Victory Capital Q3 net income falls to $91.3M
Victory Capital Holdings, Inc. (VCTR) reported third-quarter 2026 revenue of $396.6 million, compared with $361.2 million in 2025, while net income was $91.3 million versus $96.5 million.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Victory Capital Holdings, Inc. (VCTR) reported third-quarter 2026 revenue of $396.6 million, compared with $361.2 million in 2025, while net income was $91.3 million versus $96.5 million. For the nine months ended September 30, 2026, revenue was $1,219.9 million compared with $932.0 million, and net income was $342.8 million versus $217.3 million. Net cash provided by operating activities for the nine-month period was $479.7 million compared with $240.4 million.
On August 25, 2026, the company agreed to acquire GC Ferry Holdings, Inc. (First Eagle) from GC Ferry Parent, L.P. Consideration payable at closing will include cash, newly issued common shares and shares of a new series of non-voting convertible preferred stock. The transaction is expected to close by the end of the first quarter of 2027, subject to customary closing conditions, including stockholder approval, regulatory approvals and required client consents.
Common-stock dividends declared were $0.50 per share for the third quarter of 2026, compared with $0.49 per share in 2025.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue increased to $396.6 million from $361.2 million.
- Moderate pointNine-month revenue increased to $1,219.9 million from $932.0 million.
- Moderate pointNine-month net income increased to $342.8 million from $217.3 million.
- Moderate pointNine-month operating cash flow increased to $479.7 million from $240.4 million.
- Minor pointQuarterly declared dividend was $0.50 per share versus $0.49.
Negative
- Minor pointThird-quarter net income fell to $91.3 million from $96.5 million.
Filing Explained
First Eagle’s cash portion has a financing commitment, establishing a funding arrangement for the closing payment.
The completed Amundi US acquisition added 3,293,471 newly issued common shares and 19,698,274 preferred shares; together, the issued shares represented
Issuing those shares increased the share count and reduced existing holders’ percentage ownership, absent offsetting changes.
For First Eagle, the company reports a debt commitment letter from financial institutions to finance the cash consideration and related fees and expenses.
Key Figures
Key Terms
performance-based fees financial
contingent consideration arrangements financial
variable interest entities financial
Level 3 financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue and net income did VCTR report for the third quarter of 2026?
What are the terms and expected closing timing for VCTR's First Eagle acquisition?
What dividend did VCTR declare for the third quarter of 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______
Commission file number
(Exact name of registrant as specified in its charter)
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incorporation or organization) |
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Identification No.) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Non-accelerated filer ☐ |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of outstanding shares of the registrant’s Common Stock, par value $0.01 per share as of October 30, 2026 was
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION |
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Item 1. |
Financial Information |
4 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
24 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
42 |
Item 4. |
Controls and Procedures |
42 |
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PART II — OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
43 |
Item 1A. |
Risk Factors |
43 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
43 |
Item 3. |
Defaults Upon Senior Securities |
44 |
Item 4. |
Mine Safety Disclosures |
44 |
Item 5. |
Other Information |
44 |
Item 6. |
Exhibits |
44 |
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Signatures |
46 |
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 forward‑looking statements may include, without limitation, statements concerning our current expectations, estimates, assumptions and beliefs concerning future events, conditions, plans, and strategies that are not historical fact. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases 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 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 that the conditions to closing the transaction with First Eagle will be satisfied and the transaction will close on the anticipated timeline, if at all; risks associated with expected benefits, or impact on our business, of the proposed transaction, including our ability to achieve any expected synergies; the concentration of the Company’s investments in long only 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, 2025, filed with the
2
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 report might not prove to be accurate. All forward‑looking statements speak only as of the date made and we undertake no obligation to update or revise publicly any forward‑looking statements, whether as a result of new information, future events or otherwise.
Investment Performance and Fund Ratings
We believe that investment performance can influence AUM growth, flows, and overall operational results. Management utilizes the percentage of AUM and the percentage of strategies outperforming benchmarks, together with the percentage of our rated mutual fund and ETF AUM and the number of our mutual funds and ETFs rated 4 or 5 stars overall by Morningstar, to evaluate the investment performance of our Investment Franchises, our Solutions Platform, and specific investment products.
AUM measured versus benchmark on a one, three, five, and 10-year basis represents 90%, 89%, 85%, and 78% of Total AUM, respectively, as of September 30, 2026. Composites are calculated by asset weighting included accounts, using gross-of-fee, linked time weighted returns for each period. The composite return is then compared to the primary strategy benchmark. Composites without sufficient performance history are excluded from periods for which a full track record does not yet exist. Certain separate accounts are excluded where Victory Capital has determined, in accordance with its GIPS® Procedures, that inclusion would not be representative of the strategy's performance.
As of September 30, 2026, of our 113 rated mutual funds and ETFs, 56 received 4 or 5 star Overall Morningstar RatingsTM and 57 did not, representing 62% and 38% of rated mutual fund and ETF AUM, respectively. Funds not rated by Morningstar are excluded from the analysis. Not all asset classes considered are available to the general public and not all funds included have a history to be included in each period. Had fees not been waived and/or expenses reimbursed currently or in the past, the Morningstar ratings could have been lower. Ratings for other share classes not shown may be lower.
Past performance is not indicative of future results and may not reflect an investor's experience.
3
Table of Contents
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Victory Capital Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except per share data)
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September 30, 2026 |
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December 31, 2025 |
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Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Receivables |
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Prepaid expenses |
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Investments, at fair value |
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Property and equipment, net |
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Goodwill |
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Other intangible assets, net |
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Operating lease right-of-use assets |
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Other assets |
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Total assets |
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$ |
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Liabilities and stockholders' equity |
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Accounts payable and accrued expenses |
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$ |
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$ |
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Accrued compensation and benefits |
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Consideration payable for acquisition of business |
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Deferred tax liability, net |
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Operating lease liabilities |
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Other liabilities |
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Long-term debt, net |
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Total liabilities |
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Stockholders' equity |
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Common stock, $ |
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Preferred stock, $ |
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Additional paid-in capital |
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Treasury stock, at cost: 2026 - |
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Accumulated other comprehensive income |
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Retained earnings |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See the accompanying notes to the unaudited condensed consolidated financial statements.
4
Table of Contents
Victory Capital Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share data)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
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Investment management fees |
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$ |
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$ |
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$ |
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$ |
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Fund administration and distribution fees |
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Total revenue |
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Expenses |
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Personnel compensation and benefits |
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Distribution and other asset-based expenses |
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General and administrative |
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Depreciation and amortization |
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Change in value of consideration payable for acquisition of business |
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Acquisition-related costs |
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Restructuring and integration costs |
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Total operating expenses |
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Income from operations |
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Other income (expense) |
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Interest income and other income |
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Interest expense and other financing costs |
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( |
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( |
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( |
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( |
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Loss on debt extinguishment |
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( |
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( |
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( |
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Total other income (expense), net |
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( |
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( |
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( |
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( |
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Income before income taxes |
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Income tax expense |
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( |
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( |
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( |
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( |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Preferred stock dividends |
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( |
) |
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( |
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( |
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( |
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Net income attributable to preferred stockholders |
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( |
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( |
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( |
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( |
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Net income attributable to common stockholders |
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$ |
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$ |
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$ |
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$ |
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Earnings per share of common stock |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average number of shares outstanding |
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Basic |
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Diluted |
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Dividends declared per share of common stock |
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$ |
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$ |
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$ |
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$ |
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See the accompanying notes to the unaudited condensed consolidated financial statements.
5
Table of Contents
Victory Capital Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
|
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax |
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Net amortization of deferred gain on terminated cash flow hedges |
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( |
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( |
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( |
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( |
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Net unrealized income (loss) on foreign currency translation |
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( |
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( |
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Total other comprehensive income (loss), net of tax |
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( |
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( |
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( |
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( |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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See the accompanying notes to the unaudited condensed consolidated financial statements.
6
Table of Contents
Victory Capital Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(In thousands)
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Shares |
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Stockholders' Equity |
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Preferred Stock |
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Common Stock |
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Treasury Stock |
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Preferred Stock |
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Common Stock |
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Treasury Stock |
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Additional |
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Accumulated Other Comprehensive |
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Retained Earnings |
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Total |
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Balance, December 31, 2025 |
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( |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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Issuance of common stock |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Repurchase of shares |
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- |
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- |
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( |
) |
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- |
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- |
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( |
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- |
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- |
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- |
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( |
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Shares withheld related to net settlement of equity awards |
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- |
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- |
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( |
) |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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( |
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Vesting of restricted share grants |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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Exercise of options |
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- |
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- |
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- |
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- |
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- |
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- |
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Other comprehensive loss |
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- |
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- |
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- |
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- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Share-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Conversion of common stock to preferred stock (1) |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Dividends paid |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Balance, March 31, 2026 |
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Issuance of common stock |
|
|
- |
|
|
|
|
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|||
Repurchase of shares |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Shares withheld related to net settlement of equity awards |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Vesting of restricted share grants |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Exercise of options |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||||
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Share-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Conversion of common stock to preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Dividends paid |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Balance, June 30, 2026 |
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||||||
Issuance of common stock |
|
|
- |
|
|
|
|
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|||
Repurchase of shares |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Shares withheld related to net settlement of equity awards |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Vesting of restricted share grants |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Exercise of options |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Share-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Equity issuance costs |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Conversion of common stock to preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Dividends paid |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||
Balance, September 30, 2026 |
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
(1) |
|
|||||||||||||||||||||||||||||||||||||||
7
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Shares |
|
|
Stockholders' Equity |
|
||||||||||||||||||||||||||||||||||
|
|
Preferred Stock |
|
|
Common Stock |
|
|
Treasury Stock |
|
|
Preferred Stock |
|
|
Common Stock |
|
|
Treasury Stock |
|
|
Additional |
|
|
Accumulated Other Comprehensive |
|
|
Retained Earnings |
|
|
Total |
|
||||||||||
Balance, December 31, 2024 |
|
|
- |
|
|
|
|
|
|
( |
) |
|
$ |
- |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Issuance of common stock |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Repurchase of shares |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Shares withheld related to net settlement of equity awards |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Vesting of restricted share grants |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Exercise of options |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Share-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Dividends paid |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Balance, March 31, 2025 |
|
|
- |
|
|
|
|
|
|
( |
) |
|
$ |
- |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Issuance of common stock |
|
|
- |
|
|
|
|
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|||
Repurchase of shares |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Repurchased shares pending settlement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||||||
Shares withheld related to net settlement of equity awards |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Vesting of restricted share grants |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Exercise of options |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Share-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Issuance of stock in connection with the acquisition of Amundi US |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||||
Dividends paid |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Balance, June 30, 2025 |
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Issuance of common stock |
|
|
- |
|
|
|
|
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|||
Repurchase of shares |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Repurchased shares pending settlement |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Shares withheld related to net settlement of equity awards |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Vesting of restricted share grants |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Exercise of options |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Share-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Forfeiture of stock in connection with the acquisition of Amundi US |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
||
Conversion of common stock to preferred stock |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Dividends paid |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Balance, September 30, 2025 |
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
8
Table of Contents
Victory Capital Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Provision for deferred income taxes |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Deferred financing costs, accretion expense and derivative gains/losses |
|
|
( |
) |
|
|
( |
) |
Share-based and deferred compensation |
|
|
|
|
|
|
||
Change in fair value of contingent consideration obligations |
|
|
|
|
|
|
||
Unrealized appreciation on investments |
|
|
( |
) |
|
|
( |
) |
Noncash lease expense |
|
|
|
|
|
|
||
Loss on debt extinguishment |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Receivables |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses |
|
|
( |
) |
|
|
|
|
Other assets |
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
|
|
|
|
( |
) |
|
Accrued compensation and benefits |
|
|
|
|
|
( |
) |
|
Other liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchases of investments |
|
|
( |
) |
|
|
( |
) |
Sales of investments |
|
|
|
|
|
|
||
Cash acquired from acquisition |
|
|
|
|
|
|
||
Net cash provided by investing activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash flows from financing activities |
|
|
|
|
|
|
||
Issuance of common stock |
|
|
|
|
|
|
||
Repurchase of common stock |
|
|
( |
) |
|
|
( |
) |
Payments of taxes related to net share settlement of equity awards |
|
|
( |
) |
|
|
( |
) |
Payment of debt financing fees |
|
|
( |
) |
|
|
( |
) |
Payments of long-term senior debt |
|
|
( |
) |
|
|
( |
) |
Proceeds from long-term senior debt |
|
|
|
|
|
|
||
Payment of dividends |
|
|
( |
) |
|
|
( |
) |
Payment of consideration for acquisition |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Effect of changes of foreign exchange rate on cash and cash equivalents |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Net increase / (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental cash flow information |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes |
|
|
|
|
|
|
||
Noncash items |
|
|
|
|
|
|
||
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
$ |
|
||
Non-Cash investing and financing activities: |
|
|
|
|
|
|
||
Issuance of |
|
$ |
|
|
$ |
|
||
See the accompanying notes to the unaudited condensed consolidated financial statements.
