Victory Capital Reports Strong Second-Quarter Results

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

Second-Quarter Highlights Total Client Assets of $301.6 billion Long-term gross flows of $15.4 billion Long-term net flows of ($660) million GAAP operating margin of 26.8% GAAP net income per diluted share of $0.68 Adjusted EBITDA margin of 50.8% Adjusted net income with tax benefit per diluted share of $1.57 Board authorizes increased share repurchase authorization to $500 million Board authorizes regular quarterly cash dividend of $0.49 SAN ANTONIO--(BUSINESS WIRE)-- Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported record financial results for the quarter ended June 30, 2025. “The second quarter marked a key milestone with the successful closing of our strategic partnership with Amundi and the acquisition of Pioneer Investments, our newest Investment Franchise” said David Brown, Chairman and Chief Executive Officer. “Integration activities are progressing as planned, and by the end of June, we had achieved approximately $70 million of the expected $110 million in net expense synergies. “Our business performance was also strong in the quarter. Gross sales increased to $15.4 billion and our long-term net flows continued to improve for the third consecutive quarter. Long-term net outflows were just 23 basis points of AUM or less than 1% on an annualized basis. Our expanded intermediary sales team continues to ramp up, and we are investing in our non-US sales efforts as well. “Firmwide investment performance remains strong. Through the end of June, the percentage of our AUM outperforming benchmarks over the respective 3-, 5-, and 10-year periods was 58%, 67%, and 73%. In addition, 64% of our AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar. “Our financial condition continues to strengthen, and the Board increased our current share repurchase authorization to $500 million. During the quarter, we repurchased 439,000 shares and, together with cash dividends, returned approximately $71 million of capital to shareholders. At quarter end, our net debt to leverage ratio improved to 1.2x marking our lowest level since becoming a public company. “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, 2025 2025 2024 2025 2024 Assets Under Management1 Ending $ 298,563 $ 167,468 $ 168,681 $ 298,563 $ 168,681 Average 284,977 173,789 167,484 229,383 165,508 AUM Long-term Flows2 Long-term Gross $ 15,423 $ 9,309 $ 5,813 $ 24,732 $ 12,764 Long-term Net (660 ) (1,205 ) (1,701 ) (1,865 ) (2,729 ) AUM Money Market/Short-term Flows Money Market / Short-term Gross $ 308 $ 177 $ 255 $ 485 $ 491 Money Market / Short-term Net (144 ) (44 ) (43 ) (188 ) (142 ) AUM Total Flows Total Gross $ 15,731 $ 9,486 $ 6,067 $ 25,217 $ 13,255 Total Net (804 ) (1,249 ) (1,744 ) (2,053 ) (2,871 ) Consolidated Financial Results (GAAP) Revenue $ 351.2 $ 219.6 $ 219.6 $ 570.8 $ 435.5 AUM revenue realization (in bps) 49.4 51.2 52.6 50.1 52.8 Operating expenses 257.0 126.7 109.0 383.7 240.1 Income from operations 94.2 92.9 110.6 187.1 195.4 Operating margin 26.8 % 42.3 % 50.4 % 32.8 % 44.9 % Net income 58.7 62.0 74.3 120.7 129.9 Earnings per diluted share $ 0.68 $ 0.96 $ 1.12 $ 1.59 $ 1.97 Cash flow from operations (6.6 ) 81.1 79.7 74.5 148.4 Adjusted Performance Results (Non-GAAP)3 Adjusted EBITDA $ 178.5 $ 116.4 $ 116.5 $ 294.9 $ 228.9 Adjusted EBITDA margin 50.8 % 53.0 % 53.0 % 51.7 % 52.6 % Adjusted net income 122.5 78.0 76.5 200.5 149.1 Tax benefit of goodwill and acquired intangible assets 10.3 10.1 10.1 20.4 19.9 Adjusted net income with tax benefit 132.8 88.1 86.6 220.9 169.0 Adjusted net income with tax benefit per diluted share4 $ 1.57 $ 1.36 $ 1.31 $ 2.96 $ 2.56 1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2Long-term AUM is defined as total AUM excluding Money Market and Short-term assets. 3The 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. 