Victory Capital Reports Strong Second-Quarter Results

Second-Quarter Highlights

• Total Client Assets of $301.6 billion
• Long-term gross flows of $15.4 billion
• Long-term net flows of ($660) million
• GAAP operating margin of 26.8%
• GAAP net income per diluted share of $0.68
• Adjusted EBITDA margin of 50.8%
• Adjusted net income with tax benefit per diluted share of $1.57
• Board authorizes increased share repurchase authorization to $500 million
• Board authorizes regular quarterly cash dividend of $0.49

SAN ANTONIO--(BUSINESS WIRE)-- Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported record financial results for the quarter ended June 30, 2025.

“The second quarter marked a key milestone with the successful closing of our strategic partnership with Amundi and the acquisition of Pioneer Investments, our newest Investment Franchise” said David Brown, Chairman and Chief Executive Officer. “Integration activities are progressing as planned, and by the end of June, we had achieved approximately $70 million of the expected $110 million in net expense synergies.

“Our business performance was also strong in the quarter. Gross sales increased to $15.4 billion and our long-term net flows continued to improve for the third consecutive quarter. Long-term net outflows were just 23 basis points of AUM or less than 1% on an annualized basis. Our expanded intermediary sales team continues to ramp up, and we are investing in our non-US sales efforts as well.

“Firmwide investment performance remains strong. Through the end of June, the percentage of our AUM outperforming benchmarks over the respective 3-, 5-, and 10-year periods was 58%, 67%, and 73%. In addition, 64% of our AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar.

“Our financial condition continues to strengthen, and the Board increased our current share repurchase authorization to $500 million. During the quarter, we repurchased 439,000 shares and, together with cash dividends, returned approximately $71 million of capital to shareholders. At quarter end, our net debt to leverage ratio improved to 1.2x marking our lowest level since becoming a public company.

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

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

(in millions except per share amounts or as otherwise noted)
		For the Three Months Ended												For the Six Months Ended
		June 30,				March 31,				June 30,				June 30,				June 30,
		2025				2025				2024				2025				2024
Assets Under Management1
Ending		$	298,563			$	167,468			$	168,681			$	298,563			$	168,681
Average			284,977				173,789				167,484				229,383				165,508
AUM Long-term Flows2
Long-term Gross		$	15,423			$	9,309			$	5,813			$	24,732			$	12,764
Long-term Net			(660	)			(1,205	)			(1,701	)			(1,865	)			(2,729	)
AUM Money Market/Short-term Flows
Money Market / Short-term Gross		$	308			$	177			$	255			$	485			$	491
Money Market / Short-term Net			(144	)			(44	)			(43	)			(188	)			(142	)
AUM Total Flows
Total Gross		$	15,731			$	9,486			$	6,067			$	25,217			$	13,255
Total Net			(804	)			(1,249	)			(1,744	)			(2,053	)			(2,871	)
Consolidated Financial Results (GAAP)
Revenue		$	351.2			$	219.6			$	219.6			$	570.8			$	435.5
AUM revenue realization (in bps)			49.4				51.2				52.6				50.1				52.8
Operating expenses			257.0				126.7				109.0				383.7				240.1
Income from operations			94.2				92.9				110.6				187.1				195.4
Operating margin			26.8	%			42.3	%			50.4	%			32.8	%			44.9	%
Net income			58.7				62.0				74.3				120.7				129.9
Earnings per diluted share		$	0.68			$	0.96			$	1.12			$	1.59			$	1.97
Cash flow from operations			(6.6	)			81.1				79.7				74.5				148.4
Adjusted Performance Results (Non-GAAP)3
Adjusted EBITDA		$	178.5			$	116.4			$	116.5			$	294.9			$	228.9
Adjusted EBITDA margin			50.8	%			53.0	%			53.0	%			51.7	%			52.6	%
Adjusted net income			122.5				78.0				76.5				200.5				149.1
Tax benefit of goodwill and acquired intangible assets			10.3				10.1				10.1				20.4				19.9
Adjusted net income with tax benefit			132.8				88.1				86.6				220.9				169.0
Adjusted net income with tax benefit per diluted share4		$	1.57			$	1.36			$	1.31			$	2.96			$	2.56

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

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

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

4The Company includes participating securities in its computation of adjusted earnings per diluted share, including 19.7 million shares of Series A Non-Voting Convertible Preferred Stock.

