Victory Capital Reports Strong Third-Quarter Results

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

Third-Quarter Highlights Total Client Assets of $313 billion Long-term gross flows of $17.0 billion Long-term net flows of ($244) million GAAP operating margin of 38.2% GAAP net income per diluted share of $1.11 Adjusted EBITDA margin of 52.7% Adjusted net income with tax benefit per diluted share of $1.63 Board authorizes regular quarterly cash dividend of $0.49 SAN ANTONIO, Texas--(BUSINESS WIRE)-- Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported record financial results for the quarter ended September 30, 2025. “We continue to make good progress with our integration work associated with Pioneer Investments, our newest Investment Franchise,” said David Brown, Chairman and Chief Executive Officer. “We are firmly on track to deliver $110 million in net expense synergies, while simultaneously investing in strategic growth areas of the business. These net expense synergies are anticipated to be achieved within the previously disclosed timeframe. “Our business and investment performance were both strong for the quarter. Gross long-term sales increased to $17 billion and our long-term net flows continued to improve for the fourth consecutive quarter. Long-term net outflows were just $244 million for the quarter. Our net flows continue to benefit from strong sales of our diversified suite of ETF products, which have added $5.4 billion of positive net flows through the first three quarters of the year. “Firmwide investment performance through the end of September remains excellent. The percentage of our AUM outperforming benchmarks over the respective 3-, 5-, and 10-year periods was 64%, 65%, and 77%. In addition, 64% of our rated AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar. “During the quarter, we repurchased 1.8 million shares of our common stock and, together with cash dividends, returned approximately $163 million of capital to shareholders. At quarter end, our net debt to leverage ratio improved to 1.1x further enhancing our financial wherewithal to execute inorganic growth opportunities. “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 Nine Months Ended September 30, June 30, September 30, September 30, September 30, 2025 2025 2024 2025 2024 Assets Under Management1 Ending $ 310,644 $ 298,563 $ 176,113 $ 310,644 $ 176,113 Average 303,584 284,977 171,876 254,117 167,631 AUM Long-term Flows2 Long-term Gross $ 16,962 $ 15,423 $ 5,876 $ 41,694 $ 18,640 Long-term Net (244 ) (660 ) (2,631 ) (2,109 ) (5,361 ) AUM Money Market/Short-term Flows Money Market / Short-term Gross $ 334 $ 308 $ 244 $ 819 $ 734 Money Market / Short-term Net (48 ) (144 ) (5 ) (236 ) (147 ) AUM Total Flows Total Gross $ 17,296 $ 15,731 $ 6,120 $ 42,513 $ 19,375 Total Net (292 ) (804 ) (2,636 ) (2,345 ) (5,508 ) Consolidated Financial Results (GAAP) Revenue $ 361.2 $ 351.2 $ 225.6 $ 932.0 $ 661.1 AUM revenue realization (in bps) 47.2 49.4 52.1 49.0 52.6 Operating expenses 223.1 257.0 105.3 606.8 345.3 Income from operations 138.1 94.2 120.4 325.2 315.8 Operating margin 38.2 % 26.8 % 53.3 % 34.9 % 47.8 % Net income 96.5 58.7 82.0 217.3 211.9 Earnings per diluted share $ 1.11 $ 0.68 $ 1.24 $ 2.73 $ 3.21 Cash flow from operations 165.2 (6.6 ) 99.8 239.7 248.2 Adjusted Performance Results (Non-GAAP)3 Adjusted EBITDA $ 190.5 $ 178.5 $ 121.3 $ 485.4 $ 350.1 Adjusted EBITDA margin 52.7 % 50.8 % 53.7 % 52.1 % 53.0 % Adjusted net income 130.9 122.5 78.9 331.3 228.0 Tax benefit of goodwill and acquired intangible assets 10.5 10.3 10.1 30.9 30.0 Adjusted net income with tax benefit 141.3 132.8 89.0 362.2 258.0 Adjusted net income with tax benefit per diluted share4 $ 1.63 $ 1.57 $ 1.35 $ 4.59 $ 3.91 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 19.8 million shares of Series A Non-Voting Convertible Preferred Stock. AUM, Flows and Investment Performance At September 30, 2025, Victory Capital had total client assets of $313.4 billion, assets