Victory Capital Reports Record Fourth-Quarter Results

SAN ANTONIO--( BUSINESS WIRE)--Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported record financial results for the quarter and year ended December 31, 2025.

“We ended 2025 with positive momentum and in a position of strength, achieving record quarterly and annual levels of gross flows, revenue, and earnings,” said David Brown, Chairman and Chief Executive Officer. “In early 2026, we achieved record high AUM and are well positioned to execute on all our growth strategies.

“Our investment performance remains excellent and improved during the fourth quarter. The percentage of our AUM outperforming benchmarks over the respective 1-, 3-, 5-, and 10-year periods ended December 31, was 63%, 63%, 68%, and 78%. In addition, 65% of our rated AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar.

“The integration of Pioneer Investments is substantially complete, with $97 million of net expense synergies having been achieved by year end. The remaining $13 million of net expense synergies are on track to be completed during 2026.

“Meaningful progress continues across key growth drivers, including achieving positive net flows from our international distribution channel, our VictoryShares ETF platform, and multiple Investment Franchises. This momentum is supported by the launching of new products and vehicles, the continued ramp-up of our international sales capabilities, our enlarged US salesforce, and investments we are making into our key distribution partners.

“Capital returned to shareholders during 2025 reached a record $366 million. In the fourth quarter, we repurchased more than 800,000 shares of VCTR common stock and, combined with dividends, returned a total of $93 million to shareholders.

“As our top capital deployment priority, we remain very active and disciplined in pursuing strategic acquisitions, and we also intend to continue with our meaningful share repurchases.

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

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

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

For the Three Months Ended

For the Year Ended

December 31,

September 30,

December 31,

2025

2024

2025

2024

313,775

310,644

171,930

313,775

171,930

312,873

303,584

175,741

268,806

169,658

17,127

16,962

6,615

58,821

25,255

(2,089

)

(244

)

(1,729

)

(4,198

)

(7,090

)

345

334

178

1,164

912

(22

)

(48

)

(140

)

(258

)

(287

)

17,472

17,296

6,793

59,985

26,167

(2,111

)

(292

)

(1,870

)

(4,456

)

(7,377

)

374.1

361.2

232.4

1,306.1

893.5

47.4

47.2

52.5

48.6

52.6

220.9

223.1

120.6

827.7

466.0

153.2

138.1

111.7

478.4

427.5

40.9

38.2

48.1

36.6

47.8

112.8

96.5

76.9

330.1

288.9

1.32

1.11

1.17

4.08

4.38

145.1

165.2

91.8

385.5

340.0

197.5

190.5

125.5

682.9

475.6

52.8

52.7

54.0

52.3

53.2

141.3

130.9

85.0

472.6

312.9

10.5

10.1

41.4

40.2

151.7

141.3

95.1

513.9

353.1

1.78

1.63

1.45

6.38

5.36

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

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

3 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure.

4 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock for the quarterly periods ended September 30, 2025 and December 31, 2025 and the year ended December 31, 2025.

AUM, Flows and Investment Performance

At December 31, 2025, Victory Capital had total client assets of $316.6 billion, assets under management of $313.8 billion, and other assets of $2.8 billion. Total AUM increased by $3.2 billion to $313.8 billion at December 31, 2025, compared with $310.6 billion at September 30, 2025. The increase was due to positive market action of $6.2 billion partially offset by net outflows of $2.1 billion. Total gross flows for the fourth quarter were $17.5 billion, including long-term gross flows of $17.1 billion.

As of December 31, 2025, Victory Capital offered 187 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of December 31, 2025.

63%

68%

78%

Fourth Quarter 2025 Compared with Third Quarter 2025

On April 1, 2025, the Company completed the acquisition of Amundi US and reintroduced the brand Pioneer Investments ("Pioneer" or "Pioneer Investments") for the acquired business and investment products. Sequential results reflect the acquisition. Revenue increased 3.6% to $374.1 million in the fourth quarter, compared with $361.2 million in the third quarter, primarily due to higher average AUM over the comparable period. GAAP operating margin expanded 270 basis points in the fourth quarter to 40.9%, up from 38.2% in the third quarter primarily due to a $5.9 million decrease in restructuring and integration related costs partially offset by a $4.0 million increase in compensation related expenses. Fourth quarter GAAP net income increased 16.9% to $112.8 million, or $1.32 per diluted share, up from $96.5 million, or $1.11 per diluted share, in the prior quarter.

