DEF 14A of Alliancebernstein Holding L.P., Oct 9, 2026

DEF 14A of Alliancebernstein Holding L.P.

Filed Oct 9, 2026 · FY20250000825313-26-000067

Open on EDGAR

  1. Compensation Philosophy and Goals

    | 2026 Proxy Statement and LTIP | 17 |

  2. Overview

    | 2026 Proxy Statement and LTIP | 19 |

  3. Overview of 2025 Incentive Compensation Program

    | 2026 Proxy Statement and LTIP | 21 |

  4. Overview of 2025 Incentive Compensation Program

    | Seth Bernstein Chief Executive Officer1 Summary of Achievements: As Chief Executive Officer, Mr. Bernstein led the firm through challenging fundraising conditions, achieving strong inflows in private wealth and institutional alternatives, with earnings per unit rising 2% year-over-year and fixed income strategies performing solidly despite equity challenges. The firm expanded its SMA platform to $62 billion AUM and ETF platform to $14 billion AUM, grew insurance-related assets to $195 billion including significant investments in insurance sidecars, and advanced private alternatives toward a $90-100 billion target by 2027. Organizationally, Mr. Bernstein implemented a four-day in-office workweek, managed leadership transitions smoothly, promoted key personnel, and notably named Onur Erzan as President of AB, effective January 5, 2026. Mr. Bernstein supported growth initiatives in India and drove engagement across global offices, while fostering a culture of meritocracy. | Individual Achievements Financial and Investment Performance •Oversaw teams through a challenging fundraising environment; despite persistent active equity outflows, sustained strong flows into private wealth channel (+$2B net inflows in 2025) and institutional alternatives (+$8B net inflows in 2025). •As of 12/31/2025, earnings per Unit (“EPU”) of $3.33 grew 2% versus 2024, reflecting higher AUM and net revenues despite lower basis fees. •Maintained strong performance in Fixed Income, with 86% of assets outperforming benchmarks over a 3-year period. Equities performance was challenged as benchmark returns were narrowly led by a small number of mega-cap stocks. Strategic •Deepened market share for key strategies; oversaw the progression of our SMA platform to $50B in AUM, as well as the expansion of the ETF platform to include 24 funds, the launch of Taiwan’s first active Fixed Income ETF, and the growth of overall ETF AUM to $14B. •Grew AB’s insurance brand adding new relationships, and growing AUM to $195B. Made developments in the insurance sidecar market with investments in Ruby Re (+$1B in AUM) and FCA Re (+$1.5B in AUM); FCA Re expands presence in Asian insurance market. •Persisted in growing AB’s private alternatives platform. AUM as of 12/31/2025 totals $82B, progressing steadily towards AB’s target range of $90-100B in private alternatives AUM by 2027. Organizational •Successfully managed through senior leadership changes, including a CFO transition, with minimal disruption to AB’s results. Named Onur Erzan President of AB; Mr. Erzan will partner with Mr. Bernstein in driving AB’s business and strategic priorities forward. •Adjusted in-office policy from three to four days in the office per week, strengthening collaboration and productivity. Provided employees with additional flexibility benefits to ease the transition. •Supported evaluation of the firm’s technology platform across all operations. Backed the selection of a provider of integrated solutions and related contract negotiations. •Invested in the growth of AB India, appointed new CEO, realized compensation savings through role relocation. AB India consists of over 600 roles spanning functions across AB’s business units. Culture •Enforced a culture of meritocracy to retain top talent and push underperformers to improve. Established firm-wide expectations for ratings distribution to drive consistency across groups. Ensured managers received training to encourage regular feedback and lead difficult conversations; 95%+ of mid-year reviews were completed. •Maintained promotion pipeline of senior vice presidents, drove engagement across all levels at the firm, and achieved lower attrition levels than 2024. | | 2025 Compensation | | | | |

  5. Overview of 2025 Incentive Compensation Program

    | 2026 Proxy Statement and LTIP | 23 |

  6. Overview of 2025 Incentive Compensation Program

    | 2026 Proxy Statement and LTIP | 25 |

  7. Compensation Committee; Process for Determining Executive Compensation

    | 2026 Proxy Statement and LTIP | 27 |

  8. Compensation Consultant; Benchmarking Data

    Compensation Consultant; Benchmarking Data In 2025, we contracted with Johnson Associates, Inc. ("Johnson Associates"), an independent compensation consulting firm that specializes in the financial services sector for which we paid approximately $32,000. Johnson Associates consulted on market data and trend forecasting for our NEOs and other senior executives provided by McLagan Partners (“McLagan”) for which we paid McLagan $50,000 (the "2025 Benchmarking Data"). McLagan has an extensive database on compensation for most asset management companies, including private companies for which information is not otherwise available. The 2025 Benchmarking Data summarized 2024 compensation levels and 2025 salaries, which helps form a reasonable estimation of compensation levels in the industry for executive positions like those held by our NEOs at selected asset management companies comparable to ours in terms of size and business mix (the “Comparable Companies”) and, in so doing, assists in determining the appropriate level of compensation for our NEOs.

  9. Compensation Consultant; Benchmarking Data

    | 28 | AllianceBernstein |

  10. Compensation Consultant; Benchmarking Data

    The Comparable Companies, which management selected with input from McLagan, included:

  11. Compensation Consultant; Benchmarking Data

    | Barings | Columbia Threadneedle | Franklin Templeton Investments | | Goldman Sachs Asset Management | Invesco | Janus Henderson Investors | | Loomis, Sayles & Company | MFS Investment Management | Pacific Investment Management Company | | Neuberger Berman Group | Nuveen Investments | T. Rowe Price | | Prudential Global Investment Mgmt. | Schroder Investment Management | |

  12. Compensation Consultant; Benchmarking Data

    The 2025 Benchmarking Data indicated that, as a group, our NEOs fall within market range. Please note that we excluded Ms. Marks and Mr. Hogbin from this analysis as they were no longer with the firm as of December 31, 2025. The Compensation Committee considered this information in concluding that the compensation levels paid in 2025 to our NEOs were appropriate and reasonable.

  13. Annual Short-Term Incentive Compensation Awards (Cash Bonuses)

    Annual Short-Term Incentive Compensation Awards (Cash Bonuses) We provide our NEOs with annual short-term incentive compensation awards in the form of cash bonuses. We believe that annual cash bonuses, which generally reflect individual performance and the firm’s current year adjusted financial performance, provide a short-term retention mechanism for our NEOs because such bonuses typically are paid in December. Annual cash bonuses for the 2025 performance for each NEO were determined in November 2025 and paid in December 2025. These bonuses, and the 2025 long-term incentive compensation awards described immediately below, were based on management’s evaluation, subject to the Compensation Committee’s review and approval, of each NEO’s performance during the year, the firm's progress in advancing its Growth Strategy during the year, the performance of the NEO’s business Unit or function compared to business and operational goals established in each NEO's performance scorecard at the beginning of the year, and the firm’s current-year adjusted financial performance. In 2025, Mr. Bernstein received a cash bonus of $6,925,000 in accordance with the terms of the employment agreement into which he entered with the General Partner, AB and AB Holding as of May 1, 2017 (the “CEO Employment Agreement”) and after review of Mr. Bernstein's performance during 2025 by the Compensation Committee. Refer to “Overview of Mr. Bernstein's Employment Agreement” below for additional information relating to Mr. Bernstein’s cash bonus and other compensation elements.

