Slides
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Q3 2026 Earnings Earnings Presentation November 5, 2026
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This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable U.S. federal and non-U.S. securities laws. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “will,” “would,” “could,” “should,” “may” and similar expressions, or by discussions of strategy, objectives or future performance. These statements include, without limitation, statements regarding the expected timing and completion of the proposed acquisition of First Eagle Investments (“First Eagle”); the anticipated benefits of the transaction, including expected net expense synergies, earnings accretion, revenue, organic growth and net flows; pro forma financial, operating and assets under management metrics; Victory Capital Holdings, Inc.’s (“Victory Capital’s” or the “Company’s”) expected capital structure, indebtedness, net leverage and pace of de-levering; the expected treatment of First Eagle’s investment teams, brands, products and platforms following closing; the Company’s longer-term growth objectives; and the future performance of the combined company. Forward-looking statements are not historical facts. Forward-looking statements reflect our current expectations, estimates and assumptions regarding future events, results or outcomes, are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies that are difficult to predict, and are not guarantees of future performance. 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 sensitivity of our AUM, revenue and earnings to conditions in the financial markets and to changes in interest rates, credit spreads and asset valuations; the nature of our contracts and investment advisory agreements; our ability to maintain historical returns and sustain our historical growth; risks relating to investment performance and net client cash flows, including that historical net flows, investment performance and Morningstar ratings are not indicative of future results and that ratings and rankings are subject to change; our dependence on third parties to market our strategies, including our global distribution arrangements, 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 risk that one or more conditions to closing of the First Eagle transaction is not satisfied and that the transaction is not completed on the anticipated timeline or at all, including the failure to obtain required regulatory approvals or required client and fund board consents; the risk that the merger agreement is terminated; the risk that our shareholders do not approve the issuance of equity in connection with the transaction, and the consequences of financing the equity consideration instead through the issuance of perp etual preferred securities, including the cost, dividend obligations, terms and ranking of those securities and their effect on our capital structure, earnings per share, financial flexibility and the anticipated accretion described in this presentation; dilution to existing shareholders resulting from the issuance of common stock and non-voting convertible preferred stock, including on a fully diluted, as-converted basis; risks relating to the financing of the transaction, including the availability, cost and terms of debt financing, prevailing interest rates, our ability to syndicate the financing on expected terms, the substantial increase in our indebtedness, restrictions imposed by the terms of that indebtedness, and our ability to de-lever on the anticipated timeline; the possibility of adverse changes in our credit ratings; the risk that anticipated net expense synergies are not realized in the amounts or within the timeframe expected, or at all, and that the costs to achieve them exceed current estimates; risks relating to integration, including the diversion of management attention, the retention of key investment professionals, distribution personnel and other employees, the retention of clients and assets, the integration of operations, technology and administrative functions, and decisions regarding branding and the rationalization of products, strategies or teams; the fact that financial and operating information regarding First Eagle used in preparing the estimates in this presentation is derived from a privately held company, has not been independently verified or audited, and is based in part on representations of First Eagle’s management and on our due diligence, which may prove incomplete or inaccurate; the incurrence of significant transaction, financing and integration expenses; the risk of litigation or regulatory proceedings relating to the transaction; 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 respond to 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, including ongoing consolidation; general economic, market, geopolitical and regulatory conditions; 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, and elsewhere in the Company’s subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Any forward-looking statement speaks only as of the date on which it is made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Forward Looking Statements 2
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Important Disclosures Important Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed acquisition of First Eagle Investments by the Company (the “transaction”). In connection with the transaction, the Company filed a definitive proxy statement on Schedule 14A with the SEC on October 16, 2026, and comme nced mailing the definitive proxy statement to the Company's stockholders on or about October 16, 2026. The Company may also file other relevant documents regarding the transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain, free of charge, copies of the definitive proxy statement and other documents filed with the SEC through the website maintained by the SEC at www.sec.gov or the investor relations section of the Company's website at https://ir.vcm.com. Participants in the Solicitation The Company and certain of its directors, executive officers and other employees may be deemed to be “participants” in the solicitation of proxies from the Company’s stockholders with respect to the special meeting of stockholders to be held on November 17, 2026 to consider and vote upon the approval of the share issuance in connection with the proposed transaction. Information regarding the identity of the participants, and their respective direct and indirect interests in the transaction, by security holdings or otherwise, is set forth in the definitive proxy statement filed with the SEC on October 16, 2026 and other relevant materials filed or to be filed with the SEC in connection with the transaction. Information relating to the Company's executive officers and directors can also be found in the Company's proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on March 27, 2026. No Offer or Solicitation This communication is for informational purposes only and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 3