under management of $310.6 billion, and other assets of $2.7 billion. Total AUM increased by $12.1 billion to $310.6 billion at September 30, 2025, compared with $298.6 billion at June 30, 2025. The increase was primarily due to positive market action of $14.5 billion, partially offset by net outflows of $0.3 billion. As of September 30, 2025, 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 September 30, 2025. Percentage of AUM Outperforming Benchmark Trailing Trailing Trailing Trailing 1-Year 3-Years 5-Years 10-Years 54% 64% 65% 77% Third Quarter 2025 Compared with Second 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. Revenue increased 2.8% to $361.2 million in the third quarter, compared with $351.2 million in the second quarter, primarily due to higher average AUM over the comparable period. GAAP operating margin expanded 1,140 basis points in the third quarter to 38.2%, up from 26.8% in the second quarter, due to a $11.9 million decrease in personnel, compensation, and benefits expense, a $25.4 million decrease in acquisition-related costs, and a $3.8 million decrease in restructuring and integration costs. Third quarter GAAP net income increased 64.4% to $96.5 million, up from $58.7 million in the prior quarter. Adjusted net income with tax benefit increased 6.5% to $141.3 million, or $1.63 per diluted share, in the third quarter, up from $132.8 million, or $1.57 per diluted share, in the second quarter. Adjusted EBITDA increased $11.9 million to $190.5 million in the third quarter compared to $178.5 million in the second quarter. Adjusted EBITDA margin expanded 190 basis points in the third quarter of 2025 to 52.7% compared with 50.8% in the prior quarter. Third Quarter 2025 Compared with Third Quarter 2024 Current 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 September 30, 2025 when compared to the three months ended September 30, 2024. Revenue for the three months ended September 30, 2025, increased 60.1% to $361.2 million, compared with $225.6 million in the same quarter of 2024 as a result of higher average AUM over the comparable period. Operating expenses were $223.0 million compared with $105.3 million in last year’s third quarter reflecting variable operating expenses that rose as a result of the higher average AUM and expanded business and higher restructuring and integration costs related to the acquisition of Amundi US. GAAP operating margin contracted 1,510 basis points to 38.2% in the third quarter, from 53.3% in the same quarter of 2024. GAAP net income increased 17.8% to $96.5 million in the third quarter compared with $82.0 million in the same quarter of 2024. Adjusted net income with tax benefit increased 58.7% to $141.3 million, or $1.63 per diluted share, in the third quarter, compared with $89.0 million, or $1.35 per diluted share in the same quarter last year. Adjusted EBITDA increased 57.1% to $190.5 million, compared with $121.3 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin contracted 100 basis points to 52.7% in the third quarter of 2025, compared with 53.7% in the same quarter last year. Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024 Current year results reflect the acquisition of Amundi US, which closed on April 1, 2025. The acquisition positively impacted our financial results for the nine months ended September 30, 2025 when compared to the nine months ended September 30, 2024. Revenue for the nine months ended September 30, 2025, increased 41.0% to $932.0 million, compared with $661.1 million in the same period of 2024 as a result of higher average AUM over the comparable period. GAAP operating margin contracted 1,290 basis points, in the nine months ended September 30, 2025 to 34.9%, down from 47.8% in the same period of 2024, due to higher variable operating expenses as a result of the higher average AUM, an increase in acquisition-related costs, and an increase in restructuring and integration costs related to the acquisition of Amundi US. Nine months ended September 