Slides
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Q2 2026 Earnings Earnings Presentation August 6 , 2026 VictoryCapital®
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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, 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. Forward Looking Statements 2
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Agenda Chairman and CEO Remarks Financial Results Appendix 3
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Chairman and CEO Remarks David C. Brown Chairman and Chief Executive Officer
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Record Quarter with Strong Momentum Second Quarter 2026 Highlights vs Q1 2026 vs Q2 2025 Total client assets of $346Bn ↑ 11% ↑ 15% Long-term gross flows of $22Bn ↑ 17% ↑ 43% Long-term net inflows of $4.2Bn ↑ $4.7Bn ↑ $4.9Bn Adjusted EBITDA of $243MM ↑ 19% ↑ 36% Adjusted EBITDA margin of 55.8% ↑ 320bps ↑ 500bps Adjusted earnings per diluted share with tax benefit of $2.21 ↑ 21% ↑ 41% 5
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Commitment to Long-Term Investment Performance 57 Total Mutual Funds and ETFs with 4 or 5 Star overall ratings 60% Rated Mutual Funds and ETFs AUM with 4 or 5 Star overall ratings Charts and Morningstar data as of June 30, 2026. Full performance disclosures detailed on slide 36. AUM outperforming benchmarks Strategies outperforming benchmarks 6 71% 68% 65% 81% 1-year period 3-year period 5-year period 10-year period 66% 64% 67% 69% 1-year period 3-year period 5-year period 10-year period
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Diversified Investment Platform Complementary and differentiated investment processes, styles, and asset classes designed to serve clients through market cycles Solutions | 32% U.S. Equity | 31% Fixed Income | 24% Global / Non-U.S. Equity | 11% Alternative Investments | 1% Money Market | 1% $346.1Bn 7
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Continued Growth of our ETF Platform 8 23 $23.2Bn 72% 34bps 7 ETFs AUM AUM 4 & 5 Star Overall Morningstar Rating Average fee rate Investment Themes $0 $5 $10 $15 $20 $25 Q2 26 +$1.2 Bn Net Flows AUM up 15% QoQ Continued Momentum ETF AUM Up 24% YTD Up 54% YoY +$2.5Bn Net Flows YTD Annualized organic growth rate of 27% ETF AUM ($Bn) Distribution Capabilities Expanding intermediary platform partnerships with new placements and home office recommendations. Continued product development. Growing ETF distribution globally with US-listed ETFs available across Asia and Latin America.
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Europe | 58% Asia | 33% Canada | 7% Other | 2% International Growth Continues 9 Strategic Distribution Agreement 15-year exclusive distribution agreement with Amundi. Victory Capital is Amundi's exclusive provider of US- manufactured traditional active investment solutions, accessing Amundi's global distribution network across 61 countries. We provide multiple internationally distributed vehicles, including Sub-advised UCITS, SMAs, ETFs, and country-specific solutions. $62.6Bn 61 35 23 AUM Countries with clients Countries with over $100MM AUM Sub-advised UCITS >1,000 Institutional Clients 45 Digital Partners >200MM Retail Clients >600 Third Party Distributors Net flow positive since close of transaction, in Q2 2026 and YTD Amundi’s Distribution Network
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$41Tr Total AUM 20 Investment Firms >$500Bn Opportunistic $11Tr Total AUM >35 Investment Firms $200-$500Bn Focus $11Tr Total AUM >110 Investment Firms $50-$200Bn Focus $10Tr Total AUM >3,000 Investment Firms <$50Bn Strategic $17.9Bn AUM +$18Bn AUM ~100% of AUM +$17Bn AUM ~50% of AUM +$81Bn AUM ~127% of AUM +$19Bn AUM ~12% of AUM +$115Bn AUM ~68% of AUM $346.1Bn AUM Our Journey to $1 Trillion AUM Source: Aggregated data provided by Simfund datasets, October 2025. MBO 2013 2014 2016 2019 2021 2025 Q2 2026 A History of Step-Change Growth Through Disciplined Acquisitions A Wide-Ranging Acquisition Opportunity Set 1,834% growth in AUM A track record of successful acquisitions 10