  14. Annual Short-Term Incentive Compensation Awards (Cash Bonuses)

    | 2026 Proxy Statement and LTIP | 29 |

  15. Long-Term Incentive Compensation Awards

    Long-Term Incentive Compensation Awards Long-term incentive compensation awards generally are denominated in restricted AB Holding Units. We utilize this structure to align our NEOs’ long-term interests directly with the interests of our Unitholders and indirectly with the interests of our clients, as strong performance for our clients generally contributes directly to increases in AUM and improved financial performance for the firm. We believe that annual long-term incentive compensation awards provide a long-term retention mechanism for our NEOs because such awards generally vest ratably over three years. We also believe that certain long term incentive compensation awards can be used for recruitment or retention purposes when it includes a required service period. For 2025 performance, awards were granted in December 2025 to each of Messrs. Bernstein, Erzan, Manley, Simeone and Sprules pursuant to the AB 2025 Incentive Compensation Award Program (the "ICAP"), an unfunded, non-qualified incentive compensation plan, and the AB 2017 Long Term Incentive Plan, our equity compensation plan (the “2017 Plan”). Prior to the date on which an award vests, the AB Holding Units underlying an award are restricted and are not permitted to be transferred. Upon vesting, the AB Holding Units underlying an award are generally delivered, unless the award recipient has, in advance, voluntarily elected to defer receipt to future periods or the award is structured with a delayed delivery date. Quarterly cash distributions on vested and unvested restricted AB Holding Units are delivered to award recipients when cash distributions are paid generally to Unitholders. An award recipient who resigns or is terminated without cause prior to the vesting date is eligible to continue to vest in his or her long-term incentive compensation award subject to compliance with the restrictive covenants set forth in the applicable award agreement, including confidentiality, restrictions on competition, and restrictions on employee and client solicitation. Additionally, the award agreement provides for continued vesting in the event of an award recipient's retirement, subject to applicable restrictive covenants. To be eligible for retirement, an award recipient must provide notice of retirement, enter into a retirement agreement and satisfy a "Rule of 70," whereby the sum of the recipient's age and full years of service must equal at least 70.

  16. Change in Control Plan

    Change in Control Plan In December 2020, the Compensation Committee approved the AllianceBernstein Change in Control Plan for Executive Officers (the "CIC Plan"). The purpose of the CIC Plan is to provide certain benefits for each individual designated by our CEO as an executive officer (an "Executive Officer") in the event of a change in control ("CIC") of AB. The CIC Plan contains a change in control provision substantially similar to the change in control provision included in Mr. Bernstein's employment agreement (as described below in "Overview of Mr. Bernstein's Employment Agreement"). The provisions under the CIC Plan also are described in a compensatory table below entitled, “Potential Payments upon Termination or Change in Control.” The CIC Plan provides that, in the event of a CIC, unless prior to the CIC, any unvested restricted Unit awards (including ICAP awards) then held by an Executive Officer are honored or assumed, or new rights are substituted therefore, so that the Executive Officer's rights and entitlements after the CIC are substantially equivalent to or better than the Executives Officer's rights and entitlements under the award, each award will, prior to the CIC, immediately and fully vest and no longer be subject to forfeiture.

  17. Change in Control Plan

    | 2026 Proxy Statement and LTIP | 31 |

  18. Change in Control Plan

    In addition, (i) if the Executive Officer's employment is terminated by AB, other than for cause, (ii) the Executive Officer resigns with good reason (as defined in the CIC Plan), or (iii) the Executive Officer dies or becomes disabled, within 12 months following a CIC, the Executive Officer will be entitled to receive the sum of (a) the Executives Officer's annual base salary at the time of his or her termination, and (b) the Executive Officer's most recent annual cash incentive compensation award, multiplied by two. The CIC Plan defines CIC to include any transaction as a result of which EQH ceases to control AB, or a successor entity that conducts the business of AB. However, there would not be a CIC unless, as a result of the transaction, an entity other than EQH controls AB (or a successor to its business).

  19. Consideration of Risk Matters in Determining Compensation

    Consideration of Risk Matters in Determining Compensation In 2025, we considered whether our compensation practices for employees, including our NEOs, encourage unnecessary or excessive risk-taking and whether any risks arising from our compensation practices are reasonably likely to have a material adverse effect on our firm. For the reasons set forth below, we have determined that our current compensation practices do not create risks that are reasonably likely to have a material adverse effect on our firm. As described above in “Long-Term Incentive Compensation Awards,” long-term incentive compensation awards generally are denominated in AB Holding Units that are not distributed until subsequent years, so the ultimate value that the employee derives from the award depends on the long-term performance of the firm. Denominating the award in restricted AB Holding Units and deferring their delivery is intended to sensitize employees to risk outcomes and discourage them from taking excessive risks, whether relating to investments, operations, regulatory compliance and/or cyber security, that could lead to a decrease in the value of the AB Holding Units and/or an adverse effect on the firm's long-term prospects. Furthermore, and as noted above in “Long-Term Incentive Compensation Awards,” generally all outstanding long-term incentive compensation awards include a provision permitting us to “claw-back” the unvested portion of an employee’s long-term incentive compensation award if the Compensation Committee determines that (i) the employee failed to adhere to existing risk management policies and (ii) as a result of the employee’s failure, there has been or reasonably could be expected to be a material adverse impact on our firm or the employee’s business unit.

  20. Overview of Mr. Bernstein's Employment Agreement

    Overview of Mr. Bernstein's Employment Agreement

  21. Employment Agreement Overview

    Employment Agreement Overview Mr. Bernstein began his role as President and CEO on May 1, 2017, with an initial term ending on May 1, 2020, automatically extending each year thereafter unless the CEO Employment Agreement is terminated in accordance with its terms (the “Employment Term”). The terms were approved by the Board considering various factors including compensation of Mr. Bernstein’s predecessor, the 2016 compensation and 2017 expected compensation of AB’s other executive officers and Mr. Bernstein’s compensation at his former employer. Amendments in December 2018 and 2019 included aligning equity awards with AB's practices, increasing severance payments, redefining change in control, and narrowing the definition of good reason. The terms under the CEO Employment Agreement continue to apply to Mr. Bernstein in his continued role as CEO effective January 5, 2026.

  22. Cash Bonus

    Cash Bonus Mr. Bernstein is entitled to a target cash bonus of $3,000,000 annually, subject to review. For 2025, he received a $6,925,000 bonus based on performance evaluations. See description of the performance metrics and individual achievement for Mr. Bernstein above.

  23. Restricted AB Holding Units

    Restricted AB Holding Units Starting in 2018, Mr. Bernstein is eligible for annual equity awards with a grant date fair value of $3,500,000, subject to review and increase by the Compensation Committee, in its sole discretion, in accordance with AB’s compensation practices and policies generally applicable to the firm’s executive officers as in effect from time to time. During November 2025, the Compensation Committee approved an equity award to Mr. Bernstein with a grant date fair value equal to $6,575,000, subject to the same terms as other executive officers, which terms and conditions are described above in "Compensation Elements for NEOs - Long-Term Incentive Compensation Awards."

  24. Severance and Change in Control Benefits

    Severance and Change in Control Benefits If Mr. Bernstein is terminated without cause, or because of his death or disability, or resigns for good reason, and he signs and does not revoke a waiver and release of claims, he will receive the following severance benefits: •A cash payment based on a multiple of his base salary and bonus opportunity (1x for resignation for good reason, 1.5x for termination without cause or because of death or disability). •A pro rata bonus based on actual performance for the fiscal year in which the termination occurs. •COBRA coverage costs. If terminated within 12 months following a change in control (as defined in the amended CEO Employment Agreement), he will receive the same severance benefits as described above, except that his cash payment will be equal to 2x the sum of his base salary and bonus opportunity. In the event any payments made to Mr. Bernstein upon a change in control of AB constitute “golden parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, such payments will be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr. Bernstein receiving a higher net-after tax amount than he would receive absent such reduction. For additional information on severance and change in control benefits for Mr. Bernstein as of December 31, 2025, see Potential Payments Upon Termination or Change in Control below. Mr. Bernstein is subject to confidentiality, non-competition during employment and six months after, and non-solicitation of customers and employees for 12 months post-termination. Mr. Bernstein negotiated the severance and change-in-control provisions described immediately above to have the security and flexibility to focus on the business and preserve the value of his long-term incentive compensation. The Board and EQH determined that these provisions were reasonable and appropriate because they were necessary to recruit and retain Mr. Bernstein and provided Mr. Bernstein with effective incentives for future performance, aligning his interests with those of AB’s Unitholders and clients, and providing effective incentives for future performance.

