Victory Capital Reports Strong Third-Quarter Results

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.

Victory Capital reported record quarterly revenue, record Adjusted EBITDA, record Adjusted EPS, and returned a record amount of capital to shareholders in the third quarter of 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)

2025

2024

2025

2024

310,644

298,563

176,113

310,644

176,113

303,584

284,977

171,876

254,117

167,631

16,962

15,423

5,876

41,694

18,640

(244

)

(660

)

(2,631

)

(2,109

)

(5,361

)

334

308

244

819

734

(48

)

(144

)

(236

)

(147

)

17,296

15,731

6,120

42,513

19,375

(292

)

(804

)

(2,636

)

(2,345

)

(5,508

)

361.2

351.2

225.6

932.0

661.1

47.2

49.4

52.1

49.0

52.6

223.1

257.0

105.3

606.8

345.3

138.1

94.2

120.4

325.2

315.8

38.2

26.8

53.3

34.9

47.8

96.5

58.7

82.0

217.3

211.9

1.11

0.68

1.24

2.73

3.21

165.2

(6.6

)

99.8

239.7

248.2

190.5

178.5

121.3

485.4

350.1

52.7

50.8

53.7

52.1

53.0

130.9

122.5

78.9

331.3

228.0

10.5

10.3

10.1

30.9

30.0

141.3

132.8

89.0

362.2

258.0

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.

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)

2025

2024

2025

2024

288,509

282,306

177,809

744,116

520,757

72,686

68,906

47,819

187,893

140,349

361,195

351,212

225,628

932,009

661,106

96,983

108,918

43,243

262,037

158,357

66,160

62,039

36,828

163,676

109,565

23,463

23,381

14,029

61,172

42,426

22,032

21,794

7,510

51,258

22,662

3,841

1,092

(1,600

)

8,339

2,400

379

25,780

5,075

34,909

9,150

10,211

13,994

180

25,370

777

223,069

256,998

105,265

606,761

345,337

138,126

94,214

120,363

325,248

315,769

38.2

26.8

53.3

34.9

47.8

4,875

6,006

3,551

11,585

8,673

(13,113

)

(13,234

)

(16,414

)

(39,558

)

(49,179

)

(614

)

—

(614

)

(100

)

(8,852

)

(7,228

)

(12,863

)

(28,587

)

(40,606

)

129,274

86,986

107,500

296,661

275,163

(32,733

)

(28,252

)

(25,517

)

(79,411

)

(63,238

)

96,541

58,734

81,983

217,250

211,925

(9,696

)

(9,673

)

—

(19,369

)

—

(12,528

)

(2,985

)

—

(15,913

)

—

74,317

46,076

81,983

181,968

211,925

1.12

0.69

1.26

2.77

3.28

1.11

0.68

1.24

2.73

3.21

66,206

67,239

64,875

65,728

64,667

66,964

67,980

66,057

66,620

66,044

0.49

0.41

1.45

1.115

Victory Capital Holdings, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures 1

(unaudited; in thousands except per share data and percentages)

2025

2024

2025

2024

96,541

58,734

81,983

217,250

211,925

(32,733

)

(28,252

)

(25,517

)

(79,411

)

(63,238

)

129,274

86,986

107,500

296,661

275,163

12,136

12,200

15,649

36,857

46,828

3,295

3,236

2,210

8,699

6,731

637

693

366

2,252

1,149

18,737

18,558

5,300

42,559

15,931

2,022

2,107

972

5,182

3,239

21,400

53,990

(11,513

)

88,711

(1,328

)

2,950

755

775

4,454

2,404

190,451

178,525

121,259

485,375

350,117

52.7

50.8

53.7

52.1

53.0

96,541

58,734

81,983

217,250

211,925

637

693

366

2,252

1,149

18,737

18,558

5,300

42,559

15,931

2,022

2,107

972

5,182

3,239

21,400

53,990

(11,513

)

88,711

(1,328

)

2,950

755

775

4,454

2,404

(11,437

)

