Victory Capital Reports Record Second Quarter 2026 Results

About this update from Victory Capital Holdings, Inc. Class A Common Stock

Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported record financial results for the quarter ended June 30, 2026. "The second quarter was a landmark period for Victory Capital, reporting record revenue, Adjusted EBITDA, Adjusted EBITDA margin, and earnings per share,” said David C. Brown, Chairman and Chief Executive Officer. “We also achieved record total client assets, supported by an all-time high in long-term quarterly gross sales. Notably, we achieved $4.2 billion in positive long-term net flows for the quarter and have positive long-term net flows year to date, through June 30. This reflects the strategic investments we have made, the momentum we have built across our distribution channels, and the strength of our operating platform. “Investment performance remained excellent during the quarter. As of June 30, 2026, 71%, 68%, 65%, and 81% of our AUM outperformed benchmarks over the respective 1-, 3-, 5-, and 10-year periods. In addition, 60% of our rated AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar. “The drivers of our record gross sales and positive net flows this quarter were broad-based. Our international distribution efforts, our U.S. institutional channel, and, within our intermediary channel, our VictoryShares ETF platform each drove meaningful flows, together producing a result that showcases the breadth and depth of our distribution platform. "We maintained a consistent fee rate and our industry-leading margins for the quarter. Our Adjusted EBITDA margin highlights the durability of our platform and the discipline we apply across every dimension of our business. "We continued to return capital to shareholders. We returned $138 million through share repurchases of 1.1 million shares of VCTR common stock and dividends paid during the quarter. “Inorganic growth remains a strategic priority. The integration of Pioneer Investments is now complete, and the full run-rate of net expense synergies has been fully recognized. Our pipeline is full and active, our standards remain high, and we only pursue transactions that make our Company better. "As always, we continue to focus on serving our clients, which is our top priority." The table below presents AUM, and certain GAAP and non-GAAP (“adjusted”) financial results. Due to rounding, AUM values and other amounts in this press release may not add up precisely to the totals provided.   (in millions except per share amounts or as otherwise noted)   For the Three Months Ended   For the Six Months Ended June 30,   March 31,   June 30,   June 30,   June 30,   2026       2026       2025       2026       2025   Assets Under Management1 Ending $ 342,450   $ 309,835   $ 298,563   $ 342,450   $ 298,563   Average   331,345     318,746     284,977     325,045     229,383     AUM Long-term Flows2 Long-term Gross $ 22,113   $ 18,946   $ 15,423   $ 41,060   $ 24,732   Long-term Net   4,201     (457 )   (660 )   3,744     (1,865 )   AUM Money Market/Short-term Flows Money Market / Short-term Gross $ 311   $ 235   $ 308   $ 546   $ 485   Money Market / Short-term Net   (91 )   (197 )   (144 )   (288 )   (188 )   AUM Total Flows Total Gross $ 22,424   $ 19,181   $ 15,731   $ 41,606   $ 25,217   Total Net   4,110     (654 )   (804 )   3,456     (2,053 )   Consolidated Financial Results (GAAP) Revenue $ 435.4   $ 388.0   $ 351.2   $ 823.4   $ 570.8   AUM revenue realization (in bps)   47.9     47.6     49.4     47.7     50.1   Operating expenses   241.6     228.8     257.0     470.4     383.7   Income from operations   193.7     159.2     94.2     352.9     187.1   Operating margin   44.5 %   41.0 %   26.8 %   42.9 %   32.8 % Net income   139.4     112.1     58.7     251.5     120.7   Earnings per diluted share $ 1.68   $ 1.33   $ 0.68   $ 3.01   $ 1.59   Cash flow from operations   135.4     121.0     (6.6 )   256.4     74.5     Adjusted Performance Results (Non-GAAP)3 Adjusted EBITDA $ 242.7   $ 204.0   $ 178.5   $ 446.7   $ 294.9   Adjusted EBITDA margin   55.8 %   52.6 %   50.8 %   54.3 %   51.7 % Adjusted net income   172.2     142.7     122.5     314.8     200.5   Tax benefit of goodwill and acquired intangible assets   10.7     10.5     10.3     21.2     20.4   Adjusted net income with tax benefit   182.9     153.2     132.8     336.1     220.9   Adjusted net income with tax benefit per diluted share4 $ 2.21   $ 1.82   $ 1.57   $ 4.02   $ 2.96   _______________________ 1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2 Long-term AUM is defined as total AUM excluding Money Market and Short-term assets. 