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 is designed to be completed by SEI-Eclipse in two stages. The first stage is 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 is an option to acquire all 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). The due diligence process regarding Stratos NSC Holdings and NSC Asesores is still ongoing and the Company has not yet determined if it will cause SEI-Eclipse to exercise the second stage option.

On December 3, 2025 (the Closing Date), SEI-Eclipse closed the first stage of the transaction by acquiring all of the outstanding equity of Stratos US Holdings. The acquisition consideration 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). As a result, the Company indirectly owns a 57.5% controlling interest in SEI-Eclipse and certain Stratos equity holders own the remaining 42.5% of SEI-Eclipse through an aggregator entity (Stratos Aggregator). This 42.5% minority interest of 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 (See Note 1). The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed, based upon their estimated fair values, with the exception of the following: (1) deferred income tax assets acquired and liabilities assumed are recognized and measured in accordance with ASC 740, Income Taxes; (2) contract assets and liabilities are measured and recognized in accordance with ASC 606, Revenue from Contracts with Customers; and (3) certain lease related assets and liabilities which are measured and recognized in accordance with ASC 842, Leases. In addition, the redeemable non-controlling interest was recorded at fair value under ASC 805.

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.

The Company has not finalized its accounting for any areas of the purchase price allocation related to the Stratos business. The Company anticipates it will finalize its accounting for the Stratos Acquisition 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.

The Acquisition Agreement also provides for SEI-Eclipse to acquire the outstanding equity of Stratos NSC Holdings held by Stratos US Holdings for approximately $103,000. The future closing of the acquisition of Stratos NSC Holdings, if any, is subject to applicable regulatory approval and other closing conditions, including, without limitation, the Company receiving satisfactory results of its due diligence of Stratos NSC Holdings and NSC Asesores.

The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three months ended March 31, 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:

During the three months ended March 31, 2026, SWE used cash funded from the deposit account to purchase 100% interest 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 following table summarizes the preliminary estimated purchase consideration for the EMI Entities:

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.


	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
Goodwill, net	33,665
Identifiable intangible assets	120,936
Lease liabilities	(654)
Other liabilities	(1,378)
Total net assets acquired	$	154,857
Non-controlling interest	(24,397)
	$	130,460

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 provisional goodwill of $33,665 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 Company has identified the following significant intangible assets acquired: trade names, unpatented technology, client relationships, and non-compete agreements. The following table summarizes the preliminary fair value of the significant identifiable intangible assets:


	Estimated Fair Value		Estimated Useful Life
Trade names	$	1,254	3 years
Unpatented technology	758		1 year
Client relationships	115,782		18.0 years
Non-compete agreements	3,142		6 years
Total identifiable intangible assets	$	120,936

The provisional 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 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.

The Company has not finalized its accounting for any areas of the purchase price allocation related to the EMI Entities. As a result, the amounts presented in the table above are preliminary. The Company anticipates it will finalize its accounting for the EMI Acquisition 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.