Slides
Page 1
Fourth Quarter 2025 Earnings Presentation February 5, 2026
Page 2
2 This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although we believe the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others, the following: reductions in our 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 Ukraine, Venezuela, China / Taiwan, and / or the Middle East, a pandemic, tariffs or trade restrictions; the nature of our contracts and investment advisory agreements; our ability to maintain historical returns and sustain our historical growth; our dependence on third parties to market our strategies and provide products or services for the operation of our business; our ability to retain key investment professionals or members of our senior management team; our reliance on the technology systems supporting our operations; our ability to successfully acquire and integrate new companies; risks associated with expected benefits of the Amundi transaction and the related impact on our business; the concentration of our investments in long only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; our efforts to establish and develop new teams and strategies; the ability of our investment teams to identify appropriate investment opportunities; our ability to limit employee misconduct; our ability to meet the guidelines set by our clients; our exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; our ability to implement effective information and cyber security policies, procedures and capabilities; our substantial indebtedness; the potential impairment of our goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to our ETF platform; our determination that we are not required to register as an “investment company” under the Investment Company Act of 1940; the fluctuation of our expenses; our ability to respondto recent trends in the investment management industry; the level of regulation on investment management firms and our ability to respond to regulatory developments; the competitiveness of the investment management industry; and other risks and factors included, but not limited to, those listed under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, which is accessible on the SEC’s website at www.sec.gov. Forward Looking Statements
Page 3
Agenda 3 Quarterly Business Overview Investment Performance Fourth Quarter 2025 Financial Results Appendix
Page 4
Quarterly Business Overview
Page 5
Business Overview 5 Q4 2025 Business Highlights Total client assets of $317Bn Adjusted EBITDA of $197.5MM Adjusted EBITDA margin of 52.8% Adjusted earnings per diluted share with tax benefit of $1.78 Full-Year 2025 Achievements Record highs: Gross Sales AUM Revenue EBITDA Earnings Per Share Cash Flow from Operations Closed transformative and multi-faceted transaction with Amundi Integration largely completed with $97MM of run rate net expense synergies achieved Globalized business with 17% of AUM from international clients in 60 countries and global distribution agreement with Amundi
Page 6
$0 $5 $10 $15 $20 ETF AUM (Bn) ETF Platform Update 6 Gaining Momentum ETF AUM up 85% Y-o-Y CAGR of 28% since 2017 Distribution Investing in intermediary platform partnerships Winning new platform placements and home office recommendations Commenced selling US- listed ETFs across Asia Dedicated ETF salespeople Additional product launches planned for 2026 2025 Net Flows $6.4 Bn +63% annual organic growth
Page 7
Strong Net Flow Profile Net flow positive since acquisition close Net flow positive in Q4 2025 Non-US Distribution Organization Increasing investments in pre-existing US infrastructure Victory sales team present in major geographies supporting Amundi salespeople 550 Amundi sales professionals (global and local), across geographies Strategic Distribution Agreement 15-year term, with auto renewals Victory Capital is Amundi’s exclusive provider of US-manufactured traditional active investment solutions Amundi’s global distribution channels/networks: 1,000 institutional clients 600 third party distributors Access to 200 million retail clients International Business Update 7 Equity US Equity Global Equity Enhanced Income Equity Fixed Income Ultrashort Core and Core-Plus Corporate Credit Investment Grade Non-investment grade Global Multi-Asset Income Internationally Distributed Investment Vehicles UCITS SMAs US-listed ETFs Country specific vehicles 22 UCITS Europe Asia Canada Middle East and Other $55 Bn of AUM
Page 8
Investment Performance
Page 9
Commitment to Long-Term Investment Performance 54 Total Mutual Funds and ETFs with 4- or 5-Star overall ratings 65% Total Mutual Funds and ETFs AUM with 4- or 5-Star overall ratings 9Charts and Morningstar data as of December 31, 2025. AUM outperforming benchmarks Strategies outperforming benchmarks 63% 63% 68% 78% 1-year period 3-year period 5-year period 10-year period 60% 62% 69% 68% 1-year period 3-year period 5-year period 10-year period
Page 10