  25. Compensation awarded by EQH to Mr. Bernstein and Mr. Erzan

    | 2026 Proxy Statement and LTIP | 33 |

  26. CEO Pay Ratio

    CEO Pay Ratio In 2025, the compensation of Mr. Bernstein, our CEO, was approximately 98 times the median pay of our employees, resulting in a 98:1 CEO Pay Ratio. We identified our median employee by examining 2025 total compensation for all individuals, excluding Mr. Bernstein, who were employed by our firm as of December 31, 2025, the last day of our payroll year. We included all of our employees in this process, whether employed on a full-time or part-time basis. We did not make any assumptions or estimates with respect to total compensation, but we did adjust compensation paid to our non-U.S. employees during our 2025 fiscal year based on the average daily exchange rates for the three-month period ending September 30, 2025 (data compiled in fourth quarter) between the local currencies in which such employees are paid and U.S. dollars. We define “total compensation” as the aggregate of base salary (plus overtime, as applicable), commissions (as applicable), cash bonus and the grant date fair value of long-term incentive compensation awards. After identifying the median employee based on total compensation, we calculated total compensation in 2025 for such employee using the same methodology we use for our NEOs as set forth below in the "Summary Compensation Table for 2025." As illustrated in the table below, our 2025 CEO Pay Ratio is 98:1:

  27. CEO Pay Ratio

    | | Seth Bernstein | Median Employee | | Base salary ($) | 500,000 | 132,179 | | Cash bonus ($) | 6,925,000 | 15,000 | | Stock awards ($)(1) | 7,575,070 | — | | All other compensation ($)(2) | 133,130 | 6,878 | | Total ($) | 15,133,200 | 154,057 | | 2025 CEO Pay Ratio | 98:1 | |

  28. CEO Pay Ratio

    (1)Includes (i) an award granted by AB of restricted AB Holding Units with a grant date fair value of $6,575,000, and (ii) awards granted by EQH with an aggregate grant date fair value of $1,000,070, as more fully described above in “Compensation awarded by EQH to Mr. Bernstein and Mr. Erzan.” For additional information, refer to the compensatory tables below in this Executive Compensation section. (2)For a description of Mr. Bernstein’s other compensation, refer to the "Summary Compensation Table for 2025" below. The median employee's other compensation consists of a $5,970 contribution match under the AB Profit Sharing Plan, a $360 mobile phone stipend, which is paid to employees generally as well, and an employer-paid group term life insurance premium of $548.

  29. CEO Pay Ratio

    | 34 | AllianceBernstein |

  30. Compensation Committee Report

    | 2026 Proxy Statement and LTIP | 35 |

  31. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 Total compensation of our NEOs for 2025, 2024 and 2023, as applicable, is as follows:

  32. Summary Compensation Table for 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1)(2) ($) | Option Awards ($) | Pension ($) | All Other Compensation ($) | Total ($) | | Seth Bernstein(3)(4) CEO | 2025 | 500,000 | 6,925,000 | 7,575,070 | — | — | 133,130 | 15,133,200 | | | 2024 | 500,000 | 5,425,000 | 6,075,046 | — | — | 127,148 | 12,127,194 | | | 2023 | 500,000 | 4,515,000 | 4,995,054 | — | — | 114,201 | 10,124,255 | | Thomas Simeone(5) CFO | 2025 | 300,000 | 975,000 | 475,000 | — | — | 19,904 | 1,769,904 | | Onur Erzan(6) President | 2025 | 400,000 | 3,150,000 | 7,800,097 | — | — | 22,638 | 11,372,735 | | | 2024 | 400,000 | 3,080,851 | 2,730,877 | — | — | 19,302 | 6,231,030 | | | 2023 | 400,000 | 2,905,851 | 2,555,887 | — | — | 17,544 | 5,879,282 | | Karl Sprules COO | 2025 | 400,000 | 2,275,000 | 1,825,000 | — | — | 60,971 | 4,560,971 | | | 2024 | 400,000 | 2,225,000 | 1,775,000 | — | 123,932 | 59,109 | 4,583,041 | | | 2023 | 400,000 | 2,025,000 | 1,575,000 | — | 3,018 | 32,294 | 4,035,312 | | Mark Manley(7) General Counsel and Corporate Secretary | 2025 | 400,000 | 845,000 | 455,000 | — | — | 33,492 | 1,733,492 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | 300,000 | 780,000 | 345,000 | — | 22,934 | 26,898 | 1,474,832 | | Jackie Marks(8) Former CFO | 2025 | 307,692 | 500,000 | — | — | — | 1,145 | 808,837 | | | 2024 | 383,077 | 1,428,825 | 971,175 | — | — | 582 | 2,783,659 |

  33. Summary Compensation Table for 2025

    (1)The figures in the “Stock Awards” column provide the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining the AB Holding Unit award values, see Note 19 to AB’s consolidated financial statements in Item 8 of AB's 2025 Form 10-K. Assumptions made in determining the EQH restricted stock unit, TSR performance share, and EPS performance share figures in the "Stock Awards" column are set forth in the EQH 2025 Long-Term Incentive Compensation Program and described in a footnote to the "Grants of Plan-Based Awards in 2025" table below. (2)See “Grants of Plan-Based Awards in 2025” below. (3)See "Overview of Mr. Bernstein's Employment Agreement" and "Compensation Awarded by EQH to Mr. Bernstein and Mr. Erzan" above in CD&A for a description of Mr. Bernstein's compensatory elements. Please be advised that Mr. Bernstein's compensation is also disclosed by EQH. (4)The "Stock Awards" column for 2025 includes the grant date fair value of the restricted stock award (grant date fair value of $400,006), the TSR performance share award (grant date fair value of $300,032), and the EPS performance share award (grant date fair value of $300,032) Mr. Bernstein received from EQH in February 2025. For 2024, this column includes the grant date fair value of the restricted stock Unit award (grant date fair value of $400,006), the TSR performance share award (grant date fair value of $300,019), and the EPS performance share award (grant date fair value of $300,021) Mr. Bernstein received from EQH in February 2024. For 2023, this column includes the grant date fair value of the restricted stock Unit award (grant date fair value of $332,029) and the TSR performance share award (grant date fair value of $498,025) Mr. Bernstein received from EQH in February 2023. (5)We have not provided 2024 and 2023 compensation for Mr. Simeone as he was not deemed to be a NEO in those years. (6)The "Stock Awards" column for 2025 includes the grant date fair value of the restricted stock Unit award (grant date fair value of $40,043), the TSR performance share award (grant date fair value of $30,019), and EPS performance share award (grant date fair value of $30,019) Mr. Erzan received from EQH in February 2025. For 2024, this column includes the grant date fair value of the restricted stock Unit award (grant date fair value of $40,007), the TSR performance share award (grant date fair value of $30,013), and EPS performance share award (grant date fair value of $30,006) Mr. Erzan received from EQH in February 2024. For 2023, this column includes the grant date fair value of the restricted stock Unit award (grant date fair value of $40,024) and the TSR performance share award (grant date fair value of $60,012) received from EQH in February 2023.

  34. Summary Compensation Table for 2025

    | 36 | AllianceBernstein |

  35. Summary Compensation Table for 2025

    (7)We have not provided 2024 compensation for Mr. Manley as he was not disclosed in accordance with applicable SEC rules and regulations in that year. (8)AB mutually agreed to a separation with Ms. Marks effective March 12, 2025. Ms. Marks received a standard severance package, which included salary continuation for 6 months and a portion of her 2025 incentive compensation. The “All Other Compensation” column includes the aggregate incremental cost to our company of certain other expenses and perquisites. For 2025, this column includes the following:

  36. Summary Compensation Table for 2025

    | Name | Personal Use of Car and Driver ($) | Contributions to Profit Sharing Plan ($) | Life Insurance Premiums ($) | Other(2) ($) | | Seth Bernstein | 107,948(1) | 17,500 | 3,564 | 4,118 | | Thomas Simeone | — | 15,000 | 450 | 4,454 | | Onur Erzan | — | 17,500 | 630 | 4,508 | | Karl Sprules | — | 17,500 | 4,002 | 39,469 | | Mark Manley | — | 17,500 | 11,484 | 4,508 | | Jackie Marks | — | — | 121 | 1,024 |

  37. Summary Compensation Table for 2025

    (1)Mr. Bernstein is entitled to the use of a dedicated car and driver pursuant to his employment agreement for security and business purposes. The amount reflects Mr. Bernstein's personal use for commuting and other non-business use. Car and driver services were contracted through a third party. The cost of providing a car is determined annually and includes, as applicable, the cost of the driver, annual car lease, insurance cost and various miscellaneous expenses such as fuel and car maintenance. (2)These amounts represent (i) mobile phone stipends paid to Messrs. Bernstein, Simeone, Erzan, and Manley, which are paid to employees generally as well; (ii) a stipend paid to Mr. Sprules to help cover a portion of the housing cost in New York while traveling for business; and (iii) full-year cybersecurity protection services contracted through a third party for Messrs. Bernstein, Simeone, Erzan, Sprules, and Manley and partial-year services for Ms. Marks to help mitigate cyber, privacy, identity theft, and reputational threats, which are available to executive officers, directors, and employees whose role includes representing AB publicly or handling significant financial transactions.

