Victory Capital Q3 GAAP profit falls 5.4% to $91.3M

Record client assets and net flows accompanied lower sequential revenue and margin; the First Eagle agreement remains subject to closing conditions.

Available on EDGAR 11/04/2026 - 04:51 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:50 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. reported third-quarter and nine-month 2026 results, including record quarter-end total client assets of $355.5 billion and long-term net inflows of $11.7 billion. Third-quarter revenue was $396.6 million, up 9.8% year over year, while GAAP net income was $91.3 million, down 5.4%. Adjusted net income with tax benefit was $163.2 million, or $1.98 per diluted share; adjusted EBITDA was $212.1 million with a 53.5% margin.

Sequentially, revenue fell 8.9% and GAAP operating margin declined to 34.7% from 44.5%. The company attributed the revenue decline primarily to annual fees received in the second quarter and changes in asset-class and client mix, partly offset by higher average AUM; lower revenue and a $16.2 million increase in acquisition-related costs contributed to the margin decline. For the first nine months, revenue rose 30.9% to $1.2 billion and GAAP net income rose 57.8% to $342.8 million; the comparison reflects the 2025 acquisition of Amundi US.

Victory Capital announced a definitive agreement to acquire First Eagle Investments, expected to close by the end of the first quarter of 2027, subject to customary closing conditions, including regulatory approvals and client consents. The company returned $81 million to shareholders during the quarter, including $39 million in share repurchases, and declared a $0.50 quarterly dividend.

2 points · 0 major

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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.

How the balance worksHow Sentiment works

0 major · 3 points

How the balance works

Positive

• Moderate pointNine-month revenue rose 30.9% to $1.2 billion; the comparison reflects Amundi US.
• Moderate pointNine-month GAAP net income rose 57.8% to $342.8 million.

Negative

• Moderate pointThird-quarter GAAP operating margin fell 980 basis points sequentially to 34.7%.
• Moderate pointThird-quarter revenue declined 8.9% sequentially to $396.6 million.
• Moderate pointThird-quarter GAAP net income fell 5.4% year over year to $91.3 million.

Filing Explained

At September 30, 2026, Victory Capital reported $975.2 million of gross debt outstanding.

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, or exhibit attachments filed with this report.

Key Figures

Total client assets: $355.5 billion Long-term net inflows: $11.7 billion Revenue: $396.6 million +5 more

8 metrics

Total client assets $355.5 billion Quarter-end September 30, 2026; record

Long-term net inflows $11.7 billion Third quarter 2026; record

Revenue $396.6 million Third quarter 2026; up 9.8% year over year

GAAP net income $91.3 million Third quarter 2026; down 5.4% year over year

Adjusted net income with tax benefit per diluted share $1.98 Third quarter 2026

Adjusted EBITDA $212.1 million Third quarter 2026; up 11.4% year over year

Revenue $1.2 billion Nine months ended September 30, 2026; up 30.9% year over year

GAAP operating margin 34.7% Third quarter 2026; down 980 basis points sequentially

Key Terms

Adjusted EBITDA, Long-term AUM, AUM revenue realization, Annualized organic growth rate

4 terms

Adjusted EBITDA financial

"Adjusted EBITDA was $212.1 million"

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 AUM financial

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

AUM revenue realization financial

"AUM revenue realization (in bps)"

Annualized organic growth rate financial

"representing an annualized organic growth rate of approximately 14%"

Annualized organic growth rate measures how fast a company’s core business is growing over a year after removing the effects of acquisitions, divestitures and currency swings. It shows the underlying pace of sales or revenue expansion on a like‑for‑like basis, so investors can judge whether the existing business is gaining or losing momentum — like timing how quickly a plant grows each month without counting extra plants you transplanted.

Earnings Snapshot

Revenue: $396.6 million

Three months ended September 30, 2026

Revenue $396.6 million Up 9.8% year over year

GAAP net income $91.3 million Down 5.4% year over year

Adjusted net income with tax benefit $163.2 million Up 15.5% year over year

Adjusted EBITDA $212.1 million Up 11.4% year over year

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is VCTR's $0.50 dividend payable?

The regular quarterly cash dividend of $0.50 per share is payable December 23, 2026, to shareholders of record December 10, 2026.

What were VCTR's third-quarter 2026 results?