9
Table of Contents
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
As used in this quarterly report on Form 10-Q, unless the context otherwise requires, the terms “Company,” “Victory,” or in the first-person notations of “we,” “us,” and “our” refer to Victory Capital Holdings, Inc. along with its wholly-owned subsidiaries.
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report"). Certain prior period amounts have been revised to conform to the current period presentation. Such changes were made for clarity and comparability and had no effect on previously reported results of operations or financial position.
In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial condition, results of operations, and cash flows for the interim periods presented. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries, after elimination of all intercompany balances and transactions. Our involvement with non-consolidated variable interest entities (“VIEs”) includes sponsored investment funds.
Use of Estimates and Assumptions
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements and the notes. Actual results may ultimately differ materially from those estimates.
Significant Accounting Policies
There have been no material changes to our significant accounting policies from our 2025 Annual Report.
Recently Issued Accounting Standards
Reporting Comprehensive Income: In , the FASB issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses ("DISE"). This ASU does not change or remove current expense presentation requirements within the Consolidated Statements of Operations. However, the amendments require disclosure, on an annual and interim basis, of disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements. DISE is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact that this ASU will have on the Company's consolidated financial statement disclosures.
Internal-Use Software: In , the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"). ASU 2025-06 modernizes the guidance on accounting for internal-use software costs by removing references to traditional development project stages and instead requiring capitalization when management commits to funding and it is probable the project will be completed. ASU 2025-06 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact that ASU 2025-06 will have on the Company's consolidated financial statement disclosures.
10
Table of Contents
No other recently adopted or issued accounting standards had, or will have, a material impact on our unaudited condensed consolidated financial statements.
NOTE 2. REVENUE RECOGNITION
In accordance with the revenue recognition standard requirements, the following table disaggregates our revenue by type and product:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Investment management fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds (Victory Funds) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
ETFs (VictoryShares) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Separate accounts and other vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance-based fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds (Victory Funds III & IV) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Separate accounts and other vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total investment management fees |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fund administration and distribution fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Administration fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds (Victory Funds) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ETFs (VictoryShares) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distribution fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Separate accounts and other vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds (Victory Funds) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transfer agent fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds (Victory Funds III) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total fund administration and distribution fees |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table presents balances of receivables:
(in thousands) |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Customer receivables |
|
|
|
|
|
|
||
Mutual funds (Victory Funds) |
|
$ |
|
|
$ |
|
||
ETFs (VictoryShares) |
|
|
|
|
|
|
||
Separate accounts and other vehicles |
|
|
|
|
|
|
||
Receivables from contracts with customers |
|
|
|
|
|
|
||
Non-customer receivables |
|
|
|
|
|
|
||
Total receivables |
|
$ |
|
|
$ |
|
||
Revenue
The Company’s revenue includes fees earned from providing;
Revenue is recognized for each distinct performance obligation identified in customer contracts when the performance obligation has been satisfied by transferring services to a customer either over time or at the point in time when the customer
11
Table of Contents
obtains control of the service. Revenue is recognized in the amount of variable or fixed consideration allocated to the satisfied performance obligation that Victory expects to be entitled to in exchange for transferring services to a customer. Variable consideration is included in the transaction price only when it is probable that a significant reversal of such revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
NOTE 3. ACQUISITIONS
Pioneer Investments
On
In exchange for the contribution of all the shares of the Amundi US to the Company, the Company issued to Amundi (a)
Purchase Price Allocation
The Company accounted for the acquisition in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations, allocating the purchase price to assets acquired and liabilities assumed based on their respective fair values at the acquisition date. The purchase price allocation was finalized during the first quarter of 2026 within the one-year measurement period prescribed by ASC 805.
Financial Results
Revenue recognized by Pioneer Investments for the three and nine months ended September 30, 2026 was as follows:
|
Three Months Ended |
|
|
Nine Months Ended |
|
||
(in millions) |
September 30, 2026 |
|
|
September 30, 2026 |
|
||
Revenue |
$ |
|
|
$ |
|
||
Net income attributable to Pioneer Investments for the three and nine months ended September 30, 2026 is impractical to determine as the Company does not prepare discrete financial information at the franchise level.
The Company's unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2026 include operating results of the Amundi US acquired company. The following unaudited pro forma figures for the three and nine months ended September 30, 2025 give effect to the acquisition as if it had occurred on January 1, 2025 and combines the financial results of the Company and Amundi US after adjusting primarily for amortization of intangible assets and additional fixed asset depreciation that would have been expensed assuming the fair value adjustments had been applied on January 1, 2025, net of any tax impact.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||
(in millions) |
|
2026 |
|
2025 |
|
|
2026 |
|
2025 |
|
||||
Revenue |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
||||
Net Income |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
||||
Pending Acquisition of First Eagle Investments
On August 25, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire GC Ferry Holdings, Inc. (“First Eagle”) from GC Ferry Parent, L.P. through a two-step merger, after which First Eagle will become a wholly owned subsidiary of the Company (the “First Eagle Transaction”). Consideration payable at closing will consist of a combination of cash, newly issued shares of the Company’s common stock, and newly issued shares of a new series of the Company’s non-voting convertible preferred stock. In connection with the Merger Agreement, the Company entered into a debt commitment letter with certain financial institutions providing for financing to fund the cash portion of the consideration
12
Table of Contents
and related fees and expenses. The First Eagle Transaction is expected to close by the end of the first quarter of 2027 subject to customary closing conditions, including approval by the Company’s stockholders, regulatory approvals, and receipt of required client consents.
Acquisition-related and other costs
Acquisition-related costs include legal fees, advisory services, mutual fund proxy voting costs and other one-time expenses related to business combinations. The Company recognized $
For the nine months ended September 30, 2026 and 2025, the Company incurred $
NOTE 4. Restructuring and Integration Costs
In connection with business combinations, asset purchases and changes in business strategy, the Company incurs costs integrating investment platforms, products and personnel into existing systems, processes and service provider arrangements and restructuring the business to capture operating expense synergies.
The following table presents a rollforward of restructuring and integration liabilities, which as of September 30, 2026 and December 31, 2025 were included in accounts payable and accrued expenses on the unaudited Condensed Consolidated Balance Sheets.
|
|
Restructuring and |
|
|
(in millions) |
|
Integration Costs |
|
|
Liability Balance, December 31, 2025 |
|
$ |
|
|
|
|
|
||
Integration and other costs |
|
|
|
|
Restructuring and integration costs |
|
|
|
|
Settlement of liabilities |
|
|
( |
) |
Liability Balance, September 30, 2026 |
|
$ |
|
|
ASU 2023-07, which is based on a management approach to segment reporting, establishes requirements to report segment revenue and significant expenses reported in net income, the primary measurement used by our Chief Operating Decision Maker ("CODM") in evaluating segment performance.
The Company provides investment management services and products to institutional, intermediary, retirement platforms and individual investors.
Significant segment expenses are presented in the unaudited Condensed Consolidated Statements of Operations. Additional disaggregated significant segment expenses that are not separately presented in the unaudited Condensed Consolidated Statements of Operations are presented below:
13
Table of Contents
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Salaries, payroll related taxes and employee benefits |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Incentive compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales-based compensation(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity awards granted to employees and directors(2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition and transaction-related compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total personnel compensation and benefits expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Broker-dealer distribution fees |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Platform distribution fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-administration |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-advisory |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Middle-office |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total distribution and other asset-based expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 6. Income Taxes
The effective tax rate for the three and nine months ended September 30, 2026 and 2025 differs from the United States federal statutory rate primarily due to state and local income taxes, excess tax benefits on share-based compensation and non-deductible expenses.
For the three months ended September 30, 2026 and 2025, the provision for income taxes was $
The effective tax rate for the three months ended September 30, 2026 was higher than the effective tax rate for the same period in 2025 primarily due to an increase in non-deductible expenses and the effective tax rate for the nine months ended September 30, 2026 was lower due to increased excess tax benefits on share-based compensation.
NOTE 7. Investments
As of September 30, 2026 and December 31, 2025, the Company had investments in proprietary funds and deferred compensation plan investments. Investments in proprietary funds consist primarily of seed capital investments in certain Victory Funds. Deferred compensation plan investments include investments in affiliated and third party mutual funds held in a rabbi trust under a deferred compensation plan.
The following table presents the fair value of the Company's investments:
(in thousands) |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Investments in Proprietary Funds |
|
$ |
|
|
$ |
|
||
Deferred Compensation Plan Investments |
|
|
|
|
|
|
||
Unrealized and realized gains and losses on investments in proprietary funds and deferred compensation plan investments are recorded in earnings as interest income and other income (expense).
14
Table of Contents
The following table presents the unrealized gains/(losses) recognized during the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Investments in Proprietary Funds |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Deferred Compensation Plan Investments |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
NOTE 8. Fair Value Measurements
The Company determines the fair value of certain financial and nonfinancial assets and liabilities. Fair value is determined based on the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value determinations utilize a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability.
Classification within the fair value hierarchy contains three levels:
The following table presents assets and liabilities measured at fair value on a recurring basis:
|
|
As of September 30, 2026 |
|
|||||||||||||
(in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market fund |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
||
Investments in proprietary funds |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Deferred compensation plan investments |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Total Financial Assets |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
||
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration arrangements |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
Total Financial Liabilities |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
|
|
As of December 31, 2025 |
|
|||||||||||||
(in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market fund |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
||
Investments in proprietary funds |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Deferred compensation plan investments |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Total Financial Assets |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
||
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration arrangements |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
Total Financial Liabilities |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
Level 1 assets consist of money market funds and open-end mutual funds. The fair values for these assets are determined utilizing quoted market prices for identical assets.
There were
15
Table of Contents
The net carrying value of accounts receivable and accounts payable approximates fair value due to the short‑term nature of these assets and liabilities. The fair value of our long-term debt as of September 30, 2026 is considered to be its carrying value as the interest rate on the bank debt is variable and approximates current market rates. As a result, Level 2 inputs are utilized to determine the fair value of our long‑term debt.
Contingent payment arrangements
WestEnd
Contingent consideration arrangements represent the WestEnd earn-out payment liability which is included in consideration payable for acquisition of business in the unaudited Condensed Consolidated Balance Sheets. Under the terms of the WestEnd purchase agreement, a maximum of $
During the nine months ended September 30, 2026, the Company paid $
For the three and nine months ended September 30, 2026, the change in the liability was an increase of $
The estimated fair value for contingent consideration payable to sellers is estimated using the real options method. WestEnd net revenue growth is simulated in a risk-neutral framework to calculate expected probability-weighted earn out payments, which are then discounted from the expected payment dates at the relevant cost of debt. Significant assumptions and inputs include the WestEnd net revenue projected annual growth rate, the market price of risk, which adjusts the projected revenue growth rate to a risk-neutral expected growth rate, revenue volatility and discount rate. The market price of risk and revenue volatility are based on data for comparable companies. As the contingent consideration represents a subordinate, unsecured claim of the Company, the Company assesses a discount rate which incorporates adjustments for credit risk and the subordination of the contingent consideration
Significant inputs to the valuation of contingent consideration payable to sellers as of September 30, 2026 and December 31, 2025 are as follows and are approximate values:
|
|
|
|
|
|
|
|
|
|
||
|
|
|
September 30, 2026 |
|
|
|
December 31, 2025 |
|
|
||
Net revenue |
|
|
|
|
% |
|
|
|
% |
||
Market price of risk adjustment for revenue (continuous) |
|
|
|
|
% |
|
|
|
% |
||
Revenue volatility |
|
|
|
|
% |
|
|
|
% |
||
Discount rate |
|
|
|
|
% |
|
|
|
% |
||
Years remaining in earn out period |
|
|
|
|
|
|
|
||||
Undiscounted estimated remaining earn out payments $ millions |
|
|
$ |
|
|
|
$ |
|
|
||
The following table presents the balance of the contingent consideration arrangement liabilities for the nine months ended September 30, 2026:
(in thousands) |
|
Contingent Consideration Liabilities |
|
|
Balance, December 31, 2025 |
|
$ |
|
|
WestEnd earn-out payment |
|
|
( |
) |
WestEnd change in fair value measurement |
|
|
|
|
Balance, September 30, 2026 |
|
$ |
|
|
New Energy Capital
Under the terms of the purchase agreement for New Energy Capital Partners ("NEC"), which closed during 2021, the Company will pay up to an additional $
16
Table of Contents
contingent payments, less any contingent payments previously paid, is due upon the occurrence of certain specified events within a five year period following the Start Date.
The Company determined that substantially all of the contingent payments payable per the NEC purchase agreement represent compensation for post-closing services. The Company records compensation expense over the estimated service period in an amount equal to the total contingent payments currently forecasted to be paid.
As of September 30, 2026 and December 31, 2025, the Company determined that the contingent payments are no longer probable of occurring and the liability for NEC contingent payments is zero.
NOTE 9. Related-Party Transactions
The Company engages in transactions with related parties in the ordinary course of business, including certain funds it manages, sponsors, and serves as a subadviser. The Company's related-party arrangements are described in Note 6, Related-Party Transactions, to the consolidated financial statements included in our 2025 Annual Report.
The table below presents balances and transactions involving related parties included in the unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Operations.
