined below), collectively, Credit Agreements | | |

| ICT | | | — | | | Information, technology and communication | | |

| SMAs | | | — | | | Separately managed accounts | | |

| Term Loan Agreements | | | — | | | $500.0 million three-year and $500.0 million five-year Term Loan Credit Agreements, dated as of May 16, 2025, among Invesco Finance, Inc. and Bank of America included as Exhibit 10.1 on Form 10-Q for the period ended June 30, 2025 | | |

| UIT | | | — | | | Unit investment trust | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

ii

| [PART I](#i35ca94e1fd024ff589ba30053619a910_19) | | | | | |

| [PART II](#i35ca94e1fd024ff589ba30053619a910_43) | | | | | |

| [PART III](#i35ca94e1fd024ff589ba30053619a910_241) | | | | | |

| [PART IV](#i35ca94e1fd024ff589ba30053619a910_259) | | | | | |

| [Exhibits](#i35ca94e1fd024ff589ba30053619a910_268) | | | [103](#i35ca94e1fd024ff589ba30053619a910_268) | | |

| [Signatures](#i35ca94e1fd024ff589ba30053619a910_271) | | | [106](#i35ca94e1fd024ff589ba30053619a910_271) | | |

| CEO | | | — | | | Chief Executive Officer | | |

| ESMA | | | — | | | European Securities and Markets Authority | | |

| FCA | | | — | | | Financial Conduct Authority | | |

| GDPR | | | — | | | General Data Protection Regulation | | |

| SFC | | | — | | | Securities Futures Commission of Hong Kong | | |

| SFDR | | | — | | | Sustainable Finance Disclosure Regulation | | |

| UITs | | | — | | | Unit investment trusts | | |

The Global Security Department oversees, among others, the following groups across Invesco: Information Security, Strategic Intelligence, Corporate Security, [added: Enterprise Resilience,] Business Continuity, Crisis Management, Global Privacy Office, Business Security, [removed: Projects] and [added: Projects &] Strategy.

The information security program for the [removed: company, excluding the subsidiary noted below,] [added: company] is led by our Chief Information Security Officer (CISO) who reports directly to the GCSO and has extensive experience in information security and risk management.

As of December 31, [removed: 2024,] [added: 2025,] we have not experienced any cyber incidents that have materially affected or are reasonably likely to materially affect Invesco’s business strategy, results of operations or financial condition.

One company subsidiary operates on a distinct network and, therefore, manages its own information security program in close coordination with our Global Security Department.

This subsidiary’s program aligns with all aspects of the company's information security program and is led by a dedicated CISO who reports to the Chief Operating Officer of the subsidiary and has comprehensive experience managing cybersecurity programs.

The GCSO has indirect oversight of the subsidiary's CISO and its information security program.

For the subsidiary referenced above, an Enterprise Risk Management Steering Committee provides executive-level oversight and monitoring of its programs that manage information security and cyber related risk.

The members of this Enterprise Risk Management Steering Committee include the subsidiary’s Chief Executive Officer (CEO), Chief Operating Officer, Head of Risk, Head of Legal,

Head of Privacy and the subsidiary’s CISO, as well as the company’s GCSO and CISO.

The subsidiary’s CISO provides updates to the Board to facilitate its oversight at least annually.

Our registered office is located in Hamilton, Bermuda, and our corporate headquarters is in leased office space at 1331 Spring [removed: Street,] [added: Street NW,] Suite 2500, Atlanta, Georgia, 30309, U.S.A. Our principal regional centers are maintained in leased facilities, except as noted below, in the following locations:

Our common shares are listed and traded on the NYSE under the symbol “IVZ.” At January 31, [removed: 2025,] [added: 2026,] there were approximately [removed: 4,800] [added: 4,700] holders of record of our common shares.

The following graph illustrates the cumulative total shareholder return of our common shares over the five-year period beginning from the market close on the last trading day of [removed: 2019] [added: 2020] through and including the last trading day in the fiscal year ended December 31, [removed: 2024] [added: 2025] and compares it to the cumulative total return of the Standard & Poor's (S&P) 500 Index and to a group of peer investment management companies.

The equity compensation plan information required in Item 201(d) of Regulation S-K is set forth in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, [removed: 2024] [added: 2025] and is incorporated by reference in this Report.

The following table shows common share repurchase activity during the three months ended December 31, [removed: 2024:][added: 2025:]

(1) An aggregate of [removed: 45,596] [added: 32,809] common shares were surrendered to us by Invesco employees to satisfy tax withholding obligations in connection with the vesting of equity awards during the three months ended December 31, [removed: 2024.][added: 2025.]

(2) At December 31, [removed: 2024,] [added: 2025,] a balance of [removed: $332.6] [added: $232.2] million remains available under the common share repurchase authorization approved by the Board on July 22, 2016.


