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Form 8-K

sec.gov

8-K — Victory Capital Holdings, Inc.

Accession: 0001193125-26-335319

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001570827

SIC: 6282 (INVESTMENT ADVICE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — vctr-20260805.htm (Primary)

EX-99.1 (vctr-ex99_1.htm)

GRAPHIC (img250556058_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: vctr-20260805.htm · Sequence: 1

8-K

0001570827false00015708272026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 5, 2026

Date of Report (date of earliest event reported)

Victory Capital Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38388

32-0402956

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

15935 La Cantera Parkway; San Antonio, TX

78256

(Address of principal executive offices)

(Zip Code)

(216) 898‑2400

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

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

 Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.01

VCTR

NASDAQ

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition

On August 5, 2026, Victory Capital Holdings, Inc., (the “Company”) issued a press release (the “Earnings Press Release”) reporting results for the three and six months ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information set forth in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Earnings Press Release dated August 5, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

- 2 -

SIGNATURE(S)

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

VICTORY CAPITAL HOLDINGS, INC.

Date: August 5, 2026

By:

/s/ MICHAEL D. POLICARPO

Name: Michael D. Policarpo

Title: President, Chief Financial Officer and Chief Administrative Officer

- 3 -

EX-99.1

EX-99.1

Filename: vctr-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

NEWS RELEASE

Victory Capital Reports Record Second Quarter 2026 Results

Second-Quarter Highlights

Total Client Assets of $346.1 billion

Long-term gross flows of $22.1 billion

Long-term net inflows of $4.2 billion

GAAP operating margin of 44.5%

GAAP net income per diluted share of $1.68

Adjusted EBITDA margin of 55.8%

Adjusted net income with tax benefit per diluted share of $2.21

Board authorizes regular quarterly cash dividend of $0.50 per share

San Antonio, Texas, August 5, 2026 — Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported record financial results for the quarter ended June 30, 2026.

"The second quarter was a landmark period for Victory Capital, reporting record revenue, Adjusted EBITDA, Adjusted EBITDA margin, and earnings per share,” said David C. Brown, Chairman and Chief Executive Officer. “We also achieved record total client assets, supported by an all-time high in long-term quarterly gross sales. Notably, we achieved $4.2 billion in positive long-term net flows for the quarter and have positive long-term net flows year to date, through June 30. This reflects the strategic investments we have made, the momentum we have built across our distribution channels, and the strength of our operating platform.

“Investment performance remained excellent during the quarter. As of June 30, 2026, 71%, 68%, 65%, and 81% of our AUM outperformed benchmarks over the respective 1-, 3-, 5-, and 10-year periods. In addition, 60% of our rated AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar.

“The drivers of our record gross sales and positive net flows this quarter were broad-based. Our international distribution efforts, our U.S. institutional channel, and, within our intermediary channel, our VictoryShares ETF platform each drove meaningful flows, together producing a result that showcases the breadth and depth of our distribution platform.

"We maintained a consistent fee rate and our industry-leading margins for the quarter. Our Adjusted EBITDA margin highlights the durability of our platform and the discipline we apply across every dimension of our business.

"We continued to return capital to shareholders. We returned $138 million through share repurchases of 1.1 million shares of VCTR common stock and dividends paid during the quarter.

“Inorganic growth remains a strategic priority. The integration of Pioneer Investments is now complete, and the full run-rate of net expense synergies has been fully recognized. Our pipeline is full and active, our standards remain high, and we only pursue transactions that make our Company better.

"As always, we continue to focus on serving our clients, which is our top priority."

The table below presents AUM, and certain GAAP and non-GAAP (“adjusted”) financial results. Due to rounding, AUM values and other amounts in this press release may not add up precisely to the totals provided.

(in millions except per share amounts or as otherwise noted)

For the Three Months Ended

For the Six Months Ended

June 30,

March 31,

June 30,

June 30,

June 30,

2026

2026

2025

2026

2025

Assets Under Management1

Ending

$

342,450

$

309,835

$

298,563

$

342,450

$

298,563

Average

331,345

318,746

284,977

325,045

229,383

AUM Long-term Flows2

Long-term Gross

$

22,113

$

18,946

$

15,423

$

41,060

$

24,732

Long-term Net

4,201

(457

)

(660

)

3,744

(1,865

)

AUM Money Market/Short-term Flows

Money Market / Short-term Gross

$

311

$

235

$

308

$

546

$

485

Money Market / Short-term Net

(91

)

(197

)

(144

)

(288

)

(188

)

AUM Total Flows

Total Gross

$

22,424

$

19,181

$

15,731

$

41,606

$

25,217

Total Net

4,110

(654

)

(804

)

3,456

(2,053

)

Consolidated Financial Results (GAAP)