4The Company includes participating securities in its computation of adjusted earnings per diluted share, including 19.7 million shares of Series A Non-Voting Convertible Preferred Stock. AUM, Flows and Investment Performance At June 30, 2025, Victory Capital had total client assets of $301.6 billion, assets under management of $298.6 billion, and other assets of $3.0 billion. Total AUM increased by $131.1 billion to $298.6 billion at June 30, 2025, compared with $167.5 billion at March 31, 2025. The increase was primarily due to AUM acquired from Amundi US totaling $114.6 billion and positive market action of $20.2 billion offsets by net outflows of $0.8 billion. As of June 30, 2025, Victory Capital offered 196 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of June 30, 2025. Percentage of AUM Outperforming Benchmark Trailing Trailing Trailing Trailing 1-Year 3-Years 5-Years 10-Years 56% 58% 67% 73% Second Quarter 2025 Compared with First Quarter 2025 On April 1, 2025, the Company completed the acquisition of Amundi US and reintroduced the brand Pioneer Investments ("Pioneer" or "Pioneer Investments") for the acquired business and investment products. Sequential results reflect the acquisition. The acquisition positively impacted our financial results for the three months ended June 30, 2025 when compared to the three months ended March 31, 2025. Revenue increased 59.9% to $351.2 million in the second quarter, compared with $219.6 million in the first quarter, primarily due to higher average AUM over the comparable period. GAAP operating margin contracted 1,550 basis points in the second quarter to 26.8%, down from 42.3% in the first quarter, due to higher variable operating expenses as a result of the higher average AUM, a $17.0 million increase in acquisition-related costs and a $12.8 million increase in restructuring and integration costs related to the acquisition of Amundi US. Second quarter GAAP net income decreased 5.2% to $58.7 million, down from $62.0 million in the prior quarter. Adjusted net income with tax benefit increased 50.7% to $132.8 million, or $1.57 per diluted share, in the second quarter, up from $88.1 million, or $1.36 per diluted share, in the first quarter. Adjusted EBITDA increased $62.1 million to $178.5 million in the second quarter compared to $116.4 million in the first quarter. Adjusted EBITDA margin contracted 220 basis points in the second quarter of 2025 to 50.8% compared with 53.0% in the prior quarter. Second Quarter 2025 Compared with Second Quarter 2024 Year-over-year results reflect the acquisition of Amundi US, which closed on April 1, 2025. The acquisition positively impacted our financial results for the three months ended June 30, 2025 when compared to the three months ended June 30, 2024. Revenue for the three months ended June 30, 2025, increased 59.9% to $351.2 million, compared with $219.6 million in the same quarter of 2024 as a result of higher average AUM over the comparable period. Operating expenses were $257.0 million compared with $109.0 million in last year’s second quarter reflecting variable operating expenses that rose as a result of the higher average AUM and expanded business and higher acquisition-related costs and restructuring and integration costs related to the acquisition of Amundi US. GAAP operating margin contracted 2,360 basis points to 26.8% in the second quarter, from 50.4% in the same quarter of 2024. GAAP net income decreased 21% to $58.7 million in the second quarter compared with $74.3 million in the same quarter of 2024. Adjusted net income with tax benefit increased 53.3% to $132.8 million, or $1.57 per diluted share, in the second quarter, compared with $86.6 million, or $1.31 per diluted share in the same quarter last year. Adjusted EBITDA increased 53.2% to $178.5 million, compared with $116.5 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin contracted 220 basis points to 50.8% in the second quarter of 2025, compared with 53.0% in the same quarter last year. Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024 Year-over-year results reflect the acquisition of Amundi US, which closed on April 1, 2025. The acquisition positively impacted our financial results for the six months ended June 30, 2025 when compared to the six months ended June 30, 2024. Revenue for the six months ended June 30, 2025, increased 31.1% to $570.8 million, compared with $435.5 million in the same period of 2024 as a result of higher average AUM over the comparable period. GAAP operating margin contracted 1210 basis points, in the six months ended June 30, 2025 to 32.8%, down from 44.9% in the same period of 2024, due to higher variable operating expenses as a result of the higher average AUM, a $30.5 million increase in acquisition-related costs and a $14.6 million increase in restructuring and integration costs related to the acquisition of Amundi US. Six months ended June 30, 2025 GAAP net income decreased 7.1% to $120.7 million, down from $129.9 million in the prior period. Adjusted net income with tax benefit increased 30.7% to $220.9 million, or $2.96 per diluted share, in the six months ended June 30, 2025, compared with $169.0 million, or $2.56 per diluted share in the same period last year. Adjusted EBITDA increased 28.9% to $294.9 million, compared with $228.9 million in the same period of last year. Year-over-year, adjusted EBITDA margin contracted 90 basis points to 51.7% in the first half of 2025, compared with 52.6% in the same first half of last year. Balance Sheet / Capital Management The total debt outstanding as of June 30, 2025 was approximately $972 million and consisted of an existing term loan balance of $625 million and the 2021 Incremental Term Loans balance of $347 million. The Company’s Board of Directors approved a regular quarterly cash dividend of $0.49 per share. The dividend is payable on September 25, 2025, to shareholders of record on September 10, 2025. The Company’s Board of Directors authorized an increase in the 2025 Share Repurchase Program from $200.0 million to up to $500.0 million and extended the authorization of the 2025 Share Repurchase Program from December 31, 2026 through December 31, 2027. Conference Call, Webcast and Slide Presentation The Company will host a conference call tomorrow morning, August 8, 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 (800) 715-9871 (domestic) or (646) 307-1963 (international), shortly before 8:00 a.m. ET and reference the Victory Capital Conference Call. 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 $302 billion in total client assets, as of June 30, 2025. 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 conflicts in Ukraine and Israel, 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, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, 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, 2025 2025 2024 2025 2024 Revenue Investment management fees $ 282,306 $ 173,301 $ 173,163 $ 455,607 $ 342,948 Fund administration and distribution fees 68,906 46,301 46,458 115,207 92,530 Total revenue 351,212 219,602 219,621 570,814 435,478 Expenses Personnel compensation and benefits 108,918 56,136 55,660 165,054 115,114 Distribution and other asset-based expenses 62,039 35,477 36,474 97,516 72,737 General and administrative 23,381 14,328 14,385 37,709 28,397 Depreciation and amortization 21,794 7,432 7,551 29,226 15,152 Change in value of consideration payable for acquisition of business 1,092 3,406 (8,200 ) 4,498 4,000 Acquisition-related costs 25,780 8,750 3,049 34,530 4,075 Restructuring and integration costs 13,994 1,165 105 15,159 597 Total operating expenses 256,998 126,694 109,024 383,692 240,072 Income from operations 94,214 92,908 110,597 187,122 195,406 Operating margin 26.8 % 42.3 % 50.4 % 32.8 % 44.9 % Other income (expense) Interest