8-K
Victory Capital Holdings, Inc. (VCTR)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 6, 2026
Date of Report (date of earliest event reported)
Victory Capital Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38388 | 32-0402956 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 15935 La Cantera Parkway; San Antonio, TX | 78256 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(216) 898‑2400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, Par Value $0.01 | VCTR | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and Financial Condition
On May 6, 2026, Victory Capital Holdings, Inc., (the “Company”) issued a press release (the “Earnings Press Release”) reporting results for the three months ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information set forth in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | |
|---|---|
| Number | Description |
| 99.1 | Earnings Press Release dated May 6, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- 2 -
SIGNATURE(S)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VICTORY CAPITAL HOLDINGS, INC. | ||
|---|---|---|
| Date: May 6, 2026 | By: | /s/ MICHAEL D. POLICARPO |
| Name: Michael D. Policarpo | ||
| Title: President, Chief Financial Officer and Chief Administrative Officer |
- 3 -
EX-99.1
Exhibit 99.1
| NEWS RELEASE |
|---|
Victory Capital Reports Record First Quarter Results
First-Quarter Highlights
- Total Client Assets of $313.1 billion
- Long-term gross flows of $18.9 billion
- Long-term net flows of ($457) million
- GAAP operating margin of 41.0%
- GAAP net income per diluted share of $1.33
- Adjusted EBITDA margin of 52.6%
- Adjusted net income with tax benefit per diluted share of $1.82
- Board authorizes increase in regular quarterly cash dividend to $0.50 per share
San Antonio, Texas, May 6, 2026 — Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported record financial results for the quarter ended March 31, 2026.
"We had an exceptional first quarter, reporting record revenue, record Adjusted EBITDA, and record earnings per share, while simultaneously achieving an all-time high in long-term quarterly gross sales,” said David Brown, Chairman and Chief Executive Officer. “Our net flows improved meaningfully during the quarter as we continue to execute and make investments into our distribution channels.
"Our investment performance also improved during the quarter and remains excellent. As of March 31, 2026, 71%, 67%, 68%, and 81% of our AUM outperformed benchmarks over the respective 1-, 3-, 5-, and 10-year periods. In addition, 68% 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. At quarter end, we had recognized approximately $104 million of the expected $110 million in total net expense synergies, and we remain on track to achieve the full $110 million within 2026.
"Two areas that helped fuel our improved sales results for the quarter are the VictoryShares ETF platform, which continues to generate strong net inflows across our intermediary channels, and our international distribution channel, which delivered net inflows again for the quarter. Additionally, multiple Investment Franchises had positive net flows for the quarter as we continue to build momentum in various investment strategies and products.
"We continued to return capital to shareholders, repurchasing a quarterly record of 2 million shares of VCTR common stock during the quarter. Combined with dividends paid, this returned a total of $185 million to shareholders in the quarter.
"Inorganic growth remains a strategic priority, and our pipeline of acquisition opportunities is extensive and we are very active. Our approach has always been, and will remain, disciplined. The strength of our business allows us to be selective, and we only pursue transactions that make our Company better.