| October 1 - 31, 2025 | | | 389,050 | | | | | | $ | 23.40 | | | | | 366,728 | | | | | | $ | 248.7 | |

| November 1 - 30, 2025 | | | 316,301 | | | | | | $ | 23.54 | | | | | 315,213 | | | | | | $ | 241.2 | |

| December 1 - 31, 2025 | | | 352,704 | | | | | | $ | 26.17 | | | | | 343,305 | | | | | | $ | 232.2 | |

| | | | 1,058,055 | | | | | | | | | | | | 1,025,246 | | | | | | | | |


| October 1 - 31, 2024 | | | 498,346 | | | | | | $ | 17.81 | | | | | 482,194 | | | | | | $ | 348.7 | |

| November 1 - 30, 2024 | | | 450,757 | | | | | | $ | 17.82 | | | | | 438,237 | | | | | | $ | 340.8 | |

| December 1 - 31, 2024 | | | 475,546 | | | | | | $ | 17.89 | | | | | 458,622 | | | | | | $ | 332.6 | |

| | | | 1,424,649 | | | | | | | | | | | | 1,379,053 | | | | | | | | |

| [Annual Report of Management on Internal Control over Financial [removed: Reporting](#i35ca94e1fd024ff589ba30053619a910_142)] [added: Reporting](#i12258b59834c48a088220683e2658252_136)] | | | [removed: [63](#i35ca94e1fd024ff589ba30053619a910_142)] [added: [61](#i12258b59834c48a088220683e2658252_136)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i35ca94e1fd024ff589ba30053619a910_145)] [added: Firm](#i12258b59834c48a088220683e2658252_139)] (PCAOB ID 238) | | | [removed: [64](#i35ca94e1fd024ff589ba30053619a910_145)] [added: [62](#i12258b59834c48a088220683e2658252_139)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#i35ca94e1fd024ff589ba30053619a910_148)] [added: 2024](#i12258b59834c48a088220683e2658252_142)] | | | [removed: [66](#i35ca94e1fd024ff589ba30053619a910_148)] [added: [64](#i12258b59834c48a088220683e2658252_142)] | | |

| [Consolidated Statements of [added: Comprehensive] Income for the years ended December 31, [removed: 202](#i35ca94e1fd024ff589ba30053619a910_151)[4](#i35ca94e1fd024ff589ba30053619a910_151)[, 202](#i35ca94e1fd024ff589ba30053619a910_151)[3](#i35ca94e1fd024ff589ba30053619a910_151) [and](#i35ca94e1fd024ff589ba30053619a910_151) [2022](#i35ca94e1fd024ff589ba30053619a910_148)] [added: 202](#i12258b59834c48a088220683e2658252_148)[5](#i12258b59834c48a088220683e2658252_148)[, 202](#i12258b59834c48a088220683e2658252_148)[4](#i12258b59834c48a088220683e2658252_148) [and 202](#i12258b59834c48a088220683e2658252_148)[3](#i12258b59834c48a088220683e2658252_148)] | | | [removed: [67](#i35ca94e1fd024ff589ba30053619a910_151)] [added: [66](#i12258b59834c48a088220683e2658252_148)] | | |

| [Consolidated Statements of [removed: Comprehensive] Income for the years ended December 31, [removed: 2024, 2023 and 2022](#i35ca94e1fd024ff589ba30053619a910_154)] [added: 202](#i12258b59834c48a088220683e2658252_145)[5](#i12258b59834c48a088220683e2658252_145)[, 202](#i12258b59834c48a088220683e2658252_145)[4](#i12258b59834c48a088220683e2658252_145) [and](#i12258b59834c48a088220683e2658252_145) [202](#i12258b59834c48a088220683e2658252_142)[3](#i12258b59834c48a088220683e2658252_142)] | | | [removed: [68](#i35ca94e1fd024ff589ba30053619a910_154)] [added: [65](#i12258b59834c48a088220683e2658252_145)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#i35ca94e1fd024ff589ba30053619a910_157) [202](#i35ca94e1fd024ff589ba30053619a910_151)[4](#i35ca94e1fd024ff589ba30053619a910_151)[, 202](#i35ca94e1fd024ff589ba30053619a910_151)[3](#i35ca94e1fd024ff589ba30053619a910_151) [and](#i35ca94e1fd024ff589ba30053619a910_151) [202](#i35ca94e1fd024ff589ba30053619a910_148)[2](#i35ca94e1fd024ff589ba30053619a910_148)] [added: 31,](#i12258b59834c48a088220683e2658252_151) [202](#i12258b59834c48a088220683e2658252_145)[5](#i12258b59834c48a088220683e2658252_145)[, 202](#i12258b59834c48a088220683e2658252_145)[4](#i12258b59834c48a088220683e2658252_145) [and](#i12258b59834c48a088220683e2658252_145) [202](#i12258b59834c48a088220683e2658252_142)[3](#i12258b59834c48a088220683e2658252_142)] | | | [removed: [69](#i35ca94e1fd024ff589ba30053619a910_157)] [added: [67](#i12258b59834c48a088220683e2658252_151)] | | |

| [Consolidated Statements of Changes in Equity as of and for the years ended December 31, [removed: 202](#i35ca94e1fd024ff589ba30053619a910_160)[4](#i35ca94e1fd024ff589ba30053619a910_160)[, 202](#i35ca94e1fd024ff589ba30053619a910_160)[3](#i35ca94e1fd024ff589ba30053619a910_160) [and](#i35ca94e1fd024ff589ba30053619a910_160) [202](#i35ca94e1fd024ff589ba30053619a910_148)[2](#i35ca94e1fd024ff589ba30053619a910_148)] [added: 202](#i12258b59834c48a088220683e2658252_154)[5](#i12258b59834c48a088220683e2658252_154)[, 202](#i12258b59834c48a088220683e2658252_154)[4](#i12258b59834c48a088220683e2658252_154) [and](#i12258b59834c48a088220683e2658252_154) [202](#i12258b59834c48a088220683e2658252_142)[3](#i12258b59834c48a088220683e2658252_142)] | | | [removed: [70](#i35ca94e1fd024ff589ba30053619a910_160)] [added: [68](#i12258b59834c48a088220683e2658252_154)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i35ca94e1fd024ff589ba30053619a910_163)] [added: Statements](#i12258b59834c48a088220683e2658252_157)] | | | [removed: [73](#i35ca94e1fd024ff589ba30053619a910_163)] [added: [71](#i12258b59834c48a088220683e2658252_157)] | | |