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Long-Term Growth & Capital Allocation Strategy 11 8 $1.6Bn $1.0Bn Strategic Acquisitions Since 2013 Returned to Shareholders Since IPO Share Repurchases Since IPO Capital Returned to Shareholders ($MM) $- $100.0 $200.0 $300.0 $400.0 Shareholder Value Acquirer of choice Platform improves with every acquisition Evolving product set supports organic growth Efficiency gains from evolving platform integration Executing on inorganic growth strategy Continued commitment to enhancing balance sheet flexibility Balance Sheet Flexibility Capital allocation policy aligned to growth strategy Increasing ability to do additional acquisitions Strong free cash flow generation Minimal capex and seed capital; asset- light model Share Repurchases 63% $1.0Bn Dividends 37% $0.6Bn YTD ‘26 Share Repurchases exceed FY 2025
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Financial Results Michael D. Policarpo President, Chief Financial Officer and Chief Administrative Officer
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Record Financial Results Q2 2026 Financial Results Capital Management 13 Revenue of $435MM GAAP Operating Income of $194MM GAAP Net Income of $1.68 per diluted share Adjusted EBITDA of $243MM Adjusted EBITDA margin of 55.8% Adjusted Net Income with tax benefit of $183MM Adjusted Net Income with tax benefit of $2.21 per fully diluted share Repurchased 1.1MM shares in the quarter Returned $138MM to shareholders in the quarter Net leverage ratio of 1.0x Ended the quarter with $70MM of cash
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Record Total Client Assets Well-diversified distribution channels, client base, and geographies US Retail US Institutional US Direct International Clients in 62 countries Total Client Assets at Period End ($Bn) 14 313.4 316.6 313.1 346.1 Q3 2025 Q4 2025 Q1 2026 Q2 2026 US Retail US Institutional US Direct International
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17.0 17.1 18.9 22.1 Gross Flows Gross Redemptions Net Flows Record Long-Term AUM Flows Operating Metrics Q3 2025 Q4 2025 Q1 2026 Q2 2026 Net long-term flows ($MM) ($244) ($2,089) ($457) $4,201 Record quarterly flows Gross long-term flows of $22.1Bn Positive net long-term flows of +$4.2Bn Multiple Investment Franchises / Platforms generated positive net long-term flows during the quarter Pioneer Investments RS Global RS Value VictoryShares ETFs Long-Term AUM Flows ($Bn) 15 Up 30% Up 17%
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Record Revenue Revenue up 12% QoQ Up 24% vs Q2 2025 Record average AUM Average fee rate up QoQ Operating Metrics Q3 2025 Q4 2025 Q1 2026 Q2 2026 Average Total AUM ($Bn) 303.6 312.9 318.7 331.3 Average Fee Rate (bps) 47.2 47.4 47.6 47.9 Total Revenue ($MM) Average Total AUM excludes assets categorized as Other Assets with a range of fees from 2 to 4 basis points. 16 361.2 374.1 388.0 435.4
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($MM) Q3 2025 Q4 2025 Q1 2026 Q2 2026 Cash compensation and payroll taxes 82.4 86.8 93.2 99.8 Acquisition / transaction related compensation (non-cash) 7.0 7.5 4.4 4.7 Equity compensation (non-cash) 5.6 5.6 7.4 15.8 Deferred compensation MTM (non-cash) 2.0 1.0 0.8 5.3 Total Compensation Expenses 97.0 101.0 105.9 125.5 Acquisition, restructuring, and integration expenses 14.4 7.9 14.3 4.0 All other non-personnel operating expenses 111.6 112.1 108.6 112.1 Total Operating Expenses 223.1 220.9 228.8 241.6 Unrealized gain/(loss) on deferred comp plan - offset 2.0 1.0 0.8 5.3 Total Non-Operating Exp. (inclusive of def comp) 8.9 11.5 11.3 6.5 Total Expenses 231.9 232.5 240.1 248.1 Remain Disciplined with Expenses Compensation and other variable expenses in line with expectations. Variable cost structure: more than two-thirds of total expenses are variable. Pioneer Investments integration complete with $110MM of run rate net expense synergies fully recognized. Compensation Other Operating Non-Operating Cash compensation, % of revenue Total Expenses ($MM) 17 231.9 232.5 240.1 248.1 22.8 23.2 24.0 22.9