Revenue

$

435.4

$

388.0

$

351.2

$

823.4

$

570.8

AUM revenue realization (in bps)

47.9

47.6

49.4

47.7

50.1

Operating expenses

241.6

228.8

257.0

470.4

383.7

Income from operations

193.7

159.2

94.2

352.9

187.1

Operating margin

44.5

%

41.0

%

26.8

%

42.9

%

32.8

%

Net income

139.4

112.1

58.7

251.5

120.7

Earnings per diluted share

$

1.68

$

1.33

$

0.68

$

3.01

$

1.59

Cash flow from operations

135.4

121.0

(6.6

)

256.4

74.5

Adjusted Performance Results (Non-GAAP)3

Adjusted EBITDA

$

242.7

$

204.0

$

178.5

$

446.7

$

294.9

Adjusted EBITDA margin

55.8

%

52.6

%

50.8

%

54.3

%

51.7

%

Adjusted net income

172.2

142.7

122.5

314.8

200.5

Tax benefit of goodwill and acquired intangible assets

10.7

10.5

10.3

21.2

20.4

Adjusted net income with tax benefit

182.9

153.2

132.8

336.1

220.9

Adjusted net income with tax benefit per diluted share4

$

2.21

$

1.82

$

1.57

$

4.02

$

2.96

1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

2 Long-term AUM is defined as total AUM excluding Money Market and Short-term assets.

3 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure.

4 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock.

2

AUM, Flows and Investment Performance

At June 30, 2026, Victory Capital had total client assets of $346.1 billion, assets under management of $342.5 billion, and other assets of $3.6 billion. Total AUM increased by $32.7 billion to $342.5 billion at June 30, 2026, compared with $309.8 billion at March 31, 2026. The increase was primarily due to positive market action of $28.5 billion and net inflows of $4.1 billion.

As of June 30, 2026, Victory Capital offered 189 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of June 30, 2026.

Percentage of AUM Outperforming Benchmark

Trailing

Trailing

Trailing

Trailing

1-Year

3-Years

5-Years

10-Years

71%

68%

65%

81%

Second Quarter 2026 Compared with First Quarter 2026

Revenue increased 12.2% to $435.4 million in the second quarter, compared with $388.0 million in the first quarter, primarily due to higher average AUM and crystallization of certain annual fees over the comparable period. GAAP operating margin expanded by 350 basis points in the second quarter to 44.5%, up from 41.0% in the first quarter, due to an increase in revenue and $8.3 million decrease in acquisition-related costs, partially offset by an increase in variable operating expenses as a result of an increase in operating results. Second quarter GAAP net income increased 24.3% to $139.4 million, up from $112.1 million in the prior quarter.

Adjusted net income with tax benefit increased 19.4% to $182.9 million, or $2.21 per diluted share, in the second quarter, up from $153.2 million, or $1.82 per diluted share, in the first quarter. Adjusted EBITDA increased $38.7 million to $242.7 million in the second quarter compared to $204.0 million in the first quarter. Adjusted EBITDA margin expanded 320 basis points in the second quarter of 2026 to 55.8% compared with 52.6% in the prior quarter.

Second Quarter 2026 Compared with Second Quarter 2025

Revenue for the three months ended June 30, 2026, increased 24.0% to $435.4 million, compared with $351.2 million in the same quarter of 2025 as a result of higher average AUM over the comparable period.

Operating expenses were $241.6 million compared with $257.0 million in last year’s second quarter reflecting decreases in acquisition-related and restructuring and integration costs of $26.4 million and $11.4 million, respectively, partially offset by increases in variable operating expenses that rose as a result of the higher average AUM. GAAP operating margin expanded 1,770 basis points to 44.5% in the second quarter, from 26.8% in the same quarter of 2025. GAAP net income increased 137.3% to $139.4 million in the second quarter compared with $58.7 million in the same quarter of 2025.

Adjusted net income with tax benefit increased 37.7% to $182.9 million, or $2.21 per diluted share, in the second quarter, compared with $132.8 million, or $1.57 per diluted share in the same quarter last year. Adjusted EBITDA increased 36.0% to $242.7 million, compared with $178.5 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin expanded 500 basis points to 55.8% in the second quarter of 2026, compared with 50.8% in the same quarter last year.

3

Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025

On April 1, 2025, the Company completed the acquisition of Amundi US and reintroduced the brand Pioneer Investments for the acquired business and investment products. Year-over-year results reflect the acquisition of Amundi US, which closed on April 1, 2025. Revenue for the six months ended June 30, 2026, increased 44.2% to $823.4 million, compared with $570.8 million in the same period of 2025 as a result of higher average AUM over the comparable period.