17
Table of Contents
(in thousands) |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Related party assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Receivables (investment management fees) |
|
|
|
|
|
|
||
Receivables (fund administration and distribution fees) |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Investments (investments in proprietary funds, fair value) |
|
|
|
|
|
|
||
Investments (deferred compensation plan investments, fair value) |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Related party liabilities |
|
|
|
|
|
|
||
Accounts payable and accrued expenses (fund reimbursements) |
|
$ |
|
|
$ |
|
||
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Related party revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment management fees |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Fund administration and distribution fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Related party expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Distribution and other asset-based expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Related party other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income and other income (expense) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 10. Debt
The following table presents the components of long-term debt in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 under the Company's credit agreement ("2019 Credit Agreement").
|
|
September 30, 2026 |
|
December 31, 2025 |
||||||||||||
(in thousands) |
|
Amount |
|
|
Interest Rate |
|
Effective Interest Rate |
|
Amount |
|
|
Interest Rate |
|
Effective Interest Rate |
||
Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Due September 2032 |
|
$ |
|
|
|
|
$ |
|
|
|
||||||
Term loan principal outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Unamortized debt issuance costs |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
Unamortized debt discount |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
Long-term debt, net |
|
$ |
|
|
|
|
|
|
$ |
|
|
|
|
|
||
The 2019 Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the first lien leverage ratio, measured as of the last day of each fiscal quarter on which outstanding borrowings under the revolving credit facility exceed
Debt modifications and repayments
18
Table of Contents
On September 23, 2025, pursuant to the Sixth Amendment of the 2019 Credit Agreement, the Company extended the maturity date of the first lien revolving credit facility (the "Revolving Facility") from March 31, 2026 to September 23, 2030 and decreased the drawn interest rate margin by
On May 18, 2026, pursuant to the Seventh Amendment of the 2019 Credit Agreement, the Company refinanced its existing term loans (the "Existing Term Loans") with repriced term loans (the "Repriced Term Loans") which will bear interest at an annual rate equal to, at the option of the Company, either SOFR plus a margin of
The Company elects to use three-month Term SOFR plus a margin of
Pursuant to ASC 470-50, Debt - Modifications and Extinguishments, the Company evaluated the Repriced Term Loans on a lender-by-lender basis and accounted accordingly for debt extinguishment costs and debt modification costs (for the portion of the transaction that did not meet the accounting criteria for debt extinguishment). On the unaudited Condensed Consolidated Statement of Cash Flows, the financing cash outflows and inflows associated with each amendment were determined on a lender-by-lender basis and repayments during the nine months ended September 30, 2026 and 2025 totaled $
There were
The Company repaid an additional $
Interest expense and other financing costs
The following table presents the components of interest expense and other financing costs on the unaudited Condensed Consolidated Statements of Operations for the periods ended September 30, 2026 and 2025.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of deferred gain on terminated interest rate swap |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 11. Share‑Based Compensation
Equity Incentive Plans
For a full description of the Company’s share-based compensation plans, refer to Note 15 of the Company’s financial statements as of and for the year ended December 31, 2025 included in the Company’s 2025 Annual Report. As of September 30, 2026,
Restricted Stock Awards
Restricted stock awards (“RSAs”) entitle the holder to receive shares of the Company’s common stock as the awards vest. Grants of RSAs can be classified as service-based, performance-based, or market-based, depending on the vesting criteria of the award. RSA activity for service-based
19
Table of Contents
|
|
Restricted Stock Awards |
|
||||||||||||
|
|
Nine Months Ended September 30, |
|
||||||||||||
|
|
2026 |
|
2025 |
|
||||||||||
|
|
Avg wtd grant- |
|
|
|
|
Avg wtd grant- |
|
|
|
|
||||
(units in thousands) |
|
date fair value |
|
|
Units |
|
date fair value |
|
|
Units |
|
||||
Unvested at beginning of period |
|
$ |
|
|
|
|
$ |
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
|
|
|
( |
) |
|
|
|
|
( |
) |
||
Forfeited |
|
|
|
|
|
( |
) |
|
|
|
|
( |
) |
||
Unvested at end of period |
|
$ |
|
|
|
|
$ |
|
|
|
|
||||
Performance-Based Restricted Stock Award
As previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2026, the Board of Directors approved a one-time grant of
The grant-date fair value of $
|
|
Performance-Based Restricted Stock Awards |
|||||||
|
|
Nine Months Ended September 30, |
|||||||
|
|
2026 |
|
|
|||||
|
|
Avg wtd grant- |
|
|
|
|
|
||
(units in thousands) |
|
date fair value |
|
|
Units |
|
|
||
Unvested at beginning of period |
|
$ |
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
|
||
Vested |
|
|
|
|
|
( |
) |
|
|
Forfeited |
|
|
|
|
|
|
|
||
Unvested at end of period |
|
$ |
|
|
|
|
|
||
Share-based Compensation Expense
Share-based compensation expense is included within personnel compensation and benefits in the unaudited Condensed Consolidated Statements of Operations.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
in thousands |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Share-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
20
Table of Contents
As of September 30, 2026, the Company expects to recognize total share-based compensation expense of $
Shares Withheld for net settlement of employee equity awards
Shares of Common Stock are available for issuance under the 2018 Plan as determined by the Compensation Committee of the Company’s board of directors. Shares underlying awards that are settled in cash, expire or are canceled, forfeited or otherwise terminated without delivery to a participant will again be available for issuance under the 2018 Plan. In addition, shares withheld or surrendered in connection with the payment of an exercise price of an award or to satisfy tax withholding will again be available for issuance under the 2018 Plan.
The following table presents both share and dollar value information about shares withheld for net settlement of employee equity awards:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total number of shares net settled |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee tax obligations satisfied |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Employee stock option costs satisfied |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total withheld related to net settlement of equity awards |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 12. Earnings Per Share
The following table sets forth the reconciliation of basic earnings per share and diluted earnings per share from net income for the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands except per share amounts) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Numerator for earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Preferred stock dividends |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income attributable to preferred stockholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income attributable to common stockholders for basic earnings per share(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Allocation adjustment to income attributable to preferred stockholders(2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income attributable to common stockholders for diluted earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Denominator for earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic: weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Plus: Incremental shares from assumed conversion of dilutive instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted: Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic: |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted: |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
21
Table of Contents
Outstanding instruments excluded from the computation of weighted average shares for diluted earnings per share because the effect would be anti-dilutive were de minimis for the periods ended September 30, 2026 and 2025. Holders of non-vested share-based compensation awards do not have rights to receive nonforfeitable dividends on the shares covered by the awards.
NOTE 13. DERIVATIVES
Interest Rate Swaps
In the fourth quarter of 2023, the Company monetized the gain on the floating-to-fixed interest rate swap transaction (“Swap”) entered into in 2020 to effectively fix the interest rate on $
The deferred gain on the termination of the Swap is being amortized on a straight-line basis through September 23, 2032 and is included in interest expense and other financing costs on the unaudited Condensed Consolidated Statements of Operations.
For the three months ended September 30, 2026 and 2025, the Company recorded $
As and September 30, 2026 and December 31, 2025, the unamortized deferred gain on Swap monetization was $
The following tables summarize the classification of the Swap in our unaudited condensed financial statements (in thousands):
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
Statement of Operations |
Description |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Interest expense and other financing costs |
Reclassification from AOCI – Amortization of Swap deferred gain |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
Statements of Comprehensive Income |
Description |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Other comprehensive income (loss) |
Amortization of deferred gain on terminated Swap, net of tax |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
22
Table of Contents
NOTE 14. Accumulated Other Comprehensive Income (Loss)
The following table presents changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2026 and 2025.
|
|
Cash Flow |
|
|
Cumulative |
|
|
|
|
|||
|
|
Hedges |
|
|
Translation |
|
|
|
|
|||
(in thousands) |
|
(1)(2) |
|
|
Adjustment |
|
|
Total |
|
|||
Balance, December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive income (loss) before reclassification and tax |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Tax impact |
|
|
- |
|
|
|
|
|
|
|
||
Reclassification adjustments, before tax |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Tax impact |
|
|
|
|
|
- |
|
|
|
|
||
Net current period other comprehensive income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, September 30, 2026 |
|
|
|
|
|
|
|
|
|
|||
Balance, December 31, 2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Other comprehensive income (loss) before reclassification and tax |
|
|
- |
|
|
|
|
|
|
|
||
Tax impact |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Reclassification adjustments, before tax |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Tax impact |
|
|
|
|
|
- |
|
|
|
|
||
Net current period other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance, September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
NOTE 15. SUBSEQUENT EVENTS
Quarterly Cash Dividends
On
23
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “Victory,” or in the first-person notations of “we,” “us,” and “our” shall mean Victory Capital Holdings, Inc., a Delaware corporation, and its wholly-owned subsidiaries.
Objective
The objective of this section of the Quarterly Report on Form 10-Q is intended to provide a discussion and analysis, from management’s perspective, of the key performance indicators and material information necessary to assess our financial condition and results of operations for the three and nine months ended September 30, 2026 and 2025 and cash flows for the nine months ended September 30, 2026 and 2025. In addition, we also discuss the Company’s contractual and off-balance sheet arrangements. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report"). This discussion and analysis contains forward-looking statements and should also be read in conjunction with the disclosures and information contained in “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in “Item 1A. Risk Factors” included in the 2025 Annual Report.
Overview
Our Business – Victory is a diversified global asset management firm with total client assets of $355.5 billion, assets under management of $351.9 billion and other assets of $3.6 billion as of September 30, 2026. The Company operates a next-generation business model combining boutique investment qualities with the benefits of an integrated, centralized operating and distribution platform.
The Company provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors with multiple autonomous Investment Franchises and a Solutions Platform. Victory Capital offers a wide array of investment products, including actively and passively managed mutual funds, rules-based and active exchange traded funds (“ETFs”), institutional separate accounts, variable insurance products (“VIPs”), alternative investments, private closed end funds, and a 529 Education Savings Plan. Victory Capital’s strategies are also offered through third-party investment products, including mutual funds, third-party ETF model strategies, retail separately managed accounts (“SMAs”) and unified managed accounts (“UMAs”) through wrap account programs, Collective Investment Trusts (“CITs”), and undertakings for the collective investment in transferable securities (“UCITS”). As of September 30, 2026, our Franchises and our Solutions Platform collectively managed a diversified set of 187 investment strategies for a wide range of institutional and retail clients and direct investors.
Franchises – Our Franchises are largely operationally integrated but are separately branded and make investment decisions independently from one another within guidelines established by their respective investment mandates. Our largely integrated model creates a supportive environment in which our investment professionals, largely unencumbered by administrative and operational responsibilities, can focus on their pursuit of investment excellence. VCM employs all of our U.S. investment professionals across our Franchises, which are not separate legal entities.
Solutions – Our Solutions Platform consists of multi‑asset, multi-manager, quantitative, rules-based, factor-based, and customized portfolios. These strategies are designed to achieve specific return characteristics, with products that include values-based and thematic outcomes and exposures. We offer our Solutions Platform through a variety of vehicles, including separate accounts, mutual funds, UMA accounts, and rules-based and active ETFs under our VictoryShares ETF brand. Like our Franchises, our Solutions Platform is operationally integrated and supported by our centralized distribution, marketing, and operational support functions.
Professionals within our institutional and retail distribution channels, direct investor business and marketing organization sell our products through our centralized distribution model. Our institutional sales team focuses on cultivating relationships with institutional consultants, who account for the majority of the institutional market, as well as asset allocators seeking sub-advisers. Our retail sales team offers intermediary and retirement platform clients, including broker-dealers, retirement platforms and RIA networks, mutual funds and ETFs as well as SMAs through wrap fee programs and access to our investment models through UMAs. Our direct investor business serves the investment needs of individual clients.
We have grown our total client assets from $17.9 billion following the management-led buyout in August 2013 to $355.5 billion at September 30, 2026. We attribute this growth to our success in sourcing acquisitions and evolving them into organic growers, generating strong investment returns, and developing institutional, retail, international, and direct investor channels with deep penetration.
24
Table of Contents
Pioneer Investments - On April 1, 2025, the Company completed the transactions contemplated by the Contribution Agreement to combine Amundi’s U.S. business into the Company and reintroduced the brand Pioneer Investments for the acquired business and investment products. The addition of Pioneer Investments as the Company's largest Investment Franchise meaningfully enhances the Company's scale, expands its global client base and further diversifies its investment capabilities. The sequential results reflect Pioneer Investments as of April 1, 2025, which significantly impacted our financial results for the three and nine months ended September 30, 2026 when compared to the comparable period. Refer to Note 3 of the condensed consolidated financial statements for further details related to the acquisition.