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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 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Adjusted EBITDA ($MM) 190.5 197.5 204.0 242.7 Adjusted EBITDA margin (%) 52.7 52.8 52.6 55.8 Adjusted net income with tax benefit per diluted share up 21% QoQ Up 41% vs Q2 2025 Adjusted net income with tax benefit up 19% QoQ Up 38% vs Q2 2025 Adjusted EBITDA up 19% QoQ Up 36% vs Q2 2025 Updating long-term guidance to 50% Adjusted EBITDA margin $MM (except per-share data) 18 141.3 151.7 153.2 182.9 $1.63 $1.78 $1.82 $2.21 $30.0 $55.0 $80.0 $105.0 $130.0 $155.0 $180.0 $205.0 ANI Tax Benefit ANI with tax benefit per diluted share
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Disciplined Capital Management 19 985 983 980 978 Q3 2025 Q4 2025 Q1 2026 Q2 2026 16.6 15.1 14.0 13.8 Q3 2025 Q4 2025 Q1 2026 Q2 2026 165.9 145.1 121.0 135.4 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Debt ($MM) GAAP Operating Cash Flow ($MM) Cash Interest Expense ($MM) 1.1 1.0 1.1 1.0 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Leverage Ratio Repriced Term Loan B reducing annual interest expense by ~$2.5MM (S+175bps) $100MM revolver remains undrawn Returned $138MM to shareholders, including 1.1MM shares repurchased Balance Sheet Items Jun 30, 2026 Cash / Cash Equivalents ($MM) 70 Debt ($MM) 978 Stockholders' Equity ($MM) 2,375 Fully Diluted Shares Outstanding (MM)* 82.8 Net Debt / Adjusted EBITDA 1.0x * Fully diluted shares includes shares of Series A Non-Voting Convertible Preferred Stock issued to Amundi as consideration for t he acquisition of Amundi US
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Appendix
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$0.00 $0.50 $1.00 $1.50 $2.00 $2.50 Growth of Adjusted EPS with Tax Benefit IPO Q1 2018 Quarterly EPS up 453% Strong History of EPS Growth 21
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40 45 50 55 60 65 70 75 80 85 90 $13.00 $99.03 $0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80Cash Dividends Per Share Total Shareholder Return of 814% Cash Dividends Per Share Stock Price Shareholder Value Creation since IPO IPO: Feb 7, 2018 July 31, 2026 Weighted Average Diluted Shares Outstanding (MM) 22 82.8
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$0 $50 $100 $150 $200Adjusted EBITDA Growth of Adjusted EBITDA & Margin Expansion 55.8% $242.7MM $39.8MM 37.9% Quarterly Adjusted EBITDA up 510% Adj EBITDA Margin Expanded 1,790bps 23
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$0 $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 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 >$3.50 per fully diluted share Future Tax Amortization and Cash Tax Savings ($MM) 24
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Notes and Disclosures 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 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; • Adjusting for earnings/losses on equity method investments. 25
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Notes and Disclosures 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 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. 26