GAAP operating margin expanded 1,010 basis points, in the six months ended June 30, 2026 to 42.9%, up from 32.8% in the same period of 2025, due to higher variable operating expenses as a result of the higher average AUM and an expanded business partially offset by decreases in acquisition-related and restructuring and integration costs of $27.5 million and $9.4 million, respectively, primarily related to the acquisition of Amundi US in 2025. Six months ended June 30, 2026 GAAP net income increased 108.4% to $251.5 million, up from $120.7 million in the prior period.

Adjusted net income with tax benefit increased 52.2% to $336.1 million, or $4.02 per diluted share, in the six months ended June 30, 2026, compared with $220.9 million, or $2.96 per diluted share in the same period last year. Adjusted EBITDA increased 51.5% to $446.7 million, compared with $294.9 million in the same period of last year. Year-over-year, adjusted EBITDA margin expanded 260 basis points to 54.3% in the first half of 2026, compared with 51.7% in the same first half of last year.

Balance Sheet / Capital Management

The total debt outstanding as of June 30, 2026 was approximately $978 million.

For the three months ended June 30, 2026, the Company repurchased approximately 1.1 million shares of Common Stock.

The Company’s Board of Directors approved a regular quarterly cash dividend of $0.50 per share. The dividend is payable on September 25, 2026, to shareholders of record on September 10, 2026.

Conference Call, Webcast and Slide Presentation

The Company will host a conference call tomorrow morning, August 6, at 8:00 a.m. ET to discuss the results. Analysts and investors may participate in the question-and-answer session. To participate in the conference call, please call 1-833-461-5787 (domestic) or 1-585-542-9983 (international), shortly before 8:00 a.m. ET and reference the Meeting ID 504 021 405. A live, listen-only webcast will also be available via the investor relations section of the Company’s website at https://ir.vcm.com. Prior to the call, a supplemental slide presentation that will be used during the conference call will be available on the Events and Presentations page of the Company’s investor relations website. For anyone who is unable to join the live event, an archive of the webcast will be available for replay shortly after the call concludes.

About Victory Capital

Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $346.1 billion in total client assets, as of June 30, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized

4

investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.

Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.

FORWARD-LOOKING STATEMENTS

This document may contain forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for Victory Capital’s future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital's control and could cause Victory Capital's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward looking statements.

Although it is not possible to identify all of these risks and factors, they include, among others, the following: reductions in the assets under management (“AUM”) based on investment performance, client withdrawals, difficult market conditions and other factors such as the ongoing conflicts and potential military conflicts in Iran, Ukraine, Venezuela, China/Taiwan, and/or the Middle East, a pandemic, tariffs or trade restrictions; the nature of the Company’s contracts and investment advisory agreements; the Company's ability to maintain historical returns and sustain our historical growth; the Company's dependence on third parties to market our strategies and provide products or services for the operation of our business; the Company's ability to retain key investment professionals or members of our senior management team; the Company's reliance on the technology systems supporting our operations; the Company's ability to successfully acquire and integrate new companies; risks associated with expected benefits of the Amundi US transaction and the related impact on the Company’s business; the concentration of the Company’s investments in long only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; the Company's efforts to establish and develop new teams and strategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company's ability to limit employee misconduct; the Company's ability to meet the guidelines set by our clients; the Company's exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company's ability to implement effective information and cyber security policies, procedures and capabilities; the Company's substantial indebtedness; the potential impairment of the Company’s goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to the Company’s ETF platform; the Company's determination that we are not required to register as an “investment company” under the Investment Company Act of 1940; the fluctuation of the Company’s expenses; the Company's ability to respond to recent trends in the investment management industry; the level of regulation on investment management firms and the Company’s ability to respond to regulatory developments; the competitiveness of the investment management industry; and other risks and factors included, but not limited to, those listed under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal

5

year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026, which is accessible on the SEC’s website at www.sec.gov.

In light of these risks, uncertainties and other factors, the forward-looking statements contained in this press release might not prove to be accurate. All forward-looking statements speak only as of the date made and Victory Capital undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

Investors:

Carly Thomas

Director, Investor Relations and Responsible Business

210-694-9658

cthomas@vcm.com

Media:

Jessica Davila Burgess

Director, Global Communications

210-694-9693

jessica_davila@vcm.com

6

Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Consolidated Statements of Operations

(in thousands except per share data and percentages)

For the Three Months Ended

For the Six Months Ended

June 30,

March 31,

June 30,

June 30,

June 30,

2026

2026

2025

2026

2025

Revenue

Investment management fees

$

362,243

$

316,369

$

282,306

$

678,612

$

455,607

Fund administration and distribution fees

73,118

71,620

68,906

144,738

115,207

Total revenue

435,361

387,989

351,212

823,350

570,814

Expenses

Personnel compensation and benefits

125,500

105,855

108,918

231,355

165,054

Distribution and other asset-based expenses

68,590

67,410

62,039

136,000

97,516

General and administrative

22,915

20,615

23,381

43,530

37,709

Depreciation and amortization

20,585

20,576

21,794

41,161

29,226

Change in value of consideration payable for acquisition of business

2,041

3,537

1,092

5,578

4,498

Acquisition-related costs

(653

)