(12,330

)

1,025

(29,094

)

(5,349

)

130,850

122,507

78,908

331,314

227,971

1.51

1.45

1.19

4.20

3.45

10,487

10,255

10,141

30,883

30,030

0.12

0.15

0.39

0.45

141,337

132,762

89,049

362,197

258,001

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)

115,741

126,731

176,985

100,667

12,749

8,634

97,864

35,213

25,823

11,874

1,235,940

981,805

2,496,267

1,260,614

51,100

22,053

4,212,469

2,547,591

79,471

57,951

78,846

51,648

84,500

139,894

477,872

157,120

120,694

55,479

971,988

963,862

1,813,371

1,425,954

877

839

198

—

2,097,188

752,371

(734,638

)

(574,856

)

9,326

18,683

1,026,147

924,600

2,399,098

1,121,637

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)

2025

2024

298,563

167,468

168,681

3,050

3,967

5,094

301,613

171,435

173,775

(292

)

(804

)

(2,636

)

(502

)

(1,170

)

(446

)

(794

)

(1,973

)

(3,082

)

14,515

20,247

10,076

177

253

333

14,692

20,500

10,409

—

)

(2,141

)

111,654

)

310,644

298,563

176,113

2,726

3,050

4,981

313,370

301,613

181,094

306,457

288,568

176,806

2025

2024

171,930

161,322

4,165

5,289

176,096

166,611

(2,345

)

(5,508

)

(1,948

)

(952

)

(4,293

)

(6,460

)

31,589

20,337

509

644

32,098

20,982

(24

)

109,493

(38

)

310,644

176,113

2,726

4,981

313,370

181,094

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 Management 1

(unaudited; in millions except for percentages)

2025

2024

298,563

167,468

168,681

17,296

15,731

6,120

(17,588

)

(16,534

)

(8,756

)

(292

)

(804

)

(2,636

)

14,515

20,247

10,076

—

)

(2,141

)

111,654

)

310,644

298,563

176,113

303,584

284,977

171,876

2025

2024

171,930

161,322

42,513

19,375

(44,858

)

(24,882

)

(2,345

)

(5,508

)

31,589

20,337

(24

)

109,493

(38

)

310,644

176,113

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)

2025

2024

3,050

3,967

5,094

—

(502

)

(1,170

)

(446

)

(502

)

(1,170

)

(446

)

177

253

333

—

2,726

3,050

4,981

2,873

3,591

4,930

2025

2024

4,165

5,289

—

467

(1,948

)

(1,419

)

(1,948

)

(952

)

509

644

—

2,726

4,981

3,508

5,057

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)

31,833

13,140

79,752

61,654

25,576

79,988

2,986

294,930

3,632

298,563

819

307

5,816

1,960

2,923

4,921

216

16,962

334

17,296

(2,229

)

(1,494

)

(5,491

)

(3,930

)

(930

)

(2,962

)

(169

)

(17,206

)

(382

)

(17,588

)

(1,410

)

(1,187

)

325

(1,970

)

1,993

1,958

(244

)

(48

)

(292

)

1,469

977

1,247

4,003

1,695

5,112

(25

)

14,478

14,515

—

(14

)

(209

)

(939

)

(626

)

(304

)

(95

)

(2,180

)

(2,141

)

31,877

12,722

80,386

63,061

28,960

86,963

3,016

306,985

3,660

310,644

28,964

13,182

24,157

13,104

18,334

63,378

2,945

164,064

3,404

167,468

850

457

6,014

2,266

1,520

4,093

222

15,423

308

15,731

(1,597

)

(740

)

(6,012

)

(3,385

)

(1,373

)

(2,742

)

(233

)

(16,083

)

(451

)

(16,534

)

(748

)

(284

)

(1,118

)

147

1,351

(11

)

(660

)

(144

)

(804

)

1,233

385

1,172

7,482

3,263

6,620

20,210

20,247

—

)

—

)

2,194

(143

)