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Agenda Chairman and CEO Remarks Financial Results Appendix 4
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Chairman and CEO Remarks David C. Brown Chairman and Chief Executive Officer
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Excellent Quarter with Continued Flow Momentum Third Quarter 2026 Highlights Operating Highlights vs Q2 2026 vs Q3 2025 Total client assets of $355.5Bn ↑ 3% ↑ 13% Long-term gross flows of $30.5Bn ↑ 38% ↑ 80% Long-term net inflows of $11.7Bn ↑ $7.5Bn ↑ $11.9Bn Financial Highlights Adjusted EBITDA of $212.1MM ↓ 13% ↑ 11% Adjusted EBITDA margin of 53.5% ↓ 230bps ↑ 80bps Adjusted earnings per fully diluted share with tax benefit of $1.98 ↓ 10% ↑ 21% Transformational Growth Announced Definitive Agreement to Acquire First Eagle Investments 6
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Commitment to Long-Term Investment Performance 56 Total Mutual Funds and ETFs with 4 or 5 Star overall ratings 62% Rated Mutual Funds and ETFs AUM with 4 or 5 Star overall ratings Charts and Morningstar data as of September 30, 2026. Full performance disclosures detailed on slide 38. AUM outperforming benchmarks Strategies outperforming benchmarks 7 60% 69% 63% 77% 1-year period 3-year period 5-year period 10-year period 64% 63% 66% 69% 1-year period 3-year period 5-year period 10-year period
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Solutions | 33% U.S. Equity | 29% Fixed Income | 25% Global / Non-U.S. Equity | 11% Alternative Investments | 1% Money Market | 1% Diversified Investment Platform Complementary and differentiated investment processes, styles, and asset classes designed to serve clients through varying market cycles $355.5Bn 8Represents Total Client Assets
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Continued Growth of our VictoryShares ETF Platform 9 25 $27.7Bn 73% 33bps 7 ETFs AUM Of rated AUM 4 or 5 Star Overall Rating by Morningstar Average fee rate Investment themes $0 $5 $10 $15 $20 $25 $30 Continued Momentum +$3.9Bn Net Flows in Q3 2026 Annualized organic growth rate of 67% +$6.4Bn Net Flows YTD ETF AUM Up 48% YTD Up 61% YoY Launched 2 Municipal ETFs during quarter VMSD, VMHY ETF AUM ($Bn) Distribution Capabilities Expanding intermediary platform partnerships with new placements and home office recommendations Growing ETF distribution globally with US- listed ETFs available across Asia and Latin America Morningstar data as of September 30, 2026. Full performance disclosures detailed on slide 38. Annualized organic growth rate is based on BOP ETF AUM (June 30, 2026).
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■ Europe | 58% Asia | 34% ■ Canada | 6% ■ ■ Other | 2% International Growth Continues 10 Strategic Distribution Agreement AUM by Region 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 We provide multiple internationally distributed vehicles, including sub-advised UCITS, SMAs, ETFs, and country-specific solutions $65.8Bn 62 35 23 AUM Countries with clients Countries with over $100MM AUM Sub-advised UCITS >1,000 Institutional clients >600 Third-party distributors 45 Digital partners >200MM Retail clients Positive net flows in Q3 2026, year to date, and since the Pioneer Investments transaction closed Amundi’s Distribution Network +46% AUM growth in the 18 months since close
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First Eagle Adds Scale, Diversification and Distribution Reach $222Bn AUM Added from First Eagle 92% of rated AUM achieved a 4 or 5 Star Overall Rating by Morningstar 3 Years of consecutive positive Net Flows, plus YTD 2026 Complementary Fit Wider product set: Adds a differentiated global value multi-asset capability, complementary equity and fixed income capabilities and a scaled CLO and alternative credit platform Diversification: Our business becomes stronger, more durable, and resilient through various market environments and cycles Scale: Meaningfully expands revenue, EBITDA and cash flow generation, inclusive of net expense synergies Integration: work ongoing ahead of expected close by end of Q1 2027 Expanded U.S. and International Distribution Pro Forma Asset Mix Data as of July 31, 2026. U.S. financial advisor, end investor and institutional client figures are First Eagle standalone. Share of AUM in First Eagle mutual funds and ETFs rated by Morningstar ; unrated funds excluded. Global Multi-Asset | 27% U.S. Equity | 21% Fixed Income | 18% Solutions | 16% Non-U.S. Equity | 9% CLOs | 5% Alternatives | 3% Money Market | 1% Adds ~103,000 U.S. financial advisors Adds ~3.0MM U.S. end investors Adds ~740 Institutional clients Amundi International network 11
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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 $18Bn AUM +$18Bn AUM ~100% of AUM +$17Bn AUM ~50% of AUM +$81Bn AUM ~127% of AUM +$19Bn AUM ~12% of AUM +$114Bn AUM ~68% of AUM +$222Bn AUM ~62% of AUM $578Bn AUM Our Journey to $1 Trillion AUM MBO 2013 2014 2016 2019 2021 2025 Pro Forma A History of Step-Change Growth Through Disciplined Acquisitions A Wide-Ranging Acquisition Opportunity Set 3,111% growth in Pro Forma AUM A track record of successful acquisitions 12 Announced Aug 2026 Expected to close by end of Q1 2027 Pro Forma AUM represents Victory Total Assets as of September 30, 2026 combined with First Eagle AUM as of July 31, 2026 Source: Aggregated data provided by Simfund datasets, October 2025.