$0 $50 $100 $150 $200 $250 $300 $350 $400 Dividends Share Repurchases Long-Term Growth & Capital Allocation Strategy 10 Enhancing Shareholder Value by: Improving platform with every strategic acquisition Evolving product set to drive organic growth Gaining efficiency from integrated platform Executing on inorganic growth strategy Being acquirer of choice for many asset managers Commitment to enhancing balance sheet flexibility Enhancing Balance Sheet Flexibility with: Capital allocation policy that supports growth strategy Strong free cash flow generation Increasing capacity to do additional deals Opportunistic and meaningful share repurchases Ancillary cash dividend Minimal cap ex needed; result of operating platform $0.2bn $0.4bn $1.6bn Capital Allocation Since IPO Capital Returned to Shareholders Strategic Acquisitions Share Repurchases Dividends ($MM) $1.2Bn Since IPO
Page 11
Acquisition Opportunity Set in US 11 $75Bn - $100Bn $2.4 Trillion $50Bn - $75Bn $2.3 Trillion $25Bn - $50 Bn $3.1 Trillion $10Bn - $25 Bn $3.1 Trillion $0 Bn - $10 Bn $3.5 Trillion $100Bn - $200Bn $6.4 Trillion > $200Bn $52.4Tr Focus Area ~$11.1 Trillion of AUM; >110 Firms Source: Aggregated data provided by Simfund datasets, October 2025. Track record of successful acquisitions ensuring no disruption to the investment team, investment process, or client experience. Strategic Opportunity Set 2021 AUM: $19 Bn ~12% of AUM 2016 AUM: $17 Bn ~50% of AUM 2025 AUM: $114 Bn ~68% of AUM 2019 AUM: $81 Bn ~127% of AUM AUM: $18 Bn ~100% of AUM 2014 Prior Transformative Acquisitions
Page 12
Fourth Quarter 2025 Financial Results
Page 13
Financial Results 13 Q4 2025 Financial Results Revenue of $374.1MM GAAP Operating Income of $153MM GAAP Net Income of $1.32 per diluted share Adjusted EBITDA of $197.5MM 52.8% Adjusted EBITDA margin Adjusted Net Income with tax benefit of $151.7MM Adjusted Net Income with tax benefit of $1.78 per diluted share Capital Management Repurchased >800,000 shares in the quarter Returned $93MM to shareholders in the fourth quarter Full-year capital return of $366MM Declared quarterly cash dividend of $0.49 per share Net leverage ratio of 1.0x Ended the quarter with $164MM of cash
Page 14
14 Total Client Assets Well-diversified distribution channels, client base, and geographies US Retail US Institutional US Direct International Clients in 60 countries Total Client Assets at Period End ($Bn) 0 50 100 150 200 250 300 350 Q1 '25 Q2 '25 Q3 '25 Q4'25 US Retail US Institutional US Direct International 313.4 301.6 171.4 316.6
Page 15
Gross Flows Gross Redemptions Net Flows 15 3/31/18 Long-Term AUM Flows Operating Metrics Q1 ‘25 Q2 ’25 Q3 ’25 Q4 ’25 Net long-term flows ($MM) -$1,205 -$660 -$244 -$2,089 Gross long-term flows for the quarter of $17.1Bn Multiple Investment Franchises / Platforms generated positive net long-term flows during the quarter or year Pioneer Investments VictoryShares ETFs Victory Income Investors WestEnd Advisors RS Global Solutions Platform Off-trend net flows in Q4 primarily driven by larger one-time items and year end client reallocations Long-Term AUM Flows ($Bn) 17.1 9.3 15.4 17.0
Page 16
16 Revenue • Revenue up 4% quarter- over-quarter Up 61% vs Q4 2024 • Higher average and EOP AUM Q-o-Q and Y-o-Y • Full year 2025 revenue up 46% from 2024 • Average fee rate up Q-o-Q Operating Metrics Q1 ‘25 Q2 ‘25 Q3 ‘25 Q4 ‘25 Average Total AUM ($Bn) 173.8 285.0 303.6 312.9 Average Fee Rate (bps) 51.2 49.4 47.2 47.4 219.6 351.2 361.2 374.1 Total Revenue ($MM) Average Total AUM excludes assets categorized as Other Assets with a range of fees from 2 to 4 basis points.
Page 17
24.3% 25.1% 22.8% 23.2% 0.0% 20. 0% 40. 0% 60. 0% 80. 0% 100.0% 120.0% Expenses ($MM) Q1 ‘25 Q2 ‘25 Q3 ‘25 Q4 ‘25 Cash compensation and payroll taxes 53.3 88.2 82.4 86.8 Acquisition / transaction related compensation (non-cash) - 13.1 7.0 7.5 Equity compensation (non-cash) 3.5 5.7 5.6 5.6 Deferred compensation MTM (non-cash) (0.7) 2.0 2.0 1.0 Total Compensation Expenses 56.1 108.9 97.0 101.0 Acquisition, restructuring, and integration expenses 9.9 40.9 14.4 7.9 All other non-personnel operating expenses 60.6 107.2 111.6 112.1 Total Operating Expenses 126.7 257.0 223.1 220.9 Unrealized gain/(loss) on deferred comp plan - offset (0.7) 2.0 2.0 1.0 Total Non-Operating Exp. (inclusive of def comp) 12.5 7.2 8.9 11.5 Total Expenses 139.2 264.2 231.9 232.5 Compensation and other variable expenses in line with expectations Lower acquisition, restructuring, and integration expense Achieved ~$97MM of the expected $110MM in total net expense synergies 139.2 264.2 232.5 Compensation Other Operating Non-Operating Cash compensation, % of revenue Total Expenses ($MM) 17 231.9
Page 18
-$0.25 $0. 25 $0. 75 $1. 25 $1. 75 $30.0 $55.0 $80.0 $105.0 $130.0 $155.0 $180.0 Adjusted Net Income Tax benefit ANI with tax benefit per share 18 Non-GAAP Metrics 9/30/17 Adjusted measures are non-GAAP financial measures. Reconciliations and explanations of these non- GAAP financial measures are provided at the end of this presentation. Operating Metrics Q1 ‘25 Q2 ‘25 Q3 ‘25 Q4 ‘25 Adjusted EBITDA ($MM) 116.4 178.5 190.5 197.5 Adjusted EBITDA margin (%) 53.0 50.8 52.7 52.8 $1.78 $1.36 $1.57 151.7 141.3 132.8 Adjusted net income with tax benefit per diluted share up 9% from previous quarter Adjusted net income with tax benefit up 7% quarter over quarter Adjusted EBITDA up 4% from previous quarter 2025 vs 2024 growth: Adjusted EPS up 19% Adjusted net income with tax benefit up 46% Adjusted EBITDA up 44% $1.63 88.1 $MM (except per-share data)