income and other income (expense) 6,006 704 1,557 6,710 5,122 Interest expense and other financing costs (13,234 ) (13,211 ) (16,279 ) (26,445 ) (32,765 ) Loss on debt extinguishment — — (100 ) — (100 ) Total other expense, net (7,228 ) (12,507 ) (14,822 ) (19,735 ) (27,743 ) Income before income taxes 86,986 80,401 95,775 167,387 167,663 Income tax expense (28,252 ) (18,426 ) (21,524 ) (46,678 ) (37,721 ) Net income $ 58,734 $ 61,975 $ 74,251 $ 120,709 $ 129,942 Preferred stock dividends (9,673 ) — — (9,673 ) — Income attributable to Preferred stockholders (2,985 ) — — (5,334 ) — Net income attributable to common shareholders $ 46,076 $ 61,975 $ 74,251 $ 105,702 $ 129,942 Earnings per share of common stock Basic $ 0.69 $ 0.97 $ 1.15 $ 1.61 $ 2.01 Diluted 0.68 0.96 1.12 1.59 1.97 Weighted average number of shares outstanding Basic 67,239 63,711 64,734 65,484 64,561 Diluted 67,980 64,714 66,075 66,358 66,025 Dividends declared per share $ 0.49 $ 0.47 $ 0.37 $ 0.96 $ 0.705 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, 2025 2025 2024 2025 2024 Net income (GAAP) $ 58,734 $ 61,975 $ 74,251 $ 120,709 $ 129,942 Income tax expense (28,252 ) (18,426 ) (21,524 ) (46,678 ) (37,721 ) Income before income taxes $ 86,986 $ 80,401 $ 95,775 $ 167,387 $ 167,663 Interest expense 12,200 12,521 15,468 24,721 31,179 Depreciation 3,236 2,168 2,252 5,404 4,521 Other business taxes 693 922 414 1,615 783 Amortization of acquisition-related intangible assets 18,558 5,264 5,299 23,822 10,631 Stock-based compensation 2,107 1,053 940 3,160 2,267 Acquisition, restructuring and exit costs 53,990 13,321 (4,520 ) 67,311 10,185 Debt issuance costs 755 749 874 1,504 1,629 Adjusted EBITDA $ 178,525 $ 116,399 $ 116,502 $ 294,924 $ 228,858 Adjusted EBITDA margin 50.8 % 53.0 % 53.0 % 51.7 % 52.6 % Net income (GAAP) $ 58,734 $ 61,975 $ 74,251 $ 120,709 $ 129,942 Adjustment to reflect the operating performance of the Company Other business taxes 693 922 414 1,615 783 Amortization of acquisition-related intangible assets 18,558 5,264 5,299 23,822 10,631 Stock-based compensation 2,107 1,053 940 3,160 2,267 Acquisition, restructuring and exit costs 53,990 13,321 (4,520 ) 67,311 10,185 Debt issuance costs 755 749 874 1,504 1,629 Tax effect of above adjustments (12,330 ) (5,327 ) (753 ) (17,657 ) (6,374 ) Adjusted net income $ 122,507 $ 77,957 $ 76,505 $ 200,464 $ 149,063 Adjusted net income per diluted share $ 1.45 $ 1.20 $ 1.16 $ 2.68 $ 2.26 Tax benefit of goodwill and acquired intangible assets $ 10,255 $ 10,141 $ 10,141 $ 20,396 $ 19,889 Tax benefit of goodwill and acquired intangible assets per diluted share2 $ 0.12 $ 0.16 $ 0.15 $ 0.28 $ 0.30 Adjusted net income with tax benefit $ 132,762 $ 88,098 $ 86,646 $ 220,860 $ 168,952 Adjusted net income with tax benefit per diluted share2 $ 1.57 $ 1.36 $ 1.31 $ 2.96 $ 2.56 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. 2The Company includes participating securities in its computation of adjusted earnings per diluted share, including 19.7 million shares of Series A Non-Voting Convertible Preferred Stock. Victory Capital Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidated Balance Sheets (In thousands, except for shares) June 30, 2025 December 31, 2024 Assets Cash and cash equivalents $ 107,870 $ 126,731 Receivables 205,240 100,667 Prepaid expenses 12,242 8,634 Investments, at fair value 95,788 35,213 Property and equipment, net 28,038 11,874 Goodwill 1,232,800 981,805 Other intangible assets, net 2,515,005 1,260,614 Other assets 52,464 22,053 Total assets $ 4,249,447 $ 2,547,591 Liabilities and stockholders' equity Accounts payable and accrued expenses $ 83,907 $ 57,951 Accrued compensation and benefits 72,980 51,648 Consideration payable for acquisition of business 80,659 139,894 Deferred tax liability, net 466,247 157,120 Other liabilities 114,855 55,479 Long-term debt, net1 965,674 963,862 Total liabilities 1,784,322 1,425,954 