"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 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | |||||||
| 2026 | 2025 | 2025 | |||||||
| Assets Under Management1 | |||||||||
| Ending | $ | 309,835 | $ | 313,775 | $ | 167,468 | |||
| Average | 318,746 | 312,873 | 173,789 | ||||||
| AUM Long-term Flows2 | |||||||||
| Long-term Gross | $ | 18,946 | $ | 17,127 | $ | 9,309 | |||
| Long-term Net | (457 | ) | (2,089 | ) | (1,205 | ) | |||
| AUM Money Market/Short-term Flows | |||||||||
| Money Market / Short-term Gross | $ | 235 | $ | 345 | $ | 177 | |||
| Money Market / Short-term Net | (197 | ) | (22 | ) | (44 | ) | |||
| AUM Total Flows | |||||||||
| Total Gross | $ | 19,181 | $ | 17,472 | $ | 9,486 | |||
| Total Net | (654 | ) | (2,111 | ) | (1,249 | ) | |||
| Consolidated Financial Results (GAAP) | |||||||||
| Revenue | $ | 388.0 | $ | 374.1 | $ | 219.6 | |||
| AUM revenue realization (in bps) | 47.6 | 47.4 | 51.2 | ||||||
| Operating expenses | 228.8 | 220.9 | 126.7 | ||||||
| Income from operations | 159.2 | 153.2 | 92.9 | ||||||
| Operating margin | 41.0 | % | 40.9 | % | 42.3 | % | |||
| Net income | 112.1 | 112.8 | 62.0 | ||||||
| Earnings per diluted share | $ | 1.33 | $ | 1.32 | $ | 0.96 | |||
| Cash flow from operations | 121.0 | 145.1 | 81.1 | ||||||
| Adjusted Performance Results (Non-GAAP)3 | |||||||||
| Adjusted EBITDA | $ | 204.0 | $ | 197.5 | $ | 116.4 | |||
| Adjusted EBITDA margin | 52.6 | % | 52.8 | % | 53.0 | % | |||
| Adjusted net income | 142.7 | 141.3 | 78.0 | ||||||
| Tax benefit of goodwill and acquired intangible assets | 10.5 | 10.5 | 10.1 | ||||||
| Adjusted net income with tax benefit | 153.2 | 151.7 | 88.1 | ||||||
| Adjusted net income with tax benefit per diluted share4 | $ | 1.82 | $ | 1.78 | $ | 1.36 |
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 March 31, 2026 and December 31, 2025.
AUM, Flows and Investment Performance
At March 31, 2026, Victory Capital had total client assets of $313.1 billion, assets under management of $309.8 billion, and other assets of $3.3 billion. Total AUM decreased by $3.9 billion to $309.8 billion at March 31, 2026, compared with $313.8 billion at December 31, 2025. The decrease was primarily due to negative market action of $2.8 billion and net outflows of $0.7 billion. Net flows were comprised of $0.5 billion and $0.2 billion of long-term and short-term net outflows, respectively. Total gross flows for the first quarter were $19.2 billion, including long-term gross flows of $18.9 billion.
As of March 31, 2026, Victory Capital offered 179 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of March 31, 2026.
| Percentage of AUM Outperforming Benchmark | |||
|---|---|---|---|
| Trailing | Trailing | Trailing | Trailing |
| 1-Year | 3-Years | 5-Years | 10-Years |
| 71% | 67% | 68% | 81% |
First Quarter 2026 Compared with Fourth Quarter 2025
Revenue increased 3.7% to $388.0 million in the first quarter, compared with $374.1 million in the fourth quarter, primarily due to higher average AUM and crystallization of certain annual fees over the comparable period. GAAP operating margin expanded 10 basis points in the first quarter to 41.0%, up from 40.9% in the fourth quarter primarily due to a $13.9 million increase in revenue partially offset by a $7.9 million increase in total operating expense. Operating expenses increased 3.6% to $228.8 million in the first quarter, compared to $220.9 million in the fourth quarter, primarily due to a $4.9 million increase in compensation related expenses associated with annual payroll tax and benefits reset and higher earnings and a $7.1 million increase in acquisition-related costs partially offset by decreases in other general and administrative expenses. First quarter GAAP net income decreased 0.6% to $112.1 million, or $1.33 per diluted share, down from $112.8 million, or $1.32 per diluted share, in the prior quarter.
Adjusted net income with tax benefit increased 1.0% to $153.2 million, or $1.82 per diluted share in the first quarter, up from $151.7 million, or $1.78 per diluted share, in the fourth quarter. Adjusted EBITDA increased 3.3% to $204.0 million in the first quarter, versus $197.5 million in the fourth quarter. Adjusted EBITDA margin contracted 20 basis points in the first quarter of 2026 to 52.6% compared with 52.8% in the prior quarter.
