Business Acquisitions and Divestitures

9 Months Ended

Sep. 30, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Acquisitions and Divestitures

Stratos Wealth Holdings

On July 17, 2025, SEI-Eclipse Holding Company, LLC (SEI-Eclipse), a newly-formed, wholly-owned indirect subsidiary of the Company, and the Company entered into a definitive agreement (as amended, the Acquisition Agreement) with Stratos Wealth Holdings, LLC (Stratos) and Stratos Intermediate Holdco I, LLC (Stratos US Holdings) to acquire a controlling interest in the businesses operated by Stratos. Stratos is a holding company that directly and indirectly holds 100.0% of the equity of certain subsidiary holding companies (including Stratos US Holdings), which, in turn, own equity interests in multiple operating companies that form a network of over 350 affiliated financial advisors in the U.S. and Mexico. The transaction was designed to be completed by SEI-Eclipse in two stages. The first stage (the Stratos Acquisition) entailed the acquisition of all of the outstanding equity of Stratos US Holdings, which directly owns equity interests in the U.S.-based Stratos operating entities. The second stage of the transaction (the Second Stage) was contemplated to be a purchase by SEI Eclipse of the outstanding equity of the Stratos subsidiary holding company (Stratos NSC Holdings) that directly owns a controlling interest in NSC Asesores, S.C, the Mexico based operating entity (NSC Asesores) for approximately $103,000.

The Stratos Acquisition closed in December 2025. During the quarter, the Company and Stratos entered into an agreement to terminate the Second Stage and that released the Company from any and all obligations with respect to the consummation of the Second Stage (the Termination Agreement). The Company paid $32,500 to Stratos upon execution of the Termination Agreement. The Termination Agreement defines the conditions on which the Company may be required to make additional payments to Stratos if such conditions are satisfied within 60 months from the date of the Termination Agreement. Additionally, the Termination Agreement defines the conditions on which the Company may recover some or all of the initial payment of $32,500. The Company used an option pricing model to estimate the fair value of the payment provisions in the Termination Agreement. The fair value of the payment provisions was determined to be approximately equal to the $32,500 paid to Stratos upon execution of the Termination Agreement. It was also determined that any potential future additional payments or amounts potentially recoverable that were previously paid are immaterial as of September 30, 2026. As a result, the Company recognized a one-time charge of $32,500 during the third quarter 2026 resulting from the Termination Agreement which is reflected in Other (expense) income on the accompanying Consolidated Statements of Operations.

The acquisition consideration paid in consummating the Stratos Acquisition was comprised of cash of $323,102, funded by a cash contribution by the Company to SEI-Eclipse, and the issuance of 42.5% of the common units of SEI-Eclipse with an estimated fair value of $235,145 (the Stratos Acquisition). Following consummation of the Stratos Acquisition, the Company indirectly owns a 57.5% controlling interest in SEI-Eclipse and certain Stratos equity holders own the remaining 42.5% of the common units of SEI-Eclipse through an aggregator entity (Stratos Aggregator). This 42.5% minority interest in SEI-Eclipse held by Stratos Aggregator is subject to three equal put/call options by SEI-Eclipse or Stratos Aggregator exercisable at 36 months, 54 months and 72 months after the Closing Date, and is presented as redeemable non-controlling interest on the accompanying Consolidated Balance Sheets. If the puts or calls are fully exercised, it will result in the Company indirectly owning 100.0% of the outstanding equity of SEI-Eclipse.

The Company accounted for the Stratos Acquisition as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed, based upon their estimated fair values. In addition, the redeemable non-controlling interest was recorded at fair value under ASC 805. The Company finalized its accounting for the purchase price allocation related to the Stratos business during the third quarter 2026.

As part of the Stratos Acquisition, the Company, via its 57.5% indirect interest in SEI-Eclipse, acquired a portfolio of minority equity investments which were accounted for under ASC 323, Investments - Equity Method and Joint Ventures as of the Closing Date due to the Company having significant influence. These investments were determined to have an acquisition date fair value of $56,974. For certain equity method investments, the Company, via its 57.5% indirect interest in SEI-Eclipse, also acquired rights to obtain a controlling interest in the investees. These contractual rights were previously negotiated between Stratos Wealth Enterprises, LLC, one of the U.S.-based Stratos operating entities (SWE), and the equity method investee controlling interest holders and were contingently exercisable upon a change of control of Stratos. The purchase price under the contractual rights is based on a proscribed formula tied to historical profitability of the applicable equity method investee. The Company determined that the fair value of these rights was de minimis on the Closing Date.

Given the Company’s intent to cause SWE to exercise its contractual rights to acquire controlling interests in the equity method investees and to close on the purchases contemplated after the Closing Date, the Company deposited $118,606 in escrow on the Closing Date.

The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the nine months ended September 30, 2026 and 2025 as if the Stratos Acquisition had occurred as of January 1, 2025,

after giving effect to certain purchase accounting adjustments. These amounts are based on financial information of the Stratos business and are not necessarily indicative of what the Company’s operating results would have been had the Stratos Acquisition taken place on January 1, 2025:


	Nine Months Ended September 30,
	2026		2025
Revenues	$	1,925,843	$	1,725,408
Net income attributable to SEI Investments Company	571,460		450,173

The unaudited pro forma consolidated financial information includes certain nonrecurring adjustments directly attributable to the Stratos Acquisition. These adjustments primarily relate to transaction‑related costs and were immaterial.

