Victory Capital (NASDAQ: VCTR) Q2 net income increases to $139.4M

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. reported record second-quarter 2026 results, including revenue of $435.4 million and GAAP net income of $139.4 million, or $1.68 per diluted share. Adjusted EBITDA reached $242.7 million with a 55.8% margin, and adjusted net income with tax benefit was $182.9 million, or $2.21 per diluted share.

Total client assets were $346.1 billion at June 30, 2026. Total assets under management increased by $32.7 billion to $342.5 billion, primarily due to positive market action of $28.5 billion and net inflows of $4.1 billion; long-term net inflows were $4.2 billion. Investment performance was strong, with 71%, 68%, 65%, and 81% of AUM outperforming benchmarks over 1-, 3-, 5-, and 10-year periods, and 60% of rated mutual fund and ETF AUM holding four- or five-star Morningstar ratings. The company returned $138 million to shareholders through repurchases of 1.1 million shares and dividends, and the board approved a regular quarterly cash dividend of $0.50 per share.

Positive

• Record Q2 2026 revenue of $435.4 million, up 24.0% year over year, with GAAP operating margin expanding to 44.5% from 26.8% in the prior-year quarter.
• GAAP net income increased 137.3% to $139.4 million and diluted earnings per share rose to $1.68 in Q2 2026.
• Adjusted EBITDA grew 36.0% to $242.7 million, producing an adjusted EBITDA margin of 55.8% in the quarter.
• Total client assets reached $346.1 billion, with Q2 long-term net inflows of $4.2 billion and positive long-term net flows year to date through June 30, 2026.
• The company returned $138 million to shareholders in Q2 2026 via repurchases of 1.1 million shares and dividends, and the board authorized a quarterly dividend of $0.50 per share.

Negative

• None.

Filing Explained

As of June 30, the company reported $977.6 million gross debt against $70,126 thousand cash and scheduled a $0.50 dividend for September 25.

Victory Capital filed this Form 8-K on August 5, 2026 under Item 2.02 to report results for the quarter ended June 30, 2026; the period is complete, and the filing adds balance-sheet information to the results already reported. It reports $977.6 million of gross debt and $70,126 thousand of cash at June 30, 2026, making those obligations and cash resources part of the disclosed quarter-end position.

The board authorized a $0.50 per-share cash dividend payable on September 25, 2026 to shareholders of record on September 10, 2026, so the disclosed distribution has specified payment and record dates. The balance sheet lists 600,000 authorized common shares, 88,554 issued, 61,561 outstanding, and 26,993 held as treasury stock.

The company states that integration of Pioneer Investments is complete and that the full run-rate of net expense synergies has been recognized, resolving that integration milestone in the current disclosure.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Revenue Q2 2026: $435.4 million GAAP net income Q2 2026: $139.4 million Diluted EPS Q2 2026: $1.68 per share +5 more

8 metrics

Revenue Q2 2026 $435.4 million Three months ended June 30, 2026

GAAP net income Q2 2026 $139.4 million Three months ended June 30, 2026

Diluted EPS Q2 2026 $1.68 per share Earnings per diluted share for the quarter

Adjusted EBITDA Q2 2026 $242.7 million Non-GAAP adjusted EBITDA for the quarter

Adjusted EBITDA margin Q2 2026 55.8% Adjusted EBITDA margin for the three months ended June 30, 2026

Total client assets June 30, 2026 $346.1 billion Total client assets as of June 30, 2026

Long-term net inflows Q2 2026 $4.2 billion Long-term net flows for the quarter ended June 30, 2026

Total debt outstanding June 30, 2026 approximately $978 million Gross debt outstanding at June 30, 2026

Key Terms

Adjusted EBITDA, long-term net flows, GAAP operating margin, AUM revenue realization, +1 more

5 terms

Adjusted EBITDA financial

"Adjusted EBITDA increased 36.0% to 242.7 million in the second quarter"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

long-term net flows financial

"Notably, we achieved $4.2 billion in positive long-term net flows for the quarter"

Long-term net flows measure the amount of money moving into minus out of investment vehicles intended to be held for extended periods—like retirement or multi-year growth—over a given time. Think of it as the net traffic into a slow-moving savings pool: rising net flows signal growing investor confidence and provide steady buying pressure that can lift asset prices, while falling net flows can warn of weakening demand and potential selling pressure.