AUM, Flows and Investment Performance

At June 30, 2025, Victory Capital had total client assets of $301.6 billion, assets under management of $298.6 billion, and other assets of $3.0 billion. Total AUM increased by $131.1 billion to $298.6 billion at June 30, 2025, compared with $167.5 billion at March 31, 2025. The increase was primarily due to AUM acquired from Amundi US totaling $114.6 billion and positive market action of $20.2 billion offsets by net outflows of $0.8 billion.

As of June 30, 2025, Victory Capital offered 196 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of June 30, 2025.

	Percentage of AUM Outperforming Benchmark
	Trailing		Trailing		Trailing		Trailing
	1-Year		3-Years		5-Years		10-Years
	56%		58%		67%		73%

Second Quarter 2025 Compared with First Quarter 2025

On April 1, 2025, the Company completed the acquisition of Amundi US and reintroduced the brand Pioneer Investments ("Pioneer" or "Pioneer Investments") for the acquired business and investment products. Sequential results reflect the acquisition. The acquisition positively impacted our financial results for the three months ended June 30, 2025 when compared to the three months ended March 31, 2025. Revenue increased 59.9% to $351.2 million in the second quarter, compared with $219.6 million in the first quarter, primarily due to higher average AUM over the comparable period.

GAAP operating margin contracted 1,550 basis points in the second quarter to 26.8%, down from 42.3% in the first quarter, due to higher variable operating expenses as a result of the higher average AUM, a $17.0 million increase in acquisition-related costs and a $12.8 million increase in restructuring and integration costs related to the acquisition of Amundi US. Second quarter GAAP net income decreased 5.2% to $58.7 million, down from $62.0 million in the prior quarter.

Adjusted net income with tax benefit increased 50.7% to $132.8 million, or $1.57 per diluted share, in the second quarter, up from $88.1 million, or $1.36 per diluted share, in the first quarter. Adjusted EBITDA increased $62.1 million to $178.5 million in the second quarter compared to $116.4 million in the first quarter. Adjusted EBITDA margin contracted 220 basis points in the second quarter of 2025 to 50.8% compared with 53.0% in the prior quarter.

Second Quarter 2025 Compared with Second Quarter 2024

Year-over-year results reflect the acquisition of Amundi US, which closed on April 1, 2025. The acquisition positively impacted our financial results for the three months ended June 30, 2025 when compared to the three months ended June 30, 2024. Revenue for the three months ended June 30, 2025, increased 59.9% to $351.2 million, compared with $219.6 million in the same quarter of 2024 as a result of higher average AUM over the comparable period.

Operating expenses were $257.0 million compared with $109.0 million in last year’s second quarter reflecting variable operating expenses that rose as a result of the higher average AUM and expanded business and higher acquisition-related costs and restructuring and integration costs related to the acquisition of Amundi US. GAAP operating margin contracted 2,360 basis points to 26.8% in the second quarter, from 50.4% in the same quarter of 2024. GAAP net income decreased 21% to $58.7 million in the second quarter compared with $74.3 million in the same quarter of 2024.

Adjusted net income with tax benefit increased 53.3% to $132.8 million, or $1.57 per diluted share, in the second quarter, compared with $86.6 million, or $1.31 per diluted share in the same quarter last year. Adjusted EBITDA increased 53.2% to $178.5 million, compared with $116.5 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin contracted 220 basis points to 50.8% in the second quarter of 2025, compared with 53.0% in the same quarter last year.

Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024

Year-over-year results reflect the acquisition of Amundi US, which closed on April 1, 2025. The acquisition positively impacted our financial results for the six months ended June 30, 2025 when compared to the six months ended June 30, 2024. Revenue for the six months ended June 30, 2025, increased 31.1% to $570.8 million, compared with $435.5 million in the same period of 2024 as a result of higher average AUM over the comparable period.

GAAP operating margin contracted 1210 basis points, in the six months ended June 30, 2025 to 32.8%, down from 44.9% in the same period of 2024, due to higher variable operating expenses as a result of the higher average AUM, a $30.5 million increase in acquisition-related costs and a $14.6 million increase in restructuring and integration costs related to the acquisition of Amundi US. Six months ended June 30, 2025 GAAP net income decreased 7.1% to $120.7 million, down from $129.9 million in the prior period.

Adjusted net income with tax benefit increased 30.7% to $220.9 million, or $2.96 per diluted share, in the six months ended June 30, 2025, compared with $169.0 million, or $2.56 per diluted share in the same period last year. Adjusted EBITDA increased 28.9% to $294.9 million, compared with $228.9 million in the same period of last year. Year-over-year, adjusted EBITDA margin contracted 90 basis points to 51.7% in the first half of 2025, compared with 52.6% in the same first half of last year.