Under the supervision, and with the participation of the chief executive officer and chief financial officer, management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, management concluded that the company’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

We have audited the accompanying consolidated balance sheets of Invesco Ltd. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 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, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As described in Notes [removed: 1] [added: 1, 2] and 5 to the consolidated financial statements, the Company’s management contracts indefinite-lived intangible assets, net balance was [removed: $5,651.7] [added: $3,876.0] million as of December 31, [removed: 2024, of which a significant portion relates to indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds.][added: 2025.]

If the qualitative assessment indicates that an impairment may be likely or management elects to not perform the qualitative assessment, management performs a quantitative test to determine the fair value of the intangible assets and compares the fair value [removed: with its] [added: to the] carrying [removed: amount.][added: amount of the intangible assets.]

[removed: As disclosed by management, the] [added: The] most sensitive assumptions used in the income approach are the [added: revenue forecast, the] long-term growth rate and the discount rate.

The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible assets impairment assessment for acquired management contracts of U.S. retail mutual funds is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the intangible assets; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the [added: revenue forecast, the] long-term growth rate and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the indefinite lived intangible assets; (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the [added: revenue forecast, the] long-term growth rate and the discount rate.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the [added: revenue forecast,] long-term growth rate and discount rate assumptions.

| (in millions, except per share data) | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | $ | [added: 1,037.5 | | | | | $ |] 986.5 | | | | | $ | 1,469.2 | |

| Accounts receivable | | | [removed: 740.8] [added: 884.7] | | | | | | [removed: 701.5] [added: 740.8] | | |

| Investments | | | [removed: 1,240.0] [added: 1,381.1] | | | | | | [removed: 919.1] [added: 1,240.0] | | |

| Other assets | | | [removed: 1,120.7] [added: 857.6] | | | | | | [removed: 1,226.5] [added: 1,120.7] | | |

| Property, equipment and software, net | | | [removed: 479.0] [added: 378.9] | | | | | | [removed: 599.5] [added: 479.0] | | |

| Intangible assets, net | | | [removed: 5,749.3] [added: 3,927.3] | | | | | | [removed: 5,848.1] [added: 5,749.3] | | |

| Goodwill | | | [removed: 8,318.1] [added: 8,477.1] | | | | | | [removed: 8,691.5] [added: 8,318.1] | | |

| Investments and other assets of CIP (1): | | | [removed: 8,374.5] [added: 10,149.8] | | | | | | [removed: 9,478.4] [added: 8,374.5] | | |

| Total assets | | | $ | [removed: 27,008.9] [added: 27,094.0] | | | | | $ | [removed: 28,933.8] [added: 27,008.9] | |

| Accrued compensation and benefits | | | $ | [removed: 1,029.2] [added: 1,091.2] | | | | | $ | [removed: 900.4] [added: 1,029.2] | |

| Accounts payable and accrued expenses | | | [removed: 1,285.3] [added: 1,303.7] | | | | | | [removed: 1,688.3] [added: 1,285.3] | | |

| Debt | | | [removed: 890.6] [added: 1,825.1] | | | | | | [removed: 1,489.5] [added: 890.6] | | |

| Deferred tax liabilities, net | | | [removed: 1,281.9] [added: 901.5] | | | | | | [removed: 1,325.7] [added: 1,281.9] | | |

| Debt and other liabilities of CIP (1): | | | [removed: 6,853.1] [added: 8,967.6] | | | | | | [removed: 7,613.9] [added: 6,853.1] | | |

| Total liabilities | | | [removed: 11,340.1] [added: 14,089.1] | | | | | | [removed: 13,017.8] [added: 11,340.1] | | |

| Redeemable noncontrolling interests in consolidated entities | | | [removed: 544.7] [added: 75.4] | | | | | | [removed: 745.7] [added: 544.7] | | |

| Preferred shares ($0.20 par value; $1,000 liquidation preference; 4.0 million [removed: authorized, issued] [added: authorized] and [added: issued; 2.5 million] outstanding as of December 31, [removed: 2024 and 2023)] [added: 2025 (December 31, 2024: 4.0 million outstanding)] | | | [removed: 4,010.5] [added: 2,510.5] | | | | | | 4,010.5 | | |

| Common shares ($0.20 par value; 1,050.0 million authorized; 566.1 million shares issued as of December 31, [removed: 2024] [added: 2025] and [removed: 2023)] [added: 2024)] | | | 113.2 | | | | | | 113.2 | | |

| Additional paid-in-capital | | | [removed: 7,334.6] [added: 7,269.1] | | | | | | [removed: 7,451.6] [added: 7,334.6] | | |

As disclosed by management, the carrying value of indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds was $2,776.8 million, which included a $1,794.9 million impairment charge for the year ended December 31, 2025.