Adjusted net income with tax benefit increased 7.4% to $151.7 million, or $1.78 per diluted share in the fourth quarter, up from $141.3 million, or $1.63 per diluted share, in the third quarter. Adjusted EBITDA increased 3.7% to $197.5 million in the fourth quarter, versus $190.5 million in the third quarter. Adjusted EBITDA margin expanded 10 basis points in the fourth quarter of 2025 to 52.8% compared with 52.7% in the prior quarter.

Fourth Quarter 2025 Compared with Fourth Quarter 2024

Current year results reflect the acquisition of Amundi US, which closed on April 1, 2025. Revenue for the three months ended December 31, 2025, increased 61.0% to $374.1 million, compared with $232.4 million in the same quarter of 2024 as a result of higher average AUM over the comparable period. Operating expenses increased 83.2% to $220.9 million, compared with $120.6 million in last year’s fourth quarter reflecting variable operating expenses that rose as a result of higher average AUM and an expanded business and restructuring and integration costs related to the acquisition of Amundi US. GAAP operating margin contracted 720 basis points to 40.9% in the fourth quarter, from 48.1% in the same quarter of 2024. GAAP net income increased 46.6% to $112.8 million, or $1.32 per diluted share, in the fourth quarter compared with $76.9 million, or $1.17 per diluted share, in the same quarter of 2024.

Adjusted net income with tax benefit increased 59.5% to $151.7 million, or $1.78 per diluted share, in the fourth quarter, compared with $95.1 million, or $1.45 per diluted share in the same quarter last year. Adjusted EBITDA increased 57.4% to $197.5 million, compared with $125.5 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin contracted 120 basis points to 52.8% in the fourth quarter of 2025, compared with 54.0% in the same quarter last year.

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

Current year results reflect the acquisition of Amundi US, which closed on April 1, 2025. Revenue for the year ended December 31, 2025, increased 46.2% to $1.3 billion, compared with $893.5 million in the same period of 2024. The increase was primarily due to higher average AUM.

Operating expenses increased 77.6% to $827.7 million for the year ended December 31, 2025, compared with $466.0 million in the same period in 2024, due to higher variable operating expenses as a result of the higher average AUM, an increase in acquisition-related costs, and an increase in restructuring and integration costs related to the acquisition of Amundi US. GAAP operating margin was 36.6% for the year ended December 31, 2025, a 1,120 basis point contraction from the 47.8% recorded in the same period in 2024. GAAP net income increased 14.3% to $330.1 million, or $4.08 per diluted share, in 2025 compared with $288.9 million, or $4.38 per diluted share, in 2024.

Adjusted net income with tax benefit increased 45.6% to $513.9 million for the year ended December 31, 2025, up from $353.1 million in 2024. On a per-share basis, adjusted net income with tax benefit increased 19.0% to $6.38 per diluted share for the year ended December 31, 2025 compared to $5.36 per diluted share in 2024. For the year ended December 31, 2025, adjusted EBITDA increased 43.6% to $682.9 million, compared with $475.6 million for the same period in 2024. Year-over-year, adjusted EBITDA margin contracted 90 basis points to 52.3% for the year ended December 31, 2025, compared with 53.2% in the previous year.

Balance Sheet / Capital Management

The total debt outstanding as of December 31, 2025 was approximately $983 million.

The Company’s Board of Directors approved a regular quarterly cash dividend of $0.49 per share. The dividend is payable on March 25, 2026, to shareholders of record on March 10, 2026.

Conference Call, Webcast and Slide Presentation

The Company will host a conference call tomorrow morning, February 5, at 8:00 a.m. ET to discuss the results. Analysts and investors may participate in the question-and-answer session. To participate in the conference call, please call 1-800-715-9871 (domestic) or 1-646-307-1963 (international), shortly before 8:00 a.m. ET and reference the Victory Capital Conference Call. A live, listen-only webcast will also be available via the investor relations section of the Company’s website at https://ir.vcm.com. Prior to the call, a supplemental slide presentation that will be used during the conference call will be available on the Events and Presentations page of the Company’s investor relations website. For anyone who is unable to join the live event, an archive of the webcast will be available for replay shortly after the call concludes.