30, 2025, GAAP net income increased 2.5% to $217.3 million, up from $211.9 million in the prior period. Adjusted net income with tax benefit increased 40.4% to $362.2 million, or $4.59 per diluted share, in the nine months ended September 30, 2025, compared with $258.0 million, or $3.91 per diluted share in the same period last year. Adjusted EBITDA increased 38.6% to $485.4 million, compared with $350.1 million in the same period of last year. Year-over-year, adjusted EBITDA margin contracted 90 basis points to 52.1% in the nine months ended September 30, 2025, compared with 53.0% in the same period last year. Balance Sheet / Capital Management On September 23, 2025, the Company entered into the Sixth Amendment to Credit Agreement extending the maturity date of its revolving credit facility from March 31, 2026 to September 23, 2030 and decreasing the drawn interest rate margin by 0.25% per annum. The Company also refinanced its existing term loans with replacement term loans in an aggregate principal amount of $985,000,000. The Repriced Term Loans will mature on September 23, 2032 and will bear interest at an annual rate equal to, at the option of the Company, either SOFR plus a margin of 2.00% or an alternate base rate plus a margin of 1.00%. The repriced term loans otherwise remain subject to substantially similar terms to those that were applicable to the previous credit agreement. The Company’s Board of Directors approved a regular quarterly cash dividend of $0.49 per share. The dividend is payable on December 23, 2025, to shareholders of record on December 10, 2025. Conference Call, Webcast and Slide Presentation The Company will host a conference call tomorrow morning, Friday, November 7, at 8:00 a.m. ET to discuss the results. Victory Capital’s earnings release and supplemental materials are available on the investor relations section of the Company’s website at https://ir.vcm.com. To participate in the conference call, please call 1-800-715-9871 (domestic) or 1-646-307-1963 (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. For anyone who is unable to join the live event, an archive of the webcast will be available for replay, at the same location, shortly after the call concludes. About Victory Capital Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $313 billion in total client assets, as of September 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 Nine Months Ended September 30, June 30, September 30, September 30, September 30, 2025 2025 2024 2025 2024 Revenue Investment management fees $ 288,509 $ 282,306 $ 177,809 $ 744,116 $ 520,757 Fund administration and distribution fees 72,686 68,906 47,819 187,893 140,349 Total revenue 361,195 351,212 225,628 932,009 661,106 Expenses Personnel compensation and benefits 96,983 108,918 43,243 262,037 158,357 Distribution and other asset-based expenses 66,160 62,039 36,828 163,676 109,565 General and administrative 23,463 23,381 14,029 61,172 42,426 Depreciation and amortization 22,032 21,794 7,510 51,258 22,662 Change in value of consideration payable for acquisition of business 3,841 1,092 (1,600 ) 8,339 2,400 Acquisition-related costs 379 25,780 5,075 34,909 9,150 Restructuring and integration costs 10,211 13,994 180 25,370 777 Total operating expenses 223,069 256,998 105,265 606,761 345,337 Income from operations 138,126 94,214 120,363 325,248 315,769 Operating margin 38.2 % 26.8 % 53.3 % 34.9 % 47.8 % Other income (expense) Interest income and other income (expense) 4,875 6,006 3,551 11,585 8,673 Interest expense and other financing costs (13,113 ) (13,234 ) (16,414 ) (39,558 ) (49,179 ) Loss on debt extinguishment (614 ) — — (614 ) (100 ) Total other expense, net (8,852 ) (7,228 ) (12,863 ) (28,587 ) (40,606 ) Income before income taxes 129,274 86,986 107,500 296,661 275,163 Income tax expense (32,733 ) (28,252 ) (25,517 ) (79,411 ) (63,238 ) Net income $ 96,541 $ 58,734 $ 81,983 $ 217,250 $ 211,925 Preferred stock dividends (9,696 ) (9,673 ) — (19,369 ) — Income