  38. Summary Compensation Table for 2025

    | 2026 Proxy Statement and LTIP | 37 |

  39. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 Grants of awards under the 2017 Plan, our equity compensation plan, during 2025 made to our NEOs are as follows (we also discuss awards issued by EQH to Mr. Bernstein and Mr. Erzan below):

  40. Grants of Plan-Based Awards in 2025

    | | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(1) ($) | | Name | | Threshold (#) | Target (#) | Maximum (#) | | | | Seth Bernstein(2)(3) | 12/10/2025 | | | | 159,937 | 6,575,000 | | | 2/13/2025 | | | | 7,502 | 400,006 | | | 2/13/2025 | 1,407 | 5,627 | 11,254 | 5,627 | 300,032 | | | 2/13/2025 | 1,407 | 5,627 | 11,254 | 5,627 | 300,032 | | Thomas Simeone(2) | 12/10/2025 | | | | 11,554 | 475,000 | | Onur Erzan(2)(3)(4) | 12/10/2025 | | | | 65,678 | 2,700,000 | | | 1/6/2025 | | | | 134,735 | 5,000,016 | | | 2/13/2025 | | | | 751 | 40,043 | | | 2/13/2025 | 141 | 563 | 1,126 | 563 | 30,019 | | | 2/13/2025 | 141 | 563 | 1,126 | 563 | 30,019 | | Karl Sprules(2) | 12/10/2025 | | | | 44,393 | 1,825,000 | | Mark Manley(2) | 12/10/2025 | | | | 11,068 | 455,000 |

  41. Grants of Plan-Based Awards in 2025

    (1)This column provides the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining the AB Holding Unit values, see Note 19 to AB's consolidated financial statements in Item 8 of AB's 2025 Form 10-K. (2)As discussed above in “Overview of 2025 Incentive Compensation Program” and “Compensation Elements for NEOs—Long-Term Incentive Compensation Awards,” long-term incentive compensation awards granted in December 2025 to our NEOs were denominated in restricted AB Holding Units. These awards vest in equal annual increments on each of December 1, 2026, 2027 and 2028. These awards are shown in the “All Other Stock Awards” column of this table, the “Stock Awards” column of the Summary Compensation Table for 2025 and the “AB Holding Unit and/or EQH Awards” columns of the Outstanding Equity Awards at 2025 Fiscal Year-End table. (3)In February 2025, EQH granted to each of Mr. Bernstein and Mr. Erzan (i) a restricted stock Unit award with a grant date fair value of $400,006 and $40,043, respectively, (ii) a TSR performance share award with a grant date fair value of $300,032 and $30,019, respectively, which can be earned subject to EQH's TSR relative to its peer group, and (iii) a EPS performance share award with a grant date fair value of $300,032 and $30,019, respectively, which can be earned subject to EQH's average of annual performance against Non-GAAP Common Operating EPS targets assigned each year. TSR is the total amount a company returns to investors during a designated period, including share price appreciation and dividends. The number of TSR performance shares that are earned, which cliff vest on February 28, 2028, subject to continued service, will be determined at the end of the performance period (December 2027) by multiplying the number of unearned TSR performance shares by one of the following performance factors: 200% if EQH's TSR relative to its peers is in the 87.5th percentile or greater; 100% if in the 50th percentile; 25% if in the 30th percentile; and nothing if falls below the 30th percentile. Non-GAAP Common Operating EPS is the Non-GAAP Operating Earnings (subject to certain adjustments) divided by Diluted Common Shares Outstanding. The number of EPS performance shares that are earned, which cliff vest on February 28, 2028, subject to continued service, will be determined at the end of the performance period (December 2027) by multiplying the number of unearned EPS performance shares by the three-year average of the following initial EPS performance factors: 200% if Non-GAAP Common Operating EPS increase is 18% or greater over the Starting EPS Amount; 100% if increase is 12% over the Starting EPS Amount; 25% if increase is 3% over Starting EPS Amount; and nothing if increase is less than 3%. The Starting EPS Amount is assigned each year based on the comparative increase in Non-GAAP Common Operating EPS for each calendar year, over the Non-GAAP Operating EPS for the calendar year immediately preceding each calendar year. EQH performance shares receive dividend equivalents subject to the same vesting schedule and performance conditions as the performance shares themselves. The restricted stock Unit awards, which vest in equal annual increments on each of February 28, 2026, 2027 and 2028, subject to continued service, increase or decrease in value depending on the price of an EQH common share. EQH restricted stock units receive dividend equivalents subject to the same vesting schedule as the restricted stock units themselves. (4)In January 2025, Mr. Erzan received a long-term incentive award, denominated in restricted AB Holding Units, which cliff vests on December 1, 2028 subject to Mr. Erzan's continued service.

  42. Grants of Plan-Based Awards in 2025

    | 38 | AllianceBernstein |

  43. Grants of Plan-Based Awards in 2025

    In 2025, the number of restricted AB Holding Units comprising year-end long-term incentive compensation awards granted to each NEO was determined based on the closing price of an AB Holding Unit as reported for NYSE composite transactions on December 10, 2025, the eighth business day of December as determined by the Compensation Committee. At the time of these awards, the Compensation Committee consisted of Mr. Stonehill (Chair) and Messrs. Kaye and Pearson; the Section 16 Subcommittee, which approved awards to our NEOs, consisted of Mr. Stonehill (Chair) and Mr. Kaye. For further information regarding the material terms of such awards, including the vesting terms and the formulas or criteria to be applied in determining the amounts payable, refer to "Overview of 2025 Incentive Compensation Program" and "Compensation Elements for NEOs" above.

  44. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End Outstanding equity awards held by our NEOs as of December 31, 2025 are as follows:

  45. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | AB Holding Unit and/or EQH Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(10) ($) | | Seth Bernstein(1)(2)(4) | — | — | — | — | 298,855 | 11,499,924 | | | — | — | — | — | 19,537 | 930,941 | | | — | — | — | — | 48,529 | 2,312,407 | | | — | — | — | — | 30,046 | 1,431,692 | | Thomas Simeone(5) | — | — | — | — | 28,069 | 1,080,108 | | Onur Erzan(3)(4)(6) | — | — | — | — | 275,663 | 10,607,525 | | | — | — | — | — | 2,029 | 96,681 | | | — | — | — | — | 5,275 | 251,354 | | | — | — | — | — | 3,007 | 143,284 | | Karl Sprules(7) | — | — | — | — | 94,270 | 3,627,518 | | Mark Manley(8) | — | — | — | — | 22,476 | 864,869 | | Jackie Marks(9) | — | — | — | — | 17,890 | 688,419 |