GAAP operating margin financial

"GAAP operating margin of 44.5%"

GAAP operating margin is a measure that shows how much profit a company makes from its main business activities, after expenses, according to official accounting rules. It helps investors see how efficiently a company is running and whether it can stay profitable over time. Think of it like checking how much money a store keeps from each sale after paying all the bills.

AUM revenue realization financial

"AUM revenue realization (in bps) 47.9"

non-GAAP financial measures financial

"an explanation of non-GAAP financial measures and a reconciliation"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

Earnings Snapshot

Revenue Q2 2026: $435.4 million

three and six months ended June 30, 2026

Revenue Q2 2026 $435.4 million increased 24.0% compared with $351.2 million in Q2 2025

GAAP net income Q2 2026 $139.4 million increased 137.3% compared with $58.7 million in Q2 2025

Diluted EPS Q2 2026 $1.68 up from $0.68 in the same quarter of 2025

Adjusted EBITDA Q2 2026 $242.7 million increased 36.0% compared with $178.5 million in Q2 2025

Adjusted EBITDA margin Q2 2026 55.8% expanded 500 basis points compared with 50.8% in Q2 2025

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FAQ

How did Victory Capital (VCTR) perform financially in Q2 2026?

Victory Capital reported Q2 2026 revenue of $435.4 million and GAAP net income of $139.4 million, or $1.68 per diluted share. Adjusted EBITDA was $242.7 million with a 55.8% margin, and adjusted net income with tax benefit was $182.9 million, or $2.21 per diluted share.

What were Victory Capital (VCTR)’s assets under management and flows in Q2 2026?

At June 30, 2026, Victory Capital had total client assets of $346.1 billion, including AUM of $342.5 billion. Total AUM increased by $32.7 billion, driven by positive market action of $28.5 billion and net inflows of $4.1 billion, with long-term net inflows of $4.2 billion.

How did Victory Capital (VCTR)’s Q2 2026 results compare with Q1 2026?

Compared with Q1 2026, revenue increased 12.2% to $435.4 million and GAAP operating margin rose to 44.5% from 41.0%. GAAP net income grew 24.3% to $139.4 million, while adjusted net income with tax benefit rose 19.4% to $182.9 million, or $2.21 per diluted share.

What capital returns did Victory Capital (VCTR) provide to shareholders in Q2 2026?

Victory Capital returned $138 million to shareholders in Q2 2026 through share repurchases and dividends, including repurchases of approximately 1.1 million common shares. The board also approved a regular quarterly cash dividend of $0.50 per share, payable September 25, 2026, to shareholders of record on September 10, 2026.

How strong was Victory Capital (VCTR)’s investment performance as of June 30, 2026?

As of June 30, 2026, 71%, 68%, 65%, and 81% of Victory Capital’s AUM outperformed benchmarks over 1-, 3-, 5-, and 10-year periods. Additionally, 60% of rated AUM in mutual funds and ETFs held overall four- or five-star Morningstar ratings.

How did the Amundi US (Pioneer Investments) acquisition affect Victory Capital (VCTR)’s 2026 results?

Year-over-year results for the six months ended June 30, 2026 reflect the April 1, 2025 acquisition of Amundi US, rebranded Pioneer Investments. GAAP operating margin for the first half expanded 1,010 basis points to 42.9%, aided by lower acquisition-related and restructuring and integration costs as synergies were realized.

0001570827false00015708272026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 5, 2026

Date of Report (date of earliest event reported)

Victory Capital Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38388	32-0402956
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

15935 La Cantera Parkway; San Antonio, TX		78256
(Address of principal executive offices)		(Zip Code)

(216) 898‑2400

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01	VCTR	NASDAQ

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition

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

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number		Description
99.1		Earnings Press Release dated August 5, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

- 2 -

SIGNATURE(S)

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

		VICTORY CAPITAL HOLDINGS, INC.
Date: August 5, 2026		By:	/s/ MICHAEL D. POLICARPO
			Name: Michael D. Policarpo
			Title: President, Chief Financial Officer and Chief Administrative Officer