February 24, 2026

See accompanying notes to consolidated financial statements.

| Cost of preferred share repurchase | | | (240.0) | | | | | | — | | | | | | — | | |

See accompanying notes to consolidated financial statements.

| Dividends declared on preferred shares | | | (204.6) | | | | | | (236.8) | | | | | | (236.8) | | |

| Cost of preferred share repurchase | | | (240.0) | | | | | | — | | | | | | — | | |

See accompanying notes to consolidated financial statements.

| Net income/(loss) | | | $ | (174.8) | | | | | $ | 752.4 | | | | | $ | (168.2) | |

| Proceeds from sale of businesses | | | 236.5 | | | | | | — | | | | | | — | | |

| Repurchase of preferred shares | | | (1,740.0) | | | | | | — | | | | | | — | | |

| Net proceeds from Term Loan Agreements | | | 992.7 | | | | | | — | | | | | | — | | |

| Repayment of debts | | | (500.0) | | | | | | (600.0) | | | | | | — | | |

See accompanying notes to consolidated financial statements.

| January 1, 2025 | | | $ | 4,010.5 | | | | | $ | 113.2 | | | | | $ | 7,334.6 | | | | | $ | (2,852.7) | | | | | $ | 6,990.4 | | | | | $ | (1,036.1) | | | | | $ | 14,559.9 | | | | | $ | 564.2 | | | | | $ | 15,124.1 | | | | | $ | 544.7 | |

| Net income/(loss) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (281.7) | | | | | | — | | | | | | (281.7) | | | | | | 86.9 | | | | | | (194.8) | | | | | | 20.0 | | |

| Issuance of shares | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Repurchase of preferred shares | | | (1,500.0) | | | | | | — | | | | | | — | | | | | | — | | | | | | (240.0) | | | | | | — | | | | | | (1,740.0) | | | | | | — | | | | | | (1,740.0) | | | | | | — | | |

| December 31, 2025 | | | $ | 2,510.5 | | | | | $ | 113.2 | | | | | $ | 7,269.1 | | | | | $ | (2,825.7) | | | | | $ | 5,886.8 | | | | | $ | (722.9) | | | | | $ | 12,231.0 | | | | | $ | 698.5 | | | | | $ | 12,929.5 | | | | | $ | 75.4 | |

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

See Note 14, "Taxation."

The standard clarifies and modernizes the accounting for costs related to internal-use software.

Early adoption is permitted.

The company is currently evaluating the impact on its Consolidated Financial Statements.

Divestitures

From time to time the company may enter into agreements to sell various assets or groups of assets, referred to as a disposal group, outside of the ordinary course of business.

A disposal group is classified as held for sale in the period in which all of the following criteria are met: management commits to a plan to sell the disposal group; the disposal group is available for immediate sale; the sale and transfer of the disposal group is expected within one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

If the disposal group meets the definition of a business, goodwill is allocated to the disposal group based on its relative fair value.

A disposal group that is classified as held for sale is assessed for impairment at the time of classification and measured at the lower of its carrying value or fair value less costs to sell.

Any resulting impairment loss is reflected within Other gains/(losses), net in the Consolidated Statements of Income.

At the date control of the disposal group is lost, all related assets and liabilities are derecognized from the Consolidated Balance Sheets and any retained interest is recorded at fair value within Investments on the Consolidated Balance Sheets.

The difference between the assets and liabilities of the disposal group, the fair value of any retained interest, and the fair value of

consideration received is recognized as a gain or loss on sale within Other gains/(losses), net in the Consolidated Statements of Income.

During the year ended December 31, 2025, the company completed divestitures of Invesco Asset Management (India) Private Limited and intelliflo, both formerly wholly owned subsidiaries.

As of December 31, 2025, the company holds a minority investment in Invesco Asset Management (India) Private Limited that is accounted for under the equity method as described in the "Investments" accounting policy below.

As of December 31, 2024, Invesco Asset Management (India) Private Limited's business was classified as held for sale.

| | | | December 31, 2025 | | | | | | | | | | | | | | | | | | | | |

| Seed capital | | | 286.2 | | | | | | 139.8 | | | | | | 146.4 | | | | | | — | | |

February 25, 2025

| | | | | | | | | | | | |

See accompanying notes.

| | | | | | | | | | | | | | | | | | |

| Repayment of senior notes | | | (600.0) | | | | | | — | | | | | | (600.0) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| January 1, 2022 | | | $ | 4,010.5 | | | | | $ | 113.2 | | | | | $ | 7,688.0 | | | | | $ | (3,043.6) | | | | | $ | 7,169.2 | | | | | $ | (441.5) | | | | | $ | 15,495.8 | | | | | $ | 672.2 | | | | | $ | 16,168.0 | | | | | $ | 510.8 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 920.7 | | | | | | — | | | | | | 920.7 | | | | | | 8.8 | | | | | | 929.5 | | | | | | (4.0) | | |

| December 31, 2022 | | | $ | 4,010.5 | | | | | $ | 113.2 | | | | | $ | 7,554.9 | | | | | $ | (3,040.9) | | | | | $ | 7,518.3 | | | | | $ | (942.4) | | | | | $ | 15,213.6 | | | | | $ | 629.9 | | | | | $ | 15,843.5 | | | | | $ | 998.7 | |

The standard requires disclosure of the Chief Operating Decision Maker (CODM) and information about segment expenses on a quarterly and annual basis.

The adoption of this amendment resulted in additional disclosures, see Note 16, "Segment and Geographic Information."

The standard requires disaggregated income tax disclosures of the effective tax rate reconciliation and income taxes paid.

The adoption of this amendment will result in incremental disclosures within the Consolidated Financial Statements.

Reclassifications

During the year ended December 31, 2024, expenses for client-related travel and entertainment and outsourced services were reclassified to General and administrative expenses.