Business Highlights
Assets under management:
Investment performance:
Financial highlights:
25
Table of Contents
Key Performance Indicators
The following table is a summary of key performance indicators utilized by management to assess results of operations:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended |
|
||||||||||
($ in millions, except for basis points and percentages) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
AUM at period end |
|
$ |
351,869 |
|
|
$ |
310,644 |
|
|
$ |
351,869 |
|
|
$ |
310,644 |
|
Average AUM |
|
|
350,630 |
|
|
|
303,584 |
|
|
|
333,574 |
|
|
|
254,117 |
|
Gross flows |
|
|
30,816 |
|
|
|
17,296 |
|
|
|
72,422 |
|
|
|
42,513 |
|
AUM net short term flows |
|
|
(2 |
) |
|
|
(48 |
) |
|
|
(290 |
) |
|
|
(236 |
) |
AUM net long term flows |
|
|
11,702 |
|
|
|
(244 |
) |
|
|
15,446 |
|
|
|
(2,108 |
) |
AUM net flows |
|
|
11,700 |
|
|
|
(292 |
) |
|
|
15,156 |
|
|
|
(2,345 |
) |
Total revenue |
|
|
396.6 |
|
|
|
361.2 |
|
|
|
1,219.9 |
|
|
|
932.0 |
|
Revenue realization on average AUM |
|
44.8 bps |
|
|
47.2 bps |
|
|
46.3 bps |
|
|
49.0 bps |
|
||||
Net income |
|
|
91.3 |
|
|
|
96.5 |
|
|
|
342.8 |
|
|
|
217.3 |
|
Adjusted EBITDA(1) |
|
|
212.1 |
|
|
|
190.5 |
|
|
|
658.9 |
|
|
|
485.4 |
|
Adjusted EBITDA Margin(2) |
|
|
53.5 |
% |
|
|
52.7 |
% |
|
|
54.0 |
% |
|
|
52.1 |
% |
Adjusted Net Income(1) |
|
|
152.5 |
|
|
|
130.9 |
|
|
|
467.4 |
|
|
|
331.3 |
|
Tax benefit of goodwill and acquired intangibles(3) |
|
|
10.7 |
|
|
|
10.5 |
|
|
|
31.9 |
|
|
|
30.9 |
|
Adjusted net income with tax benefit per diluted share(4) |
|
$ |
1.98 |
|
|
$ |
1.63 |
|
|
$ |
5.99 |
|
|
$ |
4.59 |
|
26
Table of Contents
The following table presents a reconciliation of our total client assets(1) as of the dates indicated:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Beginning AUM |
|
$ |
342,450 |
|
|
$ |
298,563 |
|
|
$ |
313,775 |
|
|
$ |
171,930 |
|
Beginning other assets |
|
|
3,611 |
|
|
|
3,050 |
|
|
|
2,846 |
|
|
|
4,165 |
|
Beginning total client assets |
|
|
346,061 |
|
|
|
301,613 |
|
|
|
316,621 |
|
|
|
176,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AUM net cash flows |
|
|
11,700 |
|
|
|
(292 |
) |
|
|
15,156 |
|
|
|
(2,345 |
) |
Other assets net cash flows |
|
|
— |
|
|
|
(502 |
) |
|
|
390 |
|
|
|
(1,948 |
) |
Total client assets net cash flows |
|
|
11,700 |
|
|
|
(794 |
) |
|
|
15,546 |
|
|
|
(4,293 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AUM market appreciation (depreciation) |
|
|
(2,208 |
) |
|
|
14,515 |
|
|
|
23,505 |
|
|
|
31,589 |
|
Other assets market appreciation (depreciation) |
|
|
31 |
|
|
|
177 |
|
|
|
406 |
|
|
|
509 |
|
Total client assets market appreciation (depreciation) |
|
|
(2,177 |
) |
|
|
14,692 |
|
|
|
23,911 |
|
|
|
32,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AUM realizations and distributions |
|
|
(56 |
) |
|
|
— |
|
|
|
(518 |
) |
|
|
(24 |
) |
Acquired & divested assets / Net transfers(2) |
|
|
(16 |
) |
|
|
(2,141 |
) |
|
|
(49 |
) |
|
|
109,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ending AUM |
|
|
351,869 |
|
|
|
310,644 |
|
|
|
351,869 |
|
|
|
310,644 |
|
Ending other assets |
|
|
3,642 |
|
|
|
2,726 |
|
|
|
3,642 |
|
|
|
2,726 |
|
Ending total client assets |
|
|
355,511 |
|
|
|
313,370 |
|
|
|
355,511 |
|
|
|
313,370 |
|
Average total client assets |
|
|
354,304 |
|
|
|
306,457 |
|
|
|
336,981 |
|
|
|
257,625 |
|
The following table presents a reconciliation of our total AUM(1) as of the dates indicated:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Beginning AUM |
|
$ |
342,450 |
|
|
$ |
298,563 |
|
|
$ |
313,775 |
|
|
$ |
171,930 |
|
Gross client cash inflows |
|
|
30,816 |
|
|
|
17,296 |
|
|
|
72,422 |
|
|
|
42,513 |
|
Gross client cash outflows |
|
|
(19,116 |
) |
|
|
(17,588 |
) |
|
|
(57,265 |
) |
|
|
(44,858 |
) |
Net client cash flows |
|
|
11,700 |
|
|
|
(292 |
) |
|
|
15,156 |
|
|
|
(2,345 |
) |
Market appreciation (depreciation) |
|
|
(2,208 |
) |
|
|
14,515 |
|
|
|
23,505 |
|
|
|
31,589 |
|
Realizations and distributions |
|
|
(56 |
) |
|
|
— |
|
|
|
(518 |
) |
|
|
(24 |
) |
Acquired & divested assets / Net transfers(2) |
|
|
(16 |
) |
|
|
(2,141 |
) |
|
|
(49 |
) |
|
|
109,493 |
|
Ending AUM |
|
|
351,869 |
|
|
|
310,644 |
|
|
|
351,869 |
|
|
|
310,644 |
|
Average AUM |
|
|
350,630 |
|
|
|
303,584 |
|
|
|
333,574 |
|
|
|
254,117 |
|
27
Table of Contents
The following table presents a reconciliation of our other assets (institutional)(1) as of the dates indicated:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Beginning other assets (institutional) |
|
$ |
3,611 |
|
|
$ |
3,050 |
|
|
$ |
2,846 |
|
|
$ |
4,165 |
|
Gross client cash inflows |
|
|
— |
|
|
|
— |
|
|
|
627 |
|
|
|
— |
|
Gross client cash outflows |
|
|
— |
|
|
|
(502 |
) |
|
|
(237 |
) |
|
|
(1,949 |
) |
Net client cash flows |
|
|
— |
|
|
|
(502 |
) |
|
|
390 |
|
|
|
(1,948 |
) |
Market appreciation (depreciation) |
|
|
31 |
|
|
|
177 |
|
|
|
406 |
|
|
|
509 |
|
Realizations and distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Acquired & divested assets / Net transfers |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Ending other assets (institutional) |
|
|
3,642 |
|
|
|
2,726 |
|
|
|
3,642 |
|
|
|
2,726 |
|
Average other assets (institutional) |
|
|
3,673 |
|
|
|
2,873 |
|
|
|
3,408 |
|
|
|
3,508 |
|
Assets Under Management
Our profitability is largely affected by the level and composition of our AUM (including asset class and distribution channel) and the effective fee rates on our products. The amount and composition of our AUM are, and will continue to be, influenced by a number of factors, including; (i) investment performance, including fluctuations in the financial markets and the quality of our investment decisions; (ii) client flows into and out of our various strategies and investment vehicles; (iii) industry trends toward products or strategies that we either do or do not offer; (iv) our ability to attract and retain high quality investment, distribution, marketing and management personnel; (v) our decision to close strategies or limit growth of assets in a strategy when we believe it is in the best interest of our clients or conversely to re‑open strategies in part or entirely; and (vi) general investor sentiment and confidence. Our goal is to establish and maintain a client base that is diversified by Franchise and Solutions, asset class, distribution channel and vehicle. Due to rounding, AUM numbers presented in the tables below may not add up precisely to the totals provided.
The following table presents our total AUM by asset class as of the dates indicated:
|
|
As of |
|
|||||
|
|
September 30, |
|
|||||
(in millions) |
|
2026 |
|
|
2025 |
|
||
Solutions |
|
$ |
113,935 |
|
|
$ |
86,963 |
|
U.S. Mid Cap Equity |
|
|
27,906 |
|
|
|
31,877 |
|
Fixed Income |
|
|
88,146 |
|
|
|
80,386 |
|
Global / Non-U.S. Equity |
|
|
38,849 |
|
|
|
28,960 |
|
U.S. Small Cap Equity |
|
|
9,652 |
|
|
|
12,722 |
|
U.S. Large Cap Equity |
|
|
65,963 |
|
|
|
63,061 |
|
Alternative Investments |
|
|
3,750 |
|
|
|
3,016 |
|
Total Long-Term Assets |
|
$ |
348,201 |
|
|
$ |
306,985 |
|
Money Market & Short-Term Assets |
|
|
3,668 |
|
|
|
3,660 |
|
Total AUM(1) |
|
$ |
351,869 |
|
|
$ |
310,644 |
|
28
Table of Contents
The following tables summarize our total AUM asset flows by asset class for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
U.S. Mid |
|
|
U.S. Small |
|
|
|
|
|
U.S. Large |
|
|
Global / |
|
|
|
|
|
|
|
|
|
|
|
Money |
|
|
|
|
||||||||||
|
|
Cap |
|
|
Cap |
|
|
Fixed |
|
|
Cap |
|
|
Non-U.S. |
|
|
|
|
|
Alternative |
|
|
Total |
|
|
Market / |
|
|
|
|
||||||||||
(in millions) |
|
Equity |
|
|
Equity |
|
|
Income |
|
|
Equity |
|
|
Equity |
|
|
Solutions |
|
|
Investments |
|
|
Long-term |
|
|
Short-term |
|
|
Total AUM(1) |
|
||||||||||
For the Three Months Ended September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning AUM |
|
$ |
31,285 |
|
|
$ |
11,331 |
|
|
$ |
83,412 |
|
|
$ |
66,390 |
|
|
$ |
37,441 |
|
|
$ |
105,641 |
|
|
$ |
3,365 |
|
|
$ |
338,864 |
|
|
$ |
3,585 |
|
|
$ |
342,450 |
|
Gross client cash inflows |
|
|
780 |
|
|
|
287 |
|
|
|
11,725 |
|
|
|
3,047 |
|
|
|
3,055 |
|
|
|
10,991 |
|
|
|
605 |
|
|
|
30,488 |
|
|
|
327 |
|
|
|
30,816 |
|
Gross client cash outflows |
|
|
(2,744 |
) |
|
|
(1,239 |
) |
|
|
(4,968 |
) |
|
|
(4,041 |
) |
|
|
(1,754 |
) |
|
|
(3,825 |
) |
|
|
(215 |
) |
|
|
(18,787 |
) |
|
|
(329 |
) |
|
|
(19,116 |
) |
Net client cash flows |
|
|
(1,965 |
) |
|
|
(952 |
) |
|
|
6,757 |
|
|
|
(994 |
) |
|
|
1,301 |
|
|
|
7,165 |
|
|
|
389 |
|
|
|
11,702 |
|
|
|
(2 |
) |
|
|
11,700 |
|
Market appreciation / (depreciation) |
|
|
(1,409 |
) |
|
|
(709 |
) |
|
|
(2,029 |
) |
|
|
626 |
|
|
|
166 |
|
|
|
1,092 |
|
|
|
24 |
|
|
|
(2,240 |
) |
|
|
31 |
|
|
|
(2,208 |
) |
Realizations and distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19 |
) |
|
|
(37 |
) |
|
|
(56 |
) |
|
|
— |
|
|
|
(56 |
) |
Acquired & divested assets / Net transfers |
|
|
(5 |
) |
|
|
(18 |
) |
|
|
6 |
|
|
|
(59 |
) |
|
|
(57 |
) |
|
|
56 |
|
|
|
9 |
|
|
|
(69 |
) |
|
|
53 |
|
|
|
(16 |
) |
Ending AUM |
|
$ |
27,906 |
|
|
$ |
9,652 |
|
|
$ |
88,146 |
|
|
$ |
65,963 |
|
|
$ |
38,849 |
|
|
$ |
113,935 |
|
|
$ |
3,750 |
|
|
$ |
348,201 |
|
|
$ |
3,668 |
|
|
$ |
351,869 |
|
For the Three Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning AUM |
|
$ |
31,833 |
|
|
$ |
13,140 |
|
|
$ |
79,752 |
|
|
$ |
61,654 |
|
|
$ |
25,576 |
|
|
$ |
79,988 |
|
|
$ |
2,986 |
|
|
$ |
294,930 |
|
|
$ |
3,632 |
|
|
$ |
298,563 |
|
Gross client cash inflows |
|
|
819 |
|
|
|
307 |
|
|
|
5,816 |
|
|
|
1,960 |
|
|
|
2,923 |