- 3 -

Exhibit 99.1

  NEWS RELEASE

Victory Capital Reports Record Second Quarter 2026 Results

Second-Quarter Highlights

•Total Client Assets of $346.1 billion

•Long-term gross flows of $22.1 billion

•Long-term net inflows of $4.2 billion

•GAAP operating margin of 44.5%

•GAAP net income per diluted share of $1.68

•Adjusted EBITDA margin of 55.8%

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

•Board authorizes regular quarterly cash dividend of $0.50 per share

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

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

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

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

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

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

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

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

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

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

		For the Three Months Ended															For the Six Months Ended
		June 30,					March 31,					June 30,					June 30,					June 30,
		2026					2026					2025					2026					2025
Assets Under Management1
Ending		$		342,450			$		309,835			$		298,563			$		342,450			$		298,563
Average				331,345					318,746					284,977					325,045					229,383
AUM Long-term Flows2
Long-term Gross		$		22,113			$		18,946			$		15,423			$		41,060			$		24,732
Long-term Net				4,201					(457	)				(660	)				3,744					(1,865	)
AUM Money Market/Short-term Flows
Money Market / Short-term Gross		$		311			$		235			$		308			$		546			$		485
Money Market / Short-term Net				(91	)				(197	)				(144	)				(288	)				(188	)
AUM Total Flows
Total Gross		$		22,424			$		19,181			$		15,731			$		41,606			$		25,217
Total Net				4,110					(654	)				(804	)				3,456					(2,053	)
Consolidated Financial Results (GAAP)
Revenue		$		435.4			$		388.0			$		351.2			$		823.4			$		570.8
AUM revenue realization (in bps)				47.9					47.6					49.4					47.7					50.1
Operating expenses				241.6					228.8					257.0					470.4					383.7
Income from operations				193.7					159.2					94.2					352.9					187.1
Operating margin				44.5	%				41.0	%				26.8	%				42.9	%				32.8	%
Net income				139.4					112.1					58.7					251.5					120.7
Earnings per diluted share		$		1.68			$		1.33			$		0.68			$		3.01			$		1.59
Cash flow from operations				135.4					121.0					(6.6	)				256.4					74.5
Adjusted Performance Results (Non-GAAP)3
Adjusted EBITDA		$		242.7			$		204.0			$		178.5			$		446.7			$		294.9
Adjusted EBITDA margin				55.8	%				52.6	%				50.8	%				54.3	%				51.7	%
Adjusted net income				172.2					142.7					122.5					314.8					200.5
Tax benefit of goodwill and acquired intangible assets				10.7					10.5					10.3					21.2					20.4
Adjusted net income with tax benefit				182.9					153.2					132.8					336.1					220.9
Adjusted net income with tax benefit per diluted share4		$		2.21			$		1.82			$		1.57			$		4.02			$		2.96

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

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

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

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

2

AUM, Flows and Investment Performance

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

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

Percentage of AUM Outperforming Benchmark
Trailing		Trailing		Trailing		Trailing
1-Year		3-Years		5-Years		10-Years
71%		68%		65%		81%

Second Quarter 2026 Compared with First Quarter 2026

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

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

Second Quarter 2026 Compared with Second Quarter 2025

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

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

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

3

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

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

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

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

Balance Sheet / Capital Management

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

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

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

Conference Call, Webcast and Slide Presentation

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

About Victory Capital

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

4

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

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

FORWARD-LOOKING STATEMENTS

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

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

5

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

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

Contacts

Investors:

Carly Thomas

Director, Investor Relations and Responsible Business

210-694-9658

cthomas@vcm.com

Media:
Jessica Davila Burgess
Director, Global Communications
210-694-9693
jessica_davila@vcm.com

6

Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Consolidated Statements of Operations

(in thousands except per share data and percentages)