Balance Sheet / Capital Management

The total debt outstanding as of June 30, 2025 was approximately $972 million and consisted of an existing term loan balance of $625 million and the 2021 Incremental Term Loans balance of $347 million.

The Company’s Board of Directors approved a regular quarterly cash dividend of $0.49 per share. The dividend is payable on September 25, 2025, to shareholders of record on September 10, 2025.

The Company’s Board of Directors authorized an increase in the 2025 Share Repurchase Program from $200.0 million to up to $500.0 million and extended the authorization of the 2025 Share Repurchase Program from December 31, 2026 through December 31, 2027.

Conference Call, Webcast and Slide Presentation

The Company will host a conference call tomorrow morning, August 8, at 8:00 a.m. ET to discuss the results. Analysts and investors may participate in the question-and-answer session. To participate in the conference call, please call (800) 715-9871 (domestic) or (646) 307-1963 (international), shortly before 8:00 a.m. ET and reference the Victory Capital Conference Call. A live, listen-only webcast will also be available via the investor relations section of the Company’s website at https://ir.vcm.com. Prior to the call, a supplemental slide presentation that will be used during the conference call will be available on the Events and Presentations page of the Company’s investor relations website. For anyone who is unable to join the live event, an archive of the webcast will be available for replay shortly after the call concludes.

About Victory Capital

Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $302 billion in total client assets, as of June 30, 2025. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.

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

FORWARD-LOOKING STATEMENTS

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

Although it is not possible to identify all of these risks and factors, they include, among others, the following: reductions in the assets under management (“AUM”) based on investment performance, client withdrawals, difficult market conditions and other factors such as the conflicts in Ukraine and Israel, a pandemic, tariffs or trade restrictions; the nature of the Company’s contracts and investment advisory agreements; the Company's ability to maintain historical returns and sustain our historical growth; the Company's dependence on third parties to market our strategies and provide products or services for the operation of our business; the Company's ability to retain key investment professionals or members of our senior management team; the Company's reliance on the technology systems supporting our operations; the Company's ability to successfully acquire and integrate new companies; risks associated with expected benefits of the Amundi US transaction and the related impact on the Company’s business; the concentration of the Company’s investments in long only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; the Company's efforts to establish and develop new teams and strategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company's ability to limit employee misconduct; the Company's ability to meet the guidelines set by our clients; the Company's exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company's ability to implement effective information and cyber security policies, procedures and capabilities; the Company's substantial indebtedness; the potential impairment of the Company’s goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to the Company’s ETF platform; the Company's determination that we are not required to register as an “investment company” under the Investment Company Act of 1940; the fluctuation of the Company’s expenses; the Company's ability to respond to recent trends in the investment management industry; the level of regulation on investment management firms and the Company’s ability to respond to regulatory developments; the competitiveness of the investment management industry; and other risks and factors included, but not limited to, those listed under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, which is accessible on the SEC’s website at www.sec.gov.

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

Victory Capital Holdings, Inc. and Subsidiaries
Unaudited Consolidated Statements of Operations
(in thousands except per share data and percentages)
		For the Three Months Ended												For the Six Months Ended
		June 30,				March 31,				June 30,				June 30,				June 30,
		2025				2025				2024				2025				2024
Revenue
Investment management fees		$	282,306			$	173,301			$	173,163			$	455,607			$	342,948
Fund administration and distribution fees			68,906				46,301				46,458				115,207				92,530
Total revenue			351,212				219,602				219,621				570,814				435,478
Expenses
Personnel compensation and benefits			108,918				56,136				55,660				165,054				115,114
Distribution and other asset-based expenses			62,039				35,477				36,474				97,516				72,737
General and administrative			23,381				14,328				14,385				37,709				28,397
Depreciation and amortization			21,794				7,432				7,551				29,226				15,152
Change in value of consideration payable for acquisition of business			1,092				3,406				(8,200	)			4,498				4,000
Acquisition-related costs			25,780				8,750				3,049				34,530				4,075
Restructuring and integration costs			13,994				1,165				105				15,159				597
Total operating expenses			256,998				126,694				109,024				383,692				240,072
Income from operations			94,214				92,908				110,597				187,122				195,406
Operating margin			26.8	%			42.3	%			50.4	%			32.8	%			44.9	%
Other income (expense)
Interest income and other income (expense)			6,006				704				1,557				6,710				5,122
Interest expense and other financing costs			(13,234	)			(13,211	)			(16,279	)			(26,445	)			(32,765	)
Loss on debt extinguishment			—				—				(100	)			—				(100	)
Total other expense, net			(7,228	)			(12,507	)			(14,822	)			(19,735	)			(27,743	)
Income before income taxes			86,986				80,401				95,775				167,387				167,663
Income tax expense			(28,252	)			(18,426	)			(21,524	)			(46,678	)			(37,721	)
Net income		$	58,734			$	61,975			$	74,251			$	120,709			$	129,942
Preferred stock dividends			(9,673	)			—				—				(9,673	)			—
Income attributable to Preferred stockholders			(2,985	)			—				—				(5,334	)			—
Net income attributable to common shareholders		$	46,076			$	61,975			$	74,251			$	105,702			$	129,942
Earnings per share of common stock
Basic		$	0.69			$	0.97			$	1.15			$	1.61			$	2.01
Diluted			0.68				0.96				1.12				1.59				1.97
Weighted average number of shares outstanding
Basic			67,239				63,711				64,734				65,484				64,561
Diluted			67,980				64,714				66,075				66,358				66,025
Dividends declared per share		$	0.49			$	0.47			$	0.37			$	0.96			$	0.705