Page 19
19 Capital Management ($mm) 3/31/18 Highlights $164MM of cash on balance sheet $100MM revolver remains undrawn Record capital returned to shareholders for FY 2025 Debt ($MM) Leverage Ratio Selected Balance Sheet Items Dec 31, 2025 Cash / Cash Equivalents ($MM) 164 Debt ($MM) 983 Stockholders' Equity ($MM) 2,425 Diluted Shares Outstanding (MM) 85.2 Net Debt / Adjusted EBITDA 1.0x GAAP Operating Cash Flow ($MM) Interest Expense and Other Financing Costs ($MM) 972 972 985 983 Q1 '25 Q2 '25 Q3 '25 Q4'25 13.2 13.2 13.1 15.2 Q1 '25 Q2 '25 Q3 '25 Q4 '25 1.7 1.2 1.1 1.0 Q1 '25 Q2 '25 Q3 '25 Q4'25 81.1 -6.6 165.9 145.1 Q1 '25 Q2 '25 Q3 '25 Q4'25
Page 20
Appendix
Page 21
$0.00 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 $1.80 $2.00 Growth of Adjusted EPS with Tax Benefit 21 IPO Q1 2018 Quarterly EPS up 345% Strong History of EPS Growth
Page 22
Shareholder Value Creation since IPO $- $10 $20 $30 $40 $50 $60 $70 $0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 Stock Price Cash Dividends Per Share Cash Dividends Per Share Stock Price Total Shareholder Return of 475% $63.09 $13.00 22 IPO: Feb 7, 2018 Dec. 31, 2025 Shares Outstanding (MM) 40 45 50 55 60 65 70 75 80 85 90
Page 23
$0 $50 $100 $150 $200Adjusted EBITDA IPO Q1 2018 Growth of Adjusted EBITDA & Margin Expansion 23 52.8% $197.5 MILLION $39.8 MILLION 37.9% Quarterly Adjusted EBITDA up 396% Adj EBITDA Margin Expanded 1,490bps
Page 24
Ongoing and Future Cash-Tax Benefits Section 338(h)(10) Election • Stepped up cost basis of acquired indefinite lived intangible assets is deductible for corporate income tax purposes over 15 years o $1.4Bn in total future tax amortization o $350MM in future cash tax savings, assuming 25% tax rate o NPV $289MM, discounted at 6%, or >$3.40 per share Future Tax Amortization and Cash Tax Savings ($MM) 24 $- $20 $40 $60 $80 $100 $120 $140 $160 $180 $200 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 Current Tax Amortization Schedule Cash Tax Benefit using 25% Tax Rate
Page 25
Notes and Disclosures 25 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. Due to rounding, numbers presented in the following tables may not add up to precisely the totals provided. Adjusted EBITDA Adjustments made to GAAP Net Income to calculate Adjusted EBITDA, as applicable, are: • Adding back income tax expense; • Adding back interest paid on debt and other financing costs net of interest income; • Adding back depreciation on property and equipment; • Adding back other business taxes; • Adding back amortization expense on acquisition-related intangible assets; • Adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of equity grants related to the IPO; • Adding back direct incremental costs of acquisitions, including restructuring costs; • Adding back debt issuance costs; and • Adjusting for earnings/losses on equity method investments.
Page 26
Notes and Disclosures 26 Information Regarding Non-GAAP Financial Measures (cont.) Adjusted Net Income Adjustments made to GAAP Net Income to calculate Adjusted Net Income, as applicable, are: • Adding back other business taxes; • Adding back amortization expense on acquisition-related intangible assets; • Adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of any equity grants related to the IPO; • Adding back direct incremental costs of acquisitions, including restructuring costs; • Adding back debt issuance costs; and • 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.
Page 27
Consolidated Reconciliations of Adjusted EBITDA 27 For the three months ended, (in thousands except percentages) 12/31/2024 03/31/2025 06/30/2025 09/30/2025 12/31/2025 GAAP Net income $ 76,939 $ 61,975 $ 58,734 $ 96,541 $ 112,812 GAAP Income tax expense (21,654) (18,426) (28,252) (32,733) (28,847) GAAP income before taxes 98,593 80,401 86,986 129,274 141,659 Interest expense 13,971 12,521 12,200 12,136 15,367 Depreciation 2,228 2,168 3,236 3,295 2,519 Other business taxes 376 922 693 637 1,101 GAAP amortization of acquisition-related intangibles 5,286 5,264 18,558 18,737 19,074 Stock-based compensation 1,007 1,053 2,107 2,022 2,143 Acquisition, restructuring and exit costs 3,063 13,321 53,990 21,400 15,439 Debt issuance costs 981 749 755 2,950 174 Adjusted EBITDA $ 125,505 $ 116,399 $ 178,525 $ 190,451 $ 197,476 Revenue $ 232,368 $ 219,602 $ 351,212 $ 361,195 $ 374,122 Adjusted EBITDA Margin 54.0% 53.0% 50.8% 52.7% 52.8%
Page 28