  46. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Mr. Bernstein was awarded: (i) 159,937 restricted AB Holding Units in December 2025 that are scheduled to vest in equal increments on each December 1, 2026, 2027 and 2028; (ii) 140,232 restricted AB Holding Units in December 2024, one-third of which vested on December 1, 2025, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2026 and 2027; (iii) 136,289 restricted AB Holding Units in December 2023, one-third of which vested on each of December 1, 2024 and 2025, and the remainder of which is scheduled to vest on December 1, 2026. For further information, see “Overview of Mr. Bernstein's Employment Agreement” above. (2)EQH restricted stock Unit awards, which are described for Mr. Bernstein in the second line of data in the above table, will vest ratably over a three-year vesting period subject to continued employment during the vesting period. EQH TSR performance share awards, which are described in the third line of data in the above table, and EQH EPS performance share awards, which are described in the fourth line of data in the above table, cliff vest on the third anniversary of the grant date subject to continued employment during the vesting period and meeting the applicable performance criteria. In February 2025, 2024 and 2023, EQH granted to Mr. Bernstein (i) a restricted stock Unit award with a grant date fair value of $400,006, $400,006 and $332,029, respectively; (ii) a TSR performance share award with a grant date fair value of $300,032, $300,019 and $498,025, respectively; and (iii) an EPS performance share award with a grant date fair value of $300,032 and $300,021 respectively. The TSR performance share awards granted in 2025, 2024 and 2023 can be earned subject to EQH's TSR relative to its peer group. The EPS performance share awards granted in 2025 and 2024 can be earned subject to EQH's average of annual performance against Non-GAAP Common Operating EPS targets assigned each year. Actual and projected performance factors have been applied to the TSR performance share and EPS performance share awards reflected in the "Outstanding Equity Awards at 2025 Fiscal Year-End" table above. See the table above entitled "Grants of Plan-Based Awards in 2025" for additional information regarding the EQH awards.

  47. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 2026 Proxy Statement and LTIP | 39 |

  48. Outstanding Equity Awards at 2025 Fiscal Year-End

    (3)EQH restricted stock Unit awards, which are described for Mr. Erzan in the second line of data in the above table, will vest ratably over a three-year vesting period subject to continued employment during the vesting period. EQH TSR performance share awards, which are described in the third line of data in the above table, and EQH EPS performance share awards, which are described in the fourth line of data in the above table, cliff vest on the third anniversary of grant date subject to continued employment during the vesting period and meeting the applicable performance criteria. In February 2025, 2024 and 2023, respectively, EQH granted to Mr. Erzan (i) a restricted stock Unit award with a grant date fair value of $40,043, $40,007 and $40,024, respectively; (ii) a TSR performance share award with a grant date fair value of $30,019, $30,013 and $60,012, respectively; and (iii) an EPS performance share award with a grant date fair value of $30,019 and $30,006 respectively. The TSR performance share awards granted in 2025, 2024 and 2023 can be earned subject to EQH's TSR relative to its peer group. The EPS performance share awards granted in 2025 and 2024 can be earned subject to EQH's average of annual performance against Non-GAAP Common Operating EPS targets assigned each year. Actual and projected performance factors have been applied to the TSR performance share and EPS performance share awards reflected in the "Outstanding Equity Awards at 2025 Fiscal Year-End" table above. See the table above entitled "Grants of Plan-Based Awards in 2025" for additional information regarding the EQH awards. (4)For further information regarding the equity awards granted to Mr. Bernstein and Mr. Erzan by EQH, see "Compensation awarded by EQH to Mr. Bernstein and Mr. Erzan" above in CD&A. (5)Mr. Simeone was awarded 11,554 restricted AB Holding Units in December 2025 that are scheduled to vest in equal increments on each of December 1, 2026, 2027 and 2028. The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years prior to when Mr. Simeone was deemed to be a NEO. (6)Mr. Erzan was awarded: (i) 65,678 restricted AB Holding Units in December 2025 that are scheduled to vest in equal increments on each of December 1, 2026, 2027 and 2028; (ii) 134,735 restricted AB Holding Units in January 2025, of which are scheduled to cliff vest on December 1, 2028; (iii) 72,695 restricted AB Holding Units in December 2024, of which one-third vested on December 1, 2025, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2026 and 2027; and (iv) 80,362 restricted AB Holding Units in December 2023, one-third of which vested on December 1, 2024 and December 1, 2025, and the remainder of which is scheduled to vest on December 1, 2026. (7)Mr. Sprules was awarded: (i) 44,393 restricted AB Holding Units in December 2025 that are scheduled to vest in equal increments on each of December 1, 2026, 2027 and 2028; (ii) 49,047 restricted AB Holding Units in December 2024, of which one-third vested on December 1, 2025, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2026 and 2027; and (iii) 51,538 restricted AB Holding Units in December 2023, one-third of which vested on December 1, 2024 and December 1, 2025, and the remainder of which is scheduled to vest on December 1, 2026. (8)Mr. Manley was awarded: (i) 11,068 restricted AB Holding Units in December 2025 that are scheduled to vest in equal increments on each of December 1, 2026 2027 and 2028; and (ii) 11,289 restricted AB Holding Units in December 2023, one-third of which vested on December 1, 2024 and December 1, 2025, and the remainder of which is scheduled to vest on December 1, 2026. The total AB Holding Unit figure set forth in the table includes AB Holding Units granted in years when Mr. Manley was not disclosed in accordance with applicable SEC rules and regulations. (9)Ms. Marks was awarded 26,835 restricted AB Holding Units in December 2024, of which one-third vested on December 1, 2025, and the remainder of which is scheduled to vest in equal increments on each of December 1, 2026 and 2027 provided Ms. Marks complies with the applicable agreements and restrictive covenants in the ICAP award agreement. (10)The market values of restricted AB Holding Units (rounded to the nearest whole unit) set forth in this column were calculated assuming a price per AB Holding Unit of $38.48, which was the closing price on the NYSE of an AB Holding Unit on December 31, 2025, the last trading day of AB's last completed fiscal year. The market values of EQH shares set forth in this column were calculated assuming a price per share of $47.65, which was the closing price on the NYSE of an EQH share on December 31, 2025.

  49. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 40 | AllianceBernstein |

  50. Option Exercises and AB Holding Units and EQH Shares Vested in 2025

    Option Exercises and AB Holding Units and EQH Shares Vested in 2025 AB Holding Units and EQH shares held by our NEOs that vested during 2025 are as follows:

  51. Option Exercises and AB Holding Units and EQH Shares Vested in 2025

    | | AB Holding Unit and EQH Option Awards | | AB Holding Unit and EQH Share Awards | | | Name | Number of AB Holding Units or EQH Options Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of AB Holding Units or EQH Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Seth Bernstein(1) | — | — | 168,758 | 7,498,822 | | Thomas Simeone | — | — | 2,660 | 110,184 | | Onur Erzan(2) | — | — | 67,749 | 2,858,559 | | Karl Sprules | — | — | 43,012 | 1,781,969 | | Mark Manley | — | — | 10,546 | 436,936 | | Jackie Marks | — | — | 8,945 | 370,598 |

  52. Option Exercises and AB Holding Units and EQH Shares Vested in 2025

    (1)Includes 37,320 EQH shares acquired with a value of $2,053,369 that vested during 2025. (2)Includes 3,806 EQH shares acquired with a value of $209,417 that vested during 2025.

  53. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Estimated payments and benefits to which our NEOs would have been entitled upon a change in control of AB or the specified qualifying events of termination of employment as of December 31, 2025 are as follows:

  54. Potential Payments upon Termination or Change in Control

    | Name and Trigger Event | Cash Payments(1) ($) | Acceleration of Restricted AB Holding Unit Awards(2) ($) | Other Benefits(3) ($) | | Seth Bernstein | | | | | Change in control | — | 11,499,924 | — | | Termination by Mr. Bernstein for good reason(4) | 3,500,000 | 11,499,924 | 22,359 | | Termination of Mr. Bernstein's employment by AB other than for cause or due to Death or Disability(5)(6)(7) | 5,250,000 | 11,499,924 | 22,359 | | Change in control + termination by Mr. Bernstein for good reason or termination of Mr. Bernstein's employment without cause(4) | 7,000,000 | 11,499,924 | 22,359 | | Resignation (complies with applicable agreements and restrictive covenants) under ICAP(8) | — | 11,499,924 | — | | Death or disability(7) | — | 11,499,924 | 22,359 | | Thomas Simeone | | | | | Change in control | — | 1,080,108 | — | | Change in control + employment terminated by AB other than for cause, termination by Mr. Simeone for good reason, or termination due to death or disability | 2,550,000 | 1,080,108 | — | | Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP; excludes 2024 RSU award(7)(8) | — | 563,707 | — | | Termination by AB without cause; death or disability (2024 RSU award) | — | 180,779 | — |