First Quarter 2026 Compared with First Quarter 2025
On April 1, 2025, the Company completed the acquisition of Amundi US and reintroduced the brand Pioneer Investments for the acquired business and investment products. Current quarter results reflect the acquisition of Amundi US, which closed on April 1, 2025. Revenue for the three months ended March 31, 2026, increased 76.7% to $388.0 million, compared with $219.6 million in the same quarter of 2025 as a result of higher average AUM over the comparable period. Operating expenses increased 80.6% to $228.8 million, compared with $126.7 million in last year’s first quarter, reflecting variable operating expenses that rose as a result of higher average AUM and an expanded business. GAAP operating margin contracted 130 basis points to 41.0% in the first quarter, from 42.3% in the same quarter of 2025. GAAP net income increased 80.9% to $112.1 million, or $1.33 per diluted share, in the first quarter compared with $62.0 million, or $0.96 per diluted share, in the same quarter of 2025.
Adjusted net income with tax benefit increased 73.9% to $153.2 million, or $1.82 per diluted share, in the first quarter, compared with $88.1 million, or $1.36 per diluted share in the same quarter last year. Adjusted EBITDA increased 75.3% to $204.0 million, compared with $116.4 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin contracted 40 basis points to 52.6% in the first quarter of 2026, compared with 53.0% in the same quarter last year.
Balance Sheet / Capital Management
The total debt outstanding as of December 31, 2025 was approximately $980 million.
For the three months ended March 31, 2026, the Company repurchased approximately 2 million shares of Common Stock.
The Company’s Board of Directors approved a regular quarterly cash dividend of $0.50 per share. The dividend is payable on June 25, 2026, to shareholders of record on June 10, 2026.
Conference Call, Webcast and Slide Presentation
The Company will host a conference call tomorrow morning, May 7, 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 1-833-461-5787 (domestic) or 1-585-542-9983 (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 $313.1 billion in total client assets, as of March 31, 2026. 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 Iran, 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, 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.
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.
Contacts
Investors:
Matthew Dennis, CFA
Chief of Staff
Director, Investor Relations
216-898-2412
mdennis@vcm.com
Carly Thomas
Director, Investor Relations and Responsible Business
210-694-9658
cthomas@vcm.com
Media: Jessica Davila Director, Global Communications 210-694-9693 jessica_davila@vcm.com
Victory Capital Holdings, Inc. and Subsidiaries
Unaudited Consolidated Statements of Operations
(in thousands except per share data and percentages)
| For the Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | |||||||
| 2026 | 2025 | 2025 | |||||||
| Revenue | |||||||||
| Investment management fees | $ | 316,369 | $ | 301,353 | $ | 173,301 | |||
| Fund administration and distribution fees | 71,620 | 72,769 | 46,301 | ||||||
| Total revenue | 387,989 | 374,122 | 219,602 | ||||||
| Expenses | |||||||||
| Personnel compensation and benefits | 105,855 | 100,954 | 56,136 | ||||||
| Distribution and other asset-based expenses | 67,410 | 68,315 | 35,477 | ||||||
| General and administrative | 20,615 | 22,147 | 14,328 | ||||||
| Depreciation and amortization | 20,576 | 21,593 | 7,432 | ||||||
| Change in value of consideration payable for acquisition of business | 3,537 | 3,064 | 3,406 | ||||||
| Acquisition-related costs | 7,658 | 570 | 8,750 | ||||||