		For the Three Months Ended															For the Six Months Ended
		June 30,					March 31,					June 30,					June 30,					June 30,
		2026					2026					2025					2026					2025
Revenue
Investment management fees		$		362,243			$		316,369			$		282,306			$		678,612			$		455,607
Fund administration and distribution fees				73,118					71,620					68,906					144,738					115,207
Total revenue				435,361					387,989					351,212					823,350					570,814
Expenses
Personnel compensation and benefits				125,500					105,855					108,918					231,355					165,054
Distribution and other asset-based expenses				68,590					67,410					62,039					136,000					97,516
General and administrative				22,915					20,615					23,381					43,530					37,709
Depreciation and amortization				20,585					20,576					21,794					41,161					29,226
Change in value of consideration payable for acquisition of business				2,041					3,537					1,092					5,578					4,498
Acquisition-related costs				(653	)				7,658					25,780					7,005					34,530
Restructuring and integration costs				2,634					3,153					13,994					5,787					15,159
Total operating expenses				241,612					228,804					256,998					470,416					383,692
Income from operations				193,749					159,185					94,214					352,934					187,122
Operating margin				44.5	%				41.0	%				26.8	%				42.9	%				32.8	%
Other income (expense)
Interest income and other income				7,721					2,756					6,006					10,477					6,710
Interest expense and other financing costs				(12,192	)				(14,081	)				(13,234	)				(26,273	)				(26,445	)
Loss on debt extinguishment				(2,028	)				—					—					(2,028	)				—
Total other expense, net				(6,499	)				(11,325	)				(7,228	)				(17,824	)				(19,735	)
Income before income taxes				187,250					147,860					86,986					335,110					167,387
Income tax expense				(47,846	)				(35,720	)				(28,252	)				(83,566	)				(46,678	)
Net income		$		139,404			$		112,140			$		58,734			$		251,544			$		120,709
Preferred stock dividends				(10,018	)				(9,769	)				(9,673	)				(19,788	)				(9,673	)
Income attributable to Preferred stockholders				(23,969	)				(16,846	)				(2,985	)				(40,743	)				(5,334	)
Net income attributable to common shareholders		$		105,417			$		85,525			$		46,076			$		191,013			$		105,702
Earnings per share of common stock
Basic		$		1.70			$		1.34			$		0.69			$		3.04			$		1.61
Diluted				1.68					1.33					0.68					3.01					1.59
Weighted average number of shares outstanding
Basic				62,151					63,635					67,239					62,889					65,484
Diluted				62,782					64,388					67,980					63,593					66,358
Dividends declared per share		$		0.50			$		0.49			$		0.49			$		0.99			$		0.96

7

Victory Capital Holdings, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures1

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

		For the Three Months Ended															For the Six Months Ended
		June 30,					March 31,					June 30,					June 30,					June 30,
		2026					2026					2025					2026					2025
Net income (GAAP)		$		139,404			$		112,140			$		58,734			$		251,544			$		120,709
Income tax expense				(47,846	)				(35,720	)				(28,252	)				(83,566	)				(46,678	)
Income before income taxes		$		187,250			$		147,860			$		86,986			$		335,110			$		167,387
Interest expense				12,283					13,658					12,200					25,941					24,721
Depreciation				2,288					2,279					3,236					4,567					5,404
Other business taxes				431					(555	)				693					(124	)				1,615
Amortization of acquisition-related intangible assets				18,297					18,297					18,558					36,594					23,822
Share-based compensation				10,835					3,586					2,107					14,421					3,160
Acquisition, restructuring and exit costs				8,716					18,699					53,990					27,415					67,311
Debt issuance costs				2,617					196					755					2,813					1,504
Adjusted EBITDA		$		242,717			$		204,020			$		178,525			$		446,737			$		294,924
Adjusted EBITDA margin				55.8	%				52.6	%				50.8	%				54.3	%				51.7	%
Net income (GAAP)		$		139,404			$		112,140			$		58,734			$		251,544			$		120,709
Adjustment to reflect the operating performance of the Company
Other business taxes				431					(555	)				693					(124	)				1,615
Amortization of acquisition-related intangible assets				18,297					18,297					18,558					36,594					23,822
Share-based compensation				10,835					3,586					2,107					14,421					3,160
Acquisition, restructuring and exit costs				8,716					18,699					53,990					27,415					67,311
Debt issuance costs				2,617					196					755					2,813					1,504
Tax effect of above adjustments				(8,142	)				(9,683	)				(12,330	)				(17,825	)				(17,657	)
Adjusted net income		$		172,158			$		142,680			$		122,507			$		314,838			$		200,464
Adjusted net income per diluted share2		$		2.08			$		1.69			$		1.45			$		3.77			$		2.68
Weighted average number of shares outstanding - diluted (GAAP)				62,782					64,388					67,980					63,593					66,358
Weighted average number of shares outstanding - diluted (Non-GAAP)2				82,818					84,341					84,801					83,587					74,723
Tax benefit of goodwill and acquired intangible assets		$		10,716			$		10,515			$		10,255			$		21,231			$		20,396
Tax benefit of goodwill and acquired intangible assets per diluted share2		$		0.13			$		0.13			$		0.12			$		0.25			$		0.28
Adjusted net income with tax benefit		$		182,874			$		153,195			$		132,762			$		336,069			$		220,860
Adjusted net income with tax benefit per diluted share2		$		2.21			$		1.82			$		1.57			$		4.02			$		2.96

