Teachers Insurance and Annuity Association of America (TIAA)

Nuveen – Schroders

The proposed acquisition involves the acquisition of the entire issued and to be issued share capital of Schroders plc (Schroders) by Pantheon, LLC (Pantheon), a wholly owned special purpose vehicle of Nuveen, LLC (Nuveen) (the Acquisition). Following completion, Nuveen, wholly owned by the Teachers Insurance and Annuity Association of America (TIAA), will hold 100% of the issued share capital of Schroders and therefore will have sole control of Schroders. On 12 February 2026, the Boards of Nuveen and Schroders announced that they had agreed the terms of the Acquisition which is governed by the UK Takeover Code and is intended to be implemented by way of a court‑sanctioned scheme of arrangement. Nuveen is the asset manager for TIAA. It is US-headquartered and offers a comprehensive range of investment solutions designed to secure the long-term financial goals of institutional and individual investors. Nuveen has ~AUD 2.17 trillion (~USD 1.4 trillion) in assets under management (AUM) as of 31 December 2025 – with approximately 93.5% in the Americas, 4% in Europe, the Middle East, and Africa (EMEA) and 2.5% in Asia-Pacific (APAC). TIAA is a New York stock life insurance company that provides secure retirements and outcome-focused investment solutions primarily to US-based individuals and institutions. TIAA has ~AUD 2.33 trillion (~USD 1.5 trillion) in AUM, and administration and total statutory capital of ~AUD 74.4 billion (~USD 48 billion) as of 31 December 2025. Pantheon is a direct, wholly owned subsidiary of Nuveen that has been newly incorporated for the purpose of facilitating the Acquisition. Schroders is a UK-based global investment manager which provides active asset management, wealth management and investment solutions. Schroders had ~AUD 1.68 trillion (~GBP 824 billion) of AUM as of 31 December 2025, with 12% in the Americas, 64% in EMEA and 25% in APAC. Schroders operates three core business divisions: Public Markets, Wealth Management, and Schroders Capital, which focuses on private markets, including private equity and real estate.