Historical Reconciliations of Adjusted EBITDA For the three months ended, (in thousands except percentages) 3/31/2018 6/30/2018 9/30/2018 12/18/2018 3/31/2019 6/30/2019 9/30/2019 12/31/2019 3/31/2020 6/30/2020 9/30/2020 GAAP Net income $ 10,524 $ 18,675 $ 20,590 $ 13,915 $ 14,527 $ 14,383 $ 25,992 $ 37,589 $ 57,166 $ 44,720 $ 55,741 GAAP Income tax expense (3,557) (6,311) (6,562) (4,777) (4,807) (4,478) (8,058) (10,854) (16,823) (14,487) (17,027) GAAP income before taxes 14,081 24,986 27,152 18,692 19,334 18,861 34,050 48,443 73,989 59,207 72,768 Interest expense 8,094 4,229 4,053 3,797 3,853 3,613 18,388 14,852 10,528 8,267 7,497 Depreciation 736 736 775 709 571 612 682 1,130 884 746 814 Other business taxes 375 443 350 337 555 424 146 359 -3,296 219 256 GAAP amortization of acquisition-related intangibles 5,676 5,195 4,799 4,651 4,651 4,651 7,086 4,490 3,166 3,420 3,122 Stock-based compensation 3,322 3,968 4,005 3,943 1,478 3,321 4,326 5,724 5,372 3,068 2,806 Acquisition, restructuring and exit costs 518 560 1,647 3,664 2,777 4,575 24,452 24,947 -1,542 10,105 6,996 Debt issuance costs 6,702 361 373 371 364 366 10,002 2,387 2,389 1,312 1,386 Pre-IPO governance expenses 141 (3) - - - - - - - - - Earnings/losses from equity method investments 137 202 167 224 4 150 (2,837) - - - - Adjusted EBITDA $ 39,782 $ 40,677 $ 43,321 $ 36,388 $ 33,587 $ 36,573 $ 96,295 $ 102,332 $ 91,490 $ 86,344 $ 95,645 Revenue $ 104,964 $ 104,400 $ 108,082 $ 95,967 $ 87,479 $ 91,360 $ 214,980 $ 218,554 $ 204,421 $ 181,886 $ 188,656 Adjusted EBITDA Margin 37.9% 38.9% 40.1% 37.9% 38.40% 40.0% 44.8% 46.8% 44.8% 47.5% 50.7% 12/31/2020 3/31/2021 6/30/2021 9/30/2021 12/31/2021 3/31/2022 6/30/2022 9/30/2022 12/31/2022 3/31/2023 6/30/2023 GAAP Net income $ 54,895 $ 65,202 $ 69,270 $ 74,175 $ 69,742 $ 71,273 $ 79,205 $ 72,764 $ 52,269 $ 49,273 $ 56,671 GAAP Income tax expense (17,681) (17,662) (20,629) (18,181) (15,781) (19,271) (25,790) (12,582) (16,879) (12,597) (17,924) GAAP income before taxes 72,576 82,864 89,899 92,356 85,523 90,544 104,995 85,346 69,148 61,870 74,595 Interest expense 7,432 7,310 6,086 5,561 5,328 8,724 9,499 10,795 12,006 13,482 14,146 Depreciation 1,107 1,246 1,524 1,693 1,746 1,954 2,102 2,030 1,959 1,971 2,296 Other business taxes 265 374 524 376 383 590 541 539 448 384 382 GAAP amortization of acquisition-related intangibles 3,122 3,138 3,171 2,684 3,638 8,656 8,656 8,657 9,191 9,709 7,353 Stock-based compensation 3,774 4,636 3,124 2,851 2,499 2,633 2,860 2,230 2,420 2,004 1,538 Acquisition, restructuring and exit costs 13,904 4,389 6,544 8,425 15,188 -844 -24,033 -7,842 3,997 8,984 2,949 Debt issuance costs 1,459 2,793 1,304 960 532 2,061 1,560 1,064 935 748 756 Pre-IPO governance expenses - - - - - - - - - - - Earnings/losses from equity method investments 193 92 65 70 104 57 9 759 - - - Adjusted EBITDA $ 103,832 $ 106,842 $ 112,241 $ 114,976 $ 114,941 $ 114,375 $ 106,189 $ 103,578 $ 100,104 $ 99,152 $ 104,015 Revenue $ 200,388 $ 212,949 $ 221,904 $ 226,290 $ 229,122 $ 230,019 $ 216,006 $ 207,260 $ 201,515 $ 201,320 $ 204,226 Adjusted EBITDA Margin 51.8% 50.2% 50.6% 50.8% 50.2% 49.7% 49.2% 50.0% 49.7% 49.3% 50.9% 28 9/30/2023 12/31/2023 03/31/2024 06/30/2024 09/30/2024 GAAP Net income $ 52,007 $ 55,206 $ 55,691 $ 74,251 $ 81,983 GAAP Income tax expense (13,915) (18,316) (16,197) (21,524) (25,517) GAAP income before taxes 65,922 73,522 71,888 95,775 107,500 Interest expense 14,659 15,532 15,711 15,468 15,649 Depreciation 2,302 2,273 2,269 2,252 2,210 Other business taxes 636 305 369 414 366 GAAP amortization of acquisition-related intangibles 10,032 5,711 5,332 5,299 5,300 Stock-based compensation 1,451 1,503 1,327 940 972 Acquisition, restructuring and exit costs 11,463 5,586 14,705 (4,520) (11,513) Debt issuance costs 762 3,128 755 874 775 Pre-IPO governance expenses - - - - - Earnings/losses from equity method investments - - - - - Adjusted EBITDA $ 107,227 $ 107,560 $ 112,356 $ 116,502 $ 121,259 Revenue $ 209,688 $ 205,794 $ 215,857 $ 219,621 225,628 Adjusted EBITDA Margin 51.1% 52.3% 52.1% 53.0% 53.7%
Page 29
29 For the three months ended, (in thousands, except per-share data) 12/31/2024 03/31/2025 06/30/2025 09/30/2025 12/31/2025 GAAP Net Income $ 76,939 $ 61,975 $ 58,734 $ 96,541 $ 112,812 Other business taxes 376 922 693 637 1,101 GAAP amortization of acquisition-related intangibles 5,286 5,264 18,558 18,737 19,074 Stock-based compensation 1,007 1,053 2,107 2,022 2,143 Acquisition, restructuring and exit costs 3,063 13,321 53,990 21,400 15,439 Debt issuance costs 981 749 755 2,950 174 Tax effect of above adjustments (2,679) (5,327) (12,330) (11,437) (9,482) Adjusted Net Income 84,973 77,957 122,520 130,850 141,261 Tax benefit of goodwill and acquired intangibles 10,141 10,141 10,255 10,487 10,487 Adjusted Net Income with Tax Benefit $ 95,114 $ 88,098 $ 132,762 $ 141,337 $ 151,748 Weighted average shares outstanding – diluted 65,519 64,714 84,616* 86,751* 85,219* Adjusted Net income with Tax Benefit Per Diluted Share $ 1.45 $ 1.36 $ 1.57 $ 1.63 $ 1.78 Consolidated Reconciliations of Adjusted Net Income *When calculating adjusted diluted earnings per share, the Company includes participating securities—specifically, 19.7 million shares of Series A Non-Voting Convertible Preferred Stock for the period ending June 30, 2025, and 19.8 million shares of Series A Non-Voting Convertible Preferred Stock for the period ending September 30, 2025, and 19.9 million shares of Series A Non-Voting Convertible Preferred Stock for the period ending December 31, 2025.