| Restructuring and integration costs | 3,153 | 4,304 | 1,165 | ||||||
| Total operating expenses | 228,804 | 220,947 | 126,694 | ||||||
| Income from operations | 159,185 | 153,175 | 92,908 | ||||||
| Operating margin | 41.0 | % | 40.9 | % | 42.3 | % | |||
| Other income (expense) | |||||||||
| Interest income and other income | 2,756 | 3,713 | 704 | ||||||
| Interest expense and other financing costs | (14,081 | ) | (15,229 | ) | (13,211 | ) | |||
| Total other expense, net | (11,325 | ) | (11,516 | ) | (12,507 | ) | |||
| Income before income taxes | 147,860 | 141,659 | 80,401 | ||||||
| Income tax expense | (35,720 | ) | (28,847 | ) | (18,426 | ) | |||
| Net income | $ | 112,140 | $ | 112,812 | $ | 61,975 | |||
| Preferred stock dividends | (9,769 | ) | (9,769 | ) | — | ||||
| Income attributable to Preferred stockholders | (16,846 | ) | (16,848 | ) | — | ||||
| Net income attributable to common shareholders | $ | 85,525 | $ | 86,195 | $ | 61,975 | |||
| Earnings per share of common stock | |||||||||
| Basic | $ | 1.34 | $ | 1.33 | $ | 0.97 | |||
| Diluted | 1.33 | 1.32 | 0.96 | ||||||
| Weighted average number of shares outstanding | |||||||||
| Basic | 63,635 | 64,584 | 63,711 | ||||||
| Diluted | 64,388 | 65,329 | 64,714 | ||||||
| Dividends declared per share | $ | 0.49 | $ | 0.49 | $ | 0.47 |
Victory Capital Holdings, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures1
(unaudited; in thousands except per share data and percentages)
| For the Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | |||||||
| 2026 | 2025 | 2025 | |||||||
| Net income (GAAP) | $ | 112,140 | $ | 112,812 | $ | 61,975 | |||
| Income tax expense | (35,720 | ) | (28,847 | ) | (18,426 | ) | |||
| Income before income taxes | $ | 147,860 | $ | 141,659 | $ | 80,401 | |||
| Interest expense | 13,658 | 15,367 | 12,521 | ||||||
| Depreciation | 2,279 | 2,519 | 2,168 | ||||||
| Other business taxes | (555 | ) | 1,101 | 922 | |||||
| Amortization of acquisition-related intangible assets | 18,297 | 19,074 | 5,264 | ||||||
| Stock-based compensation | 3,586 | 2,143 | 1,053 | ||||||
| Acquisition, restructuring and exit costs | 18,699 | 15,439 | 13,321 | ||||||
| Debt issuance costs | 196 | 174 | 749 | ||||||
| Adjusted EBITDA | $ | 204,020 | $ | 197,476 | $ | 116,399 | |||
| Adjusted EBITDA margin | 52.6 | % | 52.8 | % | 53.0 | % | |||
| Net income (GAAP) | $ | 112,140 | $ | 112,812 | $ | 61,975 | |||
| Adjustment to reflect the operating performance of the Company | |||||||||
| Other business taxes | (555 | ) | 1,101 | 922 | |||||
| Amortization of acquisition-related intangible assets | 18,297 | 19,074 | 5,264 | ||||||
| Stock-based compensation | 3,586 | 2,143 | 1,053 | ||||||
| Acquisition, restructuring and exit costs | 18,699 | 15,439 | 13,321 | ||||||
| Debt issuance costs | 196 | 174 | 749 | ||||||
| Tax effect of above adjustments | (9,683 | ) | (9,482 | ) | (5,327 | ) | |||
| Adjusted net income | $ | 142,680 | $ | 141,261 | $ | 77,957 | |||
| Adjusted net income per diluted share2 | $ | 1.69 | $ | 1.66 | $ | 1.20 | |||
| Weighted average number of shares outstanding - diluted (GAAP) | 64,388 | 65,329 | 64,714 | ||||||
| Weighted average number of shares outstanding - diluted (Non-GAAP)2 | 84,341 | 85,219 | 64,714 | ||||||
| Tax benefit of goodwill and acquired intangible assets | $ | 10,515 | $ | 10,487 | $ | 10,141 | |||
| Tax benefit of goodwill and acquired intangible assets per diluted share2 | $ | 0.13 | $ | 0.12 | $ | 0.16 | |||
| Adjusted net income with tax benefit | $ | 153,195 | $ | 151,748 | $ | 88,098 | |||
| Adjusted net income with tax benefit per diluted share2 | $ | 1.82 | $ | 1.78 | $ | 1.36 |
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 March 31, 2026 and December 31, 2025.