  55. Potential Payments upon Termination or Change in Control

    | 2026 Proxy Statement and LTIP | 41 |

  56. Potential Payments upon Termination or Change in Control

    | Name and Trigger Event | Cash Payments(1) ($) | Acceleration of Restricted AB Holding Unit Awards(2) ($) | Other Benefits(3) ($) | | Onur Erzan | | | | | Change in control | — | 10,607,525 | — | | Change in control + employment terminated by AB other than for cause, termination by Mr. Erzan for good reason, or termination due to death or disability | 7,100,000 | 10,607,525 | — | | Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP; excludes 2025 RSU award(7)(8) | — | 5,422,922 | — | | Termination by AB without cause; termination by Mr. Erzan for good reason; death or disability (2025 RSU award) | — | 1,308,897 | — | | Karl Sprules | | | | | Change in control | — | 3,627,518 | — | | Change in control + employment terminated by AB other than for cause, termination by Mr. Sprules for good reason, or termination due to death or disability | 5,350,000 | 3,627,518 | — | | Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP(7)(8) | — | 3,627,518 | — | | Mark Manley | | | | | Change in control | — | 864,869 | — | | Change in control + employment terminated by AB other than for cause, termination by Mr. Manley for good reason, or termination due to death or disability | 2,490,000 | 864,869 | — | | Resignation, retirement or termination by AB without cause (complies with applicable agreements and restrictive covenants) under ICAP; death or disability under ICAP(7)(8) | — | 864,869 | — | | Jackie Marks(9) | — | — | — |

  57. Potential Payments upon Termination or Change in Control

    (1)It is possible that each NEO could receive a cash severance payment on the termination of his or her employment that is not contemplated in the CIC Plan. The amounts of any such cash severance payments would be determined at the time of such termination (other than for Mr. Bernstein); therefore, we are unable to estimate such amounts. The amounts shown for Mr. Bernstein are described in the CEO Employment Agreement. The amounts shown for Messrs. Simeone, Erzan, Sprules, and Manley in the event of a change in control coupled with termination of employment are described in the CIC Plan. (2)See Notes 2 and 19 in AB’s consolidated financial statements in Item 8 of AB's 2025 Form 10-K and “Long-Term Incentive Compensation Awards” above in CD&A for a discussion of the terms set forth in long-term incentive compensation award agreements relating to termination of employment. (3)Reflects the value of group medical coverage to which Mr. Bernstein would be entitled. (4)See "Overview of Mr. Bernstein's Employment Agreement" above for a discussion of the terms set forth in the CEO Employment Agreement relating to termination of employment. (5)The CEO Employment Agreement defines “Disability” as a good faith determination by AB that Mr. Bernstein is physically or mentally incapacitated and has been unable for a period of 180 days in the aggregate during any 12-month period to perform substantially all of the duties for which he is responsible immediately before the commencement of the incapacity. (6)Under the CEO Employment Agreement, upon termination of Mr. Bernstein’s employment due to death or disability, and after the COBRA period, AB will provide Mr. Bernstein and his spouse with access to participation in AB’s medical plans at Mr. Bernstein’s (or his spouse’s) sole expense based on a reasonably determined fair market value premium rate.

  58. Potential Payments upon Termination or Change in Control

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  59. Potential Payments upon Termination or Change in Control

    (7)“Disability” is defined in the ICAP award agreements of each NEO as the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by AB or its affiliate that covers the NEO. (8)Applicable agreements and restrictive covenants in the ICAP award agreement include confidentiality, restrictions on competition, and restrictions on employee and client solicitation. (9)AB mutually agreed to a separation with Ms. Marks effective March 12, 2025. As a result, she was ineligible for any potential payment or benefit upon a change in control of AB as of December 31, 2025. For further information, see "Outstanding Equity Awards at 2025 Fiscal Year-End" above. Additionally, estimated payments and benefits to which Mr. Bernstein or Mr. Erzan would have been entitled upon a change in control of EQH or the specified qualifying events of termination of employment as of December 31, 2025 are as follows (these amounts would be payable by EQH):

  60. Potential Payments upon Termination or Change in Control

    | Reason for Employment Termination | Acceleration of EQH Option and Share Awards(5) ($) | | Seth Bernstein | | | Retirement(1) | 2,057,083 | | Death or Disability(2) | 2,969,234 | | Involuntary termination (no change in control)(3) | 2,057,083 | | Change in control (without termination of employment)(4) | 2,580,782 | | Onur Erzan | | | Death or Disability(2) | 313,958 | | Involuntary termination (no change in control)(3) | 175,298 | | Change in control (without termination of employment)(4) | 280,555 |

  61. Potential Payments upon Termination or Change in Control

    (1)Reflects, as of December 31, 2025: (i) the full value of the restricted stock Unit and TSR performance share awards granted by EQH to Mr. Bernstein in 2023; and (ii) the full value of the restricted stock unit, TSR performance share, and EPS performance share awards granted by EQH to Mr. Bernstein in 2024. Excludes restricted stock unit, TSR performance share, and EPS performance share awards granted by EQH to Mr. Bernstein in 2025 due to minimum vesting requirements. (2)Reflects, as of December 31, 2025: (i) the full value of the restricted stock Unit and TSR performance share awards granted by EQH to Mr. Bernstein and Mr. Erzan in 2023; and (ii) the full value of the restricted stock unit, TSR performance share, and EPS performance share awards granted by EQH to Mr. Bernstein and Mr. Erzan in 2024 and 2025. For additional information regarding these awards, see the "Summary Compensation Table for 2025", "Grants of Plan-Based Awards in 2025" and "Outstanding Equity at 2025 Fiscal Year-End" above in this Item 11. (3)Reflects, as of December 31, 2025: (i) the full value of the restricted stock Unit and TSR performance share awards granted by EQH to Mr. Bernstein in 2023; (ii) the full value of the restricted stock unit, TSR performance share, and EPS performance share awards granted by EQH to Mr. Bernstein in 2024; (iii) the prorated value of the restricted stock Unit and TSR performance share awards granted by EQH to Mr. Erzan in 2023; and (iv) the prorated value of the restricted stock unit, TSR performance share, and EPS performance share awards granted by EQH to Mr. Erzan in 2024. Restricted stock unit, TSR performance share, and EPS performance share awards granted to Mr. Bernstein and Mr. Erzan in 2025 are excluded until a minimum of one year of vesting is reached. (4)Reflects, as of December 31, 2025: (i) the full value of the restricted stock Unit awards granted by EQH to Mr. Bernstein and Mr. Erzan in 2023, 2024 and 2025; (ii) the target prorated value of 2025 TSR performance share and EPS performance share awards granted by EQH to Mr. Bernstein and Mr. Erzan in 2025; (iii) the prorated value of the TSR performance share and EPS performance share awards granted by EQH to Mr. Bernstein and Mr. Erzan in 2024, with projected performance factor applied; and (iv) the prorated value of the TSR performance share award granted by EQH to Mr. Bernstein and Mr. Erzan in 2023, with actual performance factor applied. (5)Acceleration of EQH awards is contingent on the award recipient's compliance with various agreements and restrictive covenants set forth in the applicable award agreement under the EQH 2025 Long-Term Incentive Compensation Program, including protection of confidential information, non-competition, non-solicitation of employees and non-solicitation of customers.

