Federated Hermes Files 8-K on Material Agreement

TL;DR

Federated Hermes signed a material agreement, filed an 8-K.

AI Summary

Federated Hermes, Inc. filed an 8-K on October 23, 2025, reporting on a material definitive agreement. The filing also included Regulation FD disclosures and financial statements/exhibits. The company, formerly Federated Investors Inc. /PA/, is incorporated in Pennsylvania and headquartered in Pittsburgh.

Why It Matters

This 8-K filing indicates a significant new agreement for Federated Hermes, Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of a material agreement and does not inherently present immediate risks.

Key Players & Entities

• FEDERATED HERMES, INC. (company) — Registrant
• FEDERATED INVESTORS INC /PA/ (company) — Former Company Name
• October 23, 2025 (date) — Date of Report
• 1001 Liberty Avenue Pittsburgh, Pennsylvania 15222-3779 (location) — Principal Executive Offices
• 4122881900 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $3.8 billion — e investment manager currently managing $3.8 billion of assets as of June 30, 2025, and with
• $331 million — ary) will pay the Selling Parties up to $331 million in aggregate purchase price, subject to
• $215.8 million — . The aggregate purchase price includes $215.8 million in cash consideration, and $23.2 millio
• $23.2 million — 15.8 million in cash consideration, and $23.2 million in FHI Class B common stock, that will
• $92 million — consideration of up to an aggregate of $92 million over multiple year periods, based on ac

Filing Documents

• fhi-20251023.htm (8-K) — 41KB
• exhibit21-projecttahoexpur.htm (EX-2.1) — 946KB
• exhibit991_fhixfcpxpressxr.htm (EX-99.1) — 19KB
• exhibit992fhifcpanalystp.htm (EX-99.2) — 20KB
• exhibit992fhifcpanalystp001.jpg (GRAPHIC) — 88KB
• exhibit992fhifcpanalystp002.jpg (GRAPHIC) — 254KB
• exhibit992fhifcpanalystp003.jpg (GRAPHIC) — 149KB
• exhibit992fhifcpanalystp004.jpg (GRAPHIC) — 117KB
• exhibit992fhifcpanalystp005.jpg (GRAPHIC) — 195KB
• exhibit992fhifcpanalystp006.jpg (GRAPHIC) — 135KB
• exhibit992fhifcpanalystp007.jpg (GRAPHIC) — 184KB
• exhibit992fhifcpanalystp008.jpg (GRAPHIC) — 145KB
• exhibit992fhifcpanalystp009.jpg (GRAPHIC) — 198KB
• exhibit992fhifcpanalystp010.jpg (GRAPHIC) — 156KB
• image_1a.jpg (GRAPHIC) — 81KB
• image_2a.jpg (GRAPHIC) — 0KB
• 0001056288-25-000024.txt ( ) — 3649KB
• fhi-20251023.xsd (EX-101.SCH) — 2KB
• fhi-20251023_lab.xml (EX-101.LAB) — 21KB
• fhi-20251023_pre.xml (EX-101.PRE) — 12KB
• fhi-20251023_htm.xml (XML) — 3KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On October 23, 2025, Federated Hermes, Inc. ("FHI") entered into a Sale and Purchase Agreement (the "Purchase Agreement") among FHI, FCP Fund Manager, L.P. ("FCP" or "Company"), the Management Company Sellers identified therein (each, a "Management Company Seller" and collectively, as applicable, the "Management Company Sellers"), the Selling Principals identified therein (each a "Selling Principal" and, collectively, as applicable, the "Selling Principals," and together with the Management Company Sellers, as applicable, the "Selling Parties"), and FCP Seller Rep LLC, solely in its capacity as the representative of the Selling Parties ("Management Company Sellers' Representative"). Pursuant to the Purchase Agreement, FHI (or its designated subsidiary) will acquire from the Selling Parties (the "Transaction") an 80% interest in FCP, which is a U.S. based real estate investment manager currently managing $3.8 billion of assets as of June 30, 2025, and with more than 75 employees, headquartered in Chevy Chase, Maryland. There are no prior material relationships between FHI, and its affiliates, and FCP, and its affiliates. The Purchase Agreement and the Transaction have been approved by the Board of Directors of FHI and the executive management of FCP. It is currently expected that the Transaction will be consummated during the first half of 2026 (the consummation of the Transaction being the "Closing" and the date on which the Closing occurs being the "Closing Date"). The Closing is subject to certain conditions precedent being satisfied as set forth in the Purchase Agreement, including, among others, obtaining certain third-party consents and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Under the Purchase Agreement, FHI (or its designated subsidiary) will pay the Selling Parties up to $331 million in aggregate purchase price, sub

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE. Furnished herewith as Exhibit 99.2 is an analyst presentation prepared by FHI related to the Transaction. The analyst presentation provides certain information about FHI and FCP and the Transaction. The analyst presentation is incorporated by reference into this Item 7.01. The information contained in the analyst presentation attached hereto as Exhibit 99.2 is summary information that is intended to be considered in the context of FHI's filings with the Securities and Exchange Commission and other public announcements. The analyst presentation is also available on FHI's website at https://www.federatedhermes.com/us/about/investor-relations/investor-information.do. FHI undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time. The information in Item 7.01 of this Current Report on Form 8-K, including the exhibit furnished as Exhibit 99.2 pursuant to Item 9.01, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities under that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the exhibit furnished as Exhibit 99.2 pursuant to Item 9.01, shall not be deemed to be incorporated by reference into the filings of FHI under the Securities Act of 1933 ("Securities Act").

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Forward-looking statements can include statements that do not relate strictly to historical or current facts and are typically identified by words or phrases such as "trend," "forecast," "project," "predict," "potential," "approximate," "opportunity," "believe," "expect," "anticipate," "current," "intention," "estimate," "position," "projection," "plan," "assume," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "can," "may" and similar expressions. Without limiting the generality of the foregoing, forward-looking statements contained in this Current Report on Form 8-K specifically include statements regarding FHI's plans, expectations, goals and projections relating to the Transaction, including statements relating to the expected timing for completing the Transaction. The forward-looking statements included in this Form 8-K involve risks and uncertainties that could cause actual results to differ materially from those projected. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. FHI has based these forward-looking statements on current expectations and assumptions about future events, taking into account information currently known by FHI. While FHI considers these expectations and assumptions to be reasonable, any forward-looking statement, and FHI's level of business activity and financial results, are inherently subject to significant business, market, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond FHI's control. Other risks and uncertainties include the risk factors discussed in the company's annual and quarterly re

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits: Exhibit 2.1 * Sale and Purchase Agreement, dated October 23, 2025, among Federated Hermes, Inc., FCP Fund Manager, L.P., the parties identified as Management Company Sellers therein, the parties identified as Selling Principals therein, and a Management Company Sellers' Representative, solely in its capacity as the representative of the Selling Parties. Exhibit 99.1 Press release issued by Federated Hermes, Inc. dated October 23, 2025. Exhibit 99.2 Analyst presentation (Federated Hermes, Inc. Acquisition of FCP Fund Manager, L.P.) dated October 23, 2025. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits to this Exhibit 2.1 have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Federated Hermes, Inc. agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FEDERATED HERMES, INC. (REGISTRANT) Date October 23, 2025 By: /s/ Thomas R. Donahue Thomas R. Donahue Chief Financial Officer

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View this 8-K filing on SEC EDGAR