3 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure. 4 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock. AUM, Flows and Investment Performance At June 30, 2026, Victory Capital had total client assets of $346.1 billion, assets under management of $342.5 billion, and other assets of $3.6 billion. Total AUM increased by $32.7 billion to $342.5 billion at June 30, 2026, compared with $309.8 billion at March 31, 2026. The increase was primarily due to positive market action of $28.5 billion and net inflows of $4.1 billion. As of June 30, 2026, Victory Capital offered 189 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of June 30, 2026. Percentage of AUM Outperforming Benchmark Trailing   Trailing   Trailing   Trailing 1-Year   3-Years   5-Years   10-Years 71%   68%   65%   81% Second Quarter 2026 Compared with First Quarter 2026 Revenue increased 12.2% to $435.4 million in the second quarter, compared with $388.0 million in the first quarter, primarily due to higher average AUM and crystallization of certain annual fees over the comparable period. GAAP operating margin expanded by 350 basis points in the second quarter to 44.5%, up from 41.0% in the first quarter, due to an increase in revenue and $8.3 million decrease in acquisition-related costs, partially offset by an increase in variable operating expenses as a result of an increase in operating results. Second quarter GAAP net income increased 24.3% to $139.4 million, up from $112.1 million in the prior quarter. Adjusted net income with tax benefit increased 19.4% to $182.9 million, or $2.21 per diluted share, in the second quarter, up from $153.2 million, or $1.82 per diluted share, in the first quarter. Adjusted EBITDA increased $38.7 million to $242.7 million in the second quarter compared to $204.0 million in the first quarter. Adjusted EBITDA margin expanded 320 basis points in the second quarter of 2026 to 55.8% compared with 52.6% in the prior quarter. Second Quarter 2026 Compared with Second Quarter 2025 Revenue for the three months ended June 30, 2026, increased 24.0% to $435.4 million, compared with $351.2 million in the same quarter of 2025 as a result of higher average AUM over the comparable period. Operating expenses were $241.6 million compared with $257.0 million in last year’s second quarter reflecting decreases in acquisition-related and restructuring and integration costs of $26.4 million and $11.4 million, respectively, partially offset by increases in variable operating expenses that rose as a result of the higher average AUM. GAAP operating margin expanded 1,770 basis points to 44.5% in the second quarter, from 26.8% in the same quarter of 2025. GAAP net income increased 137.3% to $139.4 million in the second quarter compared with $58.7 million in the same quarter of 2025. Adjusted net income with tax benefit increased 37.7% to $182.9 million, or $2.21 per diluted share, in the second quarter, compared with $132.8 million, or $1.57 per diluted share in the same quarter last year. Adjusted EBITDA increased 36.0% to $242.7 million, compared with $178.5 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin expanded 500 basis points to 55.8% in the second quarter of 2026, compared with 50.8% in the same quarter last year. Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025 On April 1, 2025, the Company completed the acquisition of Amundi US and reintroduced the brand Pioneer Investments for the acquired business and investment products. Year-over-year results reflect the acquisition of Amundi US, which closed on April 1, 2025. Revenue for the six months ended June 30, 2026, increased 44.2% to $823.4 million, compared with $570.8 million in the same period of 2025 as a result of higher average AUM over the comparable period. GAAP operating margin expanded 1,010 basis points, in the six months ended June 30, 2026 to 42.9%, up from 32.8% in the same period of 2025, due to higher variable operating expenses as a result of the higher average AUM and an expanded business partially offset by decreases in acquisition-related and restructuring and integration costs of $27.5 million and $9.4 million, respectively, primarily related to the acquisition of Amundi US in 2025. Six months ended June 30, 2026 GAAP net income increased 108.4% to $251.5 million, up from $120.7 million in the prior period. Adjusted net income with tax benefit increased 52.2% to $336.1 million, or $4.02 per diluted share, in the six months ended June 30, 2026, compared with $220.9 million, or $2.96 per diluted share in the same period last year. Adjusted EBITDA increased 51.5% to $446.7 million, compared with $294.9 million in the same period of last year. Year-over-year, adjusted EBITDA margin expanded 260 basis points to 54.3% in the first half of 2026, compared with 51.7% in the same first half of last year. Balance Sheet / Capital Management The total debt outstanding as of June 30, 2026 was approximately $978 million. For the three months ended June 30, 2026, the Company repurchased approximately 1.1 million shares of Common Stock. The Company’s Board of Directors approved a regular quarterly cash dividend of $0.50 per share. The dividend is payable on September 25, 2026, to shareholders of record on September 10, 2026. Conference Call, Webcast and Slide Presentation The Company will host a conference call tomorrow morning, August 6, at 8:00 a.m. ET to discuss the results. Analysts and investors