Page 30
Historical Reconciliations of Adjusted Net Income 30 3/31/2018 6/30/2018 9/30/2018 12/31/2018 3/31/2019 6/30/2019 9/30/2019 12/31/2019 3/31/2020 6/30/2020 9/30/2020 GAAP Net Income $ 10,524 $ 18,675 $ 20,590 $ 13,915 $ 14,527 $ 14,383 $ 25,992 $ 37,589 $ 57,166 $ 44,720 $ 55,741 Other business taxes 375 443 350 337 555 424 146 359 -3296 219 256 GAAP amortization of acquisition-related intangibles 5,676 5,195 4,799 4,651 4,651 4,651 7,086 4,490 3,166 3,420 3,122 Stock-based compensation 3,322 3,968 4,005 3,943 1,478 3,321 4,326 5,724 5,372 3,068 2,806 Acquisition, restructuring and exit costs 518 560 1,647 3,664 2,777 4,575 24,452 24,947 -1,542 10,105 6,996 Debt issuance costs 6,702 361 373 371 364 366 10,002 2,387 2,389 1,312 1,386 Pre-IPO governance expenses 141 -3 - - - - - - - - - Tax effect of above adjustments 4,183 -2,631 -2,794 -3,241 -2,456 -3,334 -11,503 -9,477 -1,522 -4,531 -3,642 Adjusted Net Income 23,075 26,568 28,970 23,640 21,896 24,386 60,501 66,019 61,733 58,313 66,665 Tax benefit of goodwill and acquired intangibles 3,320 3,320 3,318 3,320 3,361 3,361 6,802 6,801 6,728 6,745 6,745 Adjusted Net Income with Tax Benefit $ 26,395 $ 29,888 $ 32,288 $ 26,960 $ 25,257 $ 27,747 $ 67,303 $ 72,820 $ 68,461 $ 65,058 $ 73,410 Weighted average shares outstanding – diluted 66,283 72,135 71,864 71,558 72,282 73,521 73,671 73,856 74,350 73,204 73,437 Adjusted Net income with Tax Benefit Per Diluted Share $ 0.40 $ 0.41 $ 0.45 $ 0.38 $ 0.35 $ 0.38 $ 0.91 $ 0.99 $ 0.92 $ 0.89 $ 1.00 12/31/2020 3/31/2021 6/30/2021 9/30/2021 12/31/2021 3/31/2022 6/30/2022 9/30/2022 12/31/2022 3/31/2023 6/30/2023 GAAP Net Income $ 54,895 $ 65,202 $ 69,270 $ 74,175 $ 69,742 $ 71,273 $ 79,205 $ 72,764 $ 52,269 $ 49,273 $ 56,671 Other business taxes 265 374 524 376 383 590 541 539 448 384 382 GAAP amortization of acquisition-related intangibles 3,122 3,138 3,171 2,684 3,638 8,656 8,656 8,657 9,191 9,709 7,353 Stock-based compensation 3,774 4,636 3,124 2,851 2,499 2,633 2,860 2,230 2,420 2,004 1,538 Acquisition, restructuring and exit costs 13,904 4,389 6,544 8,425 15,188 -844 -24,033 -7,842 3,997 8,984 2,949 Debt issuance costs 1,459 2,793 1,304 960 532 2,061 1,560 1,064 935 748 756 Pre-IPO governance expenses - - - - - - - - - - - Tax effect of above adjustments -5,631 -3,832 -3,667 -3,824 -5,560 -3,274 2,604 -1,163 -4,247 -5,457 -3,244 Adjusted Net Income 71,788 76,700 80,270 85,647 86,422 81,095 71,393 76,249 65,013 65,645 66,405 Tax benefit of goodwill and acquired intangibles 6,774 6,918 6,918 6,918 7,258 9,322 9,327 9,328 9,513 9,524 9,537 Adjusted Net Income with Tax Benefit $ 78,562 $ 83,618 $ 87,188 $ 92,565 $ 93,680 $ 90,417 $ 80,720 $ 85,577 $ 74,526 $ 75,169 $ 75,942 Weighted average shares outstanding – diluted 73,682 74,108 74,166 74,053 73,973 73,652 72,867 71,877 70,685 69,727 68,500 Adjusted Net income with Tax Benefit Per Diluted Share $ 1.07 $ 1.13 $ 1.18 $ 1.25 $ 1.27 $ 1.23 $ 1.11 $ 1.19 $ 1.05 $ 1.08 $ 1.11 9/30/2023 12/31/2023 03/31/2024 06/30/2024 09/30/2024 GAAP Net Income $ 52,007 $ 55,206 $ 55,691 $ 74,251 $ 81,983 Other business taxes 636 305 369 414 366 GAAP amortization of acquisition-related intangibles 10,032 5,711 5,332 5,299 5,300 Stock-based compensation 1,451 1,503 1,327 940 972 Acquisition, restructuring and exit costs 11,463 5,586 14,705 (4,520) (11,513) Debt issuance costs 762 3,128 755 874 775 Pre-IPO governance expenses - - - - - Tax effect of above adjustments -6,085 -4,061 -5,621 (753) 1,025 Adjusted Net Income 70,266 67,378 72,558 76,505 78,908 Tax benefit of goodwill and acquired intangibles 9,536 9,655 9,748 10,141 10,141 Adjusted Net Income with Tax Benefit $ 79,802 $ 77,033 $ 82,306 $ 86,646 $ 89,049 Weighted average shares outstanding – diluted 67,676 66,935 65,972 66,075 66,057 Adjusted Net income with Tax Benefit Per Diluted Share $ 1.18 $ 1.15 $ 1.25 $ 1.31 $ 1.35