Revenue was $396.6 million, up 9.8% year over year, and GAAP net income was $91.3 million, down 5.4%. Adjusted net income with tax benefit was $163.2 million, or $1.98 per diluted share, and adjusted EBITDA was $212.1 million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001570827false00015708272026-11-042026-11-04

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

November 4, 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 November 4, 2026, Victory Capital Holdings, Inc., (the “Company”) issued a press release (the “Earnings Press Release”) reporting results for the three and nine months ended September 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 November 4, 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: November 4, 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 Strong Third Quarter 2026 Results, Highlighted by Record Gross Sales and Net Flows

Third Quarter Highlights

•Record quarter-end total client assets of $355.5 billion

•Record long-term gross sales of $30.5 billion

•Record long-term net inflows of $11.7 billion

•GAAP operating margin of 34.7%

•GAAP net income per diluted share of $1.11

•Adjusted EBITDA margin of 53.5%

•Adjusted net income with tax benefit per diluted share of $1.98

•Announced definitive agreement to acquire First Eagle Investments

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

San Antonio, Texas, November 4, 2026 — Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported financial results for the quarter ended September 30, 2026.

“We delivered record levels of both long-term gross sales of $30.5 billion and long-term net flows of $11.7 billion for the quarter, representing an annualized organic growth rate of approximately 14%,” said David C. Brown, Chairman and Chief Executive Officer. “Year to date, our long-term net flows reached $15.4 billion, and we achieved record quarter-end total client assets of $355.5 billion.

“The drivers of our record gross sales and net flows were broad-based. Our U.S. intermediary, U.S. institutional and international channels each generated positive long-term net flows. Net flows were positive across numerous asset classes, including fixed income, solutions and global equity, with contributions from multiple Investment Franchises and our Solutions Platform, driven by our VictoryShares ETF platform. Together, these results showcase the breadth and depth of our product set and distribution, which allows us to align with client demand across market cycles.

“Investment performance remained strong during the quarter. As of September 30, 2026, 60%, 69%, 63% and 77% of our AUM outperformed benchmarks over the respective 1-, 3-, 5- and 10-year periods. In addition, 62% of our rated mutual fund and ETF AUM had an Overall Morningstar Rating of four or five stars.

“We continued to deliver an industry-leading margin. Our Adjusted EBITDA margin was 53.5% for the quarter and 54.0% year to date. Our margin reflects the durability of our platform and the discipline we apply across every dimension of our business.

“Our strong cash generation also supported meaningful capital return. During the quarter, we returned $81 million to shareholders, including $39 million to repurchase shares of VCTR common stock, with the balance paid as dividends.

“In August 2026, we announced a definitive agreement to acquire First Eagle Investments. Acquiring First Eagle Investments is a transformational transaction that will add size and scale across our business and allow us to increase our distribution footprint inside and outside the United States. Additionally, it will add a differentiated global value multi-asset capability,

complementary equity and fixed income capabilities, a scaled CLO and alternative credit platform, along with a track record of years of positive net flows, including year to date through the end of September 2026, as well as strong investment performance. Our teams are deeply engaged in integration planning and working toward closing. We expect the transaction to close by the end of the first quarter of 2027, subject to customary closing conditions, including certain regulatory approvals and client consents.