may participate in the question-and-answer session. To participate in the conference call, please call 1-833-461-5787 (domestic) or 1-585-542-9983 (international), shortly before 8:00 a.m. ET and reference the Meeting ID 504 021 405. A live, listen-only webcast will also be available via the investor relations section of the Company’s website at https://ir.vcm.com. Prior to the call, a supplemental slide presentation that will be used during the conference call will be available on the Events and Presentations page of the Company’s investor relations website. For anyone who is unable to join the live event, an archive of the webcast will be available for replay shortly after the call concludes. About Victory Capital Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $346.1 billion in total client assets, as of June 30, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance. Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn. FORWARD-LOOKING STATEMENTS This document may contain forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for Victory Capital’s future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital's control and could cause Victory Capital's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward looking statements. Although it is not possible to identify all of these risks and factors, they include, among others, the following: reductions in the assets under management (“AUM”) based on investment performance, client withdrawals, difficult market conditions and other factors such as the ongoing conflicts and potential military conflicts in Iran, Ukraine, Venezuela, China/Taiwan, and/or the Middle East, a pandemic, tariffs or trade restrictions; the nature of the Company’s contracts and investment advisory agreements; the Company's ability to maintain historical returns and sustain our historical growth; the Company's dependence on third parties to market our strategies and provide products or services for the operation of our business; the Company's ability to retain key investment professionals or members of our senior management team; the Company's reliance on the technology systems supporting our operations; the Company's ability to successfully acquire and integrate new companies; risks associated with expected benefits of the Amundi US transaction and the related impact on the Company’s business; the concentration of the Company’s investments in long only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; the Company's efforts to establish and develop new teams and strategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company's ability to limit employee misconduct; the Company's ability to meet the guidelines set by our clients; the Company's exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company's ability to implement effective information and cyber security policies, procedures and capabilities; the Company's substantial indebtedness; the potential impairment of the Company’s goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to the Company’s ETF platform; the Company's determination that we are not required to register as an “investment company” under the Investment Company Act of 1940; the fluctuation of the Company’s expenses; the Company's ability to respond to recent trends in the investment management industry; the level of regulation on investment management firms and the Company’s ability to respond to regulatory developments; the competitiveness of the investment management industry; and other risks and factors included, but not limited to, those listed under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026, which is accessible on the SEC’s website at www.sec.gov. In light of these risks, uncertainties and other factors, the forward-looking statements contained in this press release might not prove to be accurate. All forward-looking statements speak only as of the date made and Victory Capital undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.   Victory Capital Holdings, Inc. and Subsidiaries Unaudited Consolidated Statements of Operations(in thousands except per share data and percentages)   For the Three Months Ended   For the Six Months Ended June 30,   March 31,   June 30,   June 30,   June 30,   2026       2026       2025       2026       2025   Revenue Investment management fees $ 362,243   $ 316,369   $ 282,306   $ 678,612   $ 455,607   Fund administration and distribution fees   73,118     71,620     68,906     144,738     115,207   Total revenue   435,361     387,989     351,212     823,350     570,814    Expenses Personnel compensation and benefits   125,500     105,855     108,918     231,355     165,054   Distribution and other asset-based expenses   68,590     67,410     62,039     136,000     97,516   General and administrative   22,915     20,615     23,381     43,530     37,709   Depreciation and amortization   20,585     20,576     21,794     41,161     29,226     Change in value of consideration payable for acquisition of business   2,041     3,537     1,092     5,578     4,498   