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

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

8

Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except for per share amounts)

		June 30, 2026					December 31, 2025
Assets
Cash and cash equivalents		$		70,126			$		163,690
Receivables				244,330					181,141
Prepaid expenses				22,422					16,071
Investments, at fair value				91,672					99,394
Property and equipment, net				21,418					23,833
Goodwill				1,235,940					1,235,940
Other intangible assets, net				2,441,447					2,477,617
Operating lease right-of-use assets				46,610					48,650
Other assets				1,256					1,514
Total assets		$		4,175,221			$		4,247,850
Liabilities and stockholders' equity
Accounts payable and accrued expenses		$		77,525			$		72,387
Accrued compensation and benefits				85,499					86,355
Consideration payable for acquisition of business				53,199					87,564
Deferred tax liability, net				492,135					479,792
Operating lease liabilities				44,165					45,610
Other liabilities				79,662					81,399
Long-term debt, net1				967,974					970,014
Total liabilities				1,800,159					1,823,121
Stockholders' equity
Common stock, $0.01 par value per share: 2026 - 600,000 shares authorized, 88,554 shares issued and 61,561 shares outstanding; 2025 - 600,000 shares authorized, 87,867 shares issued and 64,150 shares outstanding				886					879
Preferred stock, $0.01 par value per share: 2026 - 100,000 shares authorized, 20,037 shares issued and outstanding; 2025 - 100,000 shares authorized, 19,937 shares issued and outstanding				200					199
Additional paid-in capital				2,128,399					2,102,938
Treasury stock, at cost: 2026 - 26,993 shares; 2025 - 23,717 shares				(1,028,046	)				(786,008	)
Accumulated other comprehensive income				7,033					9,020
Retained earnings				1,266,590					1,097,701
Total stockholders' equity				2,375,062					2,424,729
Total liabilities and stockholders' equity		$		4,175,221			$		4,247,850

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

9

Victory Capital Holdings, Inc. and Subsidiaries

Total Client Assets

(unaudited; in millions)

		For the Three Months Ended
		June 30,					March 31,					June 30,
		2026					2026					2025
Beginning AUM		$		309,835			$		313,775			$		167,468
Beginning other assets1				3,268					2,846					3,967
Beginning total client assets				313,103					316,621					171,435
AUM net cash flows				4,110					(654	)				(804	)
Other assets net cash flows				—					390					(1,170	)
Total client assets net cash flows				4,110					(264	)				(1,973	)
AUM market appreciation (depreciation)				28,510					(2,797	)				20,247
Other assets market appreciation (depreciation)				343					32					253
Total client assets market appreciation (depreciation)				28,853					(2,765	)				20,500
AUM realizations and distributions				(5	)				(456	)				(3	)
Acquired & divested assets / Net transfers3				—					(33	)				111,654
Ending AUM				342,450					309,835					298,563
Ending other assets				3,611					3,268					3,050
Ending total client assets				346,061					313,103					301,613
Average total client assets2				334,856					321,784					288,568

		For the Six Months Ended
		June 30,					June 30,
		2026					2025
Beginning AUM		$		313,775			$		171,930
Beginning other assets1				2,846					4,165
Beginning total client assets				316,621					176,096
AUM net cash flows				3,456					(2,053	)
Other assets net cash flows				390					(1,446	)
Total client assets net cash flows				3,846					(3,499	)
AUM market appreciation (depreciation)				25,713					17,075
Other assets market appreciation (depreciation)				375					331
Total client assets market appreciation (depreciation)				26,089					17,406
AUM realizations and distributions				(461	)				(24	)
Acquired & divested assets / Net transfers3				(33	)				111,634
Ending AUM				342,450					298,563
Ending other assets				3,611					3,050
Ending total client assets				346,061					301,613
Average total client assets4				328,320					233,209

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

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

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

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

10

Victory Capital Holdings, Inc. and Subsidiaries

Total Assets Under Management1

(unaudited; in millions)