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

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

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

		For the Three Months Ended															For the Nine Months Ended
		September 30,					June 30,					September 30,					September 30,					September 30,
		2026					2026					2025					2026					2025
Assets Under Management1
Ending		$		351,869			$		342,450			$		310,644			$		351,869			$		310,644
Average				350,630					331,345					303,584					333,574					254,117
AUM Long-term Flows2
Long-term Gross		$		30,488			$		22,113			$		16,962			$		71,548			$		41,694
Long-term Net				11,702					4,201					(244	)				15,446					(2,109	)
AUM Money Market/Short-term Flows
Money Market / Short-term Gross		$		327			$		311			$		334			$		873			$		819
Money Market / Short-term Net				(2	)				(91	)				(48	)				(290	)				(236	)
AUM Total Flows
Total Gross		$		30,816			$		22,424			$		17,296			$		72,422			$		42,513
Total Net				11,700					4,110					(292	)				15,156					(2,345	)
Consolidated Financial Results (GAAP)
Revenue		$		396.6			$		435.4			$		361.2			$		1,219.9			$		932.0
AUM revenue realization (in bps)				44.8					47.9					47.2					46.3					49.0
Operating expenses				258.9					241.6					223.1					729.3					606.8
Income from operations				137.7					193.7					138.1					490.7					325.2
Operating margin				34.7	%				44.5	%				38.2	%				40.2	%				34.9	%
Net income				91.3					139.4					96.5					342.8					217.3
Earnings per diluted share		$		1.11			$		1.68			$		1.11			$		4.11			$		2.73
Cash flow from operations				223.4					135.4					165.2					479.7					240.4
Adjusted Performance Results (Non-GAAP)3
Adjusted EBITDA		$		212.1			$		242.7			$		190.5			$		658.9			$		485.4
Adjusted EBITDA margin				53.5	%				55.8	%				52.7	%				54.0	%				52.1	%
Adjusted net income				152.5					172.2					130.9					467.4					331.3
Tax benefit of goodwill and acquired intangible assets				10.7					10.7					10.5					31.9					30.9
Adjusted net income with tax benefit				163.2					182.9					141.3					499.3					362.2
Adjusted net income with tax benefit per diluted share4		$		1.98			$		2.21			$		1.63			$		5.99			$		4.59

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

2

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.

3

AUM, Flows and Investment Performance

At September 30, 2026, Victory Capital had total client assets of $355.5 billion, assets under management of $351.9 billion, and other assets of $3.6 billion. Total AUM increased by $9.4 billion to $351.9 billion at September 30, 2026, compared with $342.5 billion at June 30, 2026. The increase was primarily due to net inflows of $11.7 billion partially offset by negative market action of $2.2 billion.

As of September 30, 2026, Victory Capital offered 187 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of September 30, 2026.

Percentage of AUM Outperforming Benchmark
Trailing		Trailing		Trailing		Trailing
1-Year		3-Years		5-Years		10-Years
60%		69%		63%		77%

Third Quarter 2026 Compared with Second Quarter 2026

Revenue decreased 8.9% to $396.6 million in the third quarter, compared with $435.4 million in the second quarter, primarily due to the crystallization of certain annual fees received in the second quarter and changes in asset class and client mix, partially offset by higher average AUM over the comparable period. GAAP operating margin contracted by 980 basis points in the third quarter to 34.7%, down from 44.5% in the second quarter, due to a decrease in revenue and $16.2 million increase in acquisition-related costs as a result of the First Eagle Investments (“First Eagle”) transaction. Third quarter GAAP net income decreased 34.5% to $91.3 million, down from $139.4 million in the prior quarter.

Adjusted net income with tax benefit decreased 10.7% to $163.2 million, or $1.98 per diluted share, in the third quarter, down from $182.9 million, or $2.21 per diluted share, in the second quarter. Adjusted EBITDA decreased $30.6 million to $212.1 million in the third quarter compared to $242.7 million in the second quarter. Adjusted EBITDA margin contracted 230 basis points in the third quarter of 2026 to 53.5% compared with 55.8% in the prior quarter.

Third Quarter 2026 Compared with Third Quarter 2025

Revenue for the three months ended September 30, 2026, increased 9.8% to $396.6 million, compared with $361.2 million in the same quarter of 2025 as a result of higher average AUM over the comparable period.

Operating expenses were $258.9 million compared with $223.1 million in last year’s third quarter reflecting increases in variable operating expenses that rose as a result of higher average AUM and acquisition-related costs as a result of the First Eagle transaction, partially offset by a decrease in integration costs. GAAP operating margin contracted 350 basis points to 34.7% in the third quarter, from 38.2% in the same quarter of 2025. GAAP net income decreased 5.4% to $91.3 million in the third quarter compared with $96.5 million in the same quarter of 2025.

Adjusted net income with tax benefit increased 15.5% to $163.2 million, or $1.98 per diluted share, in the third quarter, compared with $141.3 million, or $1.63 per diluted share in the same quarter last year. Adjusted EBITDA increased 11.4% to $212.1 million, compared with $190.5 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin expanded 80 basis points to 53.5% in the third quarter of 2026, compared with 52.7% in the same quarter last year.

4

Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 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 nine months ended September 30, 2026, increased 30.9% to $1.2 billion, compared with $932.0 million in the same period of 2025 as a result of higher average AUM over the comparable period.