54,420

42,376

3,833

8,639

—

111,318

335

111,654

31,643

13,140

79,752

61,844

25,576

79,988

2,986

294,930

3,633

298,563

31,015

15,182

24,398

13,983

18,459

58,936

3,390

165,362

3,320

168,681

975

584

1,344

578

2,143

179

5,876

244

6,120

(2,300

)

(1,278

)

(1,640

)

(486

)

(485

)

(1,877

)

(443

)

(8,508

)

(249

)

(8,756

)

(1,325

)

(694

)

(296

)

(413

)

265

(263

)

(2,631

)

(2,636

)

2,649

1,105

973

690

1,212

3,368

10,049

10,076

—

)

—

)

(21

)

(13

)

(25

)

(58

)

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)

30,584

14,785

24,402

14,148

19,095

62,593

2,980

168,586

3,344

171,930

2,776

1,209

12,759

4,299

6,579

13,377

694

41,694

819

42,513

(5,582

)

(3,081

)

(13,048

)

(7,762

)

(5,553

)

(8,023

)

(754

)

(43,803

)

(1,055

)

(44,858

)

(2,806

)

(1,872

)

(289

)

(3,463

)

1,026

5,355

(59

)

(2,108

)

(236

)

(2,345

)

1,747

168

2,747

10,831

5,354

10,529

110

31,486

103

31,589

—

(24

)

(24

)

—

(24

)

2,351

(358

)

53,526

41,545

3,485

8,487

109,045

448

109,493

31,877

12,722

80,386

63,061

28,960

86,963

3,016

306,985

3,660

310,644

30,604

15,959

24,355

12,635

16,772

54,296

3,431

158,051

3,271

161,322

3,353

1,650

3,925

209

2,227

6,343

935

18,640

734

19,375

(5,804

)

(2,980

)

(4,514

)

(1,127

)

(1,871

)

(6,472

)

(1,234

)

(24,001

)

(881

)

(24,882

)

(2,451

)

(1,330

)

(589

)

(918

)

356

(129

)

(299

)

(5,361

)

(147

)

(5,508

)

4,196

1,014

1,265

2,595

2,713

8,390

20,208

129

20,337

—

)

—

)

(16

)

(51

)

(72

)

(89

)

(13

)

(177

)

139

(38

)

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)

2025

2024

258,484

170,258

52,160

5,855

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)

167,973

11,975

118,615

298,563

7,088

1,573

8,635

17,296

(9,081

)

(320

)

(8,187

)

(17,588

)

(1,993

)

1,252

449

(292

)

8,218

560

5,737

14,515

—

(1,276

)

—

(866

)

(2,141

)

172,923

13,786

123,935

310,644

108,392

10,253

48,823

167,468

6,935

1,568

7,227

15,731

(9,716

)

(264

)

(6,554

)

(16,534

)

(2,781

)

1,305

672

(804

)

11,465

319

8,463

20,247

—

)

50,897

60,660

111,654

167,973

11,975

118,615

298,563

112,584

5,440

50,657

168,681

3,553

992

1,575

6,120

(5,526

)

(158

)

(3,073

)

(8,756

)

(1,973

)

834

(1,498

)

(2,636

)

6,443

426

3,208

10,076

—

)

(10

)

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)

113,645

7,508

50,777

171,930

17,346

6,202

18,965

42,513

(25,125

)

(835

)

(18,897

)

(44,858

)

(7,779

)

5,367

(2,345

)

17,440

829

13,320

31,589

—

(24

)

(24

)

49,617

59,794

109,493

172,923

13,786

123,935

310,644

108,802

4,970

47,551

161,322

11,409

1,923

6,043

19,375

(16,543

)

(785

)

(7,555

)

(24,882

)

(5,134

)

1,138

(1,512

)

(5,508

)

13,624

550

6,164

20,337

—

)

(248

)

174

(38

)

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:

Adjusted Net Income

Adjustments made to GAAP Net Income to calculate Adjusted Net Income, as applicable, are:

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.