Victory Capital Holdings, Inc. and Subsidiaries
Unaudited Consolidated Balance Sheets
(In thousands, except per share amounts)
| December 31, 2025 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Cash and cash equivalents | 75,849 | $ | 163,690 | ||
| Receivables | 197,584 | 181,141 | |||
| Prepaid expenses | 20,146 | 16,071 | |||
| Investments, at fair value | 82,779 | 99,394 | |||
| Property and equipment, net | 22,407 | 23,833 | |||
| Goodwill | 1,235,940 | 1,235,940 | |||
| Other intangible assets, net | 2,459,532 | 2,477,617 | |||
| Operating lease right-of-use assets | 46,524 | 48,650 | |||
| Other assets | 804 | 1,514 | |||
| Total assets | 4,141,565 | $ | 4,247,850 | ||
| Liabilities and stockholders' equity | |||||
| Accounts payable and accrued expenses | 103,705 | $ | 72,387 | ||
| Accrued compensation and benefits | 60,262 | 86,355 | |||
| Consideration payable for acquisition of business | 51,158 | 87,564 | |||
| Deferred tax liability, net | 486,656 | 479,792 | |||
| Operating lease liabilities | 43,775 | 45,610 | |||
| Other liabilities | 68,148 | 81,399 | |||
| Long-term debt(1) | 968,024 | 970,014 | |||
| Total liabilities | 1,781,728 | 1,823,121 | |||
| Stockholders' equity: | |||||
| Common stock, 0.01 par value per share: 2026 - 600,000 shares authorized, 88,389 shares issued and 62,544 shares outstanding; 2025 - 600,000 shares authorized, 87,867 shares issued and 64,150 shares outstanding | 884 | 879 | |||
| Preferred stock, 0.01 par value per share: 2026 - 100,000 shares authorized, 20,037 shares issued and outstanding; 2025 - 100,000 shares authorized, 19,937 shares issued and outstanding | 200 | 199 | |||
| Additional paid-in capital | 2,112,191 | 2,102,938 | |||
| Treasury stock, at cost: 2026 - 25,845 shares; 2025 - 23,717 shares | (930,356 | ) | (786,008 | ) | |
| Accumulated other comprehensive income | 8,642 | 9,020 | |||
| Retained earnings | 1,168,276 | 1,097,701 | |||
| Total stockholders' equity | 2,359,837 | 2,424,729 | |||
| Total liabilities and stockholders’ equity | 4,141,565 | $ | 4,247,850 |
All values are in US Dollars.
1 Balances at March 31, 2026 and December 31, 2025 are shown net of unamortized loan discount and debt issuance costs in the amount of $12.1 million and $12.5 million, respectively. The gross amount of the debt outstanding was $980.1 million and $982.5 million as of March 31, 2026 and December 31, 2025, respectively.
Victory Capital Holdings, Inc. and Subsidiaries
Total Client Assets
(unaudited; in millions)
| For the Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | |||||||
| 2026 | 2025 | 2025 | |||||||
| Beginning AUM | $ | 313,775 | $ | 310,644 | $ | 171,930 | |||
| Beginning other assets1 | 2,846 | 2,726 | 4,165 | ||||||
| Beginning total client assets | 316,621 | 313,370 | 176,096 | ||||||
| AUM net cash flows | (654 | ) | (2,111 | ) | (1,249 | ) | |||
| Other assets net cash flows | 390 | — | (277 | ) | |||||
| Total client assets net cash flows | (264 | ) | (2,111 | ) | (1,526 | ) | |||
| AUM market appreciation (depreciation) | (2,797 | ) | 6,152 | (3,172 | ) | ||||
| Other assets market appreciation (depreciation) | 32 | 120 | 78 | ||||||
| Total client assets market appreciation (depreciation) | (2,765 | ) | 6,273 | (3,094 | ) | ||||
| AUM realizations and distributions | (456 | ) | (287 | ) | (21 | ) | |||
| Acquired & divested assets / Net transfers | (33 | ) | (624 | ) | (20 | ) | |||
| Ending AUM | 309,835 | 313,775 | 167,468 | ||||||
| Ending other assets | 3,268 | 2,846 | 3,967 | ||||||
| Ending total client assets | 313,103 | 316,621 | 171,435 | ||||||
| Average total client assets2 | 321,784 | 315,662 | 177,849 |
1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the 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 March 31, 2026, December 31, 2025 and March 31, 2025 total client assets revenue realization was 47.2 basis points, 47.0 basis points and 50.1 basis points, respectively.