About Victory Capital

Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $316.6 billion in total client assets, as of December 31, 2025. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.

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

FORWARD-LOOKING STATEMENTS

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

Although it is not possible to identify all of these risks and factors, they include, among others, the following: reductions in the assets under management (“AUM”) based on investment performance, client withdrawals, difficult market conditions and other factors such as the ongoing conflicts and potential military conflicts in Ukraine, Venezuela, China/Taiwan, and/or the Middle East, a pandemic, tariffs or trade restrictions; the nature of the Company’s contracts and investment advisory agreements; the Company's ability to maintain historical returns and sustain our historical growth; the Company's dependence on third parties to market our strategies and provide products or services for the operation of our business; the Company's ability to retain key investment professionals or members of our senior management team; the Company's reliance on the technology systems supporting our operations; the Company's ability to successfully acquire and integrate new companies; risks associated with expected benefits of the Amundi US transaction and the related impact on the Company’s business; the concentration of the Company’s investments in long only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; the Company's efforts to establish and develop new teams and strategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company's ability to limit employee misconduct; the Company's ability to meet the guidelines set by our clients; the Company's exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company's ability to implement effective information and cyber security policies, procedures and capabilities; the Company's substantial indebtedness; the potential impairment of the Company’s goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to the Company’s ETF platform; the Company's determination that we are not required to register as an “investment company” under the Investment Company Act of 1940; the fluctuation of the Company’s expenses; the Company's ability to respond to recent trends in the investment management industry; the level of regulation on investment management firms and the Company’s ability to respond to regulatory developments; the competitiveness of the investment management industry; and other risks and factors included, but not limited to, those listed under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, which is accessible on the SEC’s website at www.sec.gov.

In light of these risks, uncertainties and other factors, the forward-looking statements contained in this press release might not prove to be accurate. All forward-looking statements speak only as of the date made and Victory Capital undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Consolidated Statements of Operations

(in thousands except per share data and percentages)

For the Three Months Ended

For the Year Ended

December 31,

September 30,

December 31,

2025

2024

2025

2024

301,353

288,509

183,826

1,045,469

704,583

72,769

72,686

48,545

260,662

188,894

374,122

361,195

232,371

1,306,131

893,477

100,954

96,983

58,857

362,991

217,214

68,315

66,160

36,924

231,991

146,489

22,147

23,463

14,268

83,319

56,694

21,593

22,032

7,514

72,851

30,176

3,064

3,841

294

11,403

2,694

570

379

2,135

35,479

11,285

4,304

10,211

634

29,674

1,411

220,947

223,069

120,626

827,708

465,963

153,175

138,126

111,745

478,423

427,514

40.9

38.2

48.1

36.6

47.8

3,713

4,875

1,768

15,298

10,441

(15,229

)

(13,113

)

(14,657

)

(54,787

)

(63,836

)

—

(614

)

(263

)

(614

)

(363

)

(11,516

)

(8,852

)

(13,152

)

(40,103

)

(53,758

)

141,659

129,274

98,593

438,320

373,756

(28,847

)

(32,733

)

(21,654

)

(108,258

)

(84,892

)

112,812

96,541

76,939

330,062

288,864

(9,769

)

(9,696

)

—

(29,138

)

—

(16,848

)

(12,528

)

—

(30,773

)

—

86,195

74,317

76,939

270,151

288,864

1.33

1.12

1.19

4.13

4.47

1.32

1.11

1.17

4.08

4.38

64,584

66,206

64,428

65,439

64,607

65,329

66,964

65,519

66,376

65,928

0.49

0.44

1.94

1.555

Victory Capital Holdings, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures 1

(unaudited; in thousands except per share data and percentages)

For the Three Months Ended

For the Year Ended

December 31,

September 30,

December 31,

2025

2024

2025

2024

112,812

96,541

76,939

330,062

288,864

(28,847

)

(32,733

)

(21,654

)

(108,258

)

(84,892

)