Acquisition-related costs   (653 )   7,658     25,780     7,005     34,530   Restructuring and integration costs   2,634     3,153     13,994     5,787     15,159   Total operating expenses   241,612     228,804     256,998     470,416     383,692    Income from operations   193,749     159,185     94,214     352,934     187,122   Operating margin   44.5 %   41.0 %   26.8 %   42.9 %   32.8 %  Other income (expense) Interest income and other income   7,721     2,756     6,006     10,477     6,710   Interest expense and other financing costs   (12,192 )   (14,081 )   (13,234 )   (26,273 )   (26,445 ) Loss on debt extinguishment   (2,028 )   —     —     (2,028 )   —   Total other expense, net   (6,499 )   (11,325 )   (7,228 )   (17,824 )   (19,735 )  Income before income taxes   187,250     147,860     86,986     335,110     167,387    Income tax expense   (47,846 )   (35,720 )   (28,252 )   (83,566 )   (46,678 )  Net income $ 139,404   $ 112,140   $ 58,734   $ 251,544   $ 120,709   Preferred stock dividends   (10,018 )   (9,769 )   (9,673 )   (19,788 )   (9,673 ) Income attributable to Preferred stockholders   (23,969 )   (16,846 )   (2,985 )   (40,743 )   (5,334 ) Net income attributable to common shareholders $ 105,417   $ 85,525   $ 46,076   $ 191,013   $ 105,702    Earnings per share of common stock Basic $ 1.70   $ 1.34   $ 0.69   $ 3.04   $ 1.61   Diluted   1.68     1.33     0.68     3.01     1.59    Weighted average number of shares outstanding Basic   62,151     63,635     67,239     62,889     65,484   Diluted   62,782     64,388     67,980     63,593     66,358     Dividends declared per share $ 0.50   $ 0.49   $ 0.49   $ 0.99   $ 0.96     Victory Capital Holdings, Inc. and Subsidiaries Reconciliation of GAAP to Non-GAAP Measures1(unaudited; in thousands except per share data and percentages)   For the Three Months Ended   For the Six Months Ended June 30,   March 31,   June 30,   June 30,   June 30,   2026       2026       2025       2026       2025   Net income (GAAP) $ 139,404   $ 112,140   $ 58,734   $ 251,544   $ 120,709   Income tax expense   (47,846 )   (35,720 )   (28,252 )   (83,566 )   (46,678 ) Income before income taxes $ 187,250   $ 147,860   $ 86,986   $ 335,110   $ 167,387   Interest expense   12,283     13,658     12,200     25,941     24,721   Depreciation   2,288     2,279     3,236     4,567     5,404   Other business taxes   431     (555 )   693     (124 )   1,615   Amortization of acquisition-related intangible assets   18,297     18,297     18,558     36,594     23,822   Share-based compensation   10,835     3,586     2,107     14,421     3,160   Acquisition, restructuring and exit costs   8,716     18,699     53,990     27,415     67,311   Debt issuance costs   2,617     196     755     2,813     1,504   Adjusted EBITDA $ 242,717   $ 204,020   $ 178,525   $ 446,737   $ 294,924   Adjusted EBITDA margin   55.8 %   52.6 %   50.8 %   54.3 %   51.7 %    Net income (GAAP) $ 139,404   $ 112,140   $ 58,734   $ 251,544   $ 120,709   Adjustment to reflect the operating performance of the Company Other business taxes   431     (555 )   693     (124 )   1,615   Amortization of acquisition-related intangible assets   18,297     18,297     18,558     36,594     23,822   Share-based compensation   10,835     3,586     2,107     14,421     3,160   Acquisition, restructuring and exit costs   8,716     18,699     53,990     27,415     67,311   Debt issuance costs   2,617     196     755     2,813     1,504   Tax effect of above adjustments   (8,142 )   (9,683 )   (12,330 )   (17,825 )   (17,657 ) Adjusted net income $ 172,158   $ 142,680   $ 122,507   $ 314,838   $ 200,464    Adjusted net income per diluted share2 $ 2.08   $ 1.69   $ 1.45   $ 3.77   $ 2.68    Weighted average number of shares outstanding - diluted (GAAP)   62,782     64,388     67,980     63,593     66,358   Weighted average number of shares outstanding - diluted (Non-GAAP)2   82,818     84,341     84,801     83,587     74,723    Tax benefit of goodwill and acquired intangible assets $ 10,716   $ 10,515   $ 10,255   $ 21,231   $ 20,396   Tax benefit of goodwill and acquired intangible assets per diluted share2 $ 0.13   $ 0.13   $ 0.12   $ 0.25   $ 0.28    Adjusted net income with tax benefit $ 182,874   $ 153,195   $ 132,762   $ 336,069   $ 220,860   Adjusted net income with tax benefit per diluted share2 $ 2.21   $ 1.82   $ 1.57   $ 4.02   $ 2.96   1 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure. 2 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock.   