		For the Three Months Ended
		June 30,					March 31,					June 30,
		2026					2026					2025
Beginning assets under management		$		309,835			$		313,775			$		167,468
Gross client cash inflows				22,424					19,181					15,731
Gross client cash outflows				(18,314	)				(19,835	)				(16,534	)
Net client cash flows				4,110					(654	)				(804	)
Market appreciation (depreciation)				28,510					(2,797	)				20,247
Realizations and distributions				(5	)				(456	)				(3	)
Acquired & divested assets / Net transfers2				—					(33	)				111,654
Ending assets under management				342,450					309,835					298,563
Average assets under management				331,345					318,746					284,977
		For the Six Months Ended
		June 30,					June 30,
		2026					2025
Beginning assets under management		$		313,775			$		171,930
Gross client cash inflows				41,606					25,217
Gross client cash outflows				(38,150	)				(27,270	)
Net client cash flows				3,456					(2,053	)
Market appreciation (depreciation)				25,713					17,075
Realizations and distributions				(461	)				(24	)
Acquired assets / Net transfers2				(33	)				111,634
Ending assets under management				342,450					298,563
Average assets under management				325,045					229,383

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

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

11

Victory Capital Holdings, Inc. and Subsidiaries

Other Assets (Institutional)1

(unaudited; in millions)

		For the Three Months
		June 30,					March 31,					June 30,
		2026					2026					2025
Beginning other assets (institutional)		$		3,268			$		2,846			$		3,967
Gross client cash inflows				—					627					—
Gross client cash outflows				—					(237	)				(1,170	)
Net client cash flows				—					390					(1,170	)
Market appreciation (depreciation)				343					32					253
Realizations and distributions				—					—					—
Acquired & divested assets / Net transfers				—					—					—
Ending other assets (institutional)				3,611					3,268					3,050
Average other assets (institutional)2				3,511					3,039					3,591
		For the Six Months Ended
		June 30,					June 30,
		2026					2025
Beginning other assets (institutional)		$		2,846			$		4,165
Gross client cash inflows				627					—
Gross client cash outflows				(237	)				(1,446	)
Net client cash flows				390					(1,446	)
Market appreciation (depreciation)				375					331
Realizations and distributions				—					—
Acquired & divested assets / Net transfers				—					—
Ending other assets (institutional)				3,611					3,050
Average other assets (institutional)3				3,275					3,826

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

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

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

12

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Asset Class

(unaudited; in millions)

For the Three Months Ended		By Asset Class
																						Global /
		U.S. Mid					U.S. Small					Fixed					U.S. Large					Non-U.S.										Alternative					Total					Money Market /					Total
		Cap Equity					Cap Equity					Income					Cap Equity					Equity					Solutions					Investments					Long-term					Short-term					AUM1
June 30, 2026
Beginning assets under management		$		29,283			$		10,535			$		79,716			$		59,798			$		31,473			$		92,396			$		3,033			$		306,235			$		3,599			$		309,835
Gross client cash inflows				571					286					8,305					1,894					3,879					6,740					439					22,113					311					22,424
Gross client cash outflows				(2,274	)				(1,302	)				(5,640	)				(2,917	)				(1,895	)				(3,718	)				(166	)				(17,913	)				(402	)				(18,314	)
Net client cash flows				(1,703	)				(1,016	)				2,666					(1,023	)				1,984					3,022					272					4,201					(91	)				4,110
Market appreciation (depreciation)				3,709					1,815					999					7,636					4,006					10,250					65					28,480					30					28,510
Realizations and distributions				—					—					—					—					—					—					(5	)				(5	)				—					(5	)
Acquired assets / Net transfers				(4	)				(3	)				31					(21	)				(22	)				(28	)				(1	)				(47	)				47					—
Ending assets under management		$		31,285			$		11,331			$		83,412			$		66,390			$		37,441			$		105,641			$		3,365			$		338,864			$		3,585			$		342,450
March 31, 2026
Beginning assets under management		$		29,993			$		11,179			$		80,544			$		63,380			$		30,680			$		91,228			$		3,038			$		310,042			$		3,733			$		313,775
Gross client cash inflows				776					250					5,070					3,057					2,789					6,718					287					18,946					235					19,181
Gross client cash outflows				(2,418	)				(1,329	)				(5,639	)				(3,956	)				(1,830	)				(3,960	)				(270	)				(19,403	)				(432	)				(19,835	)
Net client cash flows				(1,643	)				(1,079	)				(569	)				(899	)				959					2,757					17					(457	)				(197	)				(654	)
Market appreciation (depreciation)				942					438					(13	)				(2,632	)				(140	)				(1,594	)				170					(2,829	)				32					(2,797	)
Realizations and distributions				—					—					(266	)				—					—					—					(190	)				(456	)				—					(456	)
Acquired assets / Net transfers				(9	)				(3	)				21					(50	)				(26	)				5					(1	)				(64	)				31					(33	)
Ending assets under management		$		29,283			$		10,535			$		79,716			$		59,798			$		31,473			$		92,396			$		3,033			$		306,235			$		3,599			$		309,835
June 30, 2025
Beginning assets under management		$		28,964			$		13,182			$		24,157			$		13,104			$		18,334			$		63,378			$		2,945			$		164,064			$		3,404			$		167,468
Gross client cash inflows				850					457					6,014					2,266					1,520					4,093					222					15,423					308					15,731
Gross client cash outflows				(1,597	)				(740	)				(6,012	)				(3,385	)				(1,373	)				(2,742	)				(233	)				(16,083	)				(451	)				(16,534	)
Net client cash flows				(748	)				(284	)				2					(1,118	)				147					1,351					(11	)				(660	)				(144	)				(804	)
Market appreciation (depreciation)				1,233					385					1,172					7,482					3,263					6,620					55					20,210					37					20,247
Realizations and distributions				—					—					—					—					—					—					(3	)				(3	)				—					(3	)
Acquired assets / Net transfers2				2,194					(143	)				54,420					42,376					3,833					8,639					—					111,318					335					111,654
Ending assets under management		$		31,643			$		13,140			$		79,752			$		61,844			$		25,576			$		79,988			$		2,986			$		294,930			$		3,633			$		298,563