|
|
|
4,921 |
|
|
|
216 |
|
|
|
16,962 |
|
|
|
334 |
|
|
|
17,296 |
|
Gross client cash outflows |
|
|
(2,229 |
) |
|
|
(1,494 |
) |
|
|
(5,491 |
) |
|
|
(3,930 |
) |
|
|
(930 |
) |
|
|
(2,962 |
) |
|
|
(169 |
) |
|
|
(17,206 |
) |
|
|
(382 |
) |
|
|
(17,588 |
) |
Net client cash flows |
|
|
(1,410 |
) |
|
|
(1,187 |
) |
|
|
325 |
|
|
|
(1,970 |
) |
|
|
1,993 |
|
|
|
1,958 |
|
|
|
47 |
|
|
|
(244 |
) |
|
|
(48 |
) |
|
|
(292 |
) |
Market appreciation / (depreciation) |
|
|
1,469 |
|
|
|
977 |
|
|
|
1,247 |
|
|
|
4,003 |
|
|
|
1,695 |
|
|
|
5,112 |
|
|
|
(25 |
) |
|
|
14,478 |
|
|
|
37 |
|
|
|
14,515 |
|
Realizations and distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Acquired & divested assets / Net transfers(2) |
|
|
(14 |
) |
|
|
(209 |
) |
|
|
(939 |
) |
|
|
(626 |
) |
|
|
(304 |
) |
|
|
(95 |
) |
|
|
7 |
|
|
|
(2,180 |
) |
|
|
38 |
|
|
|
(2,141 |
) |
Ending AUM |
|
$ |
31,877 |
|
|
$ |
12,722 |
|
|
$ |
80,386 |
|
|
$ |
63,061 |
|
|
$ |
28,960 |
|
|
$ |
86,963 |
|
|
$ |
3,016 |
|
|
$ |
306,985 |
|
|
$ |
3,660 |
|
|
$ |
310,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
U.S. Mid |
|
|
U.S. Small |
|
|
|
|
|
U.S. Large |
|
|
Global / |
|
|
|
|
|
|
|
|
|
|
|
Money |
|
|
|
|
||||||||||
|
|
Cap |
|
|
Cap |
|
|
Fixed |
|
|
Cap |
|
|
Non-U.S. |
|
|
|
|
|
Alternative |
|
|
Total |
|
|
Market / |
|
|
|
|
||||||||||
(in millions) |
|
Equity |
|
|
Equity |
|
|
Income |
|
|
Equity |
|
|
Equity |
|
|
Solutions |
|
|
Investments |
|
|
Long-term |
|
|
Short-term |
|
|
Total AUM(1) |
|
||||||||||
Nine Months Ended September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning AUM |
|
$ |
29,993 |
|
|
$ |
11,179 |
|
|
$ |
80,544 |
|
|
$ |
63,380 |
|
|
$ |
30,680 |
|
|
$ |
91,228 |
|
|
$ |
3,038 |
|
|
$ |
310,042 |
|
|
$ |
3,733 |
|
|
$ |
313,775 |
|
Gross client cash inflows |
|
|
2,126 |
|
|
|
823 |
|
|
|
25,099 |
|
|
|
7,999 |
|
|
|
9,722 |
|
|
|
24,448 |
|
|
|
1,330 |
|
|
|
71,548 |
|
|
|
873 |
|
|
|
72,422 |
|
Gross client cash outflows |
|
|
(7,437 |
) |
|
|
(3,870 |
) |
|
|
(16,246 |
) |
|
|
(10,914 |
) |
|
|
(5,479 |
) |
|
|
(11,504 |
) |
|
|
(652 |
) |
|
|
(56,103 |
) |
|
|
(1,163 |
) |
|
|
(57,265 |
) |
Net client cash flows |
|
|
(5,311 |
) |
|
|
(3,047 |
) |
|
|
8,853 |
|
|
|
(2,916 |
) |
|
|
4,243 |
|
|
|
12,945 |
|
|
|
678 |
|
|
|
15,446 |
|
|
|
(290 |
) |
|
|
15,156 |
|
Market appreciation / (depreciation) |
|
|
3,242 |
|
|
|
1,544 |
|
|
|
(1,043 |
) |
|
|
5,630 |
|
|
|
4,032 |
|
|
|
9,748 |
|
|
|
260 |
|
|
|
23,412 |
|
|
|
93 |
|
|
|
23,505 |
|
Realizations and distributions |
|
|
— |
|
|
|
— |
|
|
|
(266 |
) |
|
|
— |
|
|
|
— |
|
|
|
(19 |
) |
|
|
(232 |
) |
|
|
(518 |
) |
|
|
— |
|
|
|
(518 |
) |
Acquired & divested assets / Net transfers |
|
|
(18 |
) |
|
|
(24 |
) |
|
|
58 |
|
|
|
(131 |
) |
|
|
(106 |
) |
|
|
33 |
|
|
|
6 |
|
|
|
(181 |
) |
|
|
132 |
|
|
|
(49 |
) |
Ending AUM |
|
$ |
27,906 |
|
|
$ |
9,652 |
|
|
$ |
88,146 |
|
|
$ |
65,963 |
|
|
$ |
38,849 |
|
|
$ |
113,935 |
|
|
$ |
3,750 |
|
|
$ |
348,201 |
|
|
$ |
3,668 |
|
|
$ |
351,869 |
|
Nine Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning AUM |
|
$ |
30,584 |
|
|
$ |
14,785 |
|
|
$ |
24,402 |
|
|
$ |
14,148 |
|
|
$ |
19,095 |
|
|
$ |
62,593 |
|
|
$ |
2,980 |
|
|
$ |
168,586 |
|
|
$ |
3,344 |
|
|
$ |
171,930 |
|
Gross client cash inflows |
|
|
2,776 |
|
|
|
1,209 |
|
|
|
12,759 |
|
|
|
4,299 |
|
|
|
6,579 |
|
|
|
13,377 |
|
|
|
694 |
|
|
|
41,694 |
|
|
|
819 |
|
|
|
42,513 |
|
Gross client cash outflows |
|
|
(5,582 |
) |
|
|
(3,081 |
) |
|
|
(13,048 |
) |
|
|
(7,762 |
) |
|
|
(5,553 |
) |
|
|
(8,023 |
) |
|
|
(754 |
) |
|
|
(43,803 |
) |
|
|
(1,055 |
) |
|
|
(44,858 |
) |
Net client cash flows |
|
|
(2,806 |
) |
|
|
(1,872 |
) |
|
|
(289 |
) |
|
|
(3,463 |
) |
|
|
1,026 |
|
|
|
5,355 |
|
|
|
(59 |
) |
|
|
(2,108 |
) |
|
|
(236 |
) |
|
|
(2,345 |
) |
Market appreciation / (depreciation) |
|
|
1,747 |
|
|
|
168 |
|
|
|
2,747 |
|
|
|
10,831 |
|
|
|
5,354 |
|
|
|
10,529 |
|
|
|
110 |
|
|
|
31,486 |
|
|
|
103 |
|
|
|
31,589 |
|
Realizations and distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(24 |
) |
|
|
(24 |
) |
|
|
— |
|
|
|
(24 |
) |
Acquired & divested assets / Net transfers(2) |
|
|
2,351 |
|
|
|
(358 |
) |
|
|
53,526 |
|
|
|
41,545 |
|
|
|
3,485 |
|
|
|
8,487 |
|
|
|
9 |
|
|
|
109,045 |
|
|
|
448 |
|
|
|
109,493 |
|
Ending AUM |
|
$ |
31,877 |
|
|
$ |
12,722 |
|
|
$ |
80,386 |
|
|
$ |
63,061 |
|
|
$ |
28,960 |
|
|
$ |
86,963 |
|
|
$ |
3,016 |
|
|
$ |
306,985 |
|
|
$ |
3,660 |
|
|
$ |
310,644 |
|
29
Table of Contents
30
Table of Contents
The following table presents our total AUM by distribution channel as of the dates indicated:
|
|
As of September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
(in millions) |
|
Amount |
|
|
% of total |
|
|
Amount |
|
|
% of total |
|
||||
Investor |
|
$ |
63,974 |
|
|
|
18 |
% |
|
$ |
63,059 |
|
|
|
20 |
% |
Non-US |
|
|
65,838 |
|
|
|
19 |
% |
|
|
52,160 |
|
|
|
17 |
% |
Institutional |
|
|
92,817 |
|
|
|
26 |
% |
|
|
78,837 |
|
|
|
25 |
% |
Retail |
|
|
129,240 |
|
|
|
37 |
% |
|
|
116,588 |
|
|
|
38 |
% |
Total AUM(1)(2) |
|
$ |
351,869 |
|
|
|
100 |
% |
|
$ |
310,644 |
|
|
|
100 |
% |
The following table presents our total AUM by region as of the dates indicated:
|
|
As of September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
(in millions) |
|
Amount |
|
|
% of total |
|
|
Amount |
|
|
% of total |
|
||||
U.S. |
|
$ |
286,031 |
|
|
|
81 |
% |
|
$ |
258,484 |
|
|
|
83 |
% |
Non-U.S. |
|
|
65,838 |
|
|
|
19 |
% |
|
|
52,160 |
|
|
|
17 |
% |
Total AUM(1) |
|
$ |
351,869 |
|
|
|
100 |
% |
|
$ |
310,644 |
|
|
|
100 |
% |
The following tables summarize our asset flows by vehicle for the periods indicated:
|
|
|
|
|
|
|
|
Separate |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Accounts and |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Other Pooled |
|
|
|
|
||||
(in millions) |
|
Mutual Funds(1) |
|
|
ETFs(2) |
|
|
Vehicles(3) |
|
|
Total AUM(4) |
|
||||
Three Months Ended September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning AUM |
|
$ |
180,696 |
|
|
$ |
19,171 |
|
|
$ |
142,583 |
|
|
$ |
342,450 |
|
Gross client cash inflows |
|
|
8,790 |
|
|
|
4,251 |
|
|
|
17,775 |
|
|
|
30,816 |
|
Gross client cash outflows |
|
|
(9,962 |
) |
|
|
(352 |
) |
|
|
(8,802 |
) |
|
|
(19,116 |
) |
Net client cash flows |
|
|
(1,173 |
) |
|
|
3,899 |
|
|
|
8,973 |
|
|
|
11,700 |
|
Market appreciation (depreciation) |
|
|
(1,395 |
) |
|
|
511 |
|
|
|
(1,324 |
) |
|
|
(2,208 |
) |
Realizations and distributions |
|
|
— |
|
|
|
— |
|
|
|
(56 |
) |
|
|
(56 |
) |
Acquired & divested assets / Net transfers |
|
|
— |
|
|
|
— |
|
|
|
(16 |
) |
|
|
(16 |
) |
Ending AUM |
|
$ |
178,128 |
|
|
$ |
23,582 |
|
|
$ |
150,159 |
|
|
$ |
351,869 |
|
Three Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning AUM |
|
$ |
167,973 |
|
|
$ |
11,975 |
|
|
$ |
118,615 |
|
|
$ |
298,563 |
|
Gross client cash inflows |
|
|
7,088 |
|
|
|
1,573 |
|
|
|
8,635 |
|
|
|
17,296 |
|
Gross client cash outflows |
|
|
(9,081 |
) |
|
|
(320 |
) |
|
|
(8,187 |
) |
|
|
(17,588 |
) |
Net client cash flows |
|
|
(1,993 |
) |
|
|
1,252 |
|
|
|
449 |
|
|
|
(292 |
) |
Market appreciation (depreciation) |
|
|
8,218 |
|
|
|
560 |
|
|
|
5,737 |
|
|
|
14,515 |
|
Realizations and distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Acquired & divested assets / Net transfers(5) |
|
|
(1,276 |
) |
|
|
— |
|
|
|
(866 |
) |
|
|
(2,141 |
) |
Ending AUM |
|
$ |
172,923 |
|
|
$ |
13,786 |
|
|
$ |
123,935 |
|
|
$ |
310,644 |
|
31
Table of Contents
|
|
|
|
|
|
|
|
Separate |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Accounts and |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Other Pooled |
|
|
|
|
||||
(in millions) |
|
Mutual Funds(1) |
|
|
ETFs(2) |
|
|
Vehicles(3) |
|
|
Total AUM(4) |
|
||||
Nine Months Ended September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning AUM |
|
$ |
172,203 |
|
|
$ |
15,049 |
|
|
$ |
126,523 |
|
|
$ |
313,775 |
|
Gross client cash inflows |
|
|
23,854 |
|
|
|
7,556 |
|
|
|
41,011 |
|
|
|
72,422 |
|
Gross client cash outflows |
|
|
(31,509 |
) |
|
|
(1,157 |
) |
|
|
(24,599 |
) |
|
|
(57,265 |
) |
Net client cash flows |
|
|
(7,655 |
) |
|
|
6,399 |
|
|
|
16,412 |
|
|
|
15,156 |
|
Market appreciation (depreciation) |
|
|
13,605 |
|
|
|
2,167 |
|
|
|
7,733 |
|
|
|
23,505 |
|
Realizations and distributions |
|
|
— |
|
|
|
— |
|
|
|
(518 |
) |
|
|
(518 |
) |
Acquired & divested assets / Net transfers |
|
|
(25 |
) |
|
|
(33 |
) |
|
|
9 |
|
|
|
(49 |
) |
Ending AUM |
|
$ |
178,128 |
|
|
$ |
23,582 |
|
|
$ |
150,159 |
|
|
$ |
351,869 |
|
Nine Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning AUM |
|
$ |
113,645 |
|
|
$ |
7,508 |
|
|
$ |
50,777 |
|
|
$ |
171,930 |
|
Gross client cash inflows |
|
|
17,346 |
|
|
|
6,202 |
|
|
|
18,965 |
|
|
|
42,513 |
|
Gross client cash outflows |
|
|
(25,125 |
) |
|
|
(835 |
) |
|
|
(18,897 |
) |
|
|
(44,858 |
) |
Net client cash flows |
|
|
(7,779 |
) |
|
|
5,367 |
|
|
|
68 |
|
|
|
(2,345 |
) |
Market appreciation (depreciation) |
|
|
17,440 |
|
|
|
829 |
|
|
|
13,320 |
|
|
|
31,589 |
|
Realizations and distributions |
|
|
— |
|
|
|
— |
|
|
|
(24 |
) |
|
|
(24 |
) |
Acquired & divested assets / Net transfers(5) |
|
|
49,617 |
|
|
|
82 |
|
|
|
59,794 |
|
|
|
109,493 |
|
Ending AUM |
|
$ |
172,923 |
|
|
$ |
13,786 |
|
|
$ |
123,935 |
|
|
$ |
310,644 |
|
September 30, 2026 AUM compared to June 30, 2026 AUM. At September 30, 2026, our total AUM was $351.9 billion, an increase of $9.4 billion, or 2.8%, from $342.5 billion at June 30, 2026, primarily due to net inflows of $11.7 billion partially offset by negative market action of $2.2 billion.