Victory Capital Holdings, Inc. and Subsidiaries
Total Assets Under Management1
(unaudited; in millions)
| For the Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | |||||||
| 2026 | 2025 | 2025 | |||||||
| Beginning assets under management | $ | 313,775 | $ | 310,644 | $ | 171,930 | |||
| Gross client cash inflows | 19,181 | 17,472 | 9,486 | ||||||
| Gross client cash outflows | (19,835 | ) | (19,583 | ) | (10,736 | ) | |||
| Net client cash flows | (654 | ) | (2,111 | ) | (1,249 | ) | |||
| Market appreciation (depreciation) | (2,797 | ) | 6,152 | (3,172 | ) | ||||
| Realizations and distributions | (456 | ) | (287 | ) | (21 | ) | |||
| Acquired & divested assets / Net transfers | (33 | ) | (624 | ) | (20 | ) | |||
| Ending assets under management | 309,835 | 313,775 | 167,468 | ||||||
| Average assets under management | 318,746 | 312,873 | 173,789 |
1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
Victory Capital Holdings, Inc. and Subsidiaries
Other Assets (Institutional)1
(unaudited; in millions)
| For the Three Months | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | ||||||
| 2026 | 2025 | 2025 | ||||||
| Beginning other assets (institutional) | $ | 2,846 | $ | 2,726 | $ | 4,165 | ||
| Gross client cash inflows | 627 | — | — | |||||
| Gross client cash outflows | (237 | ) | — | (277 | ) | |||
| Net client cash flows | 390 | — | (277 | ) | ||||
| Market appreciation (depreciation) | 32 | 120 | 78 | |||||
| Realizations and distributions | — | — | — | |||||
| Acquired & divested assets / Net transfers | — | — | — | |||||
| Ending other assets (institutional) | 3,268 | 2,846 | 3,967 | |||||
| Average other assets (institutional)2 | 3,039 | 2,788 | 4,060 |
1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the 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 March 31, 2026, December 31, 2025 and March 31, 2025 total other assets (institutional) revenue realization was 3.5 basis points, 3.5 basis points and 3.4 basis points, respectively.
Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Asset Class
(unaudited; in millions)
| For the Three Months Ended | By Asset Class | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Global / | ||||||||||||||||||||||||||||||
| U.S. Mid | U.S. Small | Fixed | U.S. Large | Non-U.S. | Alternative | Total | Money Market / | Total | ||||||||||||||||||||||
| Cap Equity | Cap Equity | Income | Cap Equity | Equity | Solutions | Investments | Long-term | Short-term | AUM1 | |||||||||||||||||||||
| March 31, 2026 | ||||||||||||||||||||||||||||||
| Beginning assets under management | $ | 29,993 | $ | 11,179 | $ | 80,544 | $ | 63,380 | $ | 30,680 | $ | 91,228 | $ | 3,038 | $ | 310,042 | $ | 3,733 | $ | 313,775 | ||||||||||
| Gross client cash inflows | 776 | 250 | 5,070 | 3,057 | 2,789 | 6,718 | 287 | 18,946 | 235 | 19,181 | ||||||||||||||||||||
| Gross client cash outflows | (2,418 | ) | (1,329 | ) | (5,639 | ) | (3,956 | ) | (1,830 | ) | (3,960 | ) | (270 | ) | (19,403 | ) | (432 | ) | (19,835 | ) | ||||||||||
| Net client cash flows | (1,643 | ) | (1,079 | ) | (569 | ) | (899 | ) | 959 | 2,757 | 17 | (457 | ) | (197 | ) | (654 | ) | |||||||||||||