141,659

129,274

98,593

438,320

373,756

15,367

12,136

13,971

52,224

60,799

2,519

3,295

2,228

11,218

8,959

1,101

637

376

3,353

1,525

19,074

18,737

5,286

61,633

21,217

2,143

2,022

1,007

7,325

4,246

15,439

21,400

3,063

104,150

1,735

174

2,950

981

4,628

3,385

197,476

190,451

125,505

682,851

475,622

52.8

52.7

54.0

52.3

53.2

112,812

96,541

76,939

330,062

288,864

1,101

637

376

3,353

1,525

19,074

18,737

5,286

61,633

21,217

2,143

2,022

1,007

7,325

4,246

15,439

21,400

3,063

104,150

1,735

174

2,950

981

4,628

3,385

(9,482

)

(11,437

)

(2,679

)

(38,576

)

(8,028

)

141,261

130,850

84,973

472,575

312,944

1.66

1.51

1.30

5.87

4.75

65,329

66,964

65,519

66,376

65,928

85,219

86,751

65,519

80,524

65,928

10,487

10,141

41,370

40,171

0.12

0.15

0.51

0.61

151,748

141,337

95,114

513,945

353,115

1.78

1.63

1.45

6.38

5.36

1 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure.

2 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock for the quarterly periods ended September 30, 2025 and December 31, 2025 and the year ended December 31, 2025.

Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Consolidated Balance Sheets

(In thousands, except for shares and per share amounts)

December 31,

2025

December 31,

2024

163,690

126,731

150,512

83,307

25,861

16,014

4,768

1,346

16,071

8,634

636

605

98,758

34,608

23,833

11,874

1,235,940

981,805

2,477,617

1,260,614

50,164

22,053

4,247,850

2,547,591

72,387

57,951

86,355

51,648

87,564

139,894

80,636

34,608

479,792

157,120

46,373

20,871

970,014

963,862

1,823,121

1,425,954

879

839

199

—

2,102,938

752,371

(786,008

)

(574,856

)

9,020

18,683

1,097,701

924,600

2,424,729

1,121,637

4,247,850

2,547,591

1 Balances at December 31, 2025 and 2024 are shown net of unamortized loan discount and debt issuance costs in the amount of $12.5 million and $8.3 million, respectively. The gross amount of the debt outstanding was $982.5 million and $972.2 million as of December 31, 2025 and 2024, respectively.

Victory Capital Holdings, Inc. and Subsidiaries

Total Client Assets

(unaudited; in millions)

For the Three Months Ended

December 31,

September 30,

December 31,

2025

2024

310,644

298,563

176,113

2,726

3,050

4,981

313,370

301,613

181,094

(2,111

)

(292

)

(1,870

)

—

(502

)

(675

)

(2,111

)

(794

)

(2,545

)

6,152

14,515

(2,237

)

120

177

(141

)

6,273

14,692

(2,378

)

(287

)

—

(624

)

(2,141

)

(76

)

313,775

310,644

171,930

2,846

2,726

4,165

316,621

313,370

176,096

315,662

306,457

180,104

For the Year Ended

December 31,

2025

2024

171,930

161,322

4,165

5,289

176,096

166,611

(4,456

)

(7,377

)

(1,948

)

(1,627

)

(6,404

)

(9,004

)

37,742

18,100

629

504

38,371

18,604

(311

)

108,869

(113

)

313,775

171,930

2,846

4,165

316,621

176,096

272,134

174,542

1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the by asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1.

2 For the three-month periods ending December 31, 2025, September 30, 2025 and December 31, 2024 total client assets revenue realization was 47.0 basis points, 46.8 basis points and 51.3 basis points, respectively.

3 For the year ended December 31, 2025 and 2024 total client assets revenue realization was 48.0 basis points and 51.2 basis points, respectively.

4 Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter. The year ended December 31, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion, partially offset by assets divested due to the closure of four Investment Franchises.

Victory Capital Holdings, Inc. and Subsidiaries

Total Assets Under Management 1

(unaudited; in millions)

For the Three Months Ended

December 31,

September 30,

December 31,

2025

2024

310,644

298,563

176,113

17,472

17,296

6,793

(19,583

)

(17,588

)

(8,663

)

(2,111

)

(292

)

(1,870

)

6,152

14,515

(2,237

)

(287

)

—

(624

)

(2,141

)

(76

)

313,775

310,644

171,930

312,873

303,584

175,741

For the Year Ended

December 31,

2025

2024

171,930

161,322

59,985

26,167

(64,441

)

(33,545

)

(4,456

)

(7,377

)

37,742

18,100

(311

)

108,869

(113

)

313,775

171,930

268,806

169,658

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

2 Three months ended September 30 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter. The year ended December 31, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of four Investment Franchises.