Net inflows were driven by our fixed income strategies, global non-U.S. equity strategies, Solutions platform, and alternative investments of $6.8 billion, $1.3 billion, $7.2 billion, $0.4 billion, respectively, partially offset by net outflows from our U.S. mid cap, U.S. small cap, and U.S. large cap equity strategies of $2.0 billion, $1.0 billion, and $1.0 billion, respectively.
September 30, 2026 AUM compared to December 31, 2025 AUM. At September 30, 2026, our total AUM was $351.9 billion, an increase of $38.1 billion, or 12.1%, from $313.8 billion at December 31, 2025, primarily due to positive market action of $23.5 billion and net inflows of $15.2 billion.
Net inflows were driven by our fixed income strategies, global non-U.S. equity strategies, Solutions platform, and alternative investments of $8.9 billion, $4.2 billion, $12.9 billion, and $0.7 billion, respectively, partially offset by net outflows from our U.S. mid cap, U.S. small cap, and U.S. large cap equity strategies of $5.3 billion, $3.0 billion, and $2.9 billion, respectively.
32
Table of Contents
GAAP Results of Operations
The following table presents our GAAP results of operations for the three and nine months ended September 30, 2026 and 2025.
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment management fees |
|
$ |
322,085 |
|
|
$ |
288,509 |
|
|
$ |
33,576 |
|
|
|
12 |
% |
Fund administration and distribution fees |
|
|
74,488 |
|
|
|
72,686 |
|
|
|
1,802 |
|
|
|
2 |
% |
Total revenue |
|
|
396,573 |
|
|
|
361,195 |
|
|
|
35,378 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel compensation and benefits |
|
|
126,001 |
|
|
|
96,983 |
|
|
|
29,018 |
|
|
|
30 |
% |
Distribution and other asset-based expenses |
|
|
72,403 |
|
|
|
66,160 |
|
|
|
6,243 |
|
|
|
9 |
% |
General and administrative |
|
|
22,899 |
|
|
|
23,463 |
|
|
|
(564 |
) |
|
|
-2 |
% |
Depreciation and amortization |
|
|
20,516 |
|
|
|
22,032 |
|
|
|
(1,516 |
) |
|
|
-7 |
% |
Change in value of consideration payable for acquisition of business |
|
|
561 |
|
|
|
3,841 |
|
|
|
(3,280 |
) |
|
|
-85 |
% |
Acquisition-related costs |
|
|
15,529 |
|
|
|
379 |
|
|
|
15,150 |
|
|
|
3997 |
% |
Restructuring and integration costs |
|
|
941 |
|
|
|
10,211 |
|
|
|
(9,270 |
) |
|
|
-91 |
% |
Total operating expenses |
|
|
258,850 |
|
|
|
223,069 |
|
|
|
35,781 |
|
|
|
16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from operations |
|
|
137,723 |
|
|
|
138,126 |
|
|
|
(403 |
) |
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income and other income |
|
|
82 |
|
|
|
4,875 |
|
|
|
(4,793 |
) |
|
|
-98 |
% |
Interest expense and other financing costs |
|
|
(13,865 |
) |
|
|
(13,113 |
) |
|
|
(752 |
) |
|
|
6 |
% |
Loss on debt extinguishment |
|
|
— |
|
|
|
(614 |
) |
|
|
614 |
|
|
|
-100 |
% |
Total other expense, net |
|
|
(13,783 |
) |
|
|
(8,852 |
) |
|
|
(4,931 |
) |
|
|
56 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before income taxes |
|
|
123,940 |
|
|
|
129,274 |
|
|
|
(5,334 |
) |
|
|
-4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense |
|
|
(32,639 |
) |
|
|
(32,733 |
) |
|
|
94 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
91,301 |
|
|
$ |
96,541 |
|
|
$ |
(5,240 |
) |
|
|
-5 |
% |
Preferred stock dividends |
|
|
(10,018 |
) |
|
|
(9,696 |
) |
|
|
|
|
|
|
||
Net income attributable to preferred stockholders |
|
|
(12,254 |
) |
|
|
(12,528 |
) |
|
|
|
|
|
|
||
Net income attributable to common stockholders |
|
$ |
69,029 |
|
|
$ |
74,317 |
|
|
|
|
|
|
-7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
1.12 |
|
|
$ |
1.12 |
|
|
|
|
|
|
|
||
Diluted |
|
$ |
1.11 |
|
|
$ |
1.11 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
61,740 |
|
|
|
66,206 |
|
|
|
|
|
|
|
||
Diluted |
|
|
62,471 |
|
|
|
66,964 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dividends declared per share of common stock |
|
$ |
0.50 |
|
|
$ |
0.49 |
|
|
|
|
|
|
|
||
33
Table of Contents
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment management fees |
|
$ |
1,000,697 |
|
|
$ |
744,116 |
|
|
$ |
256,581 |
|
|
|
34 |
% |
Fund administration and distribution fees |
|
|
219,226 |
|
|
|
187,893 |
|
|
|
31,333 |
|
|
|
17 |
% |
Total revenue |
|
|
1,219,923 |
|
|
|
932,009 |
|
|
|
287,914 |
|
|
|
31 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel compensation and benefits |
|
|
357,356 |
|
|
|
262,037 |
|
|
|
95,319 |
|
|
|
36 |
% |
Distribution and other asset-based expenses |
|
|
208,403 |
|
|
|
163,676 |
|
|
|
44,727 |
|
|
|
27 |
% |
General and administrative |
|
|
66,429 |
|
|
|
61,172 |
|
|
|
5,257 |
|
|
|
9 |
% |
Depreciation and amortization |
|
|
61,677 |
|
|
|
51,258 |
|
|
|
10,419 |
|
|
|
20 |
% |
Change in value of consideration payable for acquisition of business |
|
|
6,139 |
|
|
|
8,339 |
|
|
|
(2,200 |
) |
|
|
-26 |
% |
Acquisition-related costs |
|
|
22,534 |
|
|
|
34,909 |
|
|
|
(12,375 |
) |
|
|
-35 |
% |
Restructuring and integration costs |
|
|
6,728 |
|
|
|
25,370 |
|
|
|
(18,642 |
) |
|
|
-73 |
% |
Total operating expenses |
|
|
729,266 |
|
|
|
606,761 |
|
|
|
122,505 |
|
|
|
20 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from operations |
|
|
490,657 |
|
|
|
325,248 |
|
|
|
165,409 |
|
|
|
51 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income and other income |
|
|
10,559 |
|
|
|
11,585 |
|
|
|
(1,026 |
) |
|
|
-9 |
% |
Interest expense and other financing costs |
|
|
(40,138 |
) |
|
|
(39,558 |
) |
|
|
(580 |
) |
|
|
1 |
% |
Loss on debt extinguishment |
|
|
(2,028 |
) |
|
|
(614 |
) |
|
|
(1,414 |
) |
|
|
230 |
% |
Total other expense, net |
|
|
(31,607 |
) |
|
|
(28,587 |
) |
|
|
(3,020 |
) |
|
|
11 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before income taxes |
|
|
459,050 |
|
|
|
296,661 |
|
|
|
162,389 |
|
|
|
55 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense |
|
|
(116,205 |
) |
|
|
(79,411 |
) |
|
|
(36,794 |
) |
|
|
46 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
342,845 |
|
|
$ |
217,250 |
|
|
$ |
125,595 |
|
|
|
58 |
% |
Preferred stock dividends |
|
|
(29,806 |
) |
|
|
(19,369 |
) |
|
|
|
|
|
|
||
Net income attributable to preferred stockholders |
|
|
(53,084 |
) |
|
|
(15,913 |
) |
|
|
|
|
|
|
||
Net income attributable to common stockholders |
|
$ |
259,955 |
|
|
$ |
181,968 |
|
|
|
|
|
|
43 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
4.16 |
|
|
$ |
2.77 |
|
|
|
|
|
|
|
||
Diluted |
|
$ |
4.11 |
|
|
$ |
2.73 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
62,502 |
|
|
|
65,728 |
|
|
|
|
|
|
|
||
Diluted |
|
|
63,301 |
|
|
|
66,620 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dividends declared per share of common stock |
|
$ |
1.49 |
|
|
$ |
1.45 |
|
|
|
|
|
|
|
||
Investment Management Fees
Three months ended September 30, 2026 compared to September 30, 2025. Investment management fees increased by $33.6 million, or 11.6%, to $322.1 million for the three months ended September 30, 2026 from $288.5 million for the same period in 2025 due to an increase in average AUM year over year. Average AUM was $350.6 billion for the three months ended September 30, 2026 compared to $303.6 billion for the same period in 2025.
Nine months ended September 30, 2026 compared to September 30, 2025. Investment management fees increased by $256.6 million, or 34.5%, to $1.0 billion for the nine months ended September 30, 2026 from $744.1 million for the same
34
Table of Contents
period in 2025 due the crystallization of certain annual fees received in the second quarter and an increase in average AUM. Average AUM was $333.6 billion for the nine months ended September 30, 2026 compared to $254.1 billion for the same period in 2025.
Fund Administration and Distribution Fees
Three months ended September 30, 2026 compared to September 30, 2025. Fund administration and distribution fees increased by $1.8 million, or 2.5%, to $74.5 million for the three months ended September 30, 2026 from $72.7 million for the same period in 2025 primarily due to an increase in fund administration fees as a result of higher mutual fund average net assets.
Nine months ended September 30, 2026 compared to September 30, 2025. Fund administration and distribution fees increased by $31.3 million, or 16.7%, to $219.2 million for the nine months ended September 30, 2026 from $187.9 million for the same period in 2025 primarily due to the same factors discussed above in the quarterly section.
Personnel Compensation and Benefits
The following table presents the components of GAAP personnel compensation and benefits expense for the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Salaries, payroll related taxes and employee benefits |
|
$ |
30,712 |
|
|
$ |
37,935 |
|
|
$ |
108,654 |
|
|
$ |
101,087 |
|
Incentive compensation |
|
|
40,518 |
|
|
|
36,403 |
|
|
|
139,900 |
|
|
|
98,186 |
|
Sales-based compensation(1) |
|
|
14,980 |
|
|
|
10,031 |
|
|
|
36,778 |
|
|
|
27,863 |
|
Equity awards granted to employees and directors(2) |
|
|
36,458 |
|
|
|
5,646 |
|
|
|
59,646 |
|
|
|
14,808 |
|
Acquisition and transaction-related compensation |
|
|
3,333 |
|
|
|
6,968 |
|
|
|
12,378 |
|
|
|
20,093 |
|
Total personnel compensation and benefits expense |
|
$ |
126,001 |
|
|
$ |
96,983 |
|
|
$ |
357,356 |
|
|
$ |
262,037 |
|
Three months ended September 30, 2026 compared to September 30, 2025. Personnel compensation and benefits were $126.0 million for the third quarter of 2026, an increase of $29.0 million, or 29.9%, from $97.0 million for the same period in 2025. Equity awards granted to employees and directors, incentive compensation expense, and sales-based compensation expense increased $30.8 million, $4.1 million, and $4.9 million, respectively, primarily due to the vesting of Tranche's 1 and 2 of the Founder's Plan performance-stock award and an increase in variable compensation expense as a result of an increase in operating results. Salaries, payroll related taxes and employee benefits expense and transaction-related compensation decreased $7.2 million and $3.6 million, respectively.
Nine months ended September 30, 2026 compared to September 30, 2025. Personnel compensation and benefits were $357.4 million for the nine months ended September 30, 2026, an increase of $95.3 million, or 36.4%, from $262.0 million for the same period in 2025. Equity awards granted to employees and directors, incentive compensation expense, sales based compensation expense and salaries, payroll related taxes and employee benefits expense increased $44.8 million, $41.7 million, $8.9 million, and $7.6 million, respectively, primarily due to the vesting of Tranche's 1 and 2 of the Founder's Plan performance-stock award, an expanded business, and an increase in variable costs as a result of an increase in operating results. Acquisition and transaction-related compensation decreased $7.7 million due to a decrease in contingent payment compensation expense.