| Market appreciation (depreciation) | 942 | 438 | (13 | ) | (2,632 | ) | (140 | ) | (1,594 | ) | 170 | (2,829 | ) | 32 | (2,797 | ) | ||||||||||||||
| Realizations and distributions | — | — | (266 | ) | — | — | — | (190 | ) | (456 | ) | — | (456 | ) | ||||||||||||||||
| Acquired assets / Net transfers | (9 | ) | (3 | ) | 21 | (50 | ) | (26 | ) | 5 | (1 | ) | (64 | ) | 31 | (33 | ) | |||||||||||||
| Ending assets under management | $ | 29,283 | $ | 10,535 | $ | 79,716 | $ | 59,798 | $ | 31,473 | $ | 92,396 | $ | 3,033 | $ | 306,235 | $ | 3,599 | $ | 309,835 | ||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||
| Beginning assets under management | $ | 31,877 | $ | 12,722 | $ | 80,386 | $ | 63,061 | $ | 28,960 | $ | 86,963 | $ | 3,016 | $ | 306,985 | $ | 3,660 | $ | 310,644 | ||||||||||
| Gross client cash inflows | 846 | 266 | 5,555 | 3,347 | 1,848 | 5,043 | 221 | 17,127 | 345 | 17,472 | ||||||||||||||||||||
| Gross client cash outflows | (2,539 | ) | (1,913 | ) | (5,723 | ) | (4,376 | ) | (1,578 | ) | (2,902 | ) | (185 | ) | (19,216 | ) | (367 | ) | (19,583 | ) | ||||||||||
| Net client cash flows | (1,694 | ) | (1,647 | ) | (169 | ) | (1,028 | ) | 271 | 2,142 | 36 | (2,089 | ) | (22 | ) | (2,111 | ) | |||||||||||||
| Market appreciation (depreciation) | (11 | ) | 185 | 759 | 1,536 | 1,482 | 2,148 | 9 | 6,109 | 43 | 6,152 | |||||||||||||||||||
| Realizations and distributions | — | — | (287 | ) | — | — | — | — | (287 | ) | — | (287 | ) | |||||||||||||||||
| Acquired assets / Net transfers | (180 | ) | (81 | ) | (145 | ) | (189 | ) | (33 | ) | (24 | ) | (24 | ) | (676 | ) | 52 | (624 | ) | |||||||||||
| Ending assets under management | $ | 29,993 | $ | 11,179 | $ | 80,544 | $ | 63,380 | $ | 30,680 | $ | 91,228 | $ | 3,038 | $ | 310,042 | $ | 3,733 | $ | 313,775 | ||||||||||
| March 31, 2025 | ||||||||||||||||||||||||||||||
| Beginning assets under management | $ | 30,584 | $ | 14,785 | $ | 24,402 | $ | 14,148 | $ | 19,095 | $ | 62,593 | $ | 2,980 | $ | 168,586 | $ | 3,344 | $ | 171,930 | ||||||||||
| Gross client cash inflows | 1,098 | 445 | 928 | 82 | 2,137 | 4,363 | 256 | 9,309 | 177 | 9,486 | ||||||||||||||||||||
| Gross client cash outflows | (1,733 | ) | (847 | ) | (1,545 | ) | (469 | ) | (3,251 | ) | (2,318 | ) | (351 | ) | (10,514 | ) | (222 | ) | (10,736 | ) | ||||||||||
| Net client cash flows | (635 | ) | (402 | ) | (617 | ) | (386 | ) | (1,114 | ) | 2,045 | (96 | ) | (1,205 | ) | (44 | ) | (1,249 | ) | |||||||||||
| Market appreciation (depreciation) | (979 | ) | (1,194 | ) | 328 | (630 | ) | 396 | (1,202 | ) | 79 | (3,202 | ) | 30 | (3,172 | ) | ||||||||||||||
| Realizations and distributions | — | — | — | — | — | — | (21 | ) | (21 | ) | — | (21 | ) | |||||||||||||||||
| Acquired assets / Net transfers | (6 | ) | (7 | ) | 44 | (27 | ) | (44 | ) | (57 | ) | 2 | (94 | ) | 75 | (20 | ) | |||||||||||||
| Ending assets under management | $ | 28,964 | $ | 13,182 | $ | 24,157 | $ | 13,104 | $ | 18,334 | $ | 63,378 | $ | 2,945 | $ | 164,064 | $ | 3,404 | $ | 167,468 |