7,658

25,780

7,005

34,530

Restructuring and integration costs

2,634

3,153

13,994

5,787

15,159

Total operating expenses

241,612

228,804

256,998

470,416

383,692

Income from operations

193,749

159,185

94,214

352,934

187,122

Operating margin

44.5

%

41.0

%

26.8

%

42.9

%

32.8

%

Other income (expense)

Interest income and other income

7,721

2,756

6,006

10,477

6,710

Interest expense and other financing costs

(12,192

)

(14,081

)

(13,234

)

(26,273

)

(26,445

)

Loss on debt extinguishment

(2,028

)

(2,028

)

Total other expense, net

(6,499

)

(11,325

)

(7,228

)

(17,824

)

(19,735

)

Income before income taxes

187,250

147,860

86,986

335,110

167,387

Income tax expense

(47,846

)

(35,720

)

(28,252

)

(83,566

)

(46,678

)

Net income

$

139,404

$

112,140

$

58,734

$

251,544

$

120,709

Preferred stock dividends

(10,018

)

(9,769

)

(9,673

)

(19,788

)

(9,673

)

Income attributable to Preferred stockholders

(23,969

)

(16,846

)

(2,985

)

(40,743

)

(5,334

)

Net income attributable to common shareholders

$

105,417

$

85,525

$

46,076

$

191,013

$

105,702

Earnings per share of common stock

Basic

$

1.70

$

1.34

$

0.69

$

3.04

$

1.61

Diluted

1.68

1.33

0.68

3.01

1.59

Weighted average number of shares outstanding

Basic

62,151

63,635

67,239

62,889

65,484

Diluted

62,782

64,388

67,980

63,593

66,358

Dividends declared per share

$

0.50

$

0.49

$

0.49

$

0.99

$

0.96

7

Victory Capital Holdings, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures1

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

For the Three Months Ended

For the Six Months Ended

June 30,

March 31,

June 30,

June 30,

June 30,

2026

2026

2025

2026

2025

Net income (GAAP)

$

139,404

$

112,140

$

58,734

$

251,544

$

120,709

Income tax expense

(47,846

)

(35,720

)

(28,252

)

(83,566

)

(46,678

)

Income before income taxes

$

187,250

$

147,860

$

86,986

$

335,110

$

167,387

Interest expense

12,283

13,658

12,200

25,941

24,721

Depreciation

2,288

2,279

3,236

4,567

5,404

Other business taxes

431

(555

)

693

(124

)

1,615

Amortization of acquisition-related intangible assets

18,297

18,297

18,558

36,594

23,822

Share-based compensation

10,835

3,586

2,107

14,421

3,160

Acquisition, restructuring and exit costs

8,716

18,699

53,990

27,415

67,311

Debt issuance costs

2,617

196

755

2,813

1,504

Adjusted EBITDA

$

242,717

$

204,020

$

178,525

$

446,737

$

294,924

Adjusted EBITDA margin

55.8

%

52.6

%

50.8

%

54.3

%

51.7

%

Net income (GAAP)

$

139,404

$

112,140

$

58,734

$

251,544

$

120,709

Adjustment to reflect the operating performance of the Company

Other business taxes

431

(555

)

693

(124

)

1,615

Amortization of acquisition-related intangible assets

18,297

18,297

18,558

36,594

23,822

Share-based compensation

10,835

3,586

2,107

14,421

3,160

Acquisition, restructuring and exit costs

8,716

18,699

53,990

27,415

67,311

Debt issuance costs

2,617

196

755

2,813

1,504

Tax effect of above adjustments

(8,142

)

(9,683

)

(12,330

)

(17,825

)

(17,657

)

Adjusted net income

$

172,158

$

142,680

$

122,507

$

314,838

$

200,464

Adjusted net income per diluted share2

$

2.08

$

1.69

$

1.45

$

3.77

$

2.68

Weighted average number of shares outstanding - diluted (GAAP)

62,782

64,388

67,980

63,593

66,358

Weighted average number of shares outstanding - diluted (Non-GAAP)2

82,818

84,341

84,801

83,587

74,723

Tax benefit of goodwill and acquired intangible assets

$

10,716

$

10,515

$

10,255

$

21,231

$

20,396

Tax benefit of goodwill and acquired intangible assets per diluted share2

$

0.13

$

0.13

$

0.12

$

0.25

$

0.28

Adjusted net income with tax benefit

$

182,874

$

153,195

$

132,762

$

336,069

$

220,860

Adjusted net income with tax benefit per diluted share2

$

2.21

$

1.82

$

1.57

$

4.02

$

2.96

1 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure.

