[8-K] VIRTUS INVESTMENT PARTNERS, INC. Reports Material Event

Rhea-AI Filing Summary

Virtus Investment Partners, Inc. replaced its prior credit arrangements by entering a new credit agreement that establishes a $400.0 million term loan with a seven-year maturity and a $250.0 million revolving credit facility with a five-year maturity. The company may request additional revolving commitments or additional term loans under customary conditions. Proceeds of the term loan were used to refinance the outstanding prior term loan, for general corporate purposes, and to pay related fees and expenses.

Amounts outstanding under the new agreement bear interest at the company’s option either at Term SOFR for 1-, 3- or 6-month interest periods plus a margin of 2.25%, or at an alternate base rate plus a margin of 1.25%. The master guarantee and collateral agreements under the prior facility were terminated and replaced by new agreements.

Positive

• $400.0 million term loan provides multi-year committed financing with a seven-year maturity
• $250.0 million revolving credit facility supplies five-year committed liquidity for working capital or corporate needs
• Proceeds used to refinance the outstanding prior term loan, consolidating debt under the new agreement
• Right to request additional commitments or additional term loans offers financing flexibility

Negative

• Creates new material debt obligations that the company is now responsible for under the Credit Agreement
• Interest is variable (Term SOFR or alternate base rate) exposing the company to rate fluctuations

Insights

Credit Analyst

TL;DR: Company secured multi-year committed financing: $400M term loan and $250M revolver, with SOFR- and base-rate-based margins.

The replacement credit agreement establishes committed liquidity and extends maturities with a seven-year term loan and a five-year revolver, improving visibility on financing runway. Interest is variable with a Term SOFR-based option at a 2.25% margin and an alternate base-rate option at 1.25%, and customary conditions allow incremental facilities. The filing confirms termination of prior credit, guarantee and collateral agreements and incorporation of the new agreements as exhibits.

Corporate Finance Specialist

TL;DR: The company refinanced its existing term loan and replaced legacy credit documents, creating a defined capital structure for the near-to-medium term.

The transaction uses term loan proceeds to refinance the prior term loan and to fund general corporate needs, consolidating debt under a single, updated credit agreement. The documented ability to seek additional commitments or term loans provides flexibility. The new master guarantee and collateral agreements replace the prior arrangements, aligning security and guarantee terms with the new facility.

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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

September 26, 2025

Date of Report (date of earliest event reported)

VIRTUS INVESTMENT PARTNERS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-10994

26-3962811

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

One Financial Plaza

Hartford

CT

06103

(Address of principal executive offices)

(Zip Code)

(800) 248-7971

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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, $0.01 par value			VRTS			New York Stock Exchange

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 1.01        Entry into a Material Definitive Agreement.

On September 26, 2025, Virtus Investment Partners, Inc. (the “Company”) replaced its current credit agreement dated September 28, 2021, as amended, by entering into a credit agreement (the “Credit Agreement”) with inter alia, the lenders party thereto (the “Lenders”) and Morgan Stanley Senior Funding, Inc. as administrative agent. The Credit Agreement provides for (a) a $400.0 million term loan for the Company with a seven-year term and (b) a $250.0 million revolving credit facility for the Company with a five-year term. The Company has the right, subject to customary conditions specified in the Credit Agreement, to request additional revolving credit facility commitments and additional term loans to be made under the Credit Agreement. The proceeds of the term loan have been applied to refinance the outstanding term loan under the September 28, 2021 credit agreement, general corporate purposes, and customary fees and expenses in connection with entering into the Credit Agreement.

Amounts outstanding under the Credit Agreement bear interest at an annual rate equal to, at the option of the Company, either Term SOFR for interest periods of one, three or six months or an alternate base rate, in either case plus an applicable margin. The applicable margins are 2.25%, in the case of Term SOFR-based loan, and 1.25%, in the case of alternate base rate loan. The remaining terms of the Credit Agreement as substantially similar to those set forth in the current credit agreement.

The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 1.02     Termination of a Material Definitive Agreement.

In connection with the Company’s entry into the Credit Agreement, the credit agreement dated as of September 28, 2021, as amended, with, inter alia, the lenders party thereto and Morgan Stanley Senior Fund, Inc. as administrative agent was terminated in its entirety and replaced by the Credit Agreement, and the master guarantee agreement and collateral agreement, each dated as of September 28, 2021, were also terminated in their entirety and replaced with the master guarantee agreement and collateral agreement, each dated as of September 26, 2025.

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this item.

Item 9.01        Financial Statements and Exhibits.

(d)     Exhibits    The following exhibits are filed herewith:

10.1    Credit Agreement, dated as of September 26, 2025, by and among Virtus Investment Partners, Inc. as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent, and the Lenders party thereto

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

SIGNATURES

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

VIRTUS INVESTMENT PARTNERS, INC.

Dated:

October 1, 2025

By:

/s/ Michael A. Angerthal

Name:

Michael A. Angerthal

Title:

Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What new financings did Virtus (VRTS) establish?

The company entered a credit agreement providing a $400.0 million term loan (seven-year) and a $250.0 million revolving credit facility (five-year).

How will Virtus use the proceeds from the term loan?

Proceeds were applied to refinance the outstanding prior term loan, for general corporate purposes, and to pay customary fees and expenses.

What interest rates apply to amounts borrowed under the new agreement?

Borrowings bear interest at the company's option either at Term SOFR plus a 2.25% margin or an alternate base rate plus a 1.25% margin.

Can Virtus increase its borrowing capacity under the agreement?

Yes. Subject to customary conditions in the Credit Agreement, the company may request additional revolving credit commitments and additional term loans.

Did the new credit agreement replace prior agreements?

Yes. The prior credit agreement, master guarantee agreement and collateral agreement were terminated and replaced by the new credit, guarantee and collateral agreements.