attributable to Preferred stockholders (12,528 ) (2,985 ) — (15,913 ) — Net income attributable to common shareholders $ 74,317 $ 46,076 $ 81,983 $ 181,968 $ 211,925 Earnings per share of common stock Basic $ 1.12 $ 0.69 $ 1.26 $ 2.77 $ 3.28 Diluted 1.11 0.68 1.24 2.73 3.21 Weighted average number of shares outstanding Basic 66,206 67,239 64,875 65,728 64,667 Diluted 66,964 67,980 66,057 66,620 66,044 Dividends declared per share $ 0.49 $ 0.49 $ 0.41 $ 1.45 $ 1.115 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 Nine Months Ended September 30, June 30, September 30, September 30, September 30, 2025 2025 2024 2025 2024 Net income (GAAP) $ 96,541 $ 58,734 $ 81,983 $ 217,250 $ 211,925 Income tax expense (32,733 ) (28,252 ) (25,517 ) (79,411 ) (63,238 ) Income before income taxes $ 129,274 $ 86,986 $ 107,500 $ 296,661 $ 275,163 Interest expense 12,136 12,200 15,649 36,857 46,828 Depreciation 3,295 3,236 2,210 8,699 6,731 Other business taxes 637 693 366 2,252 1,149 Amortization of acquisition-related intangible assets 18,737 18,558 5,300 42,559 15,931 Stock-based compensation 2,022 2,107 972 5,182 3,239 Acquisition, restructuring and exit costs 21,400 53,990 (11,513 ) 88,711 (1,328 ) Debt issuance costs 2,950 755 775 4,454 2,404 Adjusted EBITDA $ 190,451 $ 178,525 $ 121,259 $ 485,375 $ 350,117 Adjusted EBITDA margin 52.7 % 50.8 % 53.7 % 52.1 % 53.0 % Net income (GAAP) $ 96,541 $ 58,734 $ 81,983 $ 217,250 $ 211,925 Adjustment to reflect the operating performance of the Company Other business taxes 637 693 366 2,252 1,149 Amortization of acquisition-related intangible assets 18,737 18,558 5,300 42,559 15,931 Stock-based compensation 2,022 2,107 972 5,182 3,239 Acquisition, restructuring and exit costs 21,400 53,990 (11,513 ) 88,711 (1,328 ) Debt issuance costs 2,950 755 775 4,454 2,404 Tax effect of above adjustments (11,437 ) (12,330 ) 1,025 (29,094 ) (5,349 ) Adjusted net income $ 130,850 $ 122,507 $ 78,908 $ 331,314 $ 227,971 Adjusted net income per diluted share $ 1.51 $ 1.45 $ 1.19 $ 4.20 $ 3.45 Tax benefit of goodwill and acquired intangible assets $ 10,487 $ 10,255 $ 10,141 $ 30,883 $ 30,030 Tax benefit of goodwill and acquired intangible assets per diluted share2 $ 0.12 $ 0.12 $ 0.15 $ 0.39 $ 0.45 Adjusted net income with tax benefit $ 141,337 $ 132,762 $ 89,049 $ 362,197 $ 258,001 Adjusted net income with tax benefit per diluted share2 $ 1.63 $ 1.57 $ 1.35 $ 4.59 $ 3.91 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 19.8 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) September 30, 2025 December 31, 2024 Assets Cash and cash equivalents $ 115,741 $ 126,731 Receivables 176,985 100,667 Prepaid expenses 12,749 8,634 Investments, at fair value 97,864 35,213 Property and equipment, net 25,823 11,874 Goodwill 1,235,940 981,805 Other intangible assets, net 2,496,267 1,260,614 Other assets 51,100 22,053 Total assets $ 4,212,469 $ 2,547,591 Liabilities and stockholders' equity Accounts payable and accrued expenses $ 79,471 $ 57,951 Accrued compensation and benefits 78,846 51,648 Consideration payable for acquisition of business 84,500 139,894 Deferred tax liability, net 477,872 157,120 Other liabilities 120,694 55,479 Long-term debt, net1 971,988 963,862 Total liabilities 1,813,371 1,425,954 Stockholders' equity Common stock, $0.01 par value per share: 2025 - 600,000,000 shares authorized, 87,746,500 shares issued and 65,082,104 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, 19,786,821 shares issued and outstanding; 2024 - 100,000,000 shares authorized, no shares issued and outstanding 198 — Additional paid-in capital 2,097,188 752,371 Treasury stock, at cost: 2025 - 22,664,396 shares; 2024 - 20,294,737 shares (734,638 ) (574,856 ) Accumulated other comprehensive income 9,326 18,683 Retained earnings 1,026,147 924,600 Total stockholders' equity 2,399,098 1,121,637 Total liabilities and stockholders' equity $ 4,212,469 $ 2,547,591 1 Balances at September 30, 2025 and December 31, 2024 are shown net of unamortized loan