GAAP operating margin expanded 530 basis points to 40.2% in the nine months ended September 30, 2026, up from 34.9% in the same period of 2025. The improvement was due to decreases in acquisition-related and restructuring and integration costs of $12.4 million and $18.6 million, respectively, primarily related to the acquisition of Amundi US in 2025 partially offset by higher variable operating expenses as a result of the higher average AUM and an expanded business. Nine months ended September 30, 2026 GAAP net income increased 57.8% to $342.8 million, up from $217.3 million in the prior period.

Adjusted net income with tax benefit increased 37.9% to $499.3 million, or $5.99 per diluted share, in the nine months ended September 30, 2026, compared with $362.2 million, or $4.59 per diluted share in the same period last year. Adjusted EBITDA increased 35.7% to $658.9 million, compared with $485.4 million in the same period of last year. Year-over-year, adjusted EBITDA margin expanded 190 basis points to 54.0% for the nine months ended September 30, 2026, compared with 52.1% in the same period of last year.

Balance Sheet / Capital Management

The total debt outstanding as of September 30, 2026 was approximately $975 million.

For the three months ended September 30, 2026, the Company repurchased approximately 0.4 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 December 23, 2026, to shareholders of record on December 10, 2026.

Conference Call, Webcast and Slide Presentation

The Company will host a conference call tomorrow morning, November 5, 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 160 367 883. 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 $355.5 billion in total client assets, as of September 30, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage

5

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

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

FORWARD-LOOKING STATEMENTS

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

6

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 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.

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.

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

7

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 Nine Months Ended
		September 30,					June 30,					September 30,					September 30,					September 30,
		2026					2026					2025					2026					2025
Revenue
Investment management fees		$		322,085			$		362,243			$		288,509			$		1,000,697			$		744,116
Fund administration and distribution fees				74,488					73,118					72,686					219,226					187,893
Total revenue				396,573					435,361					361,195					1,219,923					932,009
Expenses
Personnel compensation and benefits				126,001					125,500					96,983					357,356					262,037
Distribution and other asset-based expenses				72,403					68,590					66,160					208,403					163,676
General and administrative				22,899					22,915					23,463					66,429					61,172
Depreciation and amortization				20,516					20,585					22,032					61,677					51,258
Change in value of consideration payable for acquisition of business				561					2,041					3,841					6,139					8,339
Acquisition-related costs				15,529					(653	)				379					22,534					34,909
Restructuring and integration costs				941					2,634					10,211					6,728					25,370
Total operating expenses				258,850					241,612					223,069					729,266					606,761
Income from operations				137,723					193,749					138,126					490,657					325,248
Operating margin				34.7	%				44.5	%				38.2	%				40.2	%				34.9	%
Other income (expense)
Interest income and other income				82					7,721					4,875					10,559					11,585
Interest expense and other financing costs				(13,865	)				(12,192	)				(13,113	)				(40,138	)				(39,558	)
Loss on debt extinguishment				—					(2,028	)				(614	)				(2,028	)				(614	)
Total other expense, net				(13,783	)				(6,499	)				(8,852	)				(31,607	)				(28,587	)
Income before income taxes				123,940					187,250					129,274					459,050					296,661
Income tax expense				(32,639	)				(47,846	)				(32,733	)				(116,205	)				(79,411	)
Net income		$		91,301			$		139,404			$		96,541			$		342,845			$		217,250
Preferred stock dividends				(10,018	)				(10,018	)				(9,696	)				(29,806	)				(19,369	)
Income attributable to Preferred stockholders				(12,254	)				(23,969	)				(12,528	)				(53,084	)				(15,913	)
Net income attributable to common shareholders		$		69,029			$		105,417			$		74,317			$		259,955			$		181,968
Earnings per share of common stock
Basic		$		1.12			$		1.70			$		1.12			$		4.16			$		2.77
Diluted				1.11					1.68					1.11					4.11					2.73
Weighted average number of shares outstanding
Basic				61,740					62,151					66,206					62,502					65,728
Diluted				62,471					62,782					66,964					63,301					66,620
Dividends declared per share		$		0.50			$		0.50			$		0.49			$		1.49			$		1.45