The impact of this reclassification on the Consolidated Statements of Income is as follows:

- For the twelve months ended December 31, 2024: decreased Marketing and Property, office and technology expenses by $28.9 million and $92.7 million, respectively, and increased General and administrative by $121.6 million.

- For the twelve months ended December 31, 2023: decreased Marketing and Property, office and technology expenses by $21.3 million and $95.9 million, respectively, and increased General and administrative by $117.2 million.

The reclassification had no impact on our reported Operating revenues, Operating income, Net income, or any internal performance measure on which management is compensated.

Assets and Liabilities Held for Sale

During the year ended December 31, 2024, the company and IndusInd International Holdings Limited, a company organized under the laws of the Republic of Mauritius, entered into a definitive agreement to form a joint venture through the sale of 60% of the company's stake in Invesco Asset Management (India) Private Limited, a wholly owned subsidiary.

The transaction is expected to close in 2025.

The change to the criteria became effective during the year ended December 31, 2024 and resulted in the accelerated recognition of $147.6 million in Employee compensation expense.

Intangible assets not subject to amortization are tested for impairment annually as of October 1st or more frequently if events or changes in circumstances indicate that the asset might be impaired.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Assets held for policyholders | | | | | | | | | | | | | | | — | | | | | | | | | | | | 393.9 | | |

| Policyholder payables (1) | | | | | | | | | | | | | | | — | | | | | | | | | | | | (393.9) | | |

____________

(1)These financial instruments are not measured at fair value on a recurring basis.

Policyholder payables are indexed to the value of the assets held for policyholders and changes in fair value are recorded and offset to zero in other operating revenues.

In January 2024, all funds were distributed to customers.

| Liabilities: | | | | | | | | | | | | | | | | | | | | | | | |

| Contingent consideration liability | | | (1.3) | | | | | | — | | | | | | — | | | | | | (1.3) | | |

| Assets held for policyholders (3) | | | 393.9 | | | | | | 393.9 | | | | | | — | | | | | | — | | |

| Total | | | $ | 1,599.0 | | | | | $ | 1,594.1 | | | | | $ | 4.9 | | | | | $ | — | |

| Total | | | $ | (1.3) | | | | | $ | — | | | | | $ | — | | | | | $ | (1.3) | |

(3)The majority of Assets held for policyholders were held in affiliated funds.

| Seed capital | | | $ | 151.6 | | | | | $ | 75.7 | |

| December 31, 2023 | | | | | | | | | | | | | | | | | |

Management, with the participation of the chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities and Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of December 31, [removed: 2024.][added: 2025.]

Our independent registered public accounting firm PricewaterhouseCoopers LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting for the year ended December 31, [removed: 2024.][added: 2025.]

There were no changes in internal control over financial reporting that occurred during the three months ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the fiscal quarter ended December 31, [removed: 2024,] [added: 2025,] no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of Invesco adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

Invesco filed the certification of its Chief Executive Officer with the NYSE in [removed: 2024] [added: 2025] as required pursuant to Section 303A of the NYSE Listed Company Manual.

The other information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, [removed: 2024,] [added: 2025,] under the captions “Our Executive Officers,” “Corporate Governance,” “Board of Directors,” "Delinquent Section 16(a) Reports" (to the extent there are any late filings to report) and possibly elsewhere therein.

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, [removed: 2024,] [added: 2025,] under the captions “Board of Directors - Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and possibly elsewhere therein.

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, [removed: 2024,] [added: 2025,] under the captions “Executive Compensation,” “Security Ownership of Principal Shareholders,” “Security Ownership of Management,” and possibly elsewhere therein.

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, [removed: 2024,] [added: 2025,] under the captions “Corporate Governance,” “Certain Relationships and Related Transactions,” “Board of Directors,” “Related Person Transaction Policy,” and possibly elsewhere therein.

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, [removed: 2024,] [added: 2025,] under the captions “Fees Paid to Independent Registered Public Accounting Firm,” “Pre-Approval Process and Policy,” and possibly elsewhere therein.

(Note: Exhibits [removed: 10.3] [added: 10.5] through [removed: 10.23] [added: 10.29] are management contracts or compensatory plans or arrangements required to be filed as an exhibit to this Report pursuant to Item 15(b) of this Report.

| [removed: 4.7] [added: 19.0] | | | [removed: [Description of Securities of Invesco Ltd.](https://www.sec.gov/Archives/edgar/data/914208/000091420820000245/ex4112019descriptionof.htm)[,] [added: [Invesco Ltd. Insider Trading Policy] incorporated by reference to exhibit [removed: 4.11] [added: 19.0] to Invesco’s Annual Report on Form [removed: 10-K,] [added: 10-K for the year ended December 31, 2024,] filed with the Securities and Exchange Commission on [removed: March 2, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000245/ex4112019descriptionof.htm)] [added: February 25, 2025](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex190.htm)] | | |

| 10.1 | | | [removed: [Sixth] [added: [Seventh] Amended and Restated Credit Agreement, dated as of [removed: April 26, 2023,] [added: May 16, 2025,] among Invesco Finance PLC, the company, the banks, financial institutions and other institutional lenders from time to time a party thereto and Bank of America, N.A., as administrative agent incorporated by reference to exhibit [removed: 10.6] [added: 10.3] to Invesco’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the period ended March 31, 2023,] [added: 8-K ,] filed with the Securities and Exchange Commission on May [removed: 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex106.htm)] [added: 16, 2025](https://www.sec.gov/Archives/edgar/data/914208/000091420825000243/exhibit103.htm)] | | |