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

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

13

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Asset Class

(unaudited; in millions)

For the Six Months Ended		By Asset Class
																						Global /
		U.S. Mid					U.S. Small					Fixed					U.S. Large					Non-U.S.										Alternative					Total					Money Market /
		Cap Equity					Cap Equity					Income					Cap Equity					Equity					Solutions					Investments					Long-term					Short-term					Total AUM1
June 30, 2026
Beginning assets under management		$		29,993			$		11,179			$		80,544			$		63,380			$		30,680			$		91,228			$		3,038			$		310,042			$		3,733			$		313,775
Gross client cash inflows				1,347					536					13,375					4,951					6,668					13,458					726					41,060					546					41,606
Gross client cash outflows				(4,693	)				(2,631	)				(11,278	)				(6,873	)				(3,725	)				(7,678	)				(437	)				(37,316	)				(834	)				(38,150	)
Net client cash flows				(3,346	)				(2,095	)				2,096					(1,922	)				2,943					5,780					289					3,744					(288	)				3,456
Market appreciation (depreciation)				4,651					2,253					986					5,004					3,866					8,656					236					25,651					62					25,713
Realizations and distributions				—					—					(266	)				—					—					—					(195	)				(461	)				—					(461	)
Acquired assets / Net transfers				(13	)				(5	)				52					(72	)				(48	)				(23	)				(2	)				(112	)				79					(33	)
Ending assets under management		$		31,285			$		11,331			$		83,412			$		66,390			$		37,441			$		105,641			$		3,365			$		338,864			$		3,585			$		342,450
June 30, 2025
Beginning assets under management		$		30,584			$		14,785			$		24,402			$		14,148			$		19,095			$		62,593			$		2,980			$		168,586			$		3,344			$		171,930
Gross client cash inflows				1,947					902					6,943					2,349					3,656					8,456					478					24,732					485					25,217
Gross client cash outflows				(3,331	)				(1,587	)				(7,557	)				(3,854	)				(4,623	)				(5,060	)				(585	)				(26,597	)				(673	)				(27,270	)
Net client cash flows				(1,383	)				(685	)				(614	)				(1,505	)				(967	)				3,396					(107	)				(1,865	)				(188	)				(2,053	)
Market appreciation (depreciation)				254					(809	)				1,500					6,852					3,659					5,417					134					17,008					67					17,075
Realizations and distributions				—					—					—					—					—					—					(24	)				(24	)				—					(24	)
Acquired assets / Net transfers2				2,188					(150	)				54,464					42,349					3,789					8,582					2					111,224					410					111,634
Ending assets under management		$		31,643			$		13,140			$		79,752			$		61,844			$		25,576			$		79,988			$		2,986			$		294,930			$		3,633			$		298,563