Stockholders' equity Common stock, $0.01 par value per share:2025 - 600,000,000 shares authorized, 87,749,009 shares issued and 66,925,722 shares outstanding; 2024 - 600,000,000 shares authorized, 83,947,949 shares issued and 63,653,212 shares outstanding 877 839 Preferred stock, $0.01 par value per share:2025 - 100,000,000 shares authorized, 19,742,300 shares issued and outstanding; 2024 - 100,000,000 shares authorized, no shares issued and outstanding 197 — Additional paid-in capital 2,086,837 752,371 Treasury stock, at cost: 2025 - 20,823,287 shares; 2024 - 20,294,737 shares (607,244 ) (574,856 ) Accumulated other comprehensive income 12,779 18,683 Retained earnings 971,679 924,600 Total stockholders' equity 2,465,125 1,121,637 Total liabilities and stockholders' equity $ 4,249,447 $ 2,547,591 1 Balances at June 30, 2025 and December 31, 2024 are shown net of unamortized loan discount and debt issuance costs in the amount of $6.5 million and $8.3 million, respectively. The gross amount of debt outstanding was $972.2 million at both June 30, 2025 and December 31, 2024. Victory Capital Holdings, Inc. and Subsidiaries Total Client Assets (unaudited; in millions) For the Three Months Ended June 30, March 31, June 30, 2025 2025 2024 Beginning AUM $ 167,468 $ 171,930 $ 170,342 Beginning other assets1 3,967 4,165 5,117 Beginning total client assets 171,435 176,096 175,459 AUM net cash flows (804 ) (1,249 ) (1,744 ) Other assets net cash flows (1,170 ) (277 ) 18 Total client assets net cash flows (1,973 ) (1,526 ) (1,727 ) AUM market appreciation (depreciation) 20,247 (3,172 ) 83 Other assets market appreciation (depreciation) 253 78 (40 ) Total client assets market appreciation (depreciation) 20,500 (3,094 ) 43 AUM realizations and distributions (3 ) (21 ) — Acquired & divested assets / Net transfers4 111,654 (20 ) (1 ) Ending AUM 298,563 167,468 168,681 Ending other assets 3,050 3,967 5,094 Ending total client assets 301,613 171,435 173,775 Average total client assets2 288,568 177,849 172,392 For the Six Months Ended June 30, June 30, 2025 2024 Beginning AUM $ 171,930 $ 161,322 Beginning other assets1 4,165 5,289 Beginning total client assets 176,096 166,611 AUM net cash flows (2,053 ) (2,871 ) Other assets net cash flows (1,446 ) (506 ) Total client assets net cash flows (3,499 ) (3,377 ) AUM market appreciation (depreciation) 17,075 10,261 Other assets market appreciation (depreciation) 331 311 Total client assets market appreciation (depreciation) 17,406 10,572 AUM realizations and distributions (24 ) — Acquired & divested assets / Net transfers4 111,634 (31 ) Ending AUM 298,563 168,681 Ending other assets 3,050 5,094 Ending total client assets 301,613 173,775 Average total client assets3 233,209 170,629 1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the by 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, 2025, March 31, 2025 and June 30, 2024 total assets under management revenue realization was 49.4 basis points, 51.2 basis points and 52.6 basis points, respectively. 3For the six-month periods ending June 30, 2025 and 2024 total assets under management revenue realization was 50.1 basis points and 52.8 basis points, respectively. 4Includes the impact of Pioneer Investments as of April 1, 2025, increasing our AUM by $114.6 billion. Victory Capital Holdings, Inc. and Subsidiaries Total Assets Under Management1 (unaudited; in millions except for percentages) For the Three Months Ended June 30, March 31, June 30, 2025 2025 2024 Beginning assets under management $ 167,468 $ 171,930 $ 170,342 Gross client cash inflows 15,731 9,486 6,067 Gross client cash outflows (16,534 ) (10,736 ) (7,812 ) Net client cash flows (804 ) (1,249 ) (1,744 ) Market appreciation (depreciation) 20,247 (3,172 ) 83 Realizations and distributions (3 ) (21 ) — Acquired & divested assets / Net transfers2 111,654 (20 ) (1 ) Ending assets under management 298,563 167,468 