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Consolidated Reconciliations of Adjusted EBITDA For the three months ended, (in thousands except percentages) 06/30/2025 09/30/2025 12/31/2025 3/31/2026 6/30/2026 GAAP Net income $ 58,734 $ 96,541 $ 112,812 $ 112,140 $ 139,404 GAAP Income tax expense (28,252) (32,733) (28,847) (35,720) (47,846) GAAP income before taxes 86,986 129,274 141,659 147,860 187,250 Interest expense 12,200 12,136 15,367 13,658 12,283 Depreciation 3,236 3,295 2,519 2,279 2,288 Other business taxes 693 637 1,101 (555) 431 GAAP amortization of acquisition-related intangibles 18,558 18,737 19,074 18,297 18,297 Stock-based compensation 2,107 2,022 2,143 3,586 10,835 Acquisition, restructuring and exit costs 53,990 21,400 15,439 18,699 8,716 Debt issuance costs 755 2,950 174 196 2,617 Adjusted EBITDA $ 178,525 $ 190,451 $ 197,476 $ 204,020 $ 242,717 Revenue $ 351,212 $ 361,195 $ 374,122 $ 387,989 $ 435,361 Adjusted EBITDA Margin 50.8% 52.7% 52.8% 52.6% 55.8% 27
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Historical Reconciliations of Adjusted EBITDA For the three months ended, (in thousands except percentages) 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 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% 38.4% 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% 9/30/2023 12/31/2023 03/31/2024 06/30/2024 09/30/2024 12/31/2024 03/31/2025 GAAP Net income $ 52,007 $ 55,206 $ 55,691 $ 74,251 $ 81,983 $ 76,939 $ 61,975 GAAP Income tax expense (13,915) (18,316) (16,197) (21,524) (25,517) (21,654) (18,426) GAAP income before taxes 65,922 73,522 71,888 95,775 107,500 98,593 80,401 Interest expense 14,659 15,532 15,711 15,468 15,649 13,971 12,521 Depreciation 2,302 2,273 2,269 2,252 2,210 2,228 2,168 Other business taxes 636 305 369 414 366 376 922 GAAP amortization of acquisition-related intangibles 10,032 5,711 5,332 5,299 5,300 5,286 5,264 Stock-based compensation 1,451 1,503 1,327 940 972 1,007 1,053 Acquisition, restructuring and exit costs 11,463 5,586 14,705 (4,520) (11,513) 3,063 13,321 Debt issuance costs 762 3,128 755 874 775 981 749 Pre-IPO governance expenses - - - - - - - Earnings/losses from equity method investments - - - - - - - Adjusted EBITDA $ 107,227 $ 107,560 $ 112,356 $ 116,502 $ 121,259 $ 125,505 $ 116,399 Revenue $ 209,688 $ 205,794 $ 215,857 $ 219,621 225,628 232,368 219,602 Adjusted EBITDA Margin 51.1% 52.3% 52.1% 53.0% 53.7% 54.0% 53.0% 28
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For the three months ended, (in thousands, except per-share data) 06/30/2025 09/30/2025 12/31/2025 3/31/2026 6/30/2026 GAAP Net Income $ 58,734 $ 96,541 $ 112,812 $ 112,140 $ 139,404 Other business taxes 693 637 1,101 (555) 431 GAAP amortization of acquisition-related intangibles 18,558 18,737 19,074 18,297 18,297 Stock-based compensation 2,107 2,022 2,143 3,586 10,835 Acquisition, restructuring and exit costs 53,990 21,400 15,439 18,699 8,716 Debt issuance costs 755 2,950 174 196 2,617 Tax effect of above adjustments (12,330) (11,437) (9,482) (9,683) (8,142) Adjusted Net Income 122,520 130,850 141,261 142,680 172,158 Tax benefit of goodwill and acquired intangibles 10,255 10,487 10,487 10,515 10,716 Adjusted Net Income with Tax Benefit $ 132,762 $ 141,337 $ 151,748 $ 153,195 $ 182,874 Weighted average shares outstanding – diluted 84,616* 86,751* 85,219* 84,341* 82,818* Adjusted Net income with Tax Benefit Per Diluted Share $ 1.57 $ 1.63 $ 1.78 $ 1.82 $ 2.21 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; 19.8 million shares of Series A Non-Voting Convertible Preferred Stock for the period ending September 30, 2025; 19.9 million shares of Series A Non-Voting Convertible Preferred Stock for the period ending December 31, 2025 20.0 million shares of Series A Non-Voting Convertible Preferred Stock for the period ending March 31, 2026; and 20.0 million shares of Series A Non-Voting Convertible Preferred Stock for the period ending June 30, 2026. 29