Victory Capital Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidated Balance Sheets(In thousands, except for per share amounts)   June 30, 2026December 31, 2025Assets Cash and cash equivalents $ 70,126   $ 163,690   Receivables   244,330     181,141   Prepaid expenses   22,422     16,071   Investments, at fair value   91,672     99,394   Property and equipment, net   21,418     23,833   Goodwill   1,235,940     1,235,940   Other intangible assets, net   2,441,447     2,477,617   Operating lease right-of-use assets   46,610     48,650   Other assets   1,256     1,514   Total assets $ 4,175,221   $ 4,247,850    Liabilities and stockholders' equity Accounts payable and accrued expenses $ 77,525   $ 72,387   Accrued compensation and benefits   85,499     86,355   Consideration payable for acquisition of business   53,199     87,564   Deferred tax liability, net   492,135     479,792   Operating lease liabilities   44,165     45,610   Other liabilities   79,662     81,399   Long-term debt, net1   967,974     970,014   Total liabilities   1,800,159     1,823,121    Stockholders' equity Common stock, $0.01 par value per share: 2026 - 600,000 shares authorized, 88,554 shares issued and 61,561 shares outstanding; 2025 - 600,000 shares authorized, 87,867 shares issued and 64,150 shares outstanding   886     879   Preferred stock, $0.01 par value per share: 2026 - 100,000 shares authorized, 20,037 shares issued and outstanding; 2025 - 100,000 shares authorized, 19,937 shares issued and outstanding   200     199   Additional paid-in capital   2,128,399     2,102,938   Treasury stock, at cost: 2026 - 26,993 shares; 2025 - 23,717 shares   (1,028,046 )   (786,008 ) Accumulated other comprehensive income   7,033     9,020   Retained earnings   1,266,590     1,097,701   Total stockholders' equity   2,375,062     2,424,729   Total liabilities and stockholders' equity $ 4,175,221   $ 4,247,850   1 Balances at June 30, 2026 and December 31, 2025 are shown net of unamortized loan discount and debt issuance costs in the amount of $9.6 million and $12.5 million, respectively. The gross amount of debt outstanding was $977.6 million and $982.5 million at June 30, 2026 and December 31, 2025, respectively.     Victory Capital Holdings, Inc. and Subsidiaries Total Client Assets(unaudited; in millions)   For the Three Months Ended June 30,   March 31,   June 30,   2026       2026       2025   Beginning AUM $ 309,835   $ 313,775   $ 167,468   Beginning other assets1   3,268     2,846     3,967   Beginning total client assets   313,103     316,621     171,435     AUM net cash flows   4,110     (654 )   (804 ) Other assets net cash flows   —     390     (1,170 ) Total client assets net cash flows   4,110     (264 )   (1,973 )   AUM market appreciation (depreciation)   28,510     (2,797 )   20,247   Other assets market appreciation (depreciation)   343     32     253   Total client assets market appreciation (depreciation)   28,853     (2,765 )   20,500     AUM realizations and distributions   (5 )   (456 )   (3 ) Acquired & divested assets / Net transfers3   —     (33 )   111,654     Ending AUM   342,450     309,835     298,563   Ending other assets   3,611     3,268     3,050   Ending total client assets   346,061     313,103     301,613   Average total client assets2   334,856     321,784     288,568   For the Six Months Ended June 30,   June 30,   2026       2025   Beginning AUM $ 313,775   $ 171,930   Beginning other assets1   2,846     4,165   Beginning total client assets   316,621     176,096     AUM net cash flows   3,456     (2,053 ) Other assets net cash flows   390     (1,446 ) Total client assets net cash flows   3,846     (3,499 )   AUM market appreciation (depreciation)   25,713     17,075   Other assets market appreciation (depreciation)   375     331   Total client assets market appreciation (depreciation)   26,089     17,406     AUM realizations and distributions   (461 )   (24 ) Acquired & divested assets / Net transfers3   (33 )   111,634     Ending AUM   342,450     298,563   Ending other assets   3,611     3,050   Ending total client assets   346,061     301,613   Average total client assets4   328,320     233,209   1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1. 2 For the three-month periods ending June 30, 2026, March 31, 2026 and June 30, 2025 total client assets revenue realization was 47.4 basis points, 47.2 basis points and 49.4 basis points, respectively. 3 Includes the impact of Pioneer Investments as of April 1, 2025, increasing our AUM by $114.6 billion. 4 For the six-month periods ending June 30, 2026 and 2025 total client assets revenue realization was 47.3 basis points and 50.1 basis points, respectively.   Victory Capital Holdings, Inc. and Subsidiaries Total Assets Under Management1(unaudited; in millions)   For the Three Months Ended June 30,   March 31,   June 30,   2026       2026       2025   Beginning assets under management $ 309,835   $ 313,775   $ 167,468   Gross client cash inflows   22,424     19,181     15,731   Gross client cash outflows   (18,314 )   (19,835 )   (16,534 ) Net client cash flows   4,110     (654 )   (804 ) Market appreciation (depreciation)   28,510     (2,797 )   20,247   Realizations and distributions   (5 )   (456 )   (3 ) Acquired & divested assets / Net transfers2   —     (33 )   111,654   Ending assets under management   342,450     309,835     298,563   Average assets under management   331,345     318,746     284,977     For the Six Months Ended June 30,   June 30,   2026       2025   Beginning assets under management $ 313,775   $ 171,930   Gross client cash inflows   41,606     25,217   Gross client cash outflows   (38,150 )   (27,270 ) Net client cash flows   3,456     (2,053 ) Market appreciation (depreciation)   25,713     17,075   Realizations and distributions   (461 )   (24 ) Acquired assets / Net transfers2   (33 )   111,634   Ending assets under management   342,450     298,563   Average assets under management   325,045     229,383   1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2 Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion.   