168,681 Average assets under management 284,977 173,789 167,484 For the Six Months Ended June 30, June 30, 2025 2024 Beginning assets under management $ 171,930 $ 161,322 Gross client cash inflows 25,217 13,255 Gross client cash outflows (27,270 ) (16,126 ) Net client cash flows (2,053 ) (2,871 ) Market appreciation (depreciation) 17,075 10,261 Realizations and distributions (24 ) — Acquired & divested assets / Net transfers2 111,634 (31 ) Ending assets under management 298,563 168,681 Average assets under management 229,383 165,508 1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2Includes 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, 2025 2025 2024 Beginning other assets (institutional) $ 3,967 $ 4,165 $ 5,117 Gross client cash inflows — — 467 Gross client cash outflows (1,170 ) (277 ) (449 ) Net client cash flows (1,170 ) (277 ) 18 Market appreciation (depreciation) 253 78 (40 ) Realizations and distributions — — — Acquired & divested assets / Net transfers — — — Ending other assets (institutional) 3,050 3,967 5,094 Average other assets (institutional)2 3,591 4,060 4,909 For the Six Months Ended June 30, June 30, 2025 2024 Beginning other assets (institutional) $ 4,165 $ 5,289 Gross client cash inflows — 467 Gross client cash outflows (1,446 ) (973 ) Net client cash flows (1,446 ) (506 ) Market appreciation (depreciation) 331 311 Realizations and distributions — — Acquired & divested assets / Net transfers — — Ending other assets (institutional) 3,050 5,094 Average other assets (institutional)3 3,826 5,120 1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the by 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, 2025, March 31, 2025 and June 30, 2024 total other assets (institutional) revenue realization was 3.1 basis points, 3.4 basis points and 3.4 basis points, respectively. 3For the six-month periods ending June 30, 2025 and 2024 total other assets (institutional) revenue realization was 3.2 basis points and 3.5 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 AUM1 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 March 31, 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 1,098 445 928 82 2,137 4,363 256 9,309 177 9,486 Gross client cash outflows (1,733 ) (847 ) (1,545 ) (469 ) (3,251 ) (2,318 ) (351 ) (10,514 ) (222 ) (10,736 ) Net client cash flows (635 ) (402 ) (617 ) (386 ) (1,114 ) 2,045 (96 ) (1,205 ) (44 ) (1,249 ) Market appreciation (depreciation) (979 ) (1,194 ) 328 (630 ) 396 (1,202 ) 79 (3,202 ) 30 (3,172 ) Realizations and distributions — — — — — — (21 ) (21 ) — (21 ) Acquired assets / Net transfers (6 ) (7 ) 44 (27 ) (44 ) (57 ) 2 (94 ) 75 (20 ) Ending assets under management $ 28,964 $ 13,182 $ 24,157 $ 13,104 $ 18,334 $ 63,378 $ 2,945 $ 164,064 $ 3,404 $ 167,468 June 30, 2024 Beginning assets under management $ 32,918 $ 16,297 $ 24,481 $ 13,895 $ 18,200 $ 57,833 $ 3,465 $ 167,089 $ 3,253 $ 170,342 Gross client cash inflows 1,007 559 1,283 67 558 2,035 303 5,813 255 6,067 Gross client cash outflows (1,659 ) (778 ) (1,508 ) (309 ) (635 ) (2,184 ) (442 ) (7,514 ) (298 ) (7,812 ) Net client cash flows (652 ) (218 ) (225 ) (241 ) (77 ) (150 ) (139 ) (1,701 ) (43 ) (1,744 ) Market appreciation (depreciation) (1,247 ) (893 ) 116 350 367 1,273 58 24 60 83 Realizations and distributions — — — — — — — — — — Acquired assets / Net transfers (4 ) (4 ) 26 (21 ) (32 ) (21 ) 6 (50 ) 50 (1 ) Ending assets under management $ 31,015 $ 15,182 $ 24,398 $ 13,983 $ 18,459 $ 58,936 $ 3,390 $ 165,362 $ 3,320 $ 168,681 1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2Includes 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 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 AUM1 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 June 30, 2024 Beginning assets under management $ 30,604 $ 15,959 $ 24,355 $ 12,635 $ 16,772 $ 54,296 $ 3,431 $ 158,051 $ 3,271 $ 161,322 Gross client cash inflows 2,378 1,066 2,581 