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Historical Reconciliations of Adjusted Net Income 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 (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) - - - - - - - - - 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 12/31/2024 03/31/2025 GAAP Net Income $ 52,007 $ 55,206 $ 55,691 $ 74,251 $ 81,983 $ 76,939 $ 61,975 Other business taxes 636 305 369 414 366 376 922 GAAP amortization of acquisition-related intangibles 10,032 5,711 5,332 5,299 5,300 5,286 5,264 Stock-based compensation 1,451 1,503 1,327 940 972 1,007 1,053 Acquisition, restructuring and exit costs 11,463 5,586 14,705 (4,520) (11,513) 3,063 13,321 Debt issuance costs 762 3,128 755 874 775 981 749 Pre-IPO governance expenses - - - - - - - Tax effect of above adjustments (6,085) (4,061) (5,621) (753) 1,025 (2,679) (5,327) Adjusted Net Income 70,266 67,378 72,558 76,505 78,908 84,973 77,957 Tax benefit of goodwill and acquired intangibles 9,536 9,655 9,748 10,141 10,141 10,141 10,141 Adjusted Net Income with Tax Benefit $ 79,802 $ 77,033 $ 82,306 $ 86,646 $ 89,049 $ 95,114 $ 88,098 Weighted average shares outstanding – diluted 67,676 66,935 65,972 66,075 66,057 65,519 64,714 Adjusted Net income with Tax Benefit Per Diluted Share $ 1.18 $ 1.15 $ 1.25 $ 1.31 $ 1.35 $ 1.45 $ 1.36 30
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Detailed Reconciliation of Q2 ‘26 Adjusted Net Income The Company includes participating securities in its computation of adjusted earnings per diluted share, including 20.0 million shares of Series A Non-Voting Convertible Preferred Stock for the three months ended June 30, 2026. 31 Three months ended June 30, 2026 (in thousands, except per-share amounts) U.S. GAAP Ba sis Other Busine ss Taxes GAAP Amortization of Acquisition- Related Intangibles Stock-Based Compensation Acquisition, Restructuring and Exit Costs Debt Issuance Costs Total Adjustments Non-GAAP Ba sis Tax Benefit of Goodwill and Acquired Intangibles Revenue Investment management fees 362,243$ –$ 362,243$ Fund administration and distribution fees 73,118 - 73,118 Total revenue 435,361 - - - - - - 435,361 Expenses Personnel compensation and benefits (1) 125,500 - - (10,835) (4,694) - (15,529) 109,971 Distribution and other asset-based expenses (2) 68,590 - - - - - - 68,590 General and administrative (2) 22,915 (431) - - - - (431) 22,484 Depreciation and amortization (2) 20,585 - (18,297) - - - (18,297) 2,288 Change in value of consideration payable for acquisition of business (2) 2,041 - - - (2,041) - (2,041) - Acquisition-related costs (2) (653) - - - 653 - 653 - Restructuring and integration costs (2) 2,634 - - - (2,634) - (2,634) - Total operating expenses 241,612 (431) (18,297) (10,835) (8,716) – (38,279) 203,333 Income/(loss) from operations 193,749 431 18,297 10,835 8,716 – 38,279 232,028 Other income (expense) Interest income and other income/(expense) (3) 7,721 - 7,721 Interest expense and other financing costs (3) (12,192) 2,617 2,617 (9,575) Loss on debt extinguishment (3) (2,028) - - (2,028) Total other income (expense), net (6,499) – – – – 2,617 2,617 (3,882) Income/(loss) before income taxes 187,250 431 18,297 10,835 8,716 2,617 40,896 228,146 Income tax (expense)/benefit (47,846) (108) (4,574) (627) (2,179) (654) (8,142) (55,988) 10,716 Net income/(loss) 139,404$ 323$ 13,723$ 10,208$ 6,537$ 1,963$ 32,754$ 172,158$ + 10,716$ = 182,874$ Earnings per share—basic 2.24$ 2.77$ 0.17$ Earnings per share—diluted 2.22$ 2.74$ 0.17$ Earnings per fully diluted share 1.68$ 2.08$ + 0.13$ = 2.21$ Weighted average shares outstanding—basic 62,151 62,151 62,151 Weighted average shares outstanding—diluted 62,782 62,782 62,782 Fully diluted shares 82,818 82,818 82,818 Memo: Expenses Personnel (1) 125,500 109,971 Operating (2) 116,112 93,362 Non-Operating (3) 6,499 3,882 Adjustments