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Long-Term Growth & Capital Allocation Strategy 13 8 $1.6Bn $1.0Bn Strategic Acquisitions Closed Since 2013 Returned to Shareholders Since IPO Share Repurchases Since IPO Capital Returned to Shareholders ($MM) $- $50.0 $100.0 $150.0 $200.0 $250.0 $300.0 $350.0 $400.0 $450.0 Dividends Share repurchases 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 $81MM Returned in Q3 2026 >$400MM Returned YTD 2026
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Financial Results Michael D. Policarpo President, Chief Financial Officer and Chief Administrative Officer
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Robust Financial Results Q3 2026 Financial Results Capital Management 15 Revenue of $396.6MM GAAP Operating Income of $137.7MM GAAP Net Income of $1.11 per diluted share Adjusted EBITDA of $212.1MM Adjusted EBITDA margin of 53.5% Adjusted Net Income with tax benefit of $163.2MM Adjusted Net Income with tax benefit of $1.98 per fully diluted share Ended the quarter with $207.7MM of cash Returned $80.6MM to shareholders in the quarter Repurchased $39.3MM of shares in the quarter
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Record Total Client Assets Well-diversified distribution channels, client base, and geographies U.S. Intermediary U.S. Institutional U.S. Direct International Clients in 63 countries, including the U.S. Total Client Assets at Period End ($Bn) 16 316.6 313.1 346.1 355.5 Q4 2025 Q1 2026 Q2 2026 Q3 2026 U.S. Intermediary U.S. Institutional U.S. Direct International
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17.1 18.9 22.1 30.5 Gross Flows Gross Redemptions Net Flows Record Long-Term AUM Flows Operating Metrics Q4 2025 Q1 2026 Q2 2026 Q3 2026 Net long-term flows ($MM) ($2,089) ($457) $4,201 $11,702 Positive net flows at multiple Investment Franchises and Solutions Platform Pioneer Investments RS Global Victory Income Investors WestEnd Advisors VictoryShares ETFs Positive net flows in multiple channels U.S. Intermediary U.S. Institutional International Long-Term AUM Flows ($Bn) 17 +78% +38% $30.5Bn Gross long-term flows $11.7Bn Net long-term flows 13.8% Annualized organic growth Annualized organic growth rate is based on BOP AUM (June 30, 2026).