  62. Potential Payments upon Termination or Change in Control

    | 2026 Proxy Statement and LTIP | 43 |

  63. Director Compensation in 2025

    Director Compensation in 2025 During 2025, we compensated our directors, who satisfied applicable NYSE and SEC standards relating to independence (“Independent Directors”), as follows:

  64. Director Compensation in 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Bruce Holley | 110,250 | 170,000 | 280,250 | | Daniel Kaye | 106,750 | 170,000 | 276,750 | | Joan Lamm-Tennant | 147,750 | 170,000 | 317,750 | | Das Narayandas | 111,250 | 170,000 | 281,250 | | Charles Stonehill | 155,250 | 170,000 | 325,250 | | Todd Walthall | 113,250 | 170,000 | 283,250 |

  65. Director Compensation in 2025

    (1)The aggregate number of restricted AB Holding Units underlying awards outstanding but not yet distributed at December 31, 2025, was: Mr. Holley, 7,581 AB Holding Units; for Mr. Kaye, 9,254 AB Holding Units; for Ms. Lamm-Tennant, 9,254 AB Holding Units; for Mr. Narayandas, 9,254 AB Holding Units; for Mr. Stonehill, 9,254 AB Holding Units; and for Mr. Walthall, 9,254 AB Holding Units. (2)Reflects the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values, see Note 19 to AB’s consolidated financial statements in Item 8 of AB's 2025 Form 10-K.

  66. Independent Director Compensation Elements

    Independent Director Compensation Elements The Board approved the compensation elements described immediately below for Independent Directors during its regular meeting held in May 2025 and has agreed to re-consider such compensation elements bi-annually: •an annual retainer of $97,750 (paid quarterly after any quarter during which an Independent Director serves on the Board; annual retainers relating to Committee service, as described below, are paid quarterly in arrears as well); •an annual retainer of $50,000 for acting as Independent Chair of the Board; •an annual retainer of $37,500 for acting as Chair of the Audit Committee; •an annual retainer of $20,000 for acting as Chair of the Compensation Committee; •an annual retainer of $13,500 for acting as Chair of the Governance Committee; •an annual retainer of $12,500 for serving as a member of the Audit Committee; •an annual retainer of $9,000 for serving as a member of the Compensation Committee; •an annual retainer of $3,000 for serving as a member of the Governance Committee; and •an annual equity-based grant under an equity compensation plan consisting of restricted AB Holding Units with a grant date fair value of $170,000. In 2025, the Board granted to each Independent Director then serving (which included Ms. Lamm-Tennant and Messrs. Holley, Kaye, Narayandas, Stonehill and Walthall) 4,253 restricted AB Holding Units. The number of AB Holding Units granted was determined by dividing the $170,000 grant date fair value noted above by the closing price of an AB Holding Unit on the date of the May 2025 Board Meeting, or $39.98 per unit, rounded up to the nearest whole unit. These awards are scheduled to vest in equal increments on each May 1, 2026, 2027 and 2028. Further, in order to avoid any perception that our directors’ exercise of their fiduciary duties might be impaired, restricted AB Holding Unit grants to Independent Directors are not forfeitable, except if the director is terminated for “Cause,” as that term is defined in the 2017 Plan or the applicable award agreement. Accordingly, restricted AB Holding Units generally are delivered as soon as administratively feasible following an Independent Director’s resignation from the Board. Equity grants to Independent Directors generally are made at the May meeting of the Board. The date of the May meeting is set by the Board at least a year in advance.

  67. Independent Director Compensation Elements

    | 44 | AllianceBernstein |

  68. Independent Director Compensation Elements

    The General Partner may reimburse any director for reasonable expenses incurred in connection with attendance at Board meetings as well as additional Board responsibilities. AB Holding and AB, in turn, reimburse the General Partner for expenses incurred by the General Partner on their behalf, including amounts in respect of directors’ fees and expenses. These reimbursements are subject to any relevant provisions of the AB Holding Partnership Agreement and the AB Partnership Agreement.

  69. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation actually paid ("CAP") to our NEOs (as determined under SEC rules) and certain aspects of our financial performance for each of the last three completed fiscal years. In determining CAP to our NEOs, we are required to make various adjustments to amounts reported in our Summary Compensation Table ("SCT"), as the SEC’s valuation methods for this section differ from those required in the SCT. The table below summarizes compensation values both reported in our SCT and as adjusted under the SEC’s methodology for the 2023 through 2025 fiscal years.

  70. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year (a) | Summary Compensation Table Total for CEO(1) (b) | Compensation Actually Paid to CEO(2) (c) | Average Summary Compensation Table Total for Non-CEO NEOs(1) (d) | Average Compensation Actually Paid to Non-CEO NEOs(2) (e) | Total Shareholder Return(3) (f) | Peer Group Total Shareholder Return(4) (g) | GAAP Net Income(5) (in thousands) (h) | Company Selected Measure: Adjusted Net Revenue(6) (in thousands) (i) | Supplemental Measure: Adjusted Compensation Ratio(7) (i) | | 2025 | $15,133,200 | $16,582,198 | $4,049,188 | $4,481,221 | $144.73 | $160.38 | $982,489 | $3,524,626 | 48.30% | | 2024 | 12,127,194 | 16,614,540 | 4,016,953 | 4,797,138 | 127.62 | 151.73 | 1,173,247 | 3,528,398 | 47.90 | | 2023 | 10,124,255 | 10,074,194 | 2,596,256 | 1,893,475 | 98.02 | 114.60 | 764,610 | 3,371,949 | 49.00 |

  71. Pay Versus Performance

    (1)Reflects compensation amounts reported in the SCT for Mr. Bernstein, who served as our CEO for the respective years shown. Reflects average compensation amounts reported in the SCT for the following non-CEO NEOs for the fiscal years noted below: •2025: Messrs. Simeone, Erzan, Sprules, Manley and Ms. Marks •2024: Ms. Marks and Messrs. Erzan, Hogbin, Sprules and Siemers •2023: Messrs. Siemers, Sprules, Erzan, Manley and Ms. Burke

  72. Pay Versus Performance

    | 2026 Proxy Statement and LTIP | 45 |

  73. Pay Versus Performance

    (2)Dollar amounts reflect CAP for our CEO and average CAP for our non-CEO NEOs for each of the 2023 through 2025 fiscal years. In determining the CAP to our NEOs, we are required by SEC rules to include various adjustments to amounts that have been reported in the SCT for 2025 and in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. In particular, these adjustments include the deduction of grant date fair values of equity awards as reported in the SCT and the addition of equity award fair values measured at each fiscal year-end and upon vesting, as well as changes in fair value of outstanding unvested and vested awards from prior years, and the deduction of changes in actuarial present value of accumulated pension benefits. Deductions from the SCT are shown in Tables A and B below. Adjustments made to arrive at the CAP are shown in tables C and D below. The pension service cost and prior service cost were zero for each fiscal year. These amounts do not reflect the year-end executive pay decisions made by the Compensation Committee as detailed in the SCT. For information regarding the decisions made by the Compensation Committee in regard to our NEOs’ compensation for each fiscal year, see the "Compensation Committee; Process for Determining Executive Compensation" section of AB's Form 10-K filings for the fiscal years covered in the table above, including the section in this Proxy Statement. With respect to the equity award fair value adjustments reflected in tables C and D below, the valuation assumptions used are consistent with those used in AllianceBernstein's and Equitable's audited financial statements in accordance with FASB ASC Topic 718, updated as of each applicable measurement date. The following summarizes the valuation methodology by award type: •Restricted stock ("RSUs") values represent fair values for restricted AB Holding Units and restricted EQH shares, calculated using the price per AB Holding Unit and EQH share as of each measurement date. •Performance share ("PS") values represent estimate values for EQH TSR and EQH EPS performance share awards during the performance period, calculated using Monte Carlo valuations, and actual values for EQH TSR and EQH EPS performance share awards at the end of the performance period using final performance factors, as of each measurement date. For further information, see "Grants of Plan-Based Awards" of Item 11 on AB's Form 10-K for year ended December 31, 2022, 2023, 2024, and 2025. •Option values ("Options") represent the fair values of EQH stock options, calculated using the Black-Scholes option pricing model as of each measurement date. No additional EQH option awards have been granted to Mr. Bernstein since 2020. For further information, see "Summary Compensation Table" of Item 11 on AB's Form 10-K for year ended December 31, 2020.