| 10.2 | | | [removed: [Sixth] [added: [Seventh] Amended and Restated Guaranty, dated as of [removed: April 26, 2023,] [added: May 16, 2025,] with respect to the [removed: Sixth] [added: Seventh] Amended and Restated Credit Agreement by the company in favor of Bank of America, N.A., as administrative agent, and the lenders party incorporated by reference to exhibit [removed: 10.7] [added: 10.4] to Invesco’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the period ended March 31, 2023,] [added: 8-K ,] filed with the Securities and Exchange Commission on May [removed: 3, 2023] [added: 16, 2025] to the [removed: Sixth] [added: Seventh] Amended and Restated Credit Agreement incorporated by reference to exhibit [removed: 10.6-] [added: 10.3] to Invesco’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the period ended March 31, 2023,] [added: 8_K ,] filed with the Securities and Exchange Commission on May [removed: 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex107.htm)] [added: 16, 2025](https://www.sec.gov/Archives/edgar/data/914208/000091420825000243/exhibit104.htm)] | | |

| [removed: 10.3] [added: 10.5] | | | [Invesco Ltd. 2016 Global Equity Plan, as amended and restated, incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Securities and Exchange Commission on July 31, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000335/ivz2q2024ex101.htm) | | |

| [removed: 10.4] [added: 10.6] | | | [Invesco Ltd. 2010 Global Equity Incentive Plan (ST), as amended and restated effective February 28, 2024, incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 1, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000276/ivz1q2024ex101.htm) | | |

| [removed: 10.5] [added: 10.7] | | | [First Amendment to the Invesco Ltd. 2010 Global Equity Incentive Plan (ST), as amended and restated on October 10, 2017, dated May 9, 2019, incorporated by reference to exhibit 4.3 to Invesco’s Form S-8, filed with the Securities and Exchange Commission on May 14, [removed: 2019](http://www.sec.gov/Archives/edgar/data/914208/000119312519146511/d748765dex43.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/914208/000119312519146511/d748765dex43.htm)] | | |

| [removed: 10.6] [added: 10.8] | | | [Form of Restricted Stock Award Agreement – 3-Year Cliff Time Vesting - under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2023), incorporated by reference to exhibit 10.3 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange Commission on May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex103.htm) | | |

| [removed: 10.7] [added: 10.9] | | | [Form of Restricted Award Agreement for Executive Officers – Time Vesting under the Invesco Ltd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed with the Securities and Exchange Commission on August 2, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000416/ivz2q2023ex101.htm) | | |

| [removed: 10.8] [added: 10.10] | | | [Form of Restricted Stock Award Agreement - Time Vesting - under the Invesco Ltd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.17 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 23, [removed: 2017](http://www.sec.gov/Archives/edgar/data/914208/000091420817000328/ex101710k2016.htm)] [added: 2017](https://www.sec.gov/Archives/edgar/data/914208/000091420817000328/ex101710k2016.htm)] | | |

| [removed: 10.9] [added: 10.11] | | | [Form of Restricted Stock Unit Award Agreement - Time Vesting - under the Invesco Ltd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.19 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 23, [removed: 2017](http://www.sec.gov/Archives/edgar/data/914208/000091420817000328/ex101910k2016.htm)] [added: 2017](https://www.sec.gov/Archives/edgar/data/914208/000091420817000328/ex101910k2016.htm)] | | |

| [removed: 10.10] [added: 10.12] | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2023), incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange Commission on May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex104.htm) | | |

| [removed: 10.11] [added: 10.13] | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting under the Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (May 2021), incorporated by reference to exhibit 10.3 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission on July 30, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex103.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/914208/000091420821000459/ivz2q2021ex103.htm)] | | |

| [removed: 10.12] [added: 10.14] | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting - for UCITS staff - under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2023), incorporated by reference to exhibit 10.5 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange on May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex105.htm) | | |

| [removed: 10.13] [added: 10.15] | | | [Form of Restricted Stock Unit Award Agreement - Time Vesting - for UCITS staff - under the Invesco Ltd. 2016 Global Equity Incentive Plan (Feb 2020), incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission on April 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex101.htm) | | |

| [removed: 10.14] [added: 10.23] | | | [Form of Restricted Stock Unit Award [removed: Agreement - Performance] [added: Agreement-UCITS Staff Time] Vesting [removed: - for UCITS staff - under] [added: with Retirement Provisions-under] the Invesco Ltd. 2016 Global Equity Incentive Plan [removed: (Feb 2020),] [added: (2025)] incorporated by reference to exhibit [removed: 10.2 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/914208/000091420825000144/ivz1q2025ex103.htm)[3](https://www.sec.gov/Archives/edgar/data/914208/000091420825000144/ivz1q2025ex103.htm) [to] Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020,] [added: 2025,] filed with the Securities and Exchange Commission on April [removed: 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex102.htm)] [added: 28, 2025](https://www.sec.gov/Archives/edgar/data/914208/000091420825000144/ivz1q2025ex103.htm)] | | |

| [removed: 10.15] [added: 10.16] | | | [Form of Restricted Fund Unit Agreement - Upfront Awards - for UCITS staff - under Invesco Ltd. Deferred Incentive Plan (Feb 2020), incorporated by reference to exhibit 10.3 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission on April 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex103.htm) | | |