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374.1 388.0 435.4 396.6 Operating Metrics Q4 2025 Q1 2026 Q2 2026 Q3 2026 Average Total AUM ($Bn) 312.9 318.7 331.3 350.6 Average Fee Rate (bps) 47.4 47.6 47.9 44.8 Year to Date 2026 Avg. AUM $333.6Bn | Avg. fee rate 46.3 bps Revenue on Record Average AUM Average fee rate of 46.3 bps year to date, in line with full- year guidance of 46 to 47 bps, including annual fees Revenue of $396.6MM and realization of 44.8 bps include annual fees recognized in Q3, which were lower than in Q2 Average AUM reached $350.6Bn, up 5.8% quarter over quarter Total Revenue ($MM) Average Total AUM excludes assets categorized as Other Assets with a range of fees from 2 to 4 basis points. 18
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($MM) Q4 2025 Q1 2026 Q2 2026 Q3 2026 Cash compensation and payroll taxes 86.8 93.2 99.8 86.2 Acquisition / transaction related compensation (non-cash) 7.5 4.4 4.7 3.3 Equity compensation (non-cash) 5.6 7.4 15.8 37.5 Deferred compensation MTM (non-cash) 1.0 0.8 5.3 (1.0) Total Compensation Expenses 101.0 105.9 125.5 126.0 Acquisition, restructuring, and integration expenses 7.9 14.3 4.0 17.1 All other non-personnel operating expenses 112.1 108.6 112.1 115.8 Total Operating Expenses 220.9 228.8 241.6 258.9 Unrealized gain/(loss) on deferred comp plan - offset 1.0 0.8 5.3 (1.0) Total Non-Operating Exp. (inclusive of def comp) 11.5 11.3 6.5 13.8 Total Expenses 232.5 240.1 248.1 272.7 Remain Disciplined with Expenses Cash compensation within expected range Variable cost structure: more than two- thirds of total expenses are variable Acquisition-related expenses rose on transaction costs associated with First Eagle Non-cash equity compensation increased on accelerated Performance Share vesting after two hurdles were achieved in the quarter Compensation Other Operating Non-Operating Cash compensation, % of revenue Total Expenses ($MM) 19 232.5 240.1 248.1 272.7 23.2 24.0 22.9 21.7
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Non-GAAP Metrics 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 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Adjusted EBITDA ($MM) 197.5 204.0 242.7 212.1 Adjusted EBITDA margin (%) 52.8 52.6 55.8 53.5 Adjusted net income with tax benefit per diluted share up 21% YoY Adjusted net income with tax benefit up 16% YoY Adjusted EBITDA up 11% YoY $MM (except per-share data) 20 151.7 153.2 182.9 163.2 $1.78 $1.82 $2.21 $1.98 ANI Tax Benefit ANI with tax benefit per diluted share
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Disciplined Capital Management 21 983 980 978 975 Q4 2025 Q1 2026 Q2 2026 Q3 2026 15.1 14.0 13.8 13.8 Q4 2025 Q1 2026 Q2 2026 Q3 2026 145.1 121.0 135.4 223.3 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Debt ($MM) GAAP Operating Cash Flow ($MM) Cash Interest Expense ($MM) 1.0 1.1 1.0 0.9 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Leverage Ratio Balance sheet positioned to fund the First Eagle transaction $100MM revolver remains undrawn Returned $81MM to shareholders, including $39.3MM of shares repurchased Balance Sheet Items Sep 30, 2026 Cash / Cash Equivalents ($MM) 208 Debt ($MM) 975 Stockholders' Equity ($MM) 2,423 Fully Diluted Shares Outstanding (MM) 82.5 Net Debt / Adjusted EBITDA 0.9x Fully diluted shares includes shares of Series A Non-Voting Convertible Preferred Stock issued to Amundi as consideration for the acquisition of Amundi US
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Appendix
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$0.00 $0.50 $1.00 $1.50 $2.00 $2.50Adjusted EPS with Tax Benefit Strong History of Adjusted EPS Growth 23 +21% Compound annual growth +395% Quarterly EPS since IPO
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82.5 40 50 60 70 80 90 $0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80Cash Dividends Per Share Cash Dividends Per Share Stock Price Shareholder Value Creation since IPO 24 Weighted Average Diluted Shares Outstanding (MM) +973% Total shareholder return since IPO IPO: Feb 7, 2018 $13.00 November 3, 2026 $115.75
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$0 $50 $100 $150 $200 $250Adjusted EBITDA ($MM) Growth of Adjusted EBITDA & Margin Expansion 25 +433% Quarterly Adjusted EBITDA +1,560 bps Adjusted EBITDA margin expansion
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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 $265MM, discounted at 6%, or >$3.19 per fully diluted share Future Tax Amortization and Cash Tax Savings ($MM) 26
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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. 27
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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. 28