Page 31
Detailed Reconciliation of Q4 ‘25 Adjusted Net Income 31 The Company includes participating securities in its computation of adjusted earnings per diluted share, including 19.9 million shares of Series A Non-Voting Convertible Preferred Stock for the three months ended December 31, 2025. Three months ended December 31, 2025 (in thousands, except per-share amounts) U.S. GAAP Basis Other Business Taxes GAAP Amortization of Acquisition- Related Intangibles Stock-Based Compensation Acquisition, Restructuring and Exit Costs Debt Issuance Costs Total Adjustments Non-GAAP Basis Tax Benefit of Goodwill and Acquired Intangibles Revenue Investment management fees 301,353$ –$ 301,353$ Fund administration and distribution fees 72,769 - 72,769 Total revenue 374,122 - - - - - - 374,122 Expenses Personnel compensation and benefits (1) 100,954 - - (2,143) (7,501) - (9,644) 91,310 Distribution and other asset-based expenses (2) 68,315 - - - - - - 68,315 General and administrative (2) 22,147 (1,101) - - - - (1,101) 21,046 Depreciation and amortization (2) 21,593 - (19,074) - - - (19,074) 2,519 Change in value of consideration payable for acquisition of business (2) 3,064 - - - (3,064) - (3,064) - Acquisition-related costs (2) 570 - - - (570) - (570) - Restructuring and integration costs (2) 4,304 - - - (4,304) - (4,304) - Total operating expenses 220,947 (1,101) (19,074) (2,143) (15,439) – (37,757) 183,190 Income/(loss) from operations 153,175 1,101 19,074 2,143 15,439 – 37,757 190,932 Other income (expense) Interest income and other income/(expense) (3) 3,713 - 3,713 Interest expense and other financing costs (3) (15,229) 174 174 (15,055) Loss on debt extinguishment (3) - - - - Total other income (expense), net (11,516) – – – – 174 174 (11,342) Income/(loss) before income taxes 141,659 1,101 19,074 2,143 15,439 174 37,931 179,590 Income tax (expense)/benefit (28,847) (275) (4,769) (536) (3,858) (44) (9,482) (38,329) 10,487 Net income/(loss) 112,812$ 826$ 14,305$ 1,607$ 11,581$ 130$ 28,449$ 141,261$ + 10,487$ = 151,748$ Earnings per share—basic 1.75$ 2.19$ 0.16$ Earnings per share—diluted 1.73$ 2.16$ 0.16$ Earnings per fully diluted share 1.32$ 1.66$ + 0.12$ = 1.78$ Weighted average shares outstanding—basic 64,584 64,584 64,584 Weighted average shares outstanding—diluted 65,329 65,329 65,329 Fully diluted shares 85,219 85,219 85,219 Memo: Expenses Personnel (1) 100,954 91,310 Operating (2) 119,993 91,880 Non-Operating (3) 11,516 11,342 Adjustments
Page 32
Detailed Reconciliation of Q3 ‘25 Adjusted Net Income 32 The Company includes participating securities in its computation of adjusted earnings per diluted share, including 19.8 million shares of Series A Non-Voting Convertible Preferred Stock for the three months ended September 30, 2025. Three months ended September 30, 2025 (in thousands, except per-share amounts) U.S. GAAP Basis Other Business Taxes GAAP Amortization of Acquisition- Related Intangibles Stock-Based Compensation Acquisition, Restructuring and Exit Costs Debt Issuance Costs Total Adjustments Non-GAAP Basis Tax Benefit of Goodwill and Acquired Intangibles Revenue Investment management fees 288,509$ –$ 288,509$ Fund administration and distribution fees 72,686 - 72,686 Total revenue 361,195 - - - - - - 361,195 Expenses Personnel compensation and benefits (1) 96,983 - - (2,022) (6,969) - (8,991) 87,992 Distribution and other asset-based expenses (2) 66,160 - - - - - - 66,160 General and administrative (2) 23,463 (637) - - - - (637) 22,826 Depreciation and amortization (2) 22,032 - (18,737) - - - (18,737) 3,295 Change in value of consideration payable for acquisition of business (2) 3,841 - - - (3,841) - (3,841) - Acquisition-related costs (2) 379 - - - (379) - (379) - Restructuring and integration costs (2) 10,211 - - - (10,211) - (10,211) - Total operating expenses 223,069 (637) (18,737) (2,022) (21,400) – (42,796) 180,273 Income/(loss) from operations 138,126 637 18,737 2,022 21,400 – 42,796 180,922 Other income (expense) Interest income and other income/(expense) (3) 4,875 - 4,875 Interest expense and other financing costs (3) (13,113) 2,336 2,336 (10,777) Loss on debt extinguishment (3) (614) 614 614 - Total other income (expense), net (8,852) – – – – 2,950 2,950 (5,902) Income/(loss) before income taxes 129,274 637 18,737 2,022 21,400 2,950 45,746 175,020 Income tax (expense)/benefit (32,733) (159) (4,684) (506) (5,350) (738) (11,437) (44,170) 10,487 Net income/(loss) 96,541$ 478$ 14,053$ 1,516$ 16,050$ 2,212$ 34,309$ 130,850$ + 10,487$ = 141,337$ Earnings per share—basic 1.46$ 1.98$ 0.16$ Earnings per share—diluted 1.44$ 1.95$ 0.16$ Earnings per fully diluted share 1.11$ 1.51$ + 0.12$ = 1.63$ Weighted average shares outstanding—basic 66,206 66,206 66,206 Weighted average shares outstanding—diluted 66,964 66,964 66,964 Fully diluted shares 86,751 86,751 86,751 Memo: Expenses Personnel (1) 96,983 87,992 Operating (2) 126,086 92,281 Non-Operating (3) 8,852 5,902 Adjustments
Page 33
Detailed Reconciliation of Q2 ‘25 Adjusted Net Income 33 Three months ended June 30, 2025 (in thousands, except per-share amounts) U.S. GAAP Basis Other Business Taxes GAAP Amortization of Acquisition- Related Intangibles Stock-Based Compensation Acquisition, Restructuring and Exit Costs Debt Issuance Costs Total Adjustments Non-GAAP Basis Tax Benefit of Goodwill and Acquired Intangibles Revenue Investment management fees 282,306$ –$ 282,306$ Fund administration and distribution fees 68,906 - 68,906 Total revenue 351,212 - - - - - - 351,212 Expenses Personnel compensation and benefits (1) 108,918 - - (2,107) (13,124) - (15,231) 93,687 Distribution and other asset-based expenses (2) 62,039 - - - - - - 62,039 General and administrative (2) 23,381 (693) - - - - (693) 22,688 Depreciation and amortization (2) 21,794 - (18,558) - - - (18,558) 3,236 Change in value of consideration payable for acquisition of business (2) 1,092 - - - (1,092) - (1,092) - Acquisition-related costs (2) 25,780 - - - (25,780) - (25,780) - Restructuring and integration costs (2) 13,994 - - - (13,994) - (13,994) - Total operating expenses 256,998 (693) (18,558) (2,107) (53,990) – (75,348) 181,650 Income/(loss) from operations 94,214 693 18,558 2,107 53,990 – 75,348 169,562 Other income (expense) Interest income and other income/(expense) (3) 6,006 - 6,006 Interest expense and other financing costs (3) (13,234) 755 755 (12,479) Loss on debt extinguishment (3) - - - - Total other income (expense), net (7,228) – – – – 755 755 (6,473) Income/(loss) before income taxes 86,986 693 18,558 2,107 53,990 755 76,103 163,089 Income tax (expense)/benefit (28,252) (173) (4,640) (527) (6,801) (189) (12,330) (40,582) 10,255 Net income/(loss) 58,734$ 520$ 13,918$ 1,580$ 47,189$ 566$ 63,773$ 122,507$ + 10,255$ = 132,762$ Earnings per share—basic 0.87$ 1.82$ 0.15$ Earnings per share—diluted 0.86$ 1.80$ 0.15$ Earnings per fully diluted share 0.69$ 1.45$ + 0.12$ = 1.57$ Weighted average shares outstanding—basic 67,239 67,239 67,239 Weighted average shares outstanding—diluted 67,980 67,980 67,980 Fully diluted shares 84,616 84,616 84,616 Memo: Expenses Personnel (1) 108,918 93,687 Operating (2) 148,080 87,963 Non-Operating (3) 7,228 6,473 Adjustments The Company includes participating securities in its computation of adjusted earnings per diluted share, including 19.7 million shares of Series A Non-Voting Convertible Preferred Stock for the three months ended June 30, 2025.