SWE Acquisition of Equity Method Investments (EMI Entities)

SWE used cash funded from the deposit account to purchase 100% interests of nine entities and a majority interest in two additional entities (collectively, the EMI Entities) through the exercise of its contractual rights noted above. The closing date on the additional interest acquired occurred at various dates during the first quarter of 2026. The following table summarizes the purchase consideration for the EMI Entities as of the various closing dates during the first quarter of 2026:


	Purchase Consideration
Cash in deposit account	$	62,257
Promissory notes to sellers	30,687
Fair value of previously held equity method investments	40,323
Contingent consideration	250
	$	133,517

The promissory notes have interest rates ranging from 3.67% to 4.67% and are payable in 12 to 16 quarterly installments ranging between April 30, 2026 and April 30, 2030. The expected cash payments under the promissory notes are fully funded as part of the deposit account described above.

Each EMI entity acquired is subject to a lookback provision (Revenue Clawback) which provides for the seller to reimburse the buyer should the trailing twelve month gross revenue calculated eighteen months following the respective closing dates falls below 95% of Target Gross Revenue (as defined in the respective agreements). Any contingent consideration owed will be settled through a reduction of the respective promissory note. If the amount of the adjustment is greater than the amount owed under the respective promissory note, a payment is owed from the respective seller. These Revenue Clawbacks are contingent consideration which values will be adjusted to fair value each subsequent reporting period.

The following table summarizes the estimated fair values of the assets acquired, liabilities assumed, and non-controlling interest for the EMI Entities as of the various closing dates:


	Estimated Fair Value
Cash and cash equivalents	$	1,595
Other current assets	23
Property and equipment, net	16
Operating lease right-of-use asset	654
Other assets	450
Goodwill, net	26,149
Identifiable intangible assets	132,284
Lease liabilities	(653)
Other liabilities	(1,706)
Total net assets acquired	$	158,812
Non-controlling interest	(25,295)
	$	133,517

The acquisitions of certain EMI Entities were accounted for as asset acquisitions and one transaction was accounted for as a business combination. For the business combination transaction, the excess of the purchase price and the fair value of the non-controlling interest over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Company has assigned the goodwill to its Investment Advisors reportable segment. The resulting goodwill is primarily due to the perceived growth potential of the acquired business, plus the fair value of the assembled workforce. Any goodwill generated for income tax purposes from the acquisition is fully deductible.

The results of operations for the acquired EMI Entities are included in the consolidated financial statements of the Company from the date of the acquisition.

The Company has identified the following significant intangible assets acquired: trade names, unpatented technology, client relationships, and non-compete agreements. The following table summarizes the estimated fair value of the significant identifiable intangible assets:


	Estimated Fair Value		Estimated Useful Life
Trade names	$	1,329	3 years
Unpatented technology	816		1 year
Client relationships	126,760		18 years
Non-compete agreements	3,379		6 years
Total identifiable intangible assets	$	132,284

The fair values of identifiable intangible assets were determined by using certain estimates and assumptions that are not observable in the market. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives.

The fair value of the identified intangible assets and the non-controlling interests were determined using the same methodology and key assumptions as those disclosed in the Annual Report on Form 10-K for the year ended
December 31, 2025.

The acquisition of certain EMI Entities triggered a provision in the Stratos Acquisition agreement whereby the Company has a contractual right to receive additional amounts from the Stratos sellers based on the future performance of the acquired EMI Entities. The Company is entitled to an amount from the SEI-Eclipse non-controlling interest holders should there be an EBITDA shortfall at any of the EMI Entities. The amount of a shortfall is calculated on an entity-by-entity basis based on a stated multiple and the difference between the eighteen-month prior quarter annualized EBITDA less the closing date EBITDA. The amount payable under this EBITDA clawback is reduced by the amount of the promissory note forgiveness under the revenue based contingent consideration arrangement described above. The amount payable by the SEI-Eclipse non-controlling interest holders can be funded, at the election of the SEI-Eclipse non-controlling interest holder, through i) cash payment to the Company or ii) issuance of preferred units of SEI-Eclipse to the Company.

SWE Acquisition of Other Entities

After the first quarter 2026, SWE acquired other entities in addition to the EMI Entities. The Company accounted for these transactions in accordance with ASC 805. The total preliminary purchase consideration consisted of the following components:


	Purchase Consideration
Cash	$	13,460
Promissory notes to sellers	4,681
Total purchase consideration	$	18,141

The promissory notes have interest rates ranging from 4.00% to 5.00% and are payable in 8 to 16 quarterly installments ranging between January 30, 2028 and October 30, 2031.

The following table summarizes the preliminary estimated fair values of the assets acquired, liabilities assumed, and non-controlling interest for the other acquisitions:


	Estimated Fair Value
Cash and cash equivalents	$	329
Other current assets	11
Goodwill, net	10,936
Identifiable intangible assets	11,168
Other liabilities	(10)
Total net assets acquired	$	22,434
Non-controlling interest	(4,293)
	$	18,141

The Company has identified client relationships as the only significant identifiable intangible asset. The following table summarizes the preliminary fair value of the significant identifiable intangible asset:


	Estimated Fair Value		Estimated Useful Life
Client relationships	$	11,168	18 years
Total identifiable intangible assets	$	11,168

The provisional fair values of the client relationships were determined by using certain estimates and assumptions that are not observable in the market. Determining the useful life of an intangible asset also requires judgment. The Company has not finalized its accounting for any areas of the purchase price allocation related to these entities. As a result, the amounts presented in the table above are preliminary. The Company anticipates it will finalize its accounting during the fourth quarter of 2026. The Company will make adjustments to the purchase price allocation prior to completion of the measurement period, as required.