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Consolidated Reconciliations of Adjusted EBITDA For the three months ended, (in thousands except percentages) 9/30/2025 12/31/2025 3/31/2026 6/30/2026 9/30/2026 GAAP Net income $ 96,541 $ 112,812 $ 112,140 $ 139,404 $ 91,301 GAAP Income tax expense (32,733) (28,847) (35,720) (47,846) (32,639) GAAP income before taxes 129,274 141,659 147,860 187,250 123,940 Interest expense 12,136 15,367 13,658 12,283 14,114 Depreciation 3,295 2,519 2,279 2,288 2,218 Other business taxes 637 1,101 (555) 431 481 GAAP amortization of acquisition-related intangibles 18,737 19,074 18,297 18,297 18,297 Stock-based compensation 2,022 2,143 3,586 10,835 32,547 Acquisition, restructuring and exit costs 21,400 15,439 18,699 8,716 20,364 Debt issuance costs 2,950 174 196 2,617 174 Adjusted EBITDA $ 190,451 $ 197,476 $ 204,020 $ 242,717 $ 212,135 Revenue $ 361,195 $ 374,122 $ 387,989 $ 435,361 $ 396,573 Adjusted EBITDA Margin 52.7% 52.8% 52.6% 55.8% 53.5% 29
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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 3/31/2024 6/30/2024 9/30/2024 12/31/2024 3/31/2025 6/30/2025 GAAP Net income $ 52,007 $ 55,206 $ 55,691 $ 74,251 $ 81,983 $ 76,939 $ 61,975 $ 58,734 GAAP Income tax expense (13,915) (18,316) (16,197) (21,524) (25,517) (21,654) (18,426) (28,252) GAAP income before taxes 65,922 73,522 71,888 95,775 107,500 98,593 80,401 86,986 Interest expense 14,659 15,532 15,711 15,468 15,649 13,971 12,521 12,200 Depreciation 2,302 2,273 2,269 2,252 2,210 2,228 2,168 3,236 Other business taxes 636 305 369 414 366 376 922 693 GAAP amortization of acquisition-related intangibles 10,032 5,711 5,332 5,299 5,300 5,286 5,264 18,558 Stock-based compensation 1,451 1,503 1,327 940 972 1,007 1,053 2,107 Acquisition, restructuring and exit costs 11,463 5,586 14,705 (4,520) (11,513) 3,063 13,321 53,990 Debt issuance costs 762 3,128 755 874 775 981 749 755 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 $ 178,525 Revenue $ 209,688 $ 205,794 $ 215,857 $ 219,621 $ 225,628 $ 232,368 $ 219,602 $ 351,212 Adjusted EBITDA Margin 51.1% 52.3% 52.1% 53.0% 53.7% 54.0% 53.0% 50.8% 30
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For the three months ended, (in thousands, except per-share data) 9/30/2025 12/31/2025 3/31/2026 6/30/2026 9/30/2026 GAAP Net Income $ 96,541 $ 112,812 $ 112,140 $ 139,404 $ 91,301 Other business taxes 637 1,101 (555) 431 481 GAAP amortization of acquisition-related intangibles 18,737 19,074 18,297 18,297 18,297 Stock-based compensation 2,022 2,143 3,586 10,835 32,547 Acquisition, restructuring and exit costs 21,400 15,439 18,699 8,716 20,364 Debt issuance costs 2,950 174 196 2,617 174 Tax effect of above adjustments (11,437) (9,482) (9,683) (8,142) (10,646) Adjusted Net Income 130,850 141,261 142,680 172,158 152,518 Tax benefit of goodwill and acquired intangibles 10,487 10,487 10,515 10,716 10,716 Adjusted Net Income with Tax Benefit $ 141,337 $ 151,748 $ 153,195 $ 182,874 $ 163,234 Weighted average shares outstanding – diluted 86,751* 85,219* 84,341* 82,818* 82,508* Adjusted Net income with Tax Benefit Per Diluted Share $ 1.63 $ 1.78 $ 1.82 $ 2.21 $ 1.98 Consolidated Reconciliations of Adjusted Net Income *When calculating adjusted diluted earnings per share, the Company includes participating securities—specifically, 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; 20.0 million shares of Series A Non-Voting Convertible Preferred Stock for the period ending June 30, 2026; and 20.0 million shares of Series A Non-Voting Convertible Preferred Stock for the period ending September 30, 2026. 31
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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 3/31/2024 6/30/2024 9/30/2024 12/31/2024 3/31/2025 6/30/2025 GAAP Net Income $ 52,007 $ 55,206 $ 55,691 $ 74,251 $ 81,983 $ 76,939 $ 61,975 $ 58,734 Other business taxes 636 305 369 414 366 376 922 693 GAAP amortization of acquisition-related intangibles 10,032 5,711 5,332 5,299 5,300 5,286 5,264 18,558 Stock-based compensation 1,451 1,503 1,327 940 972 1,007 1,053 2,107 Acquisition, restructuring and exit costs 11,463 5,586 14,705 (4,520) (11,513) 3,063 13,321 53,990 Debt issuance costs 762 3,128 755 874 775 981 749 755 Pre-IPO governance expenses - - - - - - - - Tax effect of above adjustments (6,085) (4,061) (5,621) (753) 1,025 (2,679) (5,327) (12,330) Adjusted Net Income 70,266 67,378 72,558 76,505 78,908 84,973 77,957 122,520 Tax benefit of goodwill and acquired intangibles 9,536 9,655 9,748 10,141 10,141 10,141 10,141 10,255 Adjusted Net Income with Tax Benefit $ 79,802 $ 77,033 $ 82,306 $ 86,646 $ 89,049 $ 95,114 $ 88,098 $ 132,762 Weighted average shares outstanding – diluted 67,676 66,935 65,972 66,075 66,057 65,519 64,714 84,616* Adjusted Net income with Tax Benefit Per Diluted Share $ 1.18 $ 1.15 $ 1.25 $ 1.31 $ 1.35 $ 1.45 $ 1.36 $ 1.57 32*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.