Page 34
Detailed Reconciliation of Q1 ‘25 Adjusted Net Income 34 Three months ended March 31, 2025 (in thousands, except per-share amounts) U.S. GAAP Basis Other Business Taxes GAAP Amortization of Acquisition- Related Intangibles Stock-Based Compensation Acquisition, Restructuring and Exit Costs Debt Issuance Costs Total Adjustments Non-GAAP Basis Tax Benefit of Goodwill and Acquired Intangibles Revenue Investment management fees 173,301$ –$ 173,301$ Fund administration and distribution fees 46,301 - 46,301 Total revenue 219,602 - - - - - - 219,602 Expenses Personnel compensation and benefits (1) 56,136 - - (1,053) - - (1,053) 55,083 Distribution and other asset-based expenses (2) 35,477 - - - - - - 35,477 General and administrative (2) 14,328 (922) - - - - (922) 13,406 Depreciation and amortization (2) 7,432 - (5,264) - - - (5,264) 2,168 Change in value of consideration payable for acquisition of business (2) 3,406 - - - (3,406) - (3,406) - Acquisition-related costs (2) 8,750 - - - (8,750) - (8,750) - Restructuring and integration costs (2) 1,165 - - - (1,165) - (1,165) - Total operating expenses 126,694 (922) (5,264) (1,053) (13,321) - (20,560) 106,134 Income/(loss) from operations 92,908 922 5,264 1,053 13,321 - 20,560 113,468 Other income (expense) Interest income and other income/(expense) (3) 704 - 704 Interest expense and other financing costs (3) (13,211) 749 749 (12,462) Loss on debt extinguishment (3) - - - - Total other income (expense), net (12,507) - - - - 749 749 (11,758) Income/(loss) before income taxes 80,401 922 5,264 1,053 13,321 749 21,309 101,710 Income tax (expense)/benefit (18,426) (231) (1,316) (263) (3,330) (187) (5,327) (23,753) 10,141 Net income/(loss) 61,975$ 691$ 3,948$ 790$ 9,991$ 562$ 15,982$ 77,957$ + 10,141$ = 88,098$ Earnings per share—basic 0.97$ 1.22$ 0.16$ Earnings per share—diluted 0.96$ 1.20$ + 0.16$ = 1.36$ Weighted average shares outstanding—basic 63,711 63,711 63,711 Weighted average shares outstanding—diluted 64,714 64,714 64,714 Memo: Expenses Personnel (1) 56,136 55,083 Operating (2) 70,558 51,051 Non-Operating (3) 12,507 11,758 Adjustments
Page 35
Detailed Reconciliation of Q4 ‘24 Adjusted Net Income 35 Three months ended December 31, 2024 (in thousands, except per-share amounts) U.S. GAAP Basis Other Business Taxes GAAP Amortization of Acquisition- Related Intangibles Stock-Based Compensation Acquisition, Restructuring and Exit Costs Debt Issuance Costs Total Adjustments Non-GAAP Basis Tax Benefit of Goodwill and Acquired Intangibles Revenue Investment management fees 183,826$ –$ 183,826$ Fund administration and distribution fees 48,545 - 48,545 Total revenue 232,371 - - - - - - 232,371 Expenses Personnel compensation and benefits (1) 58,857 - - (1,007) - - (1,007) 57,850 Distribution and other asset-based expenses (2) 36,924 - - - - - - 36,924 General and administrative (2) 14,268 (376) - - - - (376) 13,892 Depreciation and amortization (2) 7,514 - (5,286) - - - (5,286) 2,228 Change in value of consideration payable for acquisition of business (2) 294 - - - (294) - (294) - Acquisition-related costs (2) 2,135 - - - (2,135) - (2,135) - Restructuring and integration costs (2) 634 - - - (634) - (634) - Total operating expenses 120,626 (376) (5,286) (1,007) (3,063) – (9,732) 110,894 Income/(loss) from operations 111,745 376 5,286 1,007 3,063 – 9,732 121,477 Other income (expense) Interest income and other income/(expense) (3) 1,768 - 1,768 Interest expense and other financing costs (3) (14,657) 775 775 (13,882) Loss on debt extinguishment (3) (263) 206 206 (57) Total other income (expense), net (13,152) – – – – 981 981 (12,171) Income/(loss) before income taxes 98,593 376 5,286 1,007 3,063 981 10,713 109,306 Income tax (expense)/benefit (21,654) (94) (1,322) (252) (766) (245) (2,679) (24,333) 10,141 Net income/(loss) 76,939$ 282$ 3,964$ 755$ 2,297$ 736$ 8,034$ 84,973$ + 10,141$ = 95,114$ Earnings per share—basic 1.19$ 1.32$ 0.16$ Earnings per share—diluted 1.17$ 1.30$ + 0.15$ = 1.45$ Weighted average shares outstanding—basic 64,428 64,428 64,428 Weighted average shares outstanding—diluted 65,519 65,519 65,519 Memo: Expenses Personnel (1) 58,857 57,850 Operating (2) 61,769 53,044 Non-Operating (3) 13,152 12,171 Adjustments
Page 36
Notes and Disclosures 36 Investing involves risk, including the potential loss of principal. There are no assurances that any fund or strategy will achieve its stated objective. All data in this presentation, unless otherwise noted, is as of December 31, 2025. Past performance does not guarantee future results. Carefully consider a fund's investment objectives, risks, charges and expenses before investing. To obtain a prospectus or summary prospectus containing this and other important information, visit www.vcm.com/prospectus. Read it carefully before investing. A fund’s most recent performance can be found at vcm.com. 62 mutual funds and ETFs did not have 4- or 5- star overall ratings or are not rated. 35% of AUM in mutual funds and ETFs did not receive overall rating of 4 or 5 stars or are not rated. Internal analysis by Victory Capital was used to calculate relative performance. 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. The returns used for this comparison are at net asset value (NAV), do not reflect the effect of sales charge, if applicable, and do not reflect the returns an investor would receive. 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. The following copyright pertains only to the Morningstar information. ©2026 Morningstar, Inc. All rights reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar; (2) may not be copied; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Visit www.vcm.com for more information. The Morningstar Rating for funds, or “star rating,” is calculated for managed products (including mutual funds, variable annuity and variable life subaccounts, exchange-traded funds, closed-end funds, and separate accounts) with at least a three-year history. Exchange-traded funds and open-ended mutual funds are considered a single population for comparative purposes. It is calculated based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a managed product’s monthly excess performance, placing more emphasis on downward variations and rewarding consistent performance. The top 10% of products in each product category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars, and the bottom 10% receive 1 star. The Overall Morningstar Rating for a managed product is derived from a weighted average of the performance figures associated with its three-, five-, and ten-year (if applicable) Morningstar Rating metrics. The weights are: 100% three-year rating for 36–59 months of total returns, 60% five-year rating/40% three-year rating for 60–119 months of total returns, and 50% ten-year rating/30% five-year rating/20% three-year rating for 120 or more months of total returns. While the ten-year overall star rating formula seems to give the most weight to the ten-year period, the most recent three-year period actually has the greatest impact because it is included in all three rating periods. Ratings may reflect fee waivers in effect; in their absence, ratings may have been lower.