Distribution and Other Asset‑Based Expenses
The following table presents the components of distribution and other asset-based expenses for the three and nine months ended September 30, 2026 and 2025:
35
Table of Contents
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Broker-dealer distribution fees |
|
$ |
23,253 |
|
|
$ |
22,497 |
|
|
$ |
68,373 |
|
|
$ |
48,130 |
|
Platform distribution fees |
|
|
36,003 |
|
|
|
33,518 |
|
|
|
105,097 |
|
|
|
86,573 |
|
Sub-administration |
|
|
6,329 |
|
|
|
5,538 |
|
|
|
17,856 |
|
|
|
15,202 |
|
Sub-advisory |
|
|
1,984 |
|
|
|
1,934 |
|
|
|
6,180 |
|
|
|
5,484 |
|
Middle-office |
|
|
4,834 |
|
|
|
2,673 |
|
|
|
10,897 |
|
|
|
8,287 |
|
Total distribution and other asset-based expenses |
|
$ |
72,403 |
|
|
$ |
66,160 |
|
|
$ |
208,403 |
|
|
$ |
163,676 |
|
Three months ended September 30, 2026 compared to September 30, 2025. Distribution and other asset-based expenses were $72.4 million for the three months ended September 30, 2026, compared to $66.2 million for the same period in 2025. The increase of $6.2 million, or 9.4% was primarily due to higher broker-dealer and platform distribution fees over the comparable period as a result of higher average AUM and an expanded business.
Nine months ended September 30, 2026 compared to September 30, 2025. Distribution and other asset-based expenses were $208.4 million for the nine months ended September 30, 2026, compared to $163.7 million for the same period in 2025. The increase of $44.7 million, or 27.3% was primarily due to higher broker-dealer and platform distribution fees over the comparable period as a result of higher average AUM and an expanded business.
General and Administrative
Three months ended September 30, 2026 compared to September 30, 2025. General and administrative expenses were $22.9 million for the three months ended September 30, 2026 compared to $23.5 million for the same period in 2025. The decrease of $0.6 million, or 2.4%, was primarily due to decreases in professional and technology related expenses.
Nine months ended September 30, 2026 compared to September 30, 2025. General and administrative expenses were $66.4 million for the nine months ended September 30, 2026 compared to $61.2 million for the same period in 2025. The increase of $5.3 million, or 8.6%, was primarily due to increases in professional fees and technology related expenses.
Depreciation and Amortization
Three months ended September 30, 2026 compared to September 30, 2025. Depreciation and amortization decreased $1.5 million, or 6.9%, to $20.5 million for the three months ended September 30, 2026 from $22.0 million for the same period in 2025, primarily due to a decrease in depreciation expense related to information technology equipment.
Nine months ended September 30, 2026 compared to September 30, 2025. Depreciation and amortization increased $10.4 million, or 20.3%, to $61.7 million for the nine months ended September 30, 2026 from $51.3 million for the same period in 2025, primarily due to nine months worth of amortization expense of definite-lived intangible assets associated with the Amundi US acquisition in 2026 compared with six months worth of amortization expense of definite-lived intangible assets associated with Amundi US acquisition in 2025.
Change in Value of Consideration Payable for Acquisition of Business
Three months ended September 30, 2026 compared to September 30, 2025. The change in value of consideration payable for acquisition of business decreased $3.3 million as a result of an increase of $0.6 million in the fair value of contingent consideration associated with the WestEnd Acquisition for the three months ended September 30, 2026 compared to an increase of $3.8 million for the three months ended September 30, 2025. Refer to Note 3, Acquisitions, for further details on the fair value of contingent consideration payable.
Nine months ended September 30, 2026 compared to September 30, 2025. The change in value of consideration payable for acquisition of business decreased $2.2 million as a result of an increase of $6.1 million in the fair value of contingent consideration associated with the WestEnd Acquisition for the nine months ended September 30, 2026 compared to an increase of $8.3 million for the nine months ended September 30, 2025. Refer to Note 3, Acquisitions, for further details on the fair value of contingent consideration payable.
Acquisition‑Related Costs
Three months ended September 30, 2026 compared to September 30, 2025. Acquisition-related costs were $15.5 million for the three months ended September 30, 2026, compared to expense of $0.4 million for the same period in 2025. The increase of $15.2 million was due to an increase in legal and professional fees.
36
Table of Contents
Nine months ended September 30, 2026 compared to September 30, 2025. Acquisition-related costs were $22.5 million for the nine months ended September 30, 2026, compared to $34.9 million for the same period in 2025. The decrease of $12.4 million was due to a decrease in legal and professional fees.
Restructuring and Integration Costs
Three months ended September 30, 2026 compared to September 30, 2025. Restructuring and integration costs for the three months ended September 30, 2026 and 2025 were $0.9 million and $10.2 million, respectively. The decrease in restructuring and integration costs for the three months ended September 30, 2026 and 2025 were primarily due to a decrease in integration and conversions related costs associated with the Amundi US acquisition.
Nine months ended September 30, 2026 compared to September 30, 2025. Restructuring and integration costs for the nine months ended September 30, 2026 and 2025 were $6.7 million and $25.4 million, respectively. The decrease is due to the same factors discussed in the quarterly section.
Interest Income and Other Income
Three months ended September 30, 2026 compared to September 30, 2025. Interest income and other income/(expense) was income of $0.1 million and $4.9 million for the three months ended September 30, 2026 and 2025, respectively. The decrease is primarily due to a decrease in the net unrealized fair value of deferred compensation plan investments over the comparable period.
Nine months ended September 30, 2026 compared to September 30, 2025. Interest income and other income/(expense) was income of $10.6 million and $11.6 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease is due to the same factors discussed in the quarterly section.
Interest Expense and Other Financing Costs
Three months ended September 30, 2026 compared to September 30, 2025. Interest expense and other financing costs increased $0.8 million to $13.9 million for the three months ended September 30, 2026, compared to $13.1 million for the same period in 2025 due a decrease in the deferred gain on the termination of the Swap, partially offset by a decrease in the average interest rate. Refer to Note 10, Debt, and Note 13, Derivatives, for further details.
Nine months ended September 30, 2026 compared to September 30, 2025. Interest expense and other financing costs were relatively flat, increasing $0.6 million to $40.1 million for the nine months ended September 30, 2026, compared to $39.6 million for the same period in 2025.
Loss on Debt Extinguishment
Three months ended September 30, 2026 compared to September 30, 2025. For the three months ended September 30, 2026, the Company had no losses on debt extinguishment. For the three months ended September 30, 2025, loss on debt extinguishment was $0.6 million and related to the write-off of unamortized debt issuance costs and unamortized debt discount as a result of debt refinancing. Refer to Note 10, Debt, for further details.
Nine months ended September 30, 2026 compared to September 30, 2025. For the nine months ended September 30, 2026 and 2025, loss on debt extinguishment was $2.0 million and $0.6 million, respectively, and was due to the write-off of unamortized debt issuance costs and unamortized debt discount as a result of debt refinancing. Refer to Note 10, Debt, for further details.
Income Tax Expense
Three months ended September 30, 2026 compared to September 30, 2025. The effective tax rate for the three months ended September 30, 2026 and 2025 was 26.3% and 25.3%, respectively. The higher effective tax rate in 2026 is mainly due to an increase in non-deductible expenses.
Nine months ended September 30, 2026 compared to September 30, 2025. The effective tax rate for the nine months ended September 30, 2026 and 2025 was 25.3% and 26.8%, respectively. The year-over-year decrease in the effective tax rate is primarily driven by an increase in excess tax benefits on share-based compensation.
Supplemental Non‑GAAP Financial Information
We use non-GAAP performance measures to evaluate the underlying operations of our business. Due to our acquisitive nature, there are a number of acquisition and restructuring related expenses included in GAAP measures that we believe distort the economic value of our organization and we believe that many investors use this information when assessing the financial performance of companies in the investment management industry. We have included these non-GAAP measures
37
Table of Contents
to provide investors with the same financial metrics used by management to assess the operating performance of our Company. The non-GAAP measures we report are "Adjusted EBITDA" and "Adjusted Net Income."
The following table sets forth a reconciliation from GAAP financial measures to non-GAAP measures for the periods indicated:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Reconciliation of non-GAAP financial measures: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (GAAP) |
|
$ |
91,301 |
|
|
$ |
96,541 |
|
|
$ |
342,845 |
|
|
$ |
217,250 |
|
Income tax expense |
|
|
(32,639 |
) |
|
|
(32,733 |
) |
|
|
(116,205 |
) |
|
|
(79,411 |
) |
Income before income taxes |
|
$ |
123,940 |
|
|
$ |
129,274 |
|
|
$ |
459,050 |
|
|
$ |
296,661 |
|
Interest expense(1) |
|
|
14,114 |
|
|
|
12,136 |
|
|
|
40,055 |
|
|
|
36,857 |
|
Depreciation(2) |
|
|
2,218 |
|
|
|
3,295 |
|
|
|
6,785 |
|
|
|
8,699 |
|
Other business taxes(3) |
|
|
481 |
|
|
|
637 |
|
|
|
357 |
|
|
|
2,252 |
|
Amortization of acquisition-related intangible assets(4) |
|
|
18,297 |
|
|
|
18,737 |
|
|
|
54,891 |
|
|
|
42,559 |
|
Share-based compensation(5) |
|
|
32,547 |
|
|
|
2,022 |
|
|
|
46,968 |
|
|
|
5,182 |
|
Acquisition, restructuring and exit costs(6) |
|
|
20,364 |
|
|
|
21,400 |
|
|
|
47,779 |
|
|
|
88,711 |
|
Debt issuance costs(7) |
|
|
174 |
|
|
|
2,950 |
|
|
|
2,987 |
|
|
|
4,454 |
|
Adjusted EBITDA |
|
$ |
212,135 |
|
|
$ |
190,451 |
|
|
$ |
658,872 |
|
|
$ |
485,375 |
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Reconciliation of non-GAAP financial measures: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (GAAP) |
|
$ |
91,301 |
|
|
$ |
96,541 |
|
|
$ |
342,845 |
|
|
$ |
217,250 |
|
Adjustments to reflect the operating performance of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
i. Other business taxes(3) |
|
|
481 |
|
|
|
637 |
|
|
|
357 |
|
|
|
2,252 |
|
ii. Amortization of acquisition-related intangible assets(4) |
|
|
18,297 |
|
|
|
18,737 |
|
|
|
54,891 |
|
|
|
42,559 |
|
iii. Share-based compensation(5) |
|
|
32,547 |
|
|
|
2,022 |
|
|
|
46,968 |
|
|
|
5,182 |
|
iv. Acquisition, restructuring and exit costs(6) |
|
|
20,364 |
|
|
|
21,400 |
|
|
|
47,779 |
|
|
|
88,711 |
|
v. Debt issuance costs(7) |
|
|
174 |
|
|
|
2,950 |
|
|
|
2,987 |
|
|
|
4,454 |
|
Tax effect of above adjustments(8) |
|
|
(10,646 |
) |
|
|
(11,437 |
) |
|
|
(28,471 |
) |
|
|
(29,094 |
) |
Adjusted Net Income |
|
$ |
152,518 |
|
|
$ |
130,850 |
|
|
$ |
467,356 |
|
|
$ |
331,314 |
|
Tax benefit of goodwill and acquired intangibles(9) |
|
$ |
10,716 |
|
|
$ |
10,487 |
|
|
$ |
31,947 |
|
|
$ |
30,883 |
|
Weighted average number of shares outstanding - diluted (GAAP) |
|
|
62,471 |
|
|
|
66,964 |
|
|
|
63,301 |
|
|
|
66,620 |
|
Weighted average number of shares outstanding - diluted (Non-GAAP)(10) |
|
|
82,508 |
|
|
|
86,751 |
|
|
|
83,310 |
|
|
|
78,833 |
|
Adjusted net income with tax benefit per diluted share |
|
$ |
1.98 |
|
|
$ |
1.63 |
|
|
$ |
5.99 |
|
|
$ |
4.59 |
|
Adjustments made to GAAP Net Income to calculate Adjusted EBITDA and Adjusted Net Income, as applicable, are:
38
Table of Contents
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Acquisition-related costs |
|
$ |
15,529 |
|
|
$ |
379 |
|
|
$ |
22,534 |
|
|
$ |
34,909 |
|
Restructuring and integration costs |
|
|
941 |
|
|
|
10,211 |
|
|
|
6,728 |
|
|
|
25,370 |
|
Change in value of consideration payable for acquisition of business |
|
|
561 |
|
|
|
3,841 |
|
|
|
6,139 |
|
|
|
8,339 |
|
Personnel compensation and benefits |
|
|
3,333 |
|
|
|
6,969 |
|
|
|
12,378 |
|
|
|
20,093 |
|
Total acquisition, restructuring and exit costs |
|
$ |
20,364 |
|
|
$ |
21,400 |
|
|
$ |
47,779 |
|
|
$ |
88,711 |
|
Non-GAAP measures should be considered in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP. Our non-GAAP measures may differ from similar measures at other companies, even if similar terms are used to identify these measures.