2The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock.

8

Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except for per share amounts)

June 30, 2026

December 31, 2025

Assets

Cash and cash equivalents

$

70,126

$

163,690

Receivables

244,330

181,141

Prepaid expenses

22,422

16,071

Investments, at fair value

91,672

99,394

Property and equipment, net

21,418

23,833

Goodwill

1,235,940

1,235,940

Other intangible assets, net

2,441,447

2,477,617

Operating lease right-of-use assets

46,610

48,650

Other assets

1,256

1,514

Total assets

$

4,175,221

$

4,247,850

Liabilities and stockholders' equity

Accounts payable and accrued expenses

$

77,525

$

72,387

Accrued compensation and benefits

85,499

86,355

Consideration payable for acquisition of business

53,199

87,564

Deferred tax liability, net

492,135

479,792

Operating lease liabilities

44,165

45,610

Other liabilities

79,662

81,399

Long-term debt, net1

967,974

970,014

Total liabilities

1,800,159

1,823,121

Stockholders' equity

Common stock, $0.01 par value per share:

2026 - 600,000 shares authorized, 88,554 shares issued and 61,561 shares outstanding; 2025 - 600,000 shares authorized, 87,867 shares issued and 64,150 shares outstanding

886

879

Preferred stock, $0.01 par value per share:

2026 - 100,000 shares authorized, 20,037 shares issued and outstanding; 2025 - 100,000 shares authorized, 19,937 shares issued and outstanding

200

199

Additional paid-in capital

2,128,399

2,102,938

Treasury stock, at cost: 2026 - 26,993 shares; 2025 - 23,717 shares

(1,028,046

)

(786,008

)

Accumulated other comprehensive income

7,033

9,020

Retained earnings

1,266,590

1,097,701

Total stockholders' equity

2,375,062

2,424,729

Total liabilities and stockholders' equity

$

4,175,221

$

4,247,850

1 Balances at June 30, 2026 and December 31, 2025 are shown net of unamortized loan discount and debt issuance costs in the amount of $9.6 million and $12.5 million, respectively. The gross amount of debt outstanding was $977.6 million and $982.5 million at June 30, 2026 and December 31, 2025, respectively.

9

Victory Capital Holdings, Inc. and Subsidiaries

Total Client Assets

(unaudited; in millions)

For the Three Months Ended

June 30,

March 31,

June 30,

2026

2026

2025

Beginning AUM

$

309,835

$

313,775

$

167,468

Beginning other assets1

3,268

2,846

3,967

Beginning total client assets

313,103

316,621

171,435

AUM net cash flows

4,110

(654

)

(804

)

Other assets net cash flows

390

(1,170

)

Total client assets net cash flows

4,110

(264

)

(1,973

)

AUM market appreciation (depreciation)

28,510

(2,797

)

20,247

Other assets market appreciation (depreciation)

343

32

253

Total client assets market appreciation (depreciation)

28,853

(2,765

)

20,500

AUM realizations and distributions

(5

)

(456

)

(3

)

Acquired & divested assets / Net transfers3

(33

)

111,654

Ending AUM

342,450

309,835

298,563

Ending other assets

3,611

3,268

3,050

Ending total client assets

346,061

313,103

301,613

Average total client assets2

334,856

321,784

288,568

For the Six Months Ended

June 30,

June 30,

2026

2025

Beginning AUM

$

313,775

$

171,930

Beginning other assets1

2,846

4,165

Beginning total client assets

316,621

176,096

AUM net cash flows

3,456

(2,053

)

Other assets net cash flows

390

(1,446

)

Total client assets net cash flows

3,846

(3,499

)

AUM market appreciation (depreciation)

25,713

17,075

Other assets market appreciation (depreciation)

375

331

Total client assets market appreciation (depreciation)

26,089

17,406

AUM realizations and distributions

(461

)

(24

)

Acquired & divested assets / Net transfers3

(33

)

111,634

Ending AUM

342,450

298,563

Ending other assets

3,611

3,050

Ending total client assets

346,061

301,613

Average total client assets4

328,320

233,209

1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1.

2 For the three-month periods ending June 30, 2026, March 31, 2026 and June 30, 2025 total client assets revenue realization was 47.4 basis points, 47.2 basis points and 49.4 basis points, respectively.

3Includes the impact of Pioneer Investments as of April 1, 2025, increasing our AUM by $114.6 billion.

4For the six-month periods ending June 30, 2026 and 2025 total client assets revenue realization was 47.3 basis points and 50.1 basis points, respectively.