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Detailed Reconciliation of Q3 2026 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 September 30, 2026. 33 Nine months ended September 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 1,000,697$ -$ 1,000,697$ Fund administration and distribution fees 219,226 - 219,226 Total revenue 1,219,923 - - - - - - 1,219,923 Expenses Personnel compensation and benefits (1) 357,356 (46,968) (12,378) (59,346) 298,010 Distribution and other asset-based expenses (2) 208,403 - 208,403 General and administrative (2) 66,429 (357) (357) 66,072 Depreciation and amortization (2) 61,677 (54,891) (54,891) 6,786 Change in value of consideration payable for acquisition of business (2) 6,139 (6,139) (6,139) - Acquisition-related costs (2) 22,534 (22,534) (22,534) - Restructuring and integration costs (2) 6,728 (6,728) (6,728) - Total operating expenses 729,266 (357) (54,891) (46,968) (47,779) – (149,995) 579,271 Income/(loss) from operations 490,657 357 54,891 46,968 47,779 – 149,995 640,652 Other income (expense) Interest income and other income/(expense) (3) 10,559 - 10,559 Interest expense and other financing costs (3) (40,138) 2,987 2,987 (37,151) Loss on debt extinguishment (3) (2,028) - - (2,028) Total other income (expense), net (31,607) – – – – 2,987 2,987 (28,620) Income/(loss) before income taxes 459,050 357 54,891 46,968 47,779 2,987 152,982 612,032 Income tax (expense)/benefit (116,205) (89) (13,723) (1,967) (11,945) (747) (28,471) (144,676) 31,947 Net income/(loss) 342,845$ 268$ 41,168$ 45,001$ 35,834$ 2,240$ 124,511$ 467,356$ + 31,947$ = 499,303$ Earnings per share—basic 5.49$ 7.48$ 0.51$ Earnings per share—diluted 5.42$ 7.38$ 0.50$ Earnings per fully diluted share 4.11$ 5.61$ + 0.38$ = 5.99$ Weighted average shares outstanding—basic 62,502 62,502 62,502 Weighted average shares outstanding—diluted 63,301 63,301 63,301 Fully diluted shares 83,310 83,310 83,310 Memo: Expenses Personnel (1) 357,356 298,010 Operating (2) 371,910 281,261 Non-Operating (3) 31,607 28,620 Adjustments
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Detailed Reconciliation of Q2 2026 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. 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 34
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Detailed Reconciliation of Q1 2026 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 35
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Detailed Reconciliation of Q4 2025 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 36
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Detailed Reconciliation of Q3 2025 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. 37 Three months ended September 30, 2025 (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 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
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Notes and Disclosures 38 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 September 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%, 85%, and 78% of Total AUM, respectively, as of September 30, 2026. Composites are calculated by asset weighting included accounts, using gross-of-fee, linked time weighted returns for each period. The composite return is then compared to the primary strategy benchmark. Composites without sufficient performance history are excluded from periods for which a full track record does not yet exist. Certain separate accounts are excluded where Victory Capital has determined, in accordance with its GIPS® Procedures, that inclusion would not be representative of the strategy's performance. 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. As of September 30, 2026, of our 113 rated mutual funds and ETFs, 56 received 4 or 5 star Overall Morningstar Ratings and 57 did not, representing 62% and 38% of rated mutual fund and ETF AUM, respectively. 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.