Victory Capital Holdings, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures1
(unaudited; in thousands except per share data and percentages)
		For the Three Months Ended												For the Six Months Ended
		June 30,				March 31,				June 30,				June 30,				June 30,
		2025				2025				2024				2025				2024
Net income (GAAP)		$	58,734			$	61,975			$	74,251			$	120,709			$	129,942
Income tax expense			(28,252	)			(18,426	)			(21,524	)			(46,678	)			(37,721	)
Income before income taxes		$	86,986			$	80,401			$	95,775			$	167,387			$	167,663
Interest expense			12,200				12,521				15,468				24,721				31,179
Depreciation			3,236				2,168				2,252				5,404				4,521
Other business taxes			693				922				414				1,615				783
Amortization of acquisition-related intangible assets			18,558				5,264				5,299				23,822				10,631
Stock-based compensation			2,107				1,053				940				3,160				2,267
Acquisition, restructuring and exit costs			53,990				13,321				(4,520	)			67,311				10,185
Debt issuance costs			755				749				874				1,504				1,629
Adjusted EBITDA		$	178,525			$	116,399			$	116,502			$	294,924			$	228,858
Adjusted EBITDA margin			50.8	%			53.0	%			53.0	%			51.7	%			52.6	%
Net income (GAAP)		$	58,734			$	61,975			$	74,251			$	120,709			$	129,942
Adjustment to reflect the operating performance of the Company
Other business taxes			693				922				414				1,615				783
Amortization of acquisition-related intangible assets			18,558				5,264				5,299				23,822				10,631
Stock-based compensation			2,107				1,053				940				3,160				2,267
Acquisition, restructuring and exit costs			53,990				13,321				(4,520	)			67,311				10,185
Debt issuance costs			755				749				874				1,504				1,629
Tax effect of above adjustments			(12,330	)			(5,327	)			(753	)			(17,657	)			(6,374	)
Adjusted net income		$	122,507			$	77,957			$	76,505			$	200,464			$	149,063
Adjusted net income per diluted share		$	1.45			$	1.20			$	1.16			$	2.68			$	2.26
Tax benefit of goodwill and acquired intangible assets		$	10,255			$	10,141			$	10,141			$	20,396			$	19,889
Tax benefit of goodwill and acquired intangible assets per diluted share2		$	0.12			$	0.16			$	0.15			$	0.28			$	0.30
Adjusted net income with tax benefit		$	132,762			$	88,098			$	86,646			$	220,860			$	168,952
Adjusted net income with tax benefit per diluted share2		$	1.57			$	1.36			$	1.31			$	2.96			$	2.56

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

2The Company includes participating securities in its computation of adjusted earnings per diluted share, including 19.7 million shares of Series A Non-Voting Convertible Preferred Stock.

