Open the filing on EDGARVictory Capital Reports Strong Third-Quarter Results
Third-Quarter Highlights
Total Client Assets of $313 billion
Long-term gross flows of $17.0 billion
Long-term net flows of ($244) million
GAAP operating margin of 38.2%
GAAP net income per diluted share of $1.11
Adjusted EBITDA margin of 52.7%
Adjusted net income with tax benefit per diluted share of $1.63
Board authorizes regular quarterly cash dividend of $0.49
San Antonio, Texas, November 6, 2025 - Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported record financial results for the quarter ended September 30, 2025.
“We continue to make good progress with our integration work associated with Pioneer Investments, our newest Investment Franchise,” said David Brown, Chairman and Chief Executive Officer. “We are firmly on track to deliver $110 million in net expense synergies, while simultaneously investing in strategic growth areas of the business. These net expense synergies are anticipated to be achieved within the previously disclosed timeframe.
“Our business and investment performance were both strong for the quarter. Gross long-term sales increased to $17 billion and our long-term net flows continued to improve for the fourth consecutive quarter. Long-term net outflows were just $244 million for the quarter. Our net flows continue to benefit from strong sales of our diversified suite of ETF products, which have added $5.4 billion of positive net flows through the first three quarters of the year.
“Firmwide investment performance through the end of September remains excellent. The percentage of our AUM outperforming benchmarks over the respective 3-, 5-, and 10-year periods was 64%, 65%, and 77%. In addition, 64% of our rated AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar.
“During the quarter, we repurchased 1.8 million shares of our common stock and, together with cash dividends, returned approximately $163 million of capital to shareholders. At quarter end, our net debt to leverage ratio improved to 1.1x further enhancing our financial wherewithal to execute inorganic growth opportunities.
“As always, we continue to focus on serving our clients, which is our top priority.”
Total Client Assets includes Total AUM and Other Assets. Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes Other Assets.
The Company reports its financial results in accordance with generally accepted accounting principles (“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.
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 Nine Months Ended |
|---|
| September 30, | June 30, | September 30, | September 30, | September 30, |
|---|
| 2025 | 2025 | 2024 | 2025 | 2024 |
|---|
| Assets Under Management | | | | | |
| Ending | $310,644 | $298,563 | $176,113 | $310,644 | $176,113 |
| Average | 303,584 | 284,977 | 171,876 | 254,117 | 167,631 |
| AUM Long-term Flows | | | | | |
| Long-term Gross | $16,962 | $15,423 | $5,876 | $41,694 | $18,640 |
| Long-term Net | (244) | (660) | (2,631) | (2,109) | (5,361) |
| AUM Money Market/Short-term