Victory Capital Holdings, Inc. and Subsidiaries

Other Assets (Institutional) 1

(unaudited; in millions)

For the Three Months

December 31,

September 30,

December 31,

2025

2024

2,726

3,050

4,981

—

(502

)

(675

)

—

(502

)

(675

)

120

177

(141

)

—

2,846

2,726

4,165

2,788

2,873

4,363

For the Year Ended

December 31,

2025

2024

4,165

5,289

—

467

(1,949

)

(2,094

)

(1,948

)

(1,627

)

629

504

—

2,846

4,165

3,328

4,883

2 For the three-month periods ending December 31, 2025, September 30, 2025 and December 31, 2024 total other assets (institutional) revenue realization was 3.5 basis points, 3.3 basis points and 3.2 basis points, respectively.

3 For the year ended December 31, 2025 and 2024 total other assets (institutional) revenue realization was 3.3 basis points and 3.4 basis points, respectively.

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Asset Class

(unaudited; in millions)

By Asset Class

Global /

U.S. Mid

U.S. Small

Fixed

U.S. Large

Non-U.S.

Alternative

Total

Money Market /

Total

Cap Equity

Income

Cap Equity

Equity

Solutions

Investments

Long-term

Short-term

AUM 1

31,877

12,722

80,386

63,061

28,960

86,963

3,016

306,985

3,660

310,644

846

266

5,555

3,347

1,848

5,043

221

17,127

345

17,472

(2,539

)

(1,913

)

(5,723

)

(4,376

)

(1,578

)

(2,902

)

(185

)

(19,216

)

(367

)

(19,583

)

(1,694

)

(1,647

)

(169

)

(1,028

)

271

2,142

(2,089

)

(22

)

(2,111

)

(11

)

185

759

1,536

1,482

2,148

6,109

6,152

—

(287

)

—

(287

)

—

(287

)

(180

)

(81

)

(145

)

(189

)

(33

)

(24

)

(24

)

(676

)

(624

)

29,993

11,179

80,544

63,380

30,680

91,228

3,038

310,042

3,733

313,775

31,833

13,140

79,752

61,654

25,576

79,988

2,986

294,930

3,632

298,563

819

307

5,816

1,960

2,923

4,921

216

16,962

334

17,296

(2,229

)

(1,494

)

(5,491

)

(3,930

)

(930

)

(2,962

)

(169

)

(17,206

)

(382

)

(17,588

)

(1,410

)

(1,187

)

325

(1,970

)

1,993

1,958

(244

)

(48

)

(292

)

1,469

977

1,247

4,003

1,695

5,112

(25

)

14,478

14,515

—

(14

)

(209

)

(939

)

(626

)

(304

)

(95

)

(2,180

)

(2,141

)

31,877

12,722

80,386

63,061

28,960

86,963

3,016

306,985

3,660

310,644

32,333

15,591

25,081

14,239

19,752

62,544

3,178

172,720

3,393

176,113

1,163

393

987

1,535

2,291

170

6,615

178

6,793

(1,881

)

(1,215

)

(1,391

)

(413

)

(1,023

)

(2,037

)

(384

)

(8,344

)

(319

)

(8,663

)

(718

)

(822

)

(404

)

(338

)

513

254

(214

)

(1,729

)

(140

)

(1,870

)

(1,008

)

(342

)

279

(1,143

)

(100

)

(2,279

)

(2,237

)

—

(24

)

(32

)

(26

)

(105

)

(125

)

(76

)

30,584

14,785

24,402

14,148

19,095

62,593

2,980

168,586

3,344

171,930

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

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

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Asset Class

(unaudited; in millions)

30,584

14,785

24,402

14,148

19,095

62,593

2,980

168,586

3,344

171,930

3,622

1,475

18,314

7,646

8,428

18,421

916

58,821

1,164

59,985

(8,121

)

(4,994

)

(18,771

)

(12,137

)

(7,131

)

(10,925

)

(939

)

(63,019

)

(1,422

)

(64,441

)

(4,500

)

(3,518

)

(458

)

(4,491

)

1,297

7,496

(23

)

(4,198

)

(258

)

(4,456

)

1,737

353

3,506

12,367

6,836

12,677

119

37,595

146

37,742

—

(287

)