8

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 Nine Months Ended
		September 30,					June 30,					September 30,					September 30,					September 30,
		2026					2026					2025					2026					2025
Net income (GAAP)		$		91,301			$		139,404			$		96,541			$		342,845			$		217,250
Income tax expense				(32,639	)				(47,846	)				(32,733	)				(116,205	)				(79,411	)
Income before income taxes		$		123,940			$		187,250			$		129,274			$		459,050			$		296,661
Interest expense				14,114					12,283					12,136					40,055					36,857
Depreciation				2,218					2,288					3,295					6,785					8,699
Other business taxes				481					431					637					357					2,252
Amortization of acquisition-related intangible assets				18,297					18,297					18,737					54,891					42,559
Share-based compensation				32,547					10,835					2,022					46,968					5,182
Acquisition, restructuring and exit costs				20,364					8,716					21,400					47,779					88,711
Debt issuance costs				174					2,617					2,950					2,987					4,454
Adjusted EBITDA		$		212,135			$		242,717			$		190,451			$		658,872			$		485,375
Adjusted EBITDA margin				53.5	%				55.8	%				52.7	%				54.0	%				52.1	%
Net income (GAAP)		$		91,301			$		139,404			$		96,541			$		342,845			$		217,250
Adjustment to reflect the operating performance of the Company
Other business taxes				481					431					637					357					2,252
Amortization of acquisition-related intangible assets				18,297					18,297					18,737					54,891					42,559
Share-based compensation				32,547					10,835					2,022					46,968					5,182
Acquisition, restructuring and exit costs				20,364					8,716					21,400					47,779					88,711
Debt issuance costs				174					2,617					2,950					2,987					4,454
Tax effect of above adjustments				(10,646	)				(8,142	)				(11,437	)				(28,471	)				(29,094	)
Adjusted net income		$		152,518			$		172,158			$		130,850			$		467,356			$		331,314
Adjusted net income per diluted share2		$		1.85			$		2.08			$		1.51			$		5.61			$		4.20
Weighted average number of shares outstanding - diluted (GAAP)				62,471					62,782					66,964					63,301					66,620
Weighted average number of shares outstanding - diluted (Non-GAAP)2				82,508					82,818					86,751					83,310					78,833
Tax benefit of goodwill and acquired intangible assets		$		10,716			$		10,716			$		10,487			$		31,947			$		30,883
Tax benefit of goodwill and acquired intangible assets per diluted share2		$		0.13			$		0.13			$		0.12			$		0.38			$		0.39
Adjusted net income with tax benefit		$		163,234			$		182,874			$		141,337			$		499,303			$		362,197
Adjusted net income with tax benefit per diluted share2		$		1.98			$		2.21			$		1.63			$		5.99			$		4.59

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.

9

Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except for per share amounts)

		September 30, 2026					December 31, 2025
Assets
Cash and cash equivalents		$		207,724			$		163,690
Receivables				188,759					181,141
Prepaid expenses				23,738					16,071
Investments, at fair value				90,862					99,394
Property and equipment, net				20,658					23,833
Goodwill				1,235,940					1,235,940
Other intangible assets, net				2,423,362					2,477,617
Operating lease right-of-use assets				44,694					48,650
Other assets				591					1,514
Total assets		$		4,236,328			$		4,247,850
Liabilities and stockholders' equity
Accounts payable and accrued expenses		$		83,071			$		72,387
Accrued compensation and benefits				89,404					86,355
Consideration payable for acquisition of business				53,760					87,564
Deferred tax liability, net				497,530					479,792
Operating lease liabilities				42,405					45,610
Other liabilities				81,598					81,399
Long-term debt, net1				965,911					970,014
Total liabilities				1,813,679					1,823,121
Stockholders' equity
Common stock, $0.01 par value per share: 2026 - 600,000 shares authorized, 89,269 shares issued and 61,902 shares outstanding; 2025 - 600,000 shares authorized, 87,867 shares issued and 64,150 shares outstanding				893					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				2,165,543					2,102,938
Treasury stock, at cost: 2026 - 27,367 shares; 2025 - 23,717 shares				(1,067,358	)				(786,008	)
Accumulated other comprehensive income				6,768					9,020
Retained earnings				1,316,603					1,097,701
Total stockholders' equity				2,422,649					2,424,729
Total liabilities and stockholders' equity		$		4,236,328			$		4,247,850

1 Balances at September 30, 2026 and December 31, 2025 are shown net of unamortized loan discount and debt issuance costs in the amount of $9.3 million and $12.5 million, respectively. The gross amount of debt outstanding was $975.2 million and $982.5 million at September 30, 2026 and December 31, 2025, respectively.