Victory Capital Holdings, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except for shares)
		June 30, 2025				December 31, 2024
Assets
Cash and cash equivalents		$	107,870			$	126,731
Receivables			205,240				100,667
Prepaid expenses			12,242				8,634
Investments, at fair value			95,788				35,213
Property and equipment, net			28,038				11,874
Goodwill			1,232,800				981,805
Other intangible assets, net			2,515,005				1,260,614
Other assets			52,464				22,053
Total assets		$	4,249,447			$	2,547,591
Liabilities and stockholders' equity
Accounts payable and accrued expenses		$	83,907			$	57,951
Accrued compensation and benefits			72,980				51,648
Consideration payable for acquisition of business			80,659				139,894
Deferred tax liability, net			466,247				157,120
Other liabilities			114,855				55,479
Long-term debt, net1			965,674				963,862
Total liabilities			1,784,322				1,425,954
Stockholders' equity
Common stock, $0.01 par value per share: 2025 - 600,000,000 shares authorized, 87,749,009 shares issued and 66,925,722 shares outstanding; 2024 - 600,000,000 shares authorized, 83,947,949 shares issued and 63,653,212 shares outstanding			877				839
Preferred stock, $0.01 par value per share: 2025 - 100,000,000 shares authorized, 19,742,300 shares issued and outstanding; 2024 - 100,000,000 shares authorized, no shares issued and outstanding			197				—
Additional paid-in capital			2,086,837				752,371
Treasury stock, at cost: 2025 - 20,823,287 shares; 2024 - 20,294,737 shares			(607,244	)			(574,856	)
Accumulated other comprehensive income			12,779				18,683
Retained earnings			971,679				924,600
Total stockholders' equity			2,465,125				1,121,637
Total liabilities and stockholders' equity		$	4,249,447			$	2,547,591

1 Balances at June 30, 2025 and December 31, 2024 are shown net of unamortized loan discount and debt issuance costs in the amount of $6.5 million and $8.3 million, respectively. The gross amount of debt outstanding was $972.2 million at both June 30, 2025 and December 31, 2024.

Victory Capital Holdings, Inc. and Subsidiaries
Total Client Assets
(unaudited; in millions)
		For the Three Months Ended
		June 30,				March 31,				June 30,
		2025				2025				2024
Beginning AUM		$	167,468			$	171,930			$	170,342
Beginning other assets1			3,967				4,165				5,117
Beginning total client assets			171,435				176,096				175,459
AUM net cash flows			(804	)			(1,249	)			(1,744	)
Other assets net cash flows			(1,170	)			(277	)			18
Total client assets net cash flows			(1,973	)			(1,526	)			(1,727	)
AUM market appreciation (depreciation)			20,247				(3,172	)			83
Other assets market appreciation (depreciation)			253				78				(40	)
Total client assets market appreciation (depreciation)			20,500				(3,094	)			43
AUM realizations and distributions			(3	)			(21	)			—
Acquired & divested assets / Net transfers4			111,654				(20	)			(1	)
Ending AUM			298,563				167,468				168,681
Ending other assets			3,050				3,967				5,094
Ending total client assets			301,613				171,435				173,775
Average total client assets2			288,568				177,849				172,392
		For the Six Months Ended
		June 30,				June 30,
		2025				2024
Beginning AUM		$	171,930			$	161,322
Beginning other assets1			4,165				5,289
Beginning total client assets			176,096				166,611
AUM net cash flows			(2,053	)			(2,871	)
Other assets net cash flows			(1,446	)			(506	)
Total client assets net cash flows			(3,499	)			(3,377	)
AUM market appreciation (depreciation)			17,075				10,261
Other assets market appreciation (depreciation)			331				311
Total client assets market appreciation (depreciation)			17,406				10,572
AUM realizations and distributions			(24	)			—
Acquired & divested assets / Net transfers4			111,634				(31	)
Ending AUM			298,563				168,681
Ending other assets			3,050				5,094
Ending total client assets			301,613				173,775
Average total client assets3			233,209				170,629

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

2 For the three-month periods ending June 30, 2025, March 31, 2025 and June 30, 2024 total assets under management revenue realization was 49.4 basis points, 51.2 basis points and 52.6 basis points, respectively.

3For the six-month periods ending June 30, 2025 and 2024 total assets under management revenue realization was 50.1 basis points and 52.8 basis points, respectively.

4Includes the impact of Pioneer Investments as of April 1, 2025, increasing our AUM by $114.6 billion.

Victory Capital Holdings, Inc. and Subsidiaries
Total Assets Under Management1
(unaudited; in millions except for percentages)
		For the Three Months Ended
		June 30,				March 31,				June 30,
		2025				2025				2024
Beginning assets under management		$	167,468			$	171,930			$	170,342
Gross client cash inflows			15,731				9,486				6,067
Gross client cash outflows			(16,534	)			(10,736	)			(7,812	)
Net client cash flows			(804	)			(1,249	)			(1,744	)
Market appreciation (depreciation)			20,247				(3,172	)			83
Realizations and distributions			(3	)			(21	)			—
Acquired & divested assets / Net transfers2			111,654				(20	)			(1	)
Ending assets under management			298,563				167,468				168,681
Average assets under management			284,977				173,789				167,484
		For the Six Months Ended
		June 30,				June 30,
		2025				2024
Beginning assets under management		$	171,930			$	161,322
Gross client cash inflows			25,217				13,255
Gross client cash outflows			(27,270	)			(16,126	)
Net client cash flows			(2,053	)			(2,871	)
Market appreciation (depreciation)			17,075				10,261
Realizations and distributions			(24	)			—
Acquired & divested assets / Net transfers2			111,634				(31	)
Ending assets under management			298,563				168,681
Average assets under management			229,383				165,508

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

2Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion.