136 1,648 4,200 755 12,764 491 13,255 Gross client cash outflows (3,504 ) (1,703 ) (2,874 ) (641 ) (1,386 ) (4,595 ) (791 ) (15,493 ) (632 ) (16,126 ) Net client cash flows (1,126 ) (637 ) (294 ) (505 ) 262 (394 ) (36 ) (2,729 ) (142 ) (2,871 ) Market appreciation (depreciation) 1,548 (92 ) 292 1,905 1,501 5,022 (17 ) 10,159 102 10,261 Realizations and distributions — — — — — — — — — — Acquired assets / Net transfers (11 ) (49 ) 44 (51 ) (76 ) 12 11 (119 ) 88 (31 ) Ending assets under management $ 31,015 $ 15,182 $ 24,398 $ 13,983 $ 18,459 $ 58,936 $ 3,390 $ 165,362 $ 3,320 $ 168,681 1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2Includes 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, 2025 2024 (in millions) Amount % of total Amount % of total U.S. $ 250,035 84 % $ 163,146 97 % Non-U.S. 48,528 16 % 5,535 3 % Total AUM1&2 $ 298,563 100 % $ 168,681 100 % 1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2Includes 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 Vehicle (unaudited; in millions) For the Three Months Ended By Vehicle Separate Accounts Mutual and Other Funds1 ETFs2 Vehicles3 Total AUM4 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 March 31, 2025 Beginning assets under management $ 113,645 $ 7,508 $ 50,777 $ 171,930 Gross client cash inflows 3,323 3,061 3,102 9,486 Gross client cash outflows (6,328 ) (251 ) (4,156 ) (10,736 ) Net client cash flows (3,006 ) 2,810 (1,053 ) (1,249 ) Market appreciation (depreciation) (2,243 ) (50 ) (880 ) (3,172 ) Realizations and distributions — — (21 ) (21 ) Acquired assets / Net transfers (5 ) (15 ) — (20 ) Ending assets under management $ 108,392 $ 10,253 $ 48,823 $ 167,468 June 30, 2024 Beginning assets under management $ 113,897 $ 5,229 $ 51,217 $ 170,342 Gross client cash inflows 3,553 480 2,034 6,067 Gross client cash outflows (5,061 ) (178 ) (2,573 ) (7,812 ) Net client cash flows (1,508 ) 302 (539 ) (1,744 ) Market appreciation (depreciation) 385 (91 ) (211 ) 83 Realizations and distributions — — — — Acquired assets / Net transfers (190 ) — 190 (1 ) Ending assets under management $ 112,584 $ 5,440 $ 50,657 $ 168,681 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. 4Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 5Includes 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 Vehicle (unaudited; in millions) For the Six Months Ended By Vehicle Separate Accounts Mutual and Other Funds1 ETFs2 Vehicles3 Total AUM4 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 June 30, 2024 Beginning assets under management $ 108,802 $ 4,970 $ 47,551 $ 161,322 Gross client cash inflows 7,856 930 4,468 13,255 Gross client cash outflows (11,017 ) (627 ) (4,482 ) (16,126 ) Net client cash flows (3,161 ) 304 (14 ) (2,871 ) Market appreciation (depreciation) 7,181 124 2,956 10,261 Realizations and distributions — — — — Acquired assets / Net transfers (238 ) 43 164 (31 ) Ending assets under management $ 112,584 $ 5,440 $ 50,657 $ 168,681 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. 4Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 5Includes 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 stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of equity grants related to the IPO; Adding back direct incremental costs of acquisitions, including restructuring costs; Adding back debt issuance cost expense; Adjusting for earnings/losses on equity method investments. 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 stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of any equity grants related to the IPO; 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/20250807560952/en/ Investors: Matthew Dennis, CFA Chief of Staff Director, Investor Relations 216-898-2412 [email protected] Media: Jessica Davila Director, Global Communications 210-694-9693 [email protected] Source: Victory Capital Holdings, Inc.

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