| [removed: 10.16] [added: 10.17] | | | [Form of Restricted Fund Unit Agreement – Deferred Awards (Feb 2021) – for UCITS staff – under Invesco Ltd. Deferred Incentive Plan, incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Securities and Exchange Commission on April 30, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex104.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/914208/000091420821000378/ivz1q2021ex104.htm)] | | |

| [removed: 10.17] [added: 10.18] | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2024), incorporated by reference to exhibit 10.3 to Invesco’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May [removed: 1, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000276/ivz1q2024ex103.htm)] [added: 1,](https://www.sec.gov/Archives/edgar/data/914208/000091420824000276/ivz1q2024ex103.htm) [2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000276/ivz1q2024ex103.htm)] | | |

| [removed: 10.18] [added: 10.19] | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting - for UCITS staff - under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2024), incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 1, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000276/ivz1q2024ex104.htm) | | |

| [removed: 10.19] [added: 10.20] | | | [Form of Restricted Stock Award Agreement for Non-Executive Directors under the Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (May 2021), incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission on July 30, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex101.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/914208/000091420821000459/ivz2q2021ex101.htm)] | | |

| [removed: 10.20] [added: 10.21] | | | [Form of Restricted Stock Unit Award Agreement for Non-Executive Directors under the Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (May 2021), incorporated by reference to exhibit 10.2 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission on July 30, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex102.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/914208/000091420821000459/ivz2q2021ex102.htm)] | | |

| [removed: 10.21] [added: 10.27] | | | [Invesco Ltd. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan, effective as of January 1, [added: 2025, incorporated by reference to exhibit 10.21 to Invesco's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 25,] 2025](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex1021.htm) | | |

| [removed: 10.22] [added: 10.28] | | | [Invesco Ltd. Amended and Restated Deferred Incentive Plan, effective as of February 28,2024, incorporated by reference to exhibit 10.2 to Invesco’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 1, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000276/ivz1q2024ex102.htm) | | |

| [removed: 10.23] [added: 10.29] | | | [Invesco Ltd. Executive Incentive Bonus Plan, as amended and restated effective January 1, 2013, incorporated by reference to Appendix A to Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, [removed: 2013](http://www.sec.gov/Archives/edgar/data/914208/000119312513135608/d469475ddef14a.htm#toc469475_36)] [added: 2013](https://www.sec.gov/Archives/edgar/data/914208/000119312513135608/d469475ddef14a.htm#toc469475_36)] | | |

| [removed: 10.24] [added: 10.30] | | | [Form of Aircraft Time Sharing Agreement incorporated by reference to exhibit 10.19 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on February 21, [removed: 2014](http://www.sec.gov/Archives/edgar/data/914208/000091420814000271/ex101910k2013.htm)] [added: 2014](https://www.sec.gov/Archives/edgar/data/914208/000091420814000271/ex101910k2013.htm)] | | |

| [removed: 10.25] [added: 10.31] | | | [Global Partners Employment Contract, dated April 1, 2000, between INVESCO Pacific Holdings Limited and Andrew Lo, incorporated by reference to exhibit 10.17 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission on February 29, [removed: 2008](http://www.sec.gov/Archives/edgar/data/914208/000095014408001518/g11915exv10w17.htm)] [added: 2008](https://www.sec.gov/Archives/edgar/data/914208/000095014408001518/g11915exv10w17.htm)] | | |

| [removed: 10.26] [added: 10.32] | | | [Agreement and Plan of Merger by and among MM Asset Management Holding LLC, Oppenheimer Acquisition Corp., Invesco Ltd., Gem Acquisition Corp. and Gem Acquisition Two Corp. dated as of October 17, 2018, incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed with the Securities and Exchange Commission on October 24, [removed: 2018](http://www.sec.gov/Archives/edgar/data/914208/000091420818000411/ivz3q2018ex101.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/914208/000091420818000411/ivz3q2018ex101.htm)] | | |

| [removed: 10.27] [added: 10.33] | | | [First Amendment, dated as of April 11, 2019, to the Agreement and Plan of Merger, dated as of October 17, 2018, by and among Invesco Ltd., Gem Acquisition Corp., Gem Acquisition Two Corp., MM Asset Management Holding LLC and Oppenheimer Acquisition Corp., incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Securities and Exchange Commission on April 25, [removed: 2019](http://www.sec.gov/Archives/edgar/data/914208/000091420819000227/ivz1q2019ex104.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/914208/000091420819000227/ivz1q2019ex104.htm)] | | |

| [removed: 10.28] [added: 10.34] | | | [Second Amendment to the Agreement and Plan of Merger, dated May 24, 2019, by and among Invesco Ltd., Gem Acquisition Corp., Gem Acquisition Two Corp., MM Asset Management Holding LLC, and Oppenheimer Acquisition Corp., incorporated by reference to exhibit 2.3 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, [removed: 2019](http://www.sec.gov/Archives/edgar/data/914208/000091420819000260/exhibit2-305242019.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/914208/000091420819000260/exhibit2-305242019.htm)] | | |

| [removed: 10.29] [added: 10.35] | | | [Shareholder Agreement, dated May 24, 2019, by and between Invesco Ltd. and Massachusetts Mutual Life Insurance Company, incorporated by reference to exhibit 10.1 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, [removed: 2019](http://www.sec.gov/Archives/edgar/data/914208/000091420819000260/ex10-105242019.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/914208/000091420819000260/ex10-105242019.htm)] | | |

