The board of Nuveen and the board of Schroders have agreed the terms of a recommended cash acquisition by Pantheon, LLC (“Bidco”), a newly incorporated subsidiary of Nuveen, LLC, to acquire the entire issued and to be issued share capital of Schroders.

Under the terms of the Transaction, each Schroders Shareholder will be entitled to receive a total value of up to 612 pence per Schroders Share. This comprises:

• Cash Consideration of 590 pence per Schroders Share; and
• Permitted Dividends of up to 22 pence (in aggregate) per Schroders Share, which Schroders Shareholders may receive and retain if declared or paid prior to the Effective Date without any reduction to the Cash Consideration.

If the Permitted Dividends are declared and paid in full, the Transaction values the entire issued and to be issued share capital of Schroders at approximately £9.9 billion on a fully diluted basis and represents a premium of approximately:

• 34 per cent. to the Closing Price of 456 pence per Schroders Share on 11 February 2026 (being the last Business Day before this announcement);
• 47 per cent. to the volume-weighted average price of 417 pence per Schroders Share for the three-month period ended on 11 February 2026; and
• 61 per cent. to the volume-weighted average price of 381 pence per Schroders Share for the twelve-month period ended on 11 February 2026.

If the Permitted Dividends are declared and paid in full, the Transaction value implies a multiple of 17 times Schroders’ adjusted operating profit after tax attributable to equity holders of Schroders for the financial year ended 31 December 2025.

In support of the Transaction, Bidco has received irrevocable undertakings in respect of a total of 671,032,159 Schroders Shares representing approximately 42 per cent. of the issued share capital of Schroders (as at the Latest Practicable Date) from the Principal Shareholder Group Trustee Companies and the Schroders Directors who (or whose immediate family) hold Schroders Shares.

The Combined Group will have nearly $2.5 trillion of assets under management (“AUM”) balanced across institutional and wealth channels.

Nuveen recognises Schroders’ position as a pre-eminent financial institution with a deep-rooted history and strong brand recognition, similar to Nuveen and TIAA. The Schroders brand will be retained and London will serve as the Combined Group’s non-US headquarters and largest office, with c.3,100 professionals. The Combined Group expects to deliver significant benefits to the UK as a global financial centre, enabling more long-term capital to be channelled into the economy by deepening the pool of investment capital, while reinforcing London’s role in global asset and wealth management.

Schroders remains committed to supporting the UK capital markets and, in the event that Nuveen and Bidco were to consider an initial public offering of Schroders or the Combined Group in future, Nuveen and Bidco would (subject to an appropriate analysis at the time) intend to list on the London Stock Exchange as one of the dual listing venues.

In light of the expected timetable to obtain certain required regulatory approvals, the Transaction is currently expected to become Effective during Q4 2026, subject to the satisfaction or (where applicable) waiver of the Conditions and certain further terms set out in Appendix 1 to this announcement.

William Huffman, the Chief Executive Officer of Nuveen commented:

“Through this exciting and transformational step for both of our distinguished firms, we look forward to welcoming Schroders into the Nuveen family. By bringing our complementary platforms, capabilities, distribution networks and cultures together, we will create an extraordinary opportunity to enhance the way we serve our collective clients through access to new markets, bolstered product offerings, and deeper pools of investment talent. This transaction is about unlocking new growth opportunities for wealth and institutional investors around the world by giving our leading, differentiated public-to-private platform a broader global presence”.

Dame Elizabeth Corley, the Chair of Schroders commented:

“The Combined Group will bring together two successful firms with shared values and highly complementary strengths to create a new global leader in public-to-private investment management. Building on Schroders’ heritage, London will remain at the heart of this enlarged business and the transaction will deliver an attractive premium in cash to our shareholders, reflecting the value of our business and its future prospects. The board of Schroders is confident that this is the right step for our shareholders, clients and people.”

Richard Oldfield, the Group Chief Executive of Schroders commented:

“In a competitive landscape where scale can help deliver benefits, in Nuveen we see a partner that shares our values, respects the culture we have built and will create exciting opportunities for our clients and people. The transaction will significantly accelerate our growth plans to create a leading public-to-private platform with enhanced geographic reach and a strengthened balance sheet. Together, we can create an exceptional opportunity to provide clients with a true breadth of high-quality solutions to meet their evolving needs.”