10

Victory Capital Holdings, Inc. and Subsidiaries

Total Assets Under Management1

(unaudited; in millions)

For the Three Months Ended

June 30,

March 31,

June 30,

2026

2026

2025

Beginning assets under management

$

309,835

$

313,775

$

167,468

Gross client cash inflows

22,424

19,181

15,731

Gross client cash outflows

(18,314

)

(19,835

)

(16,534

)

Net client cash flows

4,110

(654

)

(804

)

Market appreciation (depreciation)

28,510

(2,797

)

20,247

Realizations and distributions

(5

)

(456

)

(3

)

Acquired & divested assets / Net transfers2

(33

)

111,654

Ending assets under management

342,450

309,835

298,563

Average assets under management

331,345

318,746

284,977

For the Six Months Ended

June 30,

June 30,

2026

2025

Beginning assets under management

$

313,775

$

171,930

Gross client cash inflows

41,606

25,217

Gross client cash outflows

(38,150

)

(27,270

)

Net client cash flows

3,456

(2,053

)

Market appreciation (depreciation)

25,713

17,075

Realizations and distributions

(461

)

(24

)

Acquired assets / Net transfers2

(33

)

111,634

Ending assets under management

342,450

298,563

Average assets under management

325,045

229,383

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.

11

Victory Capital Holdings, Inc. and Subsidiaries

Other Assets (Institutional)1

(unaudited; in millions)

For the Three Months

June 30,

March 31,

June 30,

2026

2026

2025

Beginning other assets (institutional)

$

3,268

$

2,846

$

3,967

Gross client cash inflows

627

Gross client cash outflows

(237

)

(1,170

)

Net client cash flows

390

(1,170

)

Market appreciation (depreciation)

343

32

253

Realizations and distributions

Acquired & divested assets / Net transfers

Ending other assets (institutional)

3,611

3,268

3,050

Average other assets (institutional)2

3,511

3,039

3,591

For the Six Months Ended

June 30,

June 30,

2026

2025

Beginning other assets (institutional)

$

2,846

$

4,165

Gross client cash inflows

627

Gross client cash outflows

(237

)

(1,446

)

Net client cash flows

390

(1,446

)

Market appreciation (depreciation)

375

331

Realizations and distributions

Acquired & divested assets / Net transfers

Ending other assets (institutional)

3,611

3,050

Average other assets (institutional)3

3,275

3,826

1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1.

2 For the three-month periods ending June 30, 2026, March 31, 2026 and June 30, 2025 total other assets (institutional) revenue realization was 3.4 basis points, 3.5 basis points and 3.1 basis points, respectively.

3For the six-month periods ending June 30, 2026 and 2025 total other assets (institutional) revenue realization was 3.5 basis points and 3.2 basis points, respectively.

12

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, 2026

Beginning assets under management

$

29,283

$

10,535

$

79,716

$

59,798

$

31,473

$

92,396

$

3,033

$

306,235

$

3,599

$

309,835

Gross client cash inflows

571

286

8,305

1,894

3,879

6,740

439

22,113

311

22,424

Gross client cash outflows

(2,274

)

(1,302

)

(5,640

)

(2,917

)

(1,895

)

(3,718

)

(166

)

(17,913

)

(402

)

(18,314

)

Net client cash flows

(1,703

)

(1,016

)

2,666

(1,023

)

1,984

3,022

272

4,201

(91

)

4,110

Market appreciation (depreciation)

3,709

1,815

999

7,636

4,006

10,250

65

28,480

30

28,510

Realizations and distributions

(5

)

(5

)

(5

)

Acquired assets / Net transfers

(4

)

(3

)

31

(21

)

(22

)

(28

)

(1

)

(47

)

47

Ending assets under management

$

31,285

$

11,331

$

83,412

$

66,390

$

37,441

$

105,641

$

3,365

$

338,864

$

3,585

$

342,450

March 31, 2026

Beginning assets under management

$

29,993

$

11,179

$

80,544

$

63,380

$

30,680

$

91,228

$

3,038

$

310,042

$

3,733

$

313,775

Gross client cash inflows

776

250

5,070

3,057

2,789

6,718

287

18,946

235

19,181

Gross client cash outflows

(2,418

)

(1,329

)

(5,639

)

(3,956

)

(1,830

)

(3,960

)

(270

)

(19,403

)

(432

)

(19,835

)

Net client cash flows

(1,643

)

(1,079

)

(569

)

(899

)

959

2,757

17

(457

)

(197

)

(654

)

Market appreciation (depreciation)

942

438

(13

)

(2,632

)

(140

)

(1,594

)

170

(2,829

)

32

(2,797

)

Realizations and distributions

(266

)

(190

)

(456

)

