UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

_____________

FORM 8-K

_____________

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August 9~~September 1, 2022

__________________________________________

MANNING & NAPIER, INC.

(Exact name of ~~registrant~~Registrant as specified in its charter)

__________________________________________

Delaware

001-35355

45-2609100

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Delaware			001-35355			45-2609100
(State or other jurisdictionof incorporation)			(Commission File Number)			(I.R.S. EmployerIdentification Number)

290 Woodcliff Drive, Fairport, New York 14450

(Address of principal executive offices, ~~and~~including zip code)

(585) 325-6880

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

TradingSymbol

Name of each exchangeon which registered

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

Class A Common Stock, $0.01 par value per share

New York Stock Exchange

~~New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.~~02. Results~~01 ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition.~~Definitive Agreement

~~On August 9, 2022,~~ Manning & Napier, Inc. (the “Company”) ~~issued~~has previously disclosed that it is party to (i) a ~~press~~Tax ~~release~~Receivable ~~announcing~~Agreement, (the “TRA”) dated as of November 23, 2011, pursuant to which the parties thereto agreed, among other things, that the Company would make payments to certain ~~consolidated~~parties ~~financial~~upon the occurrence of certain events and ~~operating~~(ii) a ~~results~~Substitution ~~for~~and Assumption Agreement and Release (the ~~three-month~~“SAAR”), ~~period~~dated ~~ended~~as ~~June~~of December 3031, ~~2022.~~2021, Apursuant ~~copy~~to ofwhich the ~~press~~parties ~~release~~thereto isagreed, ~~attached~~among ~~hereto~~other asthings, ~~Exhibit~~to 99have ~~and~~the ~~incorporated~~Company ~~herein~~assume bycertain ~~reference~~obligations to make payments to certain parties in respect of the TRA.

~~The~~Effective ~~information~~as ~~furnished~~of inSeptember 1, ~~this~~2022, ~~Form~~the ~~8-K,~~Company ~~including~~entered ~~the~~into ~~exhibits~~Tax ~~hereto,~~Receivable ~~shall~~Termination ~~not~~Agreement beand ~~deemed~~Releases (each, a “~~filed~~Termination Agreement”) ~~for~~with ~~purposes~~certain ofcounterparties ~~Section 18~~each ofholding an interest in the ~~Securities~~TRA ~~Exchange~~(each, ~~Act~~a of“Terminating ~~1934~~TRA Holder”). Pursuant to each Termination Agreement, the Company and each Terminating TRA Holder agreed to terminate both the TRA and SAAR as ~~amended~~between the Company and that Terminating TRA Holder in exchange for, oramong ~~otherwise~~other ~~subject~~things, an immediate cash payment from the Company to each Terminating TRA Holder. In connection with the ~~liabilities~~Termination Agreements, the Company will make an immediate cash payment of ~~that~~$7,075,600, ~~section~~in the aggregate, ~~nor~~to ~~shall~~all itTerminating TRA Holders, and will be ~~deemed~~required ~~incorporated~~to bymake ~~reference~~an inadditional ~~any~~cash ~~filing~~payment ofto each Terminating TRA Holder following the Company’s ~~under~~receipt ~~the~~of ~~Securities~~a ~~Act~~refund of ~~1933~~U.S. federal (and, asif ~~amended~~applicable, orstate and local) income taxes paid with respect to the ~~Securities~~Company’s ~~Exchange~~2013 ~~Act~~taxable year as a result of ~~1934~~carrying back losses from its 2018 taxable year. The Terminating TRA Holders held approximately 56% of the aggregate outstanding interests under the TRA. Following consummation of the transactions contemplated by the Termination Agreements, asthe ~~amended~~Company estimates that the total outstanding remaining liability under the TRA will be approximately $8.0 million (including amounts owed to the Terminating TRA Holders in connection with the anticipated tax refund describe above). Additionally, ~~whether~~in ~~made~~connection ~~before~~with orthe ~~after~~Termination Agreements, the ~~date~~Company ~~hereof~~entered into an intercompany note with Manning & Napier Group, ~~except~~LLC aswith ~~expressly~~an ~~set~~aggregate ~~forth~~principal byamount ~~specific~~of ~~reference~~$7,075,600, in ~~such~~order ato ~~filing~~fund the payments required by the Termination Agreements.

A form Termination Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Termination Agreements is qualified in its entirety by reference thereto.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description of Exhibit
ExhibitNo.	Description
99		Press Release issued by Manning & Napier, Inc. on August 9, 2022
10.1	Form of Tax Receivable Termination Agreement and Release, effective as of September 1, 2022, by and between the Company and certain holders of interests in the Tax Receivables Agreement dated as of November 23, 2011.
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Manning & Napier, Inc.
	MANNING & NAPIER, INC.
Date: August 9, 2022		By: /s/ Sarah C. Turner
	By:	/s/ Sarah C. Turner
		Name: Sarah C. TurnerTitle: Corporate Secretary
	Name:	Sarah C. Turner
	Title:	Corporate Secretary
Date: September 8, 2022

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