| [removed: 19.0] [added: 4.7] | | | [removed: [Invesco Ltd. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex190.htm)] [added: [Description of Securities of Invesco Ltd.](https://www.sec.gov/Archives/edgar/data/914208/000091420826000079/ivz10k2025ex47.htm)] | | |

| 21.0 | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex210.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/914208/000091420826000079/ivz10k2025ex210.htm)] | | |

| 22.0 | | | [Subsidiary Guarantors and Issuers of Guaranteed [removed: Securities](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex220.htm)[,] [added: Securities,] incorporated by reference to the exhibit 22.0 to Invesco's Annual Report on Form 10-K for [removed: the](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex220.htm) [year] [added: the year] ended December 31, 2023, [removed: file](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex220.htm)[d](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex220.htm) [with] [added: filed with] the Securities and Exchange Commission on February 21, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex220.htm) | | |

| 23.1 | | | [Consent of PricewaterhouseCoopers LLP, dated February [removed: 2](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ex231pwcconsentq42024.htm)[5](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ex231pwcconsentq42024.htm)[, 202](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ex231pwcconsentq42024.htm)[5](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ex231pwcconsentq42024.htm)] [added: 2](https://www.sec.gov/Archives/edgar/data/914208/000091420826000079/ex231pwcconsentq42025.htm)[4](https://www.sec.gov/Archives/edgar/data/914208/000091420826000079/ex231pwcconsentq42025.htm)[, 202](https://www.sec.gov/Archives/edgar/data/914208/000091420826000079/ex231pwcconsentq42025.htm)[6](https://www.sec.gov/Archives/edgar/data/914208/000091420826000079/ex231pwcconsentq42025.htm)] | | |

| 31.1 | | | [Certification of Andrew R. Schlossberg pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420826000079/ivz10k2025ex311.htm)] | | |

| 31.2 | | | [Certification of L. Allison Dukes pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420826000079/ivz10k2025ex312.htm)] | | |

| 32.1 | | | [Certification of Andrew R. Schlossberg pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420826000079/ivz10k2025ex321.htm)] | | |

| 32.2 | | | [Certification of L. Allison Dukes pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420826000079/ivz10k2025ex322.htm)] | | |

| 97 | | | [Invesco Policy for Recoupment of Incentive [removed: Compensation](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)[,](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm) [](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)[incorporated] [added: Compensation, incorporated] by reference to the [removed: exhibit](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm) [97](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm) [to] [added: exhibit 97 to] Invesco's Annual Report on Form 10-K for the year ended December 31, 2023, [removed: file](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)[d](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm) [with] [added: filed with] the Securities and Exchange Commission on February [removed: 21,](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)[2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)[](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)] [added: 21,2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)] | | |

| 10.3 | | | [Term Loan Credit Agreement, dated as of May 16, 2025, among Invesco Finance, Inc., as borrower, Invesco Ltd., as parent, Bank of America, N.A., as administrative agent, and the lenders party thereto incorporated by reference to exhibit 10.1 to Invesco’s Current Report on Form 8-K , filed with the Securities and Exchange Commission on May 16, 2025.](https://www.sec.gov/Archives/edgar/data/914208/000091420825000243/exhibit101new.htm) | | |

| 10.4 | | | [Term Loan Guaranty, dated as of May 16, 2025, between Invesco Ltd., as parent, in favor of Bank of America, N.A., as administrative agent, and the lenders party thereto incorporated by reference to exhibit 10.2 to Invesco’s Current Report on Form 8-K , filed with the Securities and Exchange Commission on May 16, 2025.](https://www.sec.gov/Archives/edgar/data/914208/000091420825000243/exhibit102.htm) | | |

| 10.22 | | | [Form of Restricted Stock Unit Award Agreement-Time Vesting with Retirement Provisions-under the Invesco Ltd. 2016 Global Equity Incentive Plan (2025) incorporated by reference to exhibit 10.2 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission on April 28, 2025](https://www.sec.gov/Archives/edgar/data/914208/000091420825000144/ivz1q2025ex102.htm) | | |

| 10.24 | | | [Form of Restricted Stock Unit Award Agreement-Performance Vesting with Retirement Provisions-under Invesco Ltd. 2016 Global Equity Incentive Plan (2025) incorporated by reference to exhibit 10.](https://www.sec.gov/Archives/edgar/data/914208/000091420825000144/ivz1q2025ex104.htm)[4](https://www.sec.gov/Archives/edgar/data/914208/000091420825000144/ivz1q2025ex104.htm) [to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission on April 28, 2025](https://www.sec.gov/Archives/edgar/data/914208/000091420825000144/ivz1q2025ex104.htm) | | |

| 10.25 | | | [Form of Restricted Stock Unit Award Agreement-Performance Vesting- UCITS Staff with Retirement Provisions (2025) incorporated by reference to exhibit 10.](https://www.sec.gov/Archives/edgar/data/914208/000091420825000144/ivz1q2025ex105.htm)[5](https://www.sec.gov/Archives/edgar/data/914208/000091420825000144/ivz1q2025ex105.htm) [to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission on April 28, 2025](https://www.sec.gov/Archives/edgar/data/914208/000091420825000144/ivz1q2025ex105.htm) | | |

| 10.26 | | | [Form of Restricted Fund Unit Award Agreement – Upfront Awards - UCITS (2025)](https://www.sec.gov/Archives/edgar/data/914208/000091420826000079/ivz10k2025ex1026.htm) | | |

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