discount and debt issuance costs in the amount of $13.0 million and $8.3 million, respectively. The gross amount of debt outstanding was $985.0 million and $972.2 million at September 30, 2025 and December 31, 2024, respectively. Victory Capital Holdings, Inc. and Subsidiaries Total Client Assets (unaudited; in millions) For the Three Months Ended September 30, June 30, September 30, 2025 2025 2024 Beginning AUM $ 298,563 $ 167,468 $ 168,681 Beginning other assets1 3,050 3,967 5,094 Beginning total client assets 301,613 171,435 173,775 AUM net cash flows (292 ) (804 ) (2,636 ) Other assets net cash flows (502 ) (1,170 ) (446 ) Total client assets net cash flows (794 ) (1,973 ) (3,082 ) AUM market appreciation (depreciation) 14,515 20,247 10,076 Other assets market appreciation (depreciation) 177 253 333 Total client assets market appreciation (depreciation) 14,692 20,500 10,409 AUM realizations and distributions — (3 ) (2 ) Acquired & divested assets / Net transfers4 (2,141 ) 111,654 (7 ) Ending AUM 310,644 298,563 176,113 Ending other assets 2,726 3,050 4,981 Ending total client assets 313,370 301,613 181,094 Average total client assets2 306,457 288,568 176,806 For the Nine Months Ended September 30, September 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 (2,345 ) (5,508 ) Other assets net cash flows (1,948 ) (952 ) Total client assets net cash flows (4,293 ) (6,460 ) AUM market appreciation (depreciation) 31,589 20,337 Other assets market appreciation (depreciation) 509 644 Total client assets market appreciation (depreciation) 32,098 20,982 AUM realizations and distributions (24 ) (2 ) Acquired & divested assets / Net transfers4 109,493 (38 ) Ending AUM 310,644 176,113 Ending other assets 2,726 4,981 Ending total client assets 313,370 181,094 Average total client assets3 257,625 172,688 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 September 30, 2025, June 30, 2025 and September 30, 2024 total assets under management revenue realization was 46.8 basis points, 49.4 basis points and 50.8 basis points, respectively. 3For the nine-month periods ending September 30, 2025 and 2024 total assets under management revenue realization was 48.4 basis points and 51.1 basis points, respectively. 4Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter. Three months ended June 30, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion. Nine months ended September 30, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises. Victory Capital Holdings, Inc. and Subsidiaries Total Assets Under Management1 (unaudited; in millions except for percentages) For the Three Months Ended September 30, June 30, September 30, 2025 2025 2024 Beginning assets under management $ 298,563 $ 167,468 $ 168,681 Gross client cash inflows 17,296 15,731 6,120 Gross client cash outflows (17,588 ) (16,534 ) (8,756 ) Net client cash flows (292 ) (804 ) (2,636 ) Market appreciation (depreciation) 14,515 20,247 10,076 Realizations and distributions — (3 ) (2 ) Acquired & divested assets / Net transfers2 (2,141 ) 111,654 (7 ) Ending assets under management 310,644 298,563 176,113 Average assets under management 303,584 284,977 171,876 For the Nine Months Ended September 30, September 30, 2025 2024 Beginning assets under management $ 171,930 $ 161,322 Gross client cash inflows 42,513 19,375 Gross client cash outflows (44,858 ) (24,882 ) Net client cash flows (2,345 ) (5,508 ) Market appreciation (depreciation) 31,589 20,337 Realizations and distributions (24 ) (2 ) Acquired & divested assets / Net transfers2 109,493 (38 ) Ending assets under management 310,644 176,113 Average assets under management 254,117 167,631 1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2 Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter. Three months ended June 30, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion. Nine months ended September 30, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises. Victory Capital Holdings, Inc. and Subsidiaries Other Assets (Institutional)1 (unaudited; in millions) For the Three Months September 30, June 30, September 30, 2025 2025 2024 Beginning other assets (institutional) $ 3,050 $ 3,967 $ 5,094 Gross client cash inflows — — — Gross client cash outflows (502 ) (1,170 ) (446 ) Net client cash flows (502 ) (1,170 ) (446 ) Market appreciation (depreciation) 177 253 333 Realizations and distributions — — — Acquired & divested assets / Net transfers — — — Ending other assets (institutional) 2,726 3,050 4,981 Average other assets (institutional)2 2,873 3,591 4,930 For the Nine Months Ended September 30, September 30, 2025 2024 Beginning other assets (institutional) $ 4,165 $ 5,289 Gross client cash inflows — 467 Gross client cash outflows (1,948 ) (1,419 ) Net client cash flows (1,948 ) (952 ) Market appreciation (depreciation) 509 644 Realizations and distributions — — Acquired & divested assets / Net transfers — — Ending other assets (institutional) 2,726 4,981 Average other assets (institutional)3 3,508 5,057 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 September 30, 2025, June 30, 2025 and September 30, 2024 total other assets (institutional) revenue realization was 3.3 basis points, 3.1 basis points and 3.4 basis points, respectively. 3For the nine-month periods ending September 30, 2025 and 2024 total other assets (institutional) revenue realization was 3.3 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 September 30, 2025 Beginning assets under management $ 31,833 $ 13,140 $ 79,752 $ 61,654 $ 25,576 $ 79,988 $ 2,986 $ 294,930 $ 3,632 $ 298,563 Gross client cash inflows 819 307 5,816 1,960 2,923 4,921 216 16,962 334 17,296 Gross client cash outflows (2,229 ) (1,494 ) (5,491 ) (3,930 ) (930 ) (2,962 ) (169 ) (17,206 ) (382 ) (17,588 ) Net client cash flows (1,410 ) (1,187 ) 325 (1,970 ) 1,993 1,958 47 (244 ) (48 ) (292 ) Market appreciation (depreciation) 1,469 977 1,247 4,003 1,695 5,112 (25 ) 14,478 37 14,515 Realizations and distributions — — — — — — — — — — Acquired assets / Net transfers2 (14 ) (209 ) (939 ) (626 ) (304 ) (95 ) 7 (2,180 ) 38 (2,141 ) Ending assets under management $ 31,877 $ 12,722 $ 80,386 $ 63,061 $ 28,960 $ 86,963 $ 3,016 $ 306,985 $ 3,660 $ 310,644 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 transfers3 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 September 30, 2024 Beginning assets under management $ 31,015 $ 15,182 $ 24,398 $ 13,983 $ 18,459 $ 58,936 $ 3,390 $ 165,362 $ 3,320 $ 168,681 Gross client cash inflows 975 584 1,344 73 578 2,143 179 5,876 244 6,120 Gross client cash outflows (2,300 ) (1,278 ) (1,640 ) (486 ) (485 ) (1,877 ) (443 ) (8,508 ) (249 ) (8,756 ) Net client cash flows (1,325 ) (694 ) (296 ) (413 ) 94 265 (263 ) (2,631 ) (5 ) (2,636 ) Market appreciation (depreciation) 2,649 1,105 973 690 1,212 3,368 51 10,049 27 10,076 Realizations and distributions — — — — — — (2 ) (2 ) — (2 ) Acquired assets / Net transfers (5 ) (2 ) 6 (21 ) (13 ) (25 ) 3 (58 ) 51 (7 ) Ending assets under management $ 32,333 $ 15,591 $ 25,081 $ 14,239 $ 19,752 $ 62,544 $ 3,178 $ 172,720 $ 3,393 $ 176,113 1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter. 3Three months ended June 30, 2025 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 Nine 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 September 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 2,776 1,209 12,759 4,299 6,579 13,377 694 41,694 819 42,513 Gross client cash outflows (5,582 ) (3,081 ) (13,048 ) (7,762 ) (5,553 ) (8,023 ) (754 ) (43,803 ) (1,055 ) (44,858 ) Net client cash flows (2,806 ) (1,872 ) (289 ) (3,463 ) 1,026 5,355 (59 ) (2,108 ) (236 ) (2,345 ) Market appreciation (depreciation) 1,747 168 2,747 10,831 5,354 10,529 110 31,486 103 31,589 Realizations and distributions — — — — — — (24 ) (24 ) — (24 ) Acquired assets / Net transfers2 2,351 (358 ) 53,526 41,545 3,485 8,487 9 109,045 448 109,493 Ending assets under management $ 31,877 $ 12,722 $ 80,386 $ 63,061 $ 28,960 $ 86,963 $ 3,016 $ 306,985 $ 3,660 $ 310,644 September 