Victory Capital Holdings, Inc. and Subsidiaries
Other Assets (Institutional)1
(unaudited; in millions)
		For the Three Months
		June 30,				March 31,				June 30,
		2025				2025				2024
Beginning other assets (institutional)		$	3,967			$	4,165			$	5,117
Gross client cash inflows			—				—				467
Gross client cash outflows			(1,170	)			(277	)			(449	)
Net client cash flows			(1,170	)			(277	)			18
Market appreciation (depreciation)			253				78				(40	)
Realizations and distributions			—				—				—
Acquired & divested assets / Net transfers			—				—				—
Ending other assets (institutional)			3,050				3,967				5,094
Average other assets (institutional)2			3,591				4,060				4,909
		For the Six Months Ended
		June 30,				June 30,
		2025				2024
Beginning other assets (institutional)		$	4,165			$	5,289
Gross client cash inflows			—				467
Gross client cash outflows			(1,446	)			(973	)
Net client cash flows			(1,446	)			(506	)
Market appreciation (depreciation)			331				311
Realizations and distributions			—				—
Acquired & divested assets / Net transfers			—				—
Ending other assets (institutional)			3,050				5,094
Average other assets (institutional)3			3,826				5,120

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

2 For the three-month periods ending June 30, 2025, March 31, 2025 and June 30, 2024 total other assets (institutional) revenue realization was 3.1 basis points, 3.4 basis points and 3.4 basis points, respectively.

3For the six-month periods ending June 30, 2025 and 2024 total other assets (institutional) revenue realization was 3.2 basis points and 3.5 basis points, respectively.

Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Asset Class
(unaudited; in millions)
For the Three Months Ended		By Asset Class
																		Global /
		U.S. Mid				U.S. Small				Fixed				U.S. Large				Non-U.S.								Alternative				Total				Money Market /				Total
		Cap Equity				Cap Equity				Income				Cap Equity				Equity				Solutions				Investments				Long-term				Short-term				AUM1
June 30, 2025
Beginning assets under management		$	28,964			$	13,182			$	24,157			$	13,104			$	18,334			$	63,378			$	2,945			$	164,064			$	3,404			$	167,468
Gross client cash inflows			850				457				6,014				2,266				1,520				4,093				222				15,423				308				15,731
Gross client cash outflows			(1,597	)			(740	)			(6,012	)			(3,385	)			(1,373	)			(2,742	)			(233	)			(16,083	)			(451	)			(16,534	)
Net client cash flows			(748	)			(284	)			2				(1,118	)			147				1,351				(11	)			(660	)			(144	)			(804	)
Market appreciation (depreciation)			1,233				385				1,172				7,482				3,263				6,620				55				20,210				37				20,247
Realizations and distributions			—				—				—				—				—				—				(3	)			(3	)			—				(3	)
Acquired assets / Net transfers2			2,194				(143	)			54,420				42,376				3,833				8,639				—				111,318				335				111,654
Ending assets under management		$	31,643			$	13,140			$	79,752			$	61,844			$	25,576			$	79,988			$	2,986			$	294,930			$	3,633			$	298,563
March 31, 2025
Beginning assets under management		$	30,584			$	14,785			$	24,402			$	14,148			$	19,095			$	62,593			$	2,980			$	168,586			$	3,344			$	171,930
Gross client cash inflows			1,098				445				928				82				2,137				4,363				256				9,309				177				9,486
Gross client cash outflows			(1,733	)			(847	)			(1,545	)			(469	)			(3,251	)			(2,318	)			(351	)			(10,514	)			(222	)			(10,736	)
Net client cash flows			(635	)			(402	)			(617	)			(386	)			(1,114	)			2,045				(96	)			(1,205	)			(44	)			(1,249	)
Market appreciation (depreciation)			(979	)			(1,194	)			328				(630	)			396				(1,202	)			79				(3,202	)			30				(3,172	)
Realizations and distributions			—				—				—				—				—				—				(21	)			(21	)			—				(21	)
Acquired assets / Net transfers			(6	)			(7	)			44				(27	)			(44	)			(57	)			2				(94	)			75				(20	)
Ending assets under management		$	28,964			$	13,182			$	24,157			$	13,104			$	18,334			$	63,378			$	2,945			$	164,064			$	3,404			$	167,468
June 30, 2024
Beginning assets under management		$	32,918			$	16,297			$	24,481			$	13,895			$	18,200			$	57,833			$	3,465			$	167,089			$	3,253			$	170,342
Gross client cash inflows			1,007				559				1,283				67				558				2,035				303				5,813				255				6,067
Gross client cash outflows			(1,659	)			(778	)			(1,508	)			(309	)			(635	)			(2,184	)			(442	)			(7,514	)			(298	)			(7,812	)
Net client cash flows			(652	)			(218	)			(225	)			(241	)			(77	)			(150	)			(139	)			(1,701	)			(43	)			(1,744	)
Market appreciation (depreciation)			(1,247	)			(893	)			116				350				367				1,273				58				24				60				83
Realizations and distributions			—				—				—				—				—				—				—				—				—				—
Acquired assets / Net transfers			(4	)			(4	)			26				(21	)			(32	)			(21	)			6				(50	)			50				(1	)
Ending assets under management		$	31,015			$	15,182			$	24,398			$	13,983			$	18,459			$	58,936			$	3,390			$	165,362			$	3,320			$	168,681