(456

)

Acquired assets / Net transfers

(9

)

(3

)

21

(50

)

(26

)

5

(1

)

(64

)

31

(33

)

Ending assets under management

$

29,283

$

10,535

$

79,716

$

59,798

$

31,473

$

92,396

$

3,033

$

306,235

$

3,599

$

309,835

June 30, 2025

Beginning assets under management

$

28,964

$

13,182

$

24,157

$

13,104

$

18,334

$

63,378

$

2,945

$

164,064

$

3,404

$

167,468

Gross client cash inflows

850

457

6,014

2,266

1,520

4,093

222

15,423

308

15,731

Gross client cash outflows

(1,597

)

(740

)

(6,012

)

(3,385

)

(1,373

)

(2,742

)

(233

)

(16,083

)

(451

)

(16,534

)

Net client cash flows

(748

)

(284

)

2

(1,118

)

147

1,351

(11

)

(660

)

(144

)

(804

)

Market appreciation (depreciation)

1,233

385

1,172

7,482

3,263

6,620

55

20,210

37

20,247

Realizations and distributions

(3

)

(3

)

(3

)

Acquired assets / Net transfers2

2,194

(143

)

54,420

42,376

3,833

8,639

111,318

335

111,654

Ending assets under management

$

31,643

$

13,140

$

79,752

$

61,844

$

25,576

$

79,988

$

2,986

$

294,930

$

3,633

$

298,563

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.

13

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 /

Cap Equity

Cap Equity

Income

Cap Equity

Equity

Solutions

Investments

Long-term

Short-term

Total AUM1

June 30, 2026

Beginning assets under management

$

29,993

$

11,179

$

80,544

$

63,380

$

30,680

$

91,228

$

3,038

$

310,042

$

3,733

$

313,775

Gross client cash inflows

1,347

536

13,375

4,951

6,668

13,458

726

41,060

546

41,606

Gross client cash outflows

(4,693

)

(2,631

)

(11,278

)

(6,873

)

(3,725

)

(7,678

)

(437

)

(37,316

)

(834

)

(38,150

)

Net client cash flows

(3,346

)

(2,095

)

2,096

(1,922

)

2,943

5,780

289

3,744

(288

)

3,456

Market appreciation (depreciation)

4,651

2,253

986

5,004

3,866

8,656

236

25,651

62

25,713

Realizations and distributions

(266

)

(195

)

(461

)

(461

)

Acquired assets / Net transfers

(13

)

(5

)

52

(72

)

(48

)

(23

)

(2

)

(112

)

79

(33

)

Ending assets under management

$

31,285

$

11,331

$

83,412

$

66,390

$

37,441

$

105,641

$

3,365

$

338,864

$

3,585

$

342,450

June 30, 2025

Beginning assets under management

$

30,584

$

14,785

$

24,402

$

14,148

$

19,095

$

62,593

$

2,980

$

168,586

$

3,344

$

171,930

Gross client cash inflows

1,947

902

6,943

2,349

3,656

8,456

478

24,732

485

25,217

Gross client cash outflows

(3,331

)

(1,587

)

(7,557

)

(3,854

)

(4,623

)

(5,060

)

(585

)

(26,597

)

(673

)

(27,270

)

Net client cash flows

(1,383

)

(685

)

(614

)

(1,505

)

(967

)

3,396

(107

)

(1,865

)

(188

)

(2,053

)

Market appreciation (depreciation)

254

(809

)

1,500

6,852

3,659

5,417

134

17,008

67

17,075

Realizations and distributions

(24

)

(24

)

(24

)

Acquired assets / Net transfers2

2,188

(150

)

54,464

42,349

3,789

8,582

2

111,224

410

111,634

Ending assets under management

$

31,643

$

13,140

$

79,752

$

61,844

$

25,576

$

79,988

$

2,986

$

294,930

$

3,633

$

298,563

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.

14

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Region

(unaudited; in millions)

As of June 30,

2026

2025

(in millions)

Amount

% of total

Amount

% of total

U.S.

$

279,879

82

%

$

250,035

84

%

Non-U.S.