1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Region
(unaudited; in millions)
| As of March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | ||||||||||
| (in millions) | Amount | % of total | Amount | % of total | |||||||
| U.S. | $ | 254,786 | 82 | % | $ | 161,798 | 97 | % | |||
| Non-U.S. | 55,049 | 18 | % | 5,670 | 3 | % | |||||
| Total AUM1 | $ | 309,835 | 100 | % | $ | 167,468 | 100 | % |
1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Vehicle
(unaudited; in millions)
| For the Three Months Ended | By Vehicle | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Separate | ||||||||||||
| Accounts | ||||||||||||
| Mutual | and Other | Total | ||||||||||
| Funds1 | ETFs2 | Vehicles3 | AUM4 | |||||||||
| March 31, 2026 | ||||||||||||
| Beginning assets under management | $ | 172,203 | $ | 15,049 | $ | 126,523 | $ | 313,775 | ||||
| Gross client cash inflows | 7,793 | 1,770 | 9,618 | 19,181 | ||||||||
| Gross client cash outflows | (11,372 | ) | (464 | ) | (7,999 | ) | (19,835 | ) | ||||
| Net client cash flows | (3,579 | ) | 1,306 | 1,619 | (654 | ) | ||||||
| Market appreciation (depreciation) | (849 | ) | 79 | (2,027 | ) | (2,797 | ) | |||||
| Realizations and distributions | — | — | (456 | ) | (456 | ) | ||||||
| Acquired assets / Net transfers | — | (33 | ) | — | (33 | ) | ||||||
| Ending assets under management | $ | 167,775 | $ | 16,401 | $ | 125,659 | $ | 309,835 | ||||
| December 31, 2025 | ||||||||||||
| Beginning assets under management | $ | 172,923 | $ | 13,786 | $ | 123,935 | $ | 310,644 | ||||
| Gross client cash inflows | 7,422 | 1,274 | 8,776 | 17,472 | ||||||||
| Gross client cash outflows | (11,115 | ) | (246 | ) | (8,222 | ) | (19,583 | ) | ||||
| Net client cash flows | (3,693 | ) | 1,027 | 555 | (2,111 | ) | ||||||
| Market appreciation (depreciation) | 3,211 | 233 | 2,709 | 6,152 | ||||||||
| Realizations and distributions | — | — | (287 | ) | (287 | ) | ||||||
| Acquired assets / Net transfers | (238 | ) | 2 | (389 | ) | (624 | ) | |||||
| Ending assets under management | $ | 172,203 | $ | 15,049 | $ | 126,523 | $ | 313,775 | ||||
| March 31, 2025 | ||||||||||||
| Beginning assets under management | $ | 113,645 | $ | 7,508 | $ | 50,777 | $ | 171,930 | ||||
| Gross client cash inflows | 3,323 | 3,061 | 3,102 | 9,486 | ||||||||
| Gross client cash outflows | (6,328 | ) | (251 | ) | (4,156 | ) | (10,736 | ) | ||||
| Net client cash flows | (3,006 | ) | 2,810 | (1,053 | ) | (1,249 | ) | |||||
| Market appreciation (depreciation) | (2,243 | ) | (50 | ) | (880 | ) | (3,172 | ) | ||||
| Realizations and distributions | — | — | (21 | ) | (21 | ) | ||||||
| Acquired assets / Net transfers | (5 | ) | (15 | ) | — | (20 | ) | |||||
| Ending assets under management | $ | 108,392 | $ | 10,253 | $ | 48,823 | $ | 167,468 |
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.
4Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
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:
- 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.
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.