Victory Capital Holdings, Inc. and Subsidiaries Other Assets (Institutional)1(unaudited; in millions)   For the Three Months June 30,   March 31,   June 30,   2026       2026       2025   Beginning other assets (institutional) $ 3,268   $ 2,846   $ 3,967   Gross client cash inflows   —     627     —   Gross client cash outflows   —     (237 )   (1,170 ) Net client cash flows   —     390     (1,170 ) Market appreciation (depreciation)   343     32     253   Realizations and distributions   —     —     —   Acquired & divested assets / Net transfers   —     —     —   Ending other assets (institutional)   3,611     3,268     3,050   Average other assets (institutional)2   3,511     3,039     3,591     For the Six Months Ended June 30,   June 30,   2026       2025   Beginning other assets (institutional) $ 2,846   $ 4,165   Gross client cash inflows   627     —   Gross client cash outflows   (237 )   (1,446 ) Net client cash flows   390     (1,446 ) Market appreciation (depreciation)   375     331   Realizations and distributions   —     —   Acquired & divested assets / Net transfers   —     —   Ending other assets (institutional)   3,611     3,050   Average other assets (institutional)3   3,275     3,826   1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1. 2 For the three-month periods ending June 30, 2026, March 31, 2026 and June 30, 2025 total other assets (institutional) revenue realization was 3.4 basis points, 3.5 basis points and 3.1 basis points, respectively. 3 For the six-month periods ending June 30, 2026 and 2025 total other assets (institutional) revenue realization was 3.5 basis points and 3.2 basis points, respectively.   Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management by Asset Class(unaudited; in millions)   For the Three Months Ended By Asset Class                 Global /                     U.S. Mid   U.S. Small   Fixed   U.S. Large   Non-U.S.       Alternative   Total   Money Market /   Total Cap Equity   Cap Equity   Income   Cap Equity   Equity   Solutions   Investments   Long-term   Short-term   AUM1June 30, 2026 Beginning assets under management $ 29,283   $ 10,535   $ 79,716   $ 59,798   $ 31,473   $ 92,396   $ 3,033   $ 306,235   $ 3,599   $ 309,835   Gross client cash inflows   571     286     8,305     1,894     3,879     6,740     439     22,113     311     22,424   Gross client cash outflows   (2,274 )   (1,302 )   (5,640 )   (2,917 )   (1,895 )   (3,718 )   (166 )   (17,913 )   (402 )   (18,314 ) Net client cash flows   (1,703 )   (1,016 )   2,666     (1,023 )   1,984     3,022     272     4,201     (91 )   4,110   Market appreciation (depreciation)   3,709     1,815     999     7,636     4,006     10,250     65     28,480     30     28,510   Realizations and distributions   —     —     —     —     —     —     (5 )   (5 )   —     (5 ) Acquired assets / Net transfers   (4 )   (3 )   31     (21 )   (22 )   (28 )   (1 )   (47 )   47     —   Ending assets under management $ 31,285   $ 11,331   $ 83,412   $ 66,390   $ 37,441   $ 105,641   $ 3,365   $ 338,864   $ 3,585   $ 342,450    March 31, 2026 Beginning assets under management $ 29,993   $ 11,179   $ 80,544   $ 63,380   $ 30,680   $ 91,228   $ 3,038   $ 310,042   $ 3,733   $ 313,775   Gross client cash inflows   776     250     5,070     3,057     2,789     6,718     287     18,946     235     19,181   Gross client cash outflows   (2,418 )   (1,329 )   (5,639 )   (3,956 )   (1,830 )   (3,960 )   (270 )   (19,403 )   (432 )   (19,835 ) Net client cash flows   (1,643 )   (1,079 )   (569 )   (899 )   959     2,757     17     (457 )   (197 )   (654 ) Market appreciation (depreciation)   942     438     (13 )   (2,632 )   (140 )   (1,594 )   170     (2,829 )   32     (2,797 ) Realizations and distributions   —     —     (266 )   —     —     —     (190 )   (456 )   —     (456 ) Acquired assets / Net transfers   (9 )   (3 )   21     (50 )   (26 )   5     (1 )   (64 )   31     (33 ) Ending assets under management $ 29,283   $ 10,535   $ 79,716   $ 59,798   $ 31,473   $ 92,396   $ 3,033   $ 306,235   $ 3,599   $ 309,835    June 30, 2025 Beginning assets under management $ 28,964   $ 13,182   $ 24,157   $ 13,104   $ 18,334   $ 63,378   $ 2,945   $ 164,064   $ 3,404   $ 167,468   Gross client cash inflows   850     457     6,014     2,266     1,520     4,093     222     15,423     308     15,731   Gross client cash outflows   (1,597 )   (740 )   (6,012 )   (3,385 )   (1,373 )   (2,742 )   (233 )   (16,083 )   (451 )   (16,534 ) Net client cash flows   (748 )   (284 )   2     (1,118 )   147     1,351     (11 )   (660 )   (144 )   (804 ) Market appreciation (depreciation)   1,233     385     1,172     7,482     3,263     6,620     55     20,210     37     20,247   Realizations and distributions   —     —     —     —     —     —     (3 )   (3 )   —     (3 ) Acquired assets / Net transfers2   2,194     (143 )   54,420     42,376     3,833     8,639     —     111,318     335     111,654   Ending assets under management $ 31,643   $ 13,140   $ 79,752   $ 61,844   $ 25,576   $ 79,988   $ 2,986   $ 294,930   $ 3,633   $ 298,563   1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2 Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion.   Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management by Asset Class(unaudited; in millions)   For the Six Months EndedBy Asset ClassGlobal /U.S. MidU.S. SmallFixedU.S. LargeNon-U.S.AlternativeTotalMoney Market /Cap EquityCap EquityIncomeCap EquityEquitySolutionsInvestmentsLong-termShort-termTotal AUM1June 30, 2026 Beginning assets under management $ 29,993   $ 11,179   $ 80,544   $ 63,380   $ 30,680   $ 91,228   $ 3,038   $ 310,042   $ 3,733   $ 313,775   Gross client cash inflows   1,347     536     13,375     4,951     6,668     13,458     726     41,060     546     41,606   Gross client cash outflows   (4,693 )   (2,631 )   (11,278 )   (6,873 )   (3,725 )   (7,678 )   (437 )   (37,316 )   (834 )   (38,150 ) Net client cash flows   (3,346 )   (2,095 )   2,096     (1,922 )   2,943     5,780     289     3,744     (288 )   3,456   Market appreciation (depreciation)   4,651     2,253     986     5,004     3,866     8,656     236     25,651     62     25,713   Realizations and distributions   —     —     (266 )   —     —     —     (195 )   (461 )   —     (461 ) Acquired assets / Net transfers   (13 )   (5 )   52     (72 )   (48 )   (23 )   (2 )   (112 )   79     (33 ) Ending assets under management $ 31,285   $ 11,331   $ 83,412   $ 66,390   $ 37,441   $ 105,641   $ 3,365   $ 338,864   $ 3,585   $ 342,450    June 30, 2025 Beginning assets under management $ 30,584   $ 14,785   $ 24,402   $ 14,148   $ 19,095   $ 62,593   $ 2,980   $ 168,586   $ 3,344   $ 171,930   Gross client cash inflows   1,947     902     6,943     2,349     3,656     8,456     478     24,732     485     25,217   Gross client cash outflows   (3,331 )   (1,587 )   (7,557 )   (3,854 )   (4,623 )   (5,060 )   (585 )   (26,597 )   (673 )   (27,270 ) Net client cash flows   (1,383 )   (685 )   (614 )   (1,505 )   (967 )   3,396     (107 )   (1,865 )   (188 )   (2,053 ) Market appreciation (depreciation)   254     (809 )   1,500     6,852     3,659     5,417     134     17,008     67     17,075   Realizations and distributions   —     —     —     —     —     —     (24 )   (24 )   —     (24 ) Acquired assets / Net transfers2   2,188     (150 )   54,464     42,349     3,789     8,582     2     111,224     410     111,634   Ending assets under management $ 31,643   $ 13,140   $ 79,752   $ 61,844   $ 25,576   $ 79,988   $ 2,986   $ 294,930   $ 3,633   $ 298,563   1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2 Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion.   Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management by Region(unaudited; in millions)   As of June 30, 2026   2025(in millions) Amount   % of total   Amount   % of total U.S. $ 279,879 82 % $ 250,035 84 % Non-U.S.   62,571   18 %   48,528   16 % Total AUM1 $ 342,450   100 % $ 298,563   100 % 1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.   Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management by Vehicle(unaudited; in millions)   For the Three Months EndedBy VehicleSeparateAccountsMutualand OtherFunds1ETFs2Vehicles3Total AUM4June 30, 2026 Beginning assets under management $ 167,775   $ 16,401   $ 125,659   $ 309,835   Gross client cash inflows   7,271     1,535     13,618     22,424   Gross client cash outflows   (10,174 )   (341 )   (7,799 )   (18,314 ) Net client cash flows   (2,903 )   1,194     5,819     4,110   Market appreciation (depreciation)   15,849     1,576     11,084     28,510   Realizations and distributions   —     —     (5 )   (5 ) Acquired assets / Net transfers   (25 )   —     25     —   Ending assets under management $ 180,696   $ 19,171   $ 142,583   $ 342,450    March 31, 2026 Beginning assets under management $ 172,203   $ 15,049   $ 126,523   $ 313,775   Gross client cash inflows   7,793     1,770     9,618     19,181   Gross client cash outflows   (11,372 )   (464 )   (7,999 )   (19,835 ) Net client cash flows   (3,579 )   1,306     1,619     (654 ) Market appreciation (depreciation)   (849 )   79     (2,027 )   (2,797 ) Realizations and distributions   —     —     (456 )   (456 ) Acquired assets / Net transfers   —     (33 )   —     (33 ) Ending assets under management $ 167,775   $ 16,401   $ 125,659   $ 309,835    June 30, 2025 Beginning assets under management $ 108,392   $ 10,253   $ 48,823   $ 167,468   Gross client cash inflows   6,935     1,568     7,227     15,731   Gross client cash outflows   (9,716 )   (264 )   (6,554 )   (16,534 ) Net client cash flows   (2,781 )   1,305     672     (804 ) Market appreciation (depreciation)   11,465     319     8,463     20,247   Realizations and distributions   —     —     (3 )   (3 ) Acquired assets / Net transfers5   50,897     97     60,660     111,654   Ending assets under management $ 167,973   $ 11,975   $ 118,615   $ 298,563   1 Includes institutional and retail share classes, money market and VIP funds. 