62,571

18

%

48,528

16

%

Total AUM1

$

342,450

100

%

$

298,563

100

%

1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

15

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

Total

Funds1

ETFs2

Vehicles3

AUM4

June 30, 2026

Beginning assets under management

$

167,775

$

16,401

$

125,659

$

309,835

Gross client cash inflows

7,271

1,535

13,618

22,424

Gross client cash outflows

(10,174

)

(341

)

(7,799

)

(18,314

)

Net client cash flows

(2,903

)

1,194

5,819

4,110

Market appreciation (depreciation)

15,849

1,576

11,084

28,510

Realizations and distributions

(5

)

(5

)

Acquired assets / Net transfers

(25

)

25

Ending assets under management

$

180,696

$

19,171

$

142,583

$

342,450

March 31, 2026

Beginning assets under management

$

172,203

$

15,049

$

126,523

$

313,775

Gross client cash inflows

7,793

1,770

9,618

19,181

Gross client cash outflows

(11,372

)

(464

)

(7,999

)

(19,835

)

Net client cash flows

(3,579

)

1,306

1,619

(654

)

Market appreciation (depreciation)

(849

)

79

(2,027

)

(2,797

)

Realizations and distributions

(456

)

(456

)

Acquired assets / Net transfers

(33

)

(33

)

Ending assets under management

$

167,775

$

16,401

$

125,659

$

309,835

June 30, 2025

Beginning assets under management

$

108,392

$

10,253

$

48,823

$

167,468

Gross client cash inflows

6,935

1,568

7,227

15,731

Gross client cash outflows

(9,716

)

(264

)

(6,554

)

(16,534

)

Net client cash flows

(2,781

)

1,305

672

(804

)

Market appreciation (depreciation)

11,465

319

8,463

20,247

Realizations and distributions

(3

)

(3

)

Acquired assets / Net transfers5

50,897

97

60,660

111,654

Ending assets under management

$

167,973

$

11,975

$

118,615

$

298,563

1 Includes institutional and retail share classes, money market and VIP funds.

2 Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products.

3 Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles.

4Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

5Includes impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion.

16

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

Total

Funds1

ETFs2

Vehicles3

AUM4

June 30, 2026

Beginning assets under management

$

172,203

$

15,049

$

126,523

$

313,775

Gross client cash inflows

15,065

3,305

23,236

41,606

Gross client cash outflows

(21,547

)

(805

)

(15,797

)

(38,150

)

Net client cash flows

(6,482

)

2,500

7,439

3,456

Market appreciation (depreciation)

15,000

1,656

9,058

25,713

Realizations and distributions

(461

)

(461

)

Acquired assets / Net transfers

(25

)

(33

)

25

(33

)

Ending assets under management

$

180,696

$

19,171

$

142,583

$

342,450

June 30, 2025

Beginning assets under management

$

113,645

$

7,508

$

50,777

$

171,930

Gross client cash inflows

10,258

4,630

10,329

25,217

Gross client cash outflows

(16,044

)

(515

)

(10,710

)

(27,270

)

Net client cash flows

(5,786

)

4,115

(381

)

(2,053

)

Market appreciation (depreciation)

9,222

270

7,583

17,075

Realizations and distributions

(24

)

(24

)

Acquired assets / Net transfers5

50,892

82

60,660

111,634

Ending assets under management

$

167,973

$

11,975

$

118,615

$

298,563

1 Includes institutional and retail share classes, money market and VIP funds.

2 Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products.

3 Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles.

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.

17

Information Regarding Non-GAAP Financial Measures

Victory Capital uses non-GAAP financial measures referred to as Adjusted EBITDA and Adjusted Net Income to measure the operating profitability of the Company. These measures eliminate the impact of one-time acquisition, restructuring and integration costs and demonstrate the ongoing operating earnings metrics of the Company. The Company has included these non-GAAP measures to provide investors with the same financial metrics used by management to assess the operating performance of the Company.

Adjusted EBITDA

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

Adding back income tax expense;

Adding back interest paid on debt and other financing costs, net of interest income;

Adding back depreciation on property and equipment;

Adding back other business taxes;

Adding back amortization expense on acquisition-related intangible assets;

Adding back share-based compensation expense associated with equity awards in connection with acquisitions and certain one-time performance-based shares;

Adding back direct incremental costs of acquisitions, including restructuring costs;

Adding back debt issuance cost expense;

Adjusted Net Income

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

Adding back other business taxes;

Adding back amortization expense on acquisition-related intangible assets;

Adding back share-based compensation expense associated with equity awards in connection with acquisitions and certain one-time performance-based shares;

Adding back direct incremental costs of acquisitions, including restructuring costs;

Adding back debt issuance cost expense;

Subtracting an estimate of income tax expense applied to the sum of the adjustments above.

Tax Benefit of Goodwill and Acquired Intangible Assets

Due to Victory Capital’s acquisitive nature, tax deductions allowed on acquired intangible assets and goodwill provide it with additional significant supplemental economic benefit. The tax benefit of goodwill and intangible assets represent the tax benefits associated with deductions allowed for intangible assets and goodwill generated from prior acquisitions in which the Company received a step-up in basis for tax purposes. Acquired intangible assets and goodwill may be amortized for tax purposes, generally over a 15-year period. The tax benefit from amortization on these assets is included to show the full economic benefit of deductions for all acquired intangible assets with a step-up in tax basis.

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