10

Victory Capital Holdings, Inc. and Subsidiaries

Total Client Assets

(unaudited; in millions)

		For the Three Months Ended
		September 30,					June 30,					September 30,
		2026					2026					2025
Beginning AUM		$		342,450			$		309,835			$		298,563
Beginning other assets1				3,611					3,268					3,050
Beginning total client assets				346,061					313,103					301,613
AUM net cash flows				11,700					4,110					(292	)
Other assets net cash flows				—					—					(502	)
Total client assets net cash flows				11,700					4,110					(794	)
AUM market appreciation (depreciation)				(2,208	)				28,510					14,515
Other assets market appreciation (depreciation)				31					343					177
Total client assets market appreciation (depreciation)				(2,177	)				28,853					14,692
AUM realizations and distributions				(56	)				(5	)				—
Acquired & divested assets / Net transfers4				(16	)				—					(2,141	)
Ending AUM				351,869					342,450					310,644
Ending other assets				3,642					3,611					2,726
Ending total client assets				355,511					346,061					313,370
Average total client assets2				354,304					334,856					306,457

		For the Nine Months Ended
		September 30,					September 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				15,156					(2,345	)
Other assets net cash flows				390					(1,948	)
Total client assets net cash flows				15,546					(4,293	)
AUM market appreciation (depreciation)				23,505					31,589
Other assets market appreciation (depreciation)				406					509
Total client assets market appreciation (depreciation)				23,911					32,098
AUM realizations and distributions				(518	)				(24	)
Acquired & divested assets / Net transfers4				(49	)				109,493
Ending AUM				351,869					310,644
Ending other assets				3,642					2,726
Ending total client assets				355,511					313,370
Average total client assets3				336,981					257,625

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 September 30, 2026, June 30, 2026 and September 30, 2025 total client assets revenue realization was 44.4 basis points, 47.4 basis points and 46.8 basis points, respectively.

3For the nine-month periods ending September 30, 2026 and 2025 total client assets revenue realization was 45.9 basis points and 48.4 basis points, respectively.

11

4Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises. Nine months ended September 30, 2025 includes the impact of Pioneer Investments, increasing AUM by $114.6 billion, partially offset by assets divested due to the closure of three Investment Franchises.

12

Victory Capital Holdings, Inc. and Subsidiaries

Total Assets Under Management1

(unaudited; in millions)

		For the Three Months Ended
		September 30,					June 30,					September 30,
		2026					2026					2025
Beginning assets under management		$		342,450			$		309,835			$		298,563
Gross client cash inflows				30,816					22,424					17,296
Gross client cash outflows				(19,116	)				(18,314	)				(17,588	)
Net client cash flows				11,700					4,110					(292	)
Market appreciation (depreciation)				(2,208	)				28,510					14,515
Realizations and distributions				(56	)				(5	)				—
Acquired & divested assets / Net transfers2				(16	)				—					(2,141	)
Ending assets under management				351,869					342,450					310,644
Average assets under management				350,630					331,345					303,584
		For the Nine Months Ended
		September 30,					September 30,
		2026					2025
Beginning assets under management		$		313,775			$		171,930
Gross client cash inflows				72,422					42,513
Gross client cash outflows				(57,265	)				(44,858	)
Net client cash flows				15,156					(2,345	)
Market appreciation (depreciation)				23,505					31,589
Realizations and distributions				(518	)				(24	)
Acquired assets / Net transfers2				(49	)				109,493
Ending assets under management				351,869					310,644
Average assets under management				333,574					254,117

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

2 Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises. Nine months ended September 30, 2025 includes the impact of Pioneer Investments, increasing AUM by $114.6 billion, partially offset by assets divested due to the closure of three Investment Franchises.