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Detailed Reconciliation of Q1 ‘26 Adjusted Net Income The Company includes participating securities in its computation of adjusted earnings per diluted share, including 20.0 million shares of Series A Non-Voting Convertible Preferred Stock for the three months ended March 31, 2026. Three months ended March 31, 2026 (in thousands, except per-share amounts) U.S. GAAP Ba sis Other Busine ss Taxes GAAP Amortization of Acquisition- Related Intangibles Stock-Based Compensation Acquisition, Restructuring and Exit Costs Debt Issuance Costs Total Adjustments Non-GAAP Ba sis Tax Benefit of Goodwill and Acquired Intangibles Revenue Investment management fees 316,369$ -$ 316,369$ Fund administration and distribution fees 71,620 - 71,620 Total revenue 387,989 - - - - - - 387,989 Expenses Personnel compensation and benefits (1) 105,855 - - (3,586) (4,351) - (7,937) 97,918 Distribution and other asset-based expenses (2) 67,410 - - - - - - 67,410 General and administrative (2) 20,615 555 - - - - 555 21,170 Depreciation and amortization (2) 20,576 - (18,297) - - - (18,297) 2,279 Change in value of consideration payable for acquisition of business (2) 3,537 - - - (3,537) - (3,537) - Acquisition-related costs (2) 7,658 - - - (7,658) - (7,658) - Restructuring and integration costs (2) 3,153 - - - (3,153) - (3,153) - Total operating expenses 228,804 555 (18,297) (3,586) (18,699) - (40,027) 188,777 Income/(loss) from operations 159,185 (555) 18,297 3,586 18,699 - 40,027 199,212 Other income (expense) Interest income and other income/(expense) (3) 2,756 - 2,756 Interest expense and other financing costs (3) (14,081) 196 196 (13,885) Loss on debt extinguishment (3) - - - - Total other income (expense), net (11,325) – – – – 196 196 (11,129) Income/(loss) before income taxes 147,860 (555) 18,297 3,586 18,699 196 40,223 188,083 Income tax (expense)/benefit (35,720) 139 (4,574) (524) (4,675) (49) (9,683) (45,403) 10,515 Net income/(loss) 112,140$ (416)$ 13,723$ 3,062$ 14,024$ 147$ 30,540$ 142,680$ + 10,515$ = 153,195$ Earnings per share—basic 1.76$ 2.24$ 0.17$ Earnings per share—diluted 1.74$ 2.22$ 0.16$ Earnings per fully diluted share 1.33$ 1.69$ + 0.13$ = 1.82$ Weighted average shares outstanding—basic 63,635 63,635 63,635 Weighted average shares outstanding—diluted 64,388 64,388 64,388 Fully diluted shares 84,341 84,341 84,341 Memo: Expenses Personnel (1) 105,855 97,918 Operating (2) 122,949 90,859 Non-Operating (3) 11,325 11,129 Adjustments 32
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Detailed Reconciliation of Q4 ‘25 Adjusted Net Income 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 33
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Detailed Reconciliation of Q3 ‘25 Adjusted Net Income 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 34
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Detailed Reconciliation of Q2 ‘25 Adjusted Net Income 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. 35
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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 June 30, 2026. 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. AUM measured versus benchmark on a one, three, five, and 10-year basis represents 90%, 89%, 86%, and 81% of Total AUM, respectively, as of June 30, 2026. Performance is calculated on a gross-of-fees basis and is asset-weighted against each composite's designated benchmark. Composites without sufficient performance history are excluded from periods for which a full track record does not yet exist. Certain separate account composites are excluded where Victory Capital has determined that inclusion would not be representative of the strategy's performance. Past performance is not indicative of future results and may not reflect an investor's experience. A fund’s most recent performance can be found at vcm.com. 56 rated mutual funds and ETFs did not have 4 or 5 star overall ratings. 40% of rated AUM in mutual funds and ETFs did not receive overall rating of 4 or 5 stars. Funds not ranked by Morningstar are excluded from the analysis. 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.