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

2Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion.

Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Asset Class
(unaudited; in millions)
For the Six Months Ended		By Asset Class
																		Global /
		U.S. Mid				U.S. Small				Fixed				U.S. Large				Non-U.S.								Alternative				Total				Money Market /				Total
		Cap Equity				Cap Equity				Income				Cap Equity				Equity				Solutions				Investments				Long-term				Short-term				AUM1
June 30, 2025
Beginning assets under management		$	30,584			$	14,785			$	24,402			$	14,148			$	19,095			$	62,593			$	2,980			$	168,586			$	3,344			$	171,930
Gross client cash inflows			1,947				902				6,943				2,349				3,656				8,456				478				24,732				485				25,217
Gross client cash outflows			(3,331	)			(1,587	)			(7,557	)			(3,854	)			(4,623	)			(5,060	)			(585	)			(26,597	)			(673	)			(27,270	)
Net client cash flows			(1,383	)			(685	)			(614	)			(1,505	)			(967	)			3,396				(107	)			(1,865	)			(188	)			(2,053	)
Market appreciation (depreciation)			254				(809	)			1,500				6,852				3,659				5,417				134				17,008				67				17,075
Realizations and distributions			—				—				—				—				—				—				(24	)			(24	)			—				(24	)
Acquired assets / Net transfers2			2,188				(150	)			54,464				42,349				3,789				8,582				2				111,224				410				111,634
Ending assets under management		$	31,643			$	13,140			$	79,752			$	61,844			$	25,576			$	79,988			$	2,986			$	294,930			$	3,633			$	298,563
June 30, 2024
Beginning assets under management		$	30,604			$	15,959			$	24,355			$	12,635			$	16,772			$	54,296			$	3,431			$	158,051			$	3,271			$	161,322
Gross client cash inflows			2,378				1,066				2,581				136				1,648				4,200				755				12,764				491				13,255
Gross client cash outflows			(3,504	)			(1,703	)			(2,874	)			(641	)			(1,386	)			(4,595	)			(791	)			(15,493	)			(632	)			(16,126	)
Net client cash flows			(1,126	)			(637	)			(294	)			(505	)			262				(394	)			(36	)			(2,729	)			(142	)			(2,871	)
Market appreciation (depreciation)			1,548				(92	)			292				1,905				1,501				5,022				(17	)			10,159				102				10,261
Realizations and distributions			—				—				—				—				—				—				—				—				—				—
Acquired assets / Net transfers			(11	)			(49	)			44				(51	)			(76	)			12				11				(119	)			88				(31	)
Ending assets under management		$	31,015			$	15,182			$	24,398			$	13,983			$	18,459			$	58,936			$	3,390			$	165,362			$	3,320			$	168,681

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

2Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion.

Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management by Region (unaudited; in millions)
	As of June 30,
					2025						2024
(in millions)		Amount			% of total			Amount			% of total
U.S.		$	250,035		84	%		$	163,146		97	%
Non-U.S.			48,528		16	%			5,535		3	%
Total AUM1&2		$	298,563		100	%		$	168,681		100	%

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

2Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion.

Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Vehicle
(unaudited; in millions)
For the Three Months Ended		By Vehicle
										Separate
										Accounts
		Mutual								and Other
		Funds1				ETFs2				Vehicles3				Total AUM4
June 30, 2025
Beginning assets under management		$	108,392			$	10,253			$	48,823			$	167,468
Gross client cash inflows			6,935				1,568				7,227				15,731
Gross client cash outflows			(9,716	)			(264	)			(6,554	)			(16,534	)
Net client cash flows			(2,781	)			1,305				672				(804	)
Market appreciation (depreciation)			11,465				319				8,463				20,247
Realizations and distributions			—				—				(3	)			(3	)
Acquired assets / Net transfers5			50,897				97				60,660				111,654
Ending assets under management		$	167,973			$	11,975			$	118,615			$	298,563
March 31, 2025
Beginning assets under management		$	113,645			$	7,508			$	50,777			$	171,930
Gross client cash inflows			3,323				3,061				3,102				9,486
Gross client cash outflows			(6,328	)			(251	)			(4,156	)			(10,736	)
Net client cash flows			(3,006	)			2,810				(1,053	)			(1,249	)
Market appreciation (depreciation)			(2,243	)			(50	)			(880	)			(3,172	)
Realizations and distributions			—				—				(21	)			(21	)
Acquired assets / Net transfers			(5	)			(15	)			—				(20	)
Ending assets under management		$	108,392			$	10,253			$	48,823			$	167,468
June 30, 2024
Beginning assets under management		$	113,897			$	5,229			$	51,217			$	170,342
Gross client cash inflows			3,553				480				2,034				6,067
Gross client cash outflows			(5,061	)			(178	)			(2,573	)			(7,812	)
Net client cash flows			(1,508	)			302				(539	)			(1,744	)
Market appreciation (depreciation)			385				(91	)			(211	)			83
Realizations and distributions			—				—				—				—
Acquired assets / Net transfers			(190	)			—				190				(1	)
Ending assets under management		$	112,584			$	5,440			$	50,657			$	168,681

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

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

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

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

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

Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Vehicle
(unaudited; in millions)
For the Six Months Ended		By Vehicle
										Separate
										Accounts
		Mutual								and Other
		Funds1				ETFs2				Vehicles3				Total AUM4
June 30, 2025
Beginning assets under management		$	113,645			$	7,508			$	50,777			$	171,930
Gross client cash inflows			10,258				4,630				10,329				25,217
Gross client cash outflows			(16,044	)			(515	)			(10,710	)			(27,270	)
Net client cash flows			(5,786	)			4,115				(381	)			(2,053	)
Market appreciation (depreciation)			9,222				270				7,583				17,075
Realizations and distributions			—				—				(24	)			(24	)
Acquired assets / Net transfers5			50,892				82				60,660				111,634
Ending assets under management		$	167,973			$	11,975			$	118,615			$	298,563
June 30, 2024
Beginning assets under management		$	108,802			$	4,970			$	47,551			$	161,322
Gross client cash inflows			7,856				930				4,468				13,255
Gross client cash outflows			(11,017	)			(627	)			(4,482	)			(16,126	)
Net client cash flows			(3,161	)			304				(14	)			(2,871	)
Market appreciation (depreciation)			7,181				124				2,956				10,261
Realizations and distributions			—				—				—				—
Acquired assets / Net transfers			(238	)			43				164				(31	)
Ending assets under management		$	112,584			$	5,440			$	50,657			$	168,681

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

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

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

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

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

Information Regarding Non-GAAP Financial Measures

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

Adjusted EBITDA

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

• Adding back income tax expense;
• Adding back interest paid on debt and other financing costs, net of interest income;
• Adding back depreciation on property and equipment;
• Adding back other business taxes;
• Adding back amortization expense on acquisition-related intangible assets;
• Adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of equity grants related to the IPO;
• Adding back direct incremental costs of acquisitions, including restructuring costs;
• Adding back debt issuance cost expense;
• Adjusting for earnings/losses on equity method investments.

Adjusted Net Income

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

• Adding back other business taxes;
• Adding back amortization expense on acquisition-related intangible assets;
• Adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of any equity grants related to the IPO;
• Adding back direct incremental costs of acquisitions, including restructuring costs;
• Adding back debt issuance cost expense;
• Subtracting an estimate of income tax expense applied to the sum of the adjustments above.

Tax Benefit of Goodwill and Acquired Intangible Assets

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

View source version on businesswire.com: https://www.businesswire.com/news/home/20250807560952/en/

Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com



Media:

Jessica Davila

Director, Global Communications

210-694-9693

jessica_davila@vcm.com

Source: Victory Capital Holdings, Inc.