—

(24

)

(311

)

—

(311

)

2,172

(440

)

53,381

41,356

3,452

8,463

(15

)

108,368

500

108,869

29,993

11,179

80,544

63,380

30,680

91,228

3,038

310,042

3,733

313,775

30,604

15,959

24,355

12,635

16,772

54,296

3,431

158,051

3,271

161,322

4,516

2,043

4,912

284

3,762

8,634

1,105

25,255

912

26,167

(7,685

)

(4,195

)

(5,905

)

(1,540

)

(2,893

)

(8,509

)

(1,618

)

(32,345

)

(1,200

)

(33,545

)

(3,169

)

(2,152

)

(993

)

(1,256

)

869

125

(513

)

(7,090

)

(287

)

(7,377

)

3,189

1,035

924

2,873

1,570

8,290

17,929

172

18,100

—

)

—

)

(40

)

(58

)

116

(104

)

(115

)

(118

)

(301

)

188

(113

)

30,584

14,785

24,402

14,148

19,095

62,593

2,980

168,586

3,344

171,930

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

2 The year ended December 31, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion, partially offset by assets divested due to the closure of four Investment Franchises.

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Region

(unaudited; in millions)

As of December 31,

2025

2024

Amount

% of total

Amount

% of total

258,975

165,706

54,799

6,224

313,775

100

171,930

100

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

2 Includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of four Investment Franchises.

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

By Vehicle

Separate

Accounts

Mutual

and Other

Funds 1

ETFs 2

Vehicles 3

Total AUM 4

172,923

13,786

123,935

310,644

7,422

1,274

8,776

17,472

(11,115

)

(246

)

(8,222

)

(19,583

)

(3,693

)

1,027

555

(2,111

)

3,211

233

2,709

6,152

—

(287

)

(287

)

(238

)

(389

)

(624

)

172,203

15,049

126,523

313,775

167,973

11,975

118,615

298,563

7,088

1,573

8,635

17,296

(9,081

)

(320

)

(8,187

)

(17,588

)

(1,993

)

1,252

449

(292

)

8,218

560

5,737

14,515

—

(1,276

)

—

(866

)

(2,141

)

172,923

13,786

123,935

310,644

117,044

6,694

52,375

176,113

3,545

1,167

2,082

6,793

(5,865

)

(130

)

(2,667

)

(8,663

)

(2,320

)

1,036

(586

)

(1,870

)

(1,063

)

(146

)

(1,028

)

(2,237

)

—

(15

)

(76

)

(76

)

113,645

7,508

50,777

171,930

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

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

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

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

5 Three months ended December 31, 2025 includes the impact of divested assets from one Investment Franchise closure in the fourth quarter.

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

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

By Vehicle

Separate

Accounts

Mutual

and Other

Funds 1

ETFs 2

Vehicles 3

Total AUM 4

113,645

7,508

50,777

171,930

24,768

7,476

27,741

59,985

(36,240

)

(1,082

)

(27,119

)

(64,441

)

(11,472

)

6,394

622

(4,456

)

20,651

1,062

16,029

37,742

—

(311

)

(311

)

49,379

59,405

108,869

172,203

15,049

126,523

313,775

108,802

4,970

47,551

161,322

14,954

3,089

8,124

26,167

(22,408

)

(915

)

(10,222

)

(33,545

)

(7,454

)

2,174

(2,097

)

(7,377

)

12,561

404

5,136

18,100

—

)

(263

)

(40

)

189

(113

)

113,645

7,508

50,777

171,930

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

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

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

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

5 The year ended December 31, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion, partially offset by assets divested due to the closure of four Investment Franchises.

Information Regarding Non-GAAP Financial Measures

Victory Capital uses non-GAAP financial measures referred to as Adjusted EBITDA and Adjusted Net Income to measure the operating profitability of the Company. These measures eliminate the impact of one-time acquisition, restructuring and integration costs and demonstrate the ongoing operating earnings metrics of the Company. The Company has included these non-GAAP measures to provide investors with the same financial metrics used by management to assess the operating performance of the Company.

Adjusted EBITDA

Adjustments made to GAAP Net Income to calculate Adjusted EBITDA, as applicable, are:

Adjusted Net Income

Adjustments made to GAAP Net Income to calculate Adjusted Net Income, as applicable, are:

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.