Liquidity and Capital Resources
Our primary uses of cash relate to repayment of our debt obligations, funding of acquisitions and working capital needs, repurchasing of shares and payment of dividends, which are all expected to be met through cash generated from our operations and available capital resources.
The following table shows our liquidity position as of September 30, 2026 and December 31, 2025.
|
|
September 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Cash and cash equivalents |
|
$ |
207,724 |
|
|
$ |
163,690 |
|
Accounts and other receivables |
|
|
188,759 |
|
|
|
181,141 |
|
Undrawn commitment on credit facility |
|
|
100,000 |
|
|
|
100,000 |
|
Accounts and other payables |
|
|
(172,475 |
) |
|
|
(158,742 |
) |
We manage our cash balances in order to fund our day-to-day operations. Our accounts receivable consists primarily of investment management fees that have been earned but not yet received from clients, income and other taxes receivable, and amounts receivable from the funds. We perform a review of our receivables on a monthly basis to assess collectability. We maintained a $100.0 million revolving credit facility at September 30, 2026 and December 31, 2025 (under the 2019 Credit Agreement) which had approximately $100.0 million undrawn as of September 30, 2026 and December 31, 2025.
2019 Credit Agreement
Since 2019, the Company is a party to a credit agreement (the "2019 Credit Agreement"), which includes both a revolving credit facility (the “Revolving Facility”) with aggregate commitments of $100.0 million (with a $10.0 million sub-limit for the issuance of letters of credit) and a term loan with an aggregate principal amount of $985.0 million (the “Existing Term Loans”). The Revolving Facility matures on September 23, 2030 and the Existing Term Loans mature on September 23, 2032.
On September 23, 2025, pursuant to the Sixth Amendment of the 2019 Credit Agreement, the Company extended the maturity date of the first lien revolving credit facility (the "Revolving Facility") from March 31, 2026 to September 23, 2030 and decreased the drawn interest rate margin by 0.25% per annum. The Company also refinanced its Existing Term Loans with the Repriced Term Loans in an aggregate principal amount of $985 million.
On May 18, 2026, pursuant to the Seventh Amendment of the 2019 Credit Agreement, the Company refinanced its existing term loans (the "Existing Term Loans") with repriced term loans (the "Repriced Term Loans") which will bear interest at an annual rate equal to, at the option of the Company, either SOFR plus a margin of 1.75% or an alternate base rate plus a margin of 0.75%.
39
Table of Contents
The Company elects to use three-month Term SOFR plus a margin of 1.75% required by the 2019 Credit Agreement to pay interest on its debt.
Pursuant to ASC 470-50, Debt - Modifications and Extinguishments, the Company evaluated the Repriced Term Loans on a lender-by-lender basis and accounted accordingly for debt extinguishment costs and debt modification costs (for the portion of the transaction that did not meet the accounting criteria for debt extinguishment). On the unaudited Condensed Consolidated Statement of Cash Flows, the financing cash outflows and inflows associated with each amendment were determined on a lender-by-lender basis and repayments during the nine months ended September 30, 2026 and 2025 totaled $314.0 million and $235.8 million, respectively. During the nine months ended September 30, 2026, the Company incurred costs of $2.4 million related to the Seventh Amendment, of which $2.0 million was recorded as a loss on debt extinguishment and $0.4 million was recognized as general and administrative expense in the unaudited Condensed Consolidated Statement of Operations. During the three and nine months ended September 2025, the Company incurred costs of $2.2 million related to the Sixth Amendment, of which $1.6 million was recorded in general and administrative expense and $0.6 million was recognized as a loss on debt extinguishment in the unaudited Condensed Consolidated Statement of Operations.
There were no financing cash outflows or inflows or costs incurred associated with this transaction during the three months ended September 30, 2026.
The Company repaid an additional $2.5 million and $7.4 million of the outstanding term loans under the 2019 Credit Agreement during the three and nine months ended September 30, 2026, respectively.
Contingent Consideration
At September 30, 2026, the Company had $53.8 million in contingent consideration that is estimated to be payable over the next year resulting from the WestEnd Acquisition. For the three and nine months ended September 30, 2026, the Company recorded an increase of $0.6 million and $6.1 million, respectively, in the contingent payment liability associated with the WestEnd Acquisition, which is included in consideration payable for acquisition of business in the unaudited Condensed Consolidated Balance Sheets. At September 30, 2026, the estimated fair value of the WestEnd Acquisition contingent payments was $53.8 million, and a maximum of $80.0 million in contingent consideration is potentially payable to sellers.
There were no other significant changes to our contractual obligations as reported in our 2025 Annual Report.
Capital Requirements
Victory Capital Services is a registered broker-dealer subject to the Uniform Net Capital requirements under the Exchange Act, which requires maintenance of certain minimum net capital levels. In addition, we have certain non-U.S. subsidiaries that have minimum capital requirements. As a result, such subsidiaries of our Company may be restricted in their ability to transfer cash to their parents.
Cash Flows
The following table is derived from our unaudited Condensed Consolidated Statements of Cash Flows:
|
|
Nine Months Ended September 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Net cash provided by operating activities |
|
$ |
479,740 |
|
|
$ |
240,409 |
|
Net cash provided by investing activities |
|
|
12,269 |
|
|
|
77,658 |
|
Net cash used in financing activities |
|
|
(447,935 |
) |
|
|
(329,453 |
) |
Operating Activities – Cash provided by operating activities during the nine months ended September 30, 2026 was $479.7 million, compared to $240.4 million of cash provided by operating activities for the same period in 2025. The $239.3 million increase in cash provided by operating activities was primarily due to increases of $125.6 million in net income, $51.1 million in non-cash items, and $62.6 million in working capital.
Investing Activities – Cash provided by investing activities during the nine months ended September 30, 2026 was $12.3 million and consisted of net trading activity of $15.3 million offset by $3.0 million of property and equipment purchases. The nature of our trading activities is further described in Note 2, Significant Accounting Policies, to the consolidated financial statements included in our 2025 Annual Report.
Financing Activities – Cash used in financing activities during the nine months ended September 30, 2026 was $447.9 million, compared to $329.5 million of cash used in financing activities for the same period in 2025. The $118.4 million increase was primarily due to higher activity and cash utilized for repurchases of common stock, net activity related to
40
Table of Contents
stock-based equity awards, payment of dividends, and net activity related to long-term debt of $80.3 million, $42.4 million, $8.2 million, and $12.7 million, respectively, partially offset by a $23.8 million decrease in payment of consideration for acquisition.
41
Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
Substantially all of our revenues are derived from investment management, fund administration and distribution fees, which are primarily based on the market value of our AUM. Accordingly, our revenues and net income may decline as a result of our AUM decreasing due to depreciation of our investment portfolios. In addition, such depreciation could cause our clients to withdraw their assets in favor of other investment alternatives that they perceive to offer higher returns or lower risk, which could cause our revenues and net income to decline further.
The value of our AUM was approximately $352 billion at September 30, 2026. The following table summarizes the annualized impact to revenue of a 10% increase or decrease in the value of our AUM when applied to the strategies, products and client relationships shown below:
|
|
Impact to Revenue of 10% change |
|
|
Weighted-Average fee rate for the three months ended |
|
Total Victory |
|
$ |
158.4 |
|
|
45 basis points |
Victory Funds |
|
|
108.6 |
|
|
61 basis points |
Separate Accounts and Other Pooled Vehicles |
|
|
39.5 |
|
|
26 basis points |
Exchange Rate Risk
A portion of the accounts that we advise hold investments that are denominated in currencies other than the U.S. dollar. Assuming 10% of our AUM are invested in securities denominated in currencies other than the U.S. dollar and excluding the impact of any hedging arrangement, a 10% increase or decrease in the value of the U.S. dollar would increase or decrease the fair value of our AUM by approximately $3.9 billion, which would cause an annualized increase or decrease in revenues of approximately $17.5 million.
Interest Rate Risk
At September 30, 2026, we were exposed to interest rate risk as a result of the amounts outstanding under the 2019 Credit Agreement, as amended. Refer to Note 10, Debt, for a description of the amounts outstanding as of such date and the applicable interest rate.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow for timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) at September 30, 2026. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
42
Table of Contents
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
On October 2, 2026, Victory filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement (the “Preliminary Proxy Statement”), and on October 16, 2026, Victory filed with the SEC a definitive proxy statement (the “Proxy Statement”), in each case in connection with the First Eagle Transaction.
As of November 4, 2026, two complaints have been filed in the Supreme Court of the State of New York, New York County by purported Victory stockholders against Victory and the members of the Victory board of directors (the “Board”) in connection with the proposed transaction: Wright v. Victory Capital Holdings, Inc., et al., Index No. 656101/2026 (filed October 27, 2026) and Taylor v. Victory Capital Holdings, Inc., et al., Index No. 656139/2026 (filed October 28, 2026) (collectively, the “Stockholder Litigation”). The Stockholder Litigation includes allegations that, among other things, the defendants caused to be filed a materially incomplete and misleading Proxy Statement with the SEC relating to the proposed transaction and asserts claims for alleged negligent misrepresentation and concealment and negligence under New York common law. Additionally, since the filing of the Preliminary Proxy Statement, Victory received 10 demand letters from purported Victory stockholders alleging similar insufficiencies in the disclosures in the Preliminary Proxy Statement and/or the Proxy Statement (such letters, the “Demand Letters,” and together with the Stockholder Litigation, the “Litigation Matters”).
The plaintiffs in the Stockholder Litigation seeks various remedies, which include, among other things: (i) enjoining the defendants from consummating the proposed transaction until the defendants disclose certain allegedly material information that was allegedly omitted from the Proxy Statement; (ii) in the event that the proposed transaction is consummated, rescinding it or awarding actual and punitive damages to the plaintiffs; (iii) awarding the plaintiff fees and expenses in connection with the Stockholder Litigation, including reasonable attorneys’ and experts’ fees and expenses; and (iv) granting such other and further relief as the court may deem just and proper.
Victory believes that the allegations contained in the Litigation Matters are without merit and that the disclosures in the Proxy Statement comply with applicable laws. Victory specifically denies all allegations in the Litigation Matters. The proceedings are subject to uncertainties inherent in the litigation process, and we cannot predict the outcome of the above matters or estimate the possible loss or range of possible loss, if any.
In addition to those items disclosed above, we are, from time to time, subject to claims and lawsuits arising in the ordinary course of business.
Item 1A. Risk Factors
For a discussion of our potential risks and uncertainties, see the risk factors previously disclosed in our 2025 Annual Report as filed with the SEC and the information contained in this report. The declaration, payment and determination of the amount of our quarterly dividends may change at any time. In making decisions regarding our quarterly dividends, we consider general economic and business conditions, our strategic plans and prospects, our businesses and investment opportunities, our financial condition and operating results, working capital requirements and anticipated cash needs, contractual restrictions (including under the terms of our 2019 Credit Agreement as amended) and legal, tax, regulatory and such other factors as we may deem relevant. There have been no material changes to the risk factors in our 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Issuer purchases of equity securities.
The following table sets out information regarding purchases of equity securities by the Company for the three months ended September 30, 2026.
43
Table of Contents
Period |
|
Total Number of |
|
|
Average Price Paid Per Share of Common Stock |
|
|
Total Number of Shares |
|
|
Approximate Dollar Value |
|
||||
July 1-31, 2026 |
|
|
80,256 |
|
|
$ |
94.60 |
|
|
|
66,507 |
|
|
$ |
79.6 |
|
August 1-31, 2026 |
|
|
287,410 |
|
|
|
108.20 |
|
|
|
3,136 |
|
|
$ |
79.3 |
|
September 1-30, 2026 |
|
|
5,854 |
|
|
|
106.42 |
|
|
|
- |
|
|
$ |
79.3 |
|
Total |
|
|
373,520 |
|
|
$ |
105.20 |
|
|
|
69,643 |
|
|
|
|
|
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
None of the Company’s directors or officers
Item 6. Exhibits
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
2.1 |
|
Agreement and Plan of Merger, dated August 25, 2026, by and among Victory Capital Holdings, Inc., Fortify Holdings 1, Inc., Fortify Holdings 2, LLC, GC Ferry Parent, L.P. and GC Ferry Holdings, Inc. |
31.1 |
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Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 |
31.2 |
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Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 |
32.1 |
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 |
32.2 |
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 |
101 |
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The following information formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, (ii) Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025, (iv) Unaudited Condensed Consolidated Statements of |
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Cash Flows for the nine months ended September 30, 2026 and 2025, (v) Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025, the three months ended June 30, 2026 and 2025, and the three months ended September 30, 2026 and 2025; (vi) Notes to Unaudited Condensed Consolidated Financial Statements for the nine months ended September 30, 2026 and 2025. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 5th day of November, 2026.
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VICTORY CAPITAL HOLDINGS, INC. |
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By: |
/s/ MICHAEL D. POLICARPO |
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Name: |
Michael D. Policarpo |
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Title: |
President, Chief Financial Officer and Chief Administrative Officer |
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