  74. Pay Versus Performance

    | CEO SCT Total to CAP Reconciliation - Deductions - Table A |

  75. Pay Versus Performance

    | | | | | | Deductions from SCT Total | | | Year | Salary (included in SCT Total and CAP) | Bonus (included in SCT Total and CAP) | All Other Compensation (included in SCT Total and CAP) | SCT Total (as shown in column (b) above) | Pension (deduct change in pension values reported in the "Pension" column of the SCT from SCT Total) | Equity (deduct stock and option award values reported in the "Stock Awards" column of the SCT from SCT Total) | | 2025 | $500,000 | $6,925,000 | $133,130 | $15,133,200 | $— | $7,575,070 | | 2024 | 500,000 | 5,425,000 | 127,148 | 12,127,194 | — | 6,075,046 | | 2023 | 500,000 | 4,515,000 | 114,201 | 10,124,255 | — | 4,995,054 |

  76. Pay Versus Performance

    | Average Non-CEO NEOs SCT Total to CAP Reconciliation – Deductions – Table B |

  77. Pay Versus Performance

    | | | | | | Deductions from SCT Total | | | Year | Salary (included in SCT Total and CAP) | Bonus and Non- Bonus Equity Incentive Compensation (included in SCT Total and CAP) | All Other Compensation (included in SCT Total and CAP) | SCT Total (as shown in column (b) above) | Pension (deduct change in pension values reported in the "Pension" column of the SCT from SCT Total) | Equity (deduct stock and option award values reported in the "Stock Awards" column of the SCT from SCT Total) | | 2025 | $361,539 | $1,549,000 | $27,630 | $4,049,188 | $— | $2,111,019 | | 2024 | 376,616 | 1,981,935 | 23,205 | 4,016,953 | 24,786 | 1,610,410 | | 2023 | 334,769 | 1,271,170 | 18,941 | 2,596,256 | 5,190 | 966,185 |

  78. Pay Versus Performance

    | 46 | AllianceBernstein |

  79. Pay Versus Performance

    | CEO Equity Component of CAP - Table C |

  80. Pay Versus Performance

    | Year | Equity Type | Fair Value of Current Year Equity Awards at 12/31 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31 (b) | Change in Value of Prior Years’ Awards That Vested in FY (c) | Cash Dividends (d) | Equity Value Included in CAP (e) = (a)+(b)+(c)+(d) | | 2025 | PS | 545,989 | (52,795) | 200,583 | — | 693,777 | | 2025 | RSUs | 6,519,207 | 210,109 | 662,842 | 938,133 | 8,330,291 | | | Total | $7,065,196 | $157,314 | $863,424 | $938,133 | $9,024,068 | | 2024 | PS | 985,629 | 1,218,110 | 8,364 | — | 2,212,103 | | 2024 | RSUs | 5,772,975 | 953,530 | 792,738 | 831,047 | 8,350,289 | | | Total | $6,758,604 | $2,171,639 | $801,102 | $831,047 | $10,562,392 | | 2023 | PS | 531,448 | 90,921 | 71,496 | — | 693,865 | | 2023 | RSUs | 4,576,365 | (406,309) | (696,478) | 735,407 | 4,208,985 | | 2023 | Options | — | — | 42,142 | — | 42,142 | | | Total | $5,107,813 | $(315,388) | $(582,840) | $735,407 | $4,944,993 |

  81. Pay Versus Performance

    | Average Non-CEO NEOs Equity Component of CAP - Table D |

  82. Pay Versus Performance

    | Year | Equity Type | Fair Value of Current Year Equity Awards at 12/31 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31 (b) | Change in Value of Prior Years’ Awards That Vested in FY (c) | Cash Dividends (d) | Equity Value Included in CAP (e) = (a)+(b)+(c)+(d) | | 2025 | PS | 10,926 | (969) | 4,020 | — | 13,976 | | 2025 | RSUs | 2,065,429 | 47,883 | 114,026 | 301,738 | 2,529,077 | | | Total | $2,076,354 | $46,915 | $118,046 | $301,738 | $2,543,053 | | 2024 | PS | 19,718 | 26,094 | 197 | — | 46,009 | | 2024 | RSUs | 1,641,394 | 218,877 | 258,480 | 250,624 | 2,369,374 | | | Total | $1,661,112 | $244,971 | $258,677 | $250,624 | $2,415,382 | | 2023 | PS | 12,808 | (10,905) | — | — | 1,903 | | 2023 | RSUs | 948,788 | (777,606) | (79,391) | 174,901 | 266,691 | | | Total | $961,595 | $(788,511) | $(79,391) | $174,901 | $268,594 |

  83. Pay Versus Performance

    (3)Represents the cumulative Total Shareholder Return (“TSR”) of AllianceBernstein for the periods ending on December 31, 2025, 2024, and 2023, respectively, based on an initial fixed investment of $100 in AB Holding Units on December 31, 2022. For 2025, represents the 3-year TSR (2023-2025); for 2024, represents the two-year TSR (2023-2024); and for 2023, represents the one-year TSR (2023). (4)Represents the cumulative TSR of the S&P U.S. BMI Asset Management & Custody Banks Index, for the periods ending on December 31, 2025, 2024, and 2023, respectively, based on an initial fixed investment of $100 in such Index on December 31, 2022. For 2025, represents the 3-year TSR (2023-2025); for 2024, represents the two-year TSR (2023-2024); for 2023, represents the one-year TSR (2023). (5)Reflects Net Income Attributable to AB Unitholders in the Company’s Consolidated Statements of Income. For 2023-2025, see page 76 of AB's Form 10-K for year ended December 31, 2025. (6)AllianceBernstein's Company-Selected Measure is Adjusted Net Revenue. For a reconciliation with GAAP for 2023-2025, see page 41 of AB's Form 10-K for the year ended December 31, 2025. (7)AllianceBernstein's Supplemental Measure is the Adjusted Compensation Ratio. For an explanation of Adjusted Compensation Ratio, see "Employee Compensation and Benefits" and "Overview of 2025 Incentive Compensation Program" on pages 49 and 142 of AB's Form 10-K for the year ended December 31, 2025.

  84. Pay Versus Performance

    | 2026 Proxy Statement and LTIP | 47 |

  85. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table The following chart shows that the CAP to our CEO and average CAP to our non-CEO NEOs for each of the 2023 through 2025 fiscal years align to trends with our peer group’s (S&P U.S. BMI Asset Management & Custody Banks Index) cumulative TSR over the same period.

  86. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    | CAP Vs. TSR |

  87. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    | 48 | AllianceBernstein |

  88. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    The following chart shows that the CAP to our CEO and average CAP to our non-CEO NEOs for each of the 2023 through 2025 fiscal years align to trends with AB's GAAP Net Income, over the same period.

  89. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    | CAP Vs. GAAP Net Income1 |

  90. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    1Reflects Net Income Attributable to AB Unitholders in the Company's Consolidated Statements of Income included in AB's Form 10-K for each of the fiscal years ended December 31, 2023, 2024 and 2025.

  91. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    | 2026 Proxy Statement and LTIP | 49 |

  92. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    The following chart shows that the CAP to our CEO and average CAP to our non-CEO NEOs for each of the 2023 through 2025 fiscal years align to trends with AB's Adjusted Net Revenues over the same period.

  93. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    | CAP Vs. Company Selected Measure: Adjusted Net Revenue2 |

  94. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    2AB's Company-Selected Measure is Adjusted Net Revenue. For a reconciliation with GAAP for 2023-2025, see AB's Form 10-K for the year ended December 31, 2023, 2024 and 2025.

  95. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    | 50 | AllianceBernstein |

  96. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    The following chart shows that the CAP to our CEO and average CAP to our non-CEO NEOs for each of the 2023 through 2025 fiscal years align to trends with AB's Adjusted Compensation Ratio over the same period.

  97. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    | CAP Vs. Supplemental Measure: Adjusted Compensation Ratio3 |

  98. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    3AB's Supplemental Measure is Adjusted Compensation Ratio. For a reconciliation with GAAP for 2023-2025, see AB's Form 10-K for the years ended December 31, 2023, 2024 and 2025.

  99. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    | 2026 Proxy Statement and LTIP | 51 |

  100. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |

  101. Relationship Between CAP and Performance Measures Disclosed in the Pay Versus Performance Table

    The information provided in “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” is an excerpt from AB’s 2025 Form 10-K, as filed with the Commission on February 12, 2026. See above in this proxy statement for relevant changes relating to our CEO.