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

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

14

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Region

(unaudited; in millions)

	As of June 30,
		2026								2025
(in millions)		Amount				% of total				Amount				% of total
U.S.		$	279,879				82	%		$	250,035				84	%
Non-U.S.			62,571				18	%			48,528				16	%
Total AUM1		$	342,450				100	%		$	298,563				100	%

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

15

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

For the Three Months Ended		By Vehicle
												Separate
												Accounts
		Mutual										and Other					Total
		Funds1					ETFs2					Vehicles3					AUM4
June 30, 2026
Beginning assets under management		$		167,775			$		16,401			$		125,659			$		309,835
Gross client cash inflows				7,271					1,535					13,618					22,424
Gross client cash outflows				(10,174	)				(341	)				(7,799	)				(18,314	)
Net client cash flows				(2,903	)				1,194					5,819					4,110
Market appreciation (depreciation)				15,849					1,576					11,084					28,510
Realizations and distributions				—					—					(5	)				(5	)
Acquired assets / Net transfers				(25	)				—					25					—
Ending assets under management		$		180,696			$		19,171			$		142,583			$		342,450
March 31, 2026
Beginning assets under management		$		172,203			$		15,049			$		126,523			$		313,775
Gross client cash inflows				7,793					1,770					9,618					19,181
Gross client cash outflows				(11,372	)				(464	)				(7,999	)				(19,835	)
Net client cash flows				(3,579	)				1,306					1,619					(654	)
Market appreciation (depreciation)				(849	)				79					(2,027	)				(2,797	)
Realizations and distributions				—					—					(456	)				(456	)
Acquired assets / Net transfers				—					(33	)				—					(33	)
Ending assets under management		$		167,775			$		16,401			$		125,659			$		309,835
June 30, 2025
Beginning assets under management		$		108,392			$		10,253			$		48,823			$		167,468
Gross client cash inflows				6,935					1,568					7,227					15,731
Gross client cash outflows				(9,716	)				(264	)				(6,554	)				(16,534	)
Net client cash flows				(2,781	)				1,305					672					(804	)
Market appreciation (depreciation)				11,465					319					8,463					20,247
Realizations and distributions				—					—					(3	)				(3	)
Acquired assets / Net transfers5				50,897					97					60,660					111,654
Ending assets under management		$		167,973			$		11,975			$		118,615			$		298,563

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

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

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

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

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

16

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

For the Six Months Ended		By Vehicle
												Separate
												Accounts
		Mutual										and Other					Total
		Funds1					ETFs2					Vehicles3					AUM4
June 30, 2026
Beginning assets under management		$		172,203			$		15,049			$		126,523			$		313,775
Gross client cash inflows				15,065					3,305					23,236					41,606
Gross client cash outflows				(21,547	)				(805	)				(15,797	)				(38,150	)
Net client cash flows				(6,482	)				2,500					7,439					3,456
Market appreciation (depreciation)				15,000					1,656					9,058					25,713
Realizations and distributions				—					—					(461	)				(461	)
Acquired assets / Net transfers				(25	)				(33	)				25					(33	)
Ending assets under management		$		180,696			$		19,171			$		142,583			$		342,450
June 30, 2025
Beginning assets under management		$		113,645			$		7,508			$		50,777			$		171,930
Gross client cash inflows				10,258					4,630					10,329					25,217
Gross client cash outflows				(16,044	)				(515	)				(10,710	)				(27,270	)
Net client cash flows				(5,786	)				4,115					(381	)				(2,053	)
Market appreciation (depreciation)				9,222					270					7,583					17,075
Realizations and distributions				—					—					(24	)				(24	)
Acquired assets / Net transfers5				50,892					82					60,660					111,634
Ending assets under management		$		167,973			$		11,975			$		118,615			$		298,563

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

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

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

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

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

17

Information Regarding Non-GAAP Financial Measures

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

Adjusted EBITDA

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

•Adding back income tax expense;

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

•Adding back depreciation on property and equipment;

•Adding back other business taxes;

•Adding back amortization expense on acquisition-related intangible assets;

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

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

•Adding back debt issuance cost expense;

Adjusted Net Income

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

•Adding back other business taxes;

•Adding back amortization expense on acquisition-related intangible assets;

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

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

•Adding back debt issuance cost expense;

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

Tax Benefit of Goodwill and Acquired Intangible Assets

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

18

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 3.0 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 30.3 KB