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 3,353 1,650 3,925 209 2,227 6,343 935 18,640 734 19,375 Gross client cash outflows (5,804 ) (2,980 ) (4,514 ) (1,127 ) (1,871 ) (6,472 ) (1,234 ) (24,001 ) (881 ) (24,882 ) Net client cash flows (2,451 ) (1,330 ) (589 ) (918 ) 356 (129 ) (299 ) (5,361 ) (147 ) (5,508 ) Market appreciation (depreciation) 4,196 1,014 1,265 2,595 2,713 8,390 34 20,208 129 20,337 Realizations and distributions — — — — — — (2 ) (2 ) — (2 ) Acquired assets / Net transfers (16 ) (51 ) 50 (72 ) (89 ) (13 ) 14 (177 ) 139 (38 ) Ending assets under management $ 32,333 $ 15,591 $ 25,081 $ 14,239 $ 19,752 $ 62,544 $ 3,178 $ 172,720 $ 3,393 $ 176,113 1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2 Nine months ended September 30, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises. Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management by Region (unaudited; in millions) As of September 30, 2025 2024 (in millions) Amount % of total Amount % of total U.S. $ 258,484 83 % $ 170,258 97 % Non-U.S. 52,160 17 % 5,855 3 % Total AUM1&2 $ 310,644 100 % $ 176,113 100 % 1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2 Includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises. 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 September 30, 2025 Beginning assets under management $ 167,973 $ 11,975 $ 118,615 $ 298,563 Gross client cash inflows 7,088 1,573 8,635 17,296 Gross client cash outflows (9,081 ) (320 ) (8,187 ) (17,588 ) Net client cash flows (1,993 ) 1,252 449 (292 ) Market appreciation (depreciation) 8,218 560 5,737 14,515 Realizations and distributions — — — — Acquired assets / Net transfers5 (1,276 ) — (866 ) (2,141 ) Ending assets under management $ 172,923 $ 13,786 $ 123,935 $ 310,644 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 transfers6 50,897 97 60,660 111,654 Ending assets under management $ 167,973 $ 11,975 $ 118,615 $ 298,563 September 30, 2024 Beginning assets under management $ 112,584 $ 5,440 $ 50,657 $ 168,681 Gross client cash inflows 3,553 992 1,575 6,120 Gross client cash outflows (5,526 ) (158 ) (3,073 ) (8,756 ) Net client cash flows (1,973 ) 834 (1,498 ) (2,636 ) Market appreciation (depreciation) 6,443 426 3,208 10,076 Realizations and distributions — — (2 ) (2 ) Acquired assets / Net transfers (10 ) (7 ) 10 (7 ) Ending assets under management $ 117,044 $ 6,694 $ 52,375 $ 176,113 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. 5Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter. 6Three months ended June 30, 2025 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 Vehicle (unaudited; in millions) For the Nine Months Ended By Vehicle Separate Accounts Mutual and Other Funds1 ETFs2 Vehicles3 Total AUM4 September 30, 2025 Beginning assets under management $ 113,645 $ 7,508 $ 50,777 $ 171,930 Gross client cash inflows 17,346 6,202 18,965 42,513 Gross client cash outflows (25,125 ) (835 ) (18,897 ) (44,858 ) Net client cash flows (7,779 ) 5,367 68 (2,345 ) Market appreciation (depreciation) 17,440 829 13,320 31,589 Realizations and distributions — — (24 ) (24 ) Acquired assets / Net transfers5 49,617 82 59,794 109,493 Ending assets under management $ 172,923 $ 13,786 $ 123,935 $ 310,644 September 30, 2024 Beginning assets under management $ 108,802 $ 4,970 $ 47,551 $ 161,322 Gross client cash inflows 11,409 1,923 6,043 19,375 Gross client cash outflows (16,543 ) (785 ) (7,555 ) (24,882 ) Net client cash flows (5,134 ) 1,138 (1,512 ) (5,508 ) Market appreciation (depreciation) 13,624 550 6,164 20,337 Realizations and distributions — — (2 ) (2 ) Acquired assets / Net transfers (248 ) 36 174 (38 ) Ending assets under management $ 117,044 $ 6,694 $ 52,375 $ 176,113 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. 5 Includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises. 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/20251106127940/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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