13

Victory Capital Holdings, Inc. and Subsidiaries

Other Assets (Institutional)1

(unaudited; in millions)

		For the Three Months
		September 30,					June 30,					September 30,
		2026					2026					2025
Beginning other assets (institutional)		$		3,611			$		3,268			$		3,050
Gross client cash inflows				—					—					—
Gross client cash outflows				—					—					(502	)
Net client cash flows				—					—					(502	)
Market appreciation (depreciation)				31					343					177
Realizations and distributions				—					—					—
Acquired & divested assets / Net transfers				—					—					—
Ending other assets (institutional)				3,642					3,611					2,726
Average other assets (institutional)2				3,673					3,511					2,873
		For the Nine Months Ended
		September 30,					September 30,
		2026					2025
Beginning other assets (institutional)		$		2,846			$		4,165
Gross client cash inflows				627					—
Gross client cash outflows				(237	)				(1,948	)
Net client cash flows				390					(1,948	)
Market appreciation (depreciation)				406					509
Realizations and distributions				—					—
Acquired & divested assets / Net transfers				—					—
Ending other assets (institutional)				3,642					2,726
Average other assets (institutional)3				3,408					3,508

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 September 30, 2026, June 30, 2026 and September 30, 2025 total other assets (institutional) revenue realization was 3.3 basis points, 3.4 basis points and 3.3 basis points, respectively.

3For the nine-month periods ending September 30, 2026 and 2025 total other assets (institutional) revenue realization was 3.4 basis points and 3.3 basis points, respectively.

14

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
September 30, 2026
Beginning assets under management		$		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 assets / Net transfers				(5	)				(18	)				6					(59	)				(57	)				56					9					(69	)				53					(16	)
Ending assets under management		$		27,906			$		9,652			$		88,146			$		65,963			$		38,849			$		113,935			$		3,750			$		348,201			$		3,668			$		351,869
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
September 30, 2025
Beginning assets under management		$		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 assets / Net transfers2				(14	)				(209	)				(939	)				(626	)				(304	)				(95	)				7					(2,180	)				38					(2,141	)
Ending assets under management		$		31,877			$		12,722			$		80,386			$		63,061			$		28,960			$		86,963			$		3,016			$		306,985			$		3,660			$		310,644

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

2Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises.

15

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Asset Class

(unaudited; in millions)

For the Nine 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
September 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				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 assets / Net transfers				(18	)				(24	)				58					(131	)				(106	)				33					6					(181	)				132					(49	)
Ending assets under management		$		27,906			$		9,652			$		88,146			$		65,963			$		38,849			$		113,935			$		3,750			$		348,201			$		3,668			$		351,869
September 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				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 assets / Net transfers2				2,351					(358	)				53,526					41,545					3,485					8,487					9					109,045					448					109,493
Ending assets under management		$		31,877			$		12,722			$		80,386			$		63,061			$		28,960			$		86,963			$		3,016			$		306,985			$		3,660			$		310,644

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

2Nine months ended September 30, 2025 includes the impact of Pioneer Investments, increasing AUM by $114.6 billion, partially offset by assets divested due to the closure of three Investment Franchises.

16

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Region

(unaudited; in millions)

	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 AUM1		$	351,869				100	%		$	310,644				100	%

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

17

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
September 30, 2026
Beginning assets under management		$		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 assets / Net transfers				—					—					(16	)				(16	)
Ending assets under management		$		178,128			$		23,582			$		150,159			$		351,869
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
September 30, 2025
Beginning assets under management		$		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 assets / Net transfers5				(1,276	)				—					(866	)				(2,141	)
Ending assets under management		$		172,923			$		13,786			$		123,935			$		310,644

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

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

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

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

5 Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises.

18

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

For the Nine Months Ended		By Vehicle
												Separate
												Accounts
		Mutual										and Other					Total
		Funds1					ETFs2					Vehicles3					AUM4
September 30, 2026
Beginning assets under management		$		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 assets / Net transfers				(25	)				(33	)				9					(49	)
Ending assets under management		$		178,128			$		23,582			$		150,159			$		351,869
September 30, 2025
Beginning assets under management		$		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 assets / Net transfers5				49,617					82					59,794					109,493
Ending assets under management		$		172,923			$		13,786			$		123,935			$		310,644

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

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

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

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

5 Nine months ended September 30, 2025 includes the impact of Pioneer Investments, increasing AUM by $114.6 billion, partially offset by assets divested due to the closure of three Investment Franchises.

19

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.

20

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