2 Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products. 3 Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles. 4 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 5 Includes impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion.   Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management by Vehicle(unaudited; in millions)   For the Six Months EndedBy VehicleSeparateAccountsMutualand OtherFunds1ETFs2Vehicles3Total AUM4June 30, 2026 Beginning assets under management $ 172,203   $ 15,049   $ 126,523   $ 313,775   Gross client cash inflows   15,065     3,305     23,236     41,606   Gross client cash outflows   (21,547 )   (805 )   (15,797 )   (38,150 ) Net client cash flows   (6,482 )   2,500     7,439     3,456   Market appreciation (depreciation)   15,000     1,656     9,058     25,713   Realizations and distributions   —     —     (461 )   (461 ) Acquired assets / Net transfers   (25 )   (33 )   25     (33 ) Ending assets under management $ 180,696   $ 19,171   $ 142,583   $ 342,450    June 30, 2025 Beginning assets under management $ 113,645   $ 7,508   $ 50,777   $ 171,930   Gross client cash inflows   10,258     4,630     10,329     25,217   Gross client cash outflows   (16,044 )   (515 )   (10,710 )   (27,270 ) Net client cash flows   (5,786 )   4,115     (381 )   (2,053 ) Market appreciation (depreciation)   9,222     270     7,583     17,075   Realizations and distributions   —     —     (24 )   (24 ) Acquired assets / Net transfers5   50,892     82     60,660     111,634   Ending assets under management $ 167,973   $ 11,975   $ 118,615   $ 298,563   1 Includes institutional and retail share classes, money market and VIP funds. 2 Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products. 3 Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles. 4 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 5 Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion. Information Regarding Non-GAAP Financial Measures Victory Capital uses non-GAAP financial measures referred to as Adjusted EBITDA and Adjusted Net Income to measure the operating profitability of the Company. These measures eliminate the impact of one-time acquisition, restructuring and integration costs and demonstrate the ongoing operating earnings metrics of the Company. The Company has included these non-GAAP measures to provide investors with the same financial metrics used by management to assess the operating performance of the Company. Adjusted EBITDA Adjustments made to GAAP Net Income to calculate Adjusted EBITDA, as applicable, are: Adding back income tax expense; Adding back interest paid on debt and other financing costs, net of interest income; Adding back depreciation on property and equipment; Adding back other business taxes; Adding back amortization expense on acquisition-related intangible assets; Adding back share-based compensation expense associated with equity awards in connection with acquisitions and certain one-time performance-based shares; Adding back direct incremental costs of acquisitions, including restructuring costs; Adding back debt issuance cost expense; Adjusted Net Income Adjustments made to GAAP Net Income to calculate Adjusted Net Income, as applicable, are: Adding back other business taxes; Adding back amortization expense on acquisition-related intangible assets; Adding back share-based compensation expense associated with equity awards in connection with acquisitions and certain one-time performance-based shares; Adding back direct incremental costs of acquisitions, including restructuring costs; Adding back debt issuance cost expense; Subtracting an estimate of income tax expense applied to the sum of the adjustments above. Tax Benefit of Goodwill and Acquired Intangible Assets Due to Victory Capital’s acquisitive nature, tax deductions allowed on acquired intangible assets and goodwill provide it with additional significant supplemental economic benefit. The tax benefit of goodwill and intangible assets represent the tax benefits associated with deductions allowed for intangible assets and goodwill generated from prior acquisitions in which the Company received a step-up in basis for tax purposes. Acquired intangible assets and goodwill may be amortized for tax purposes, generally over a 15-year period. The tax benefit from amortization on these assets is included to show the full economic benefit of deductions for all acquired intangible assets with a step-up in tax basis. View source version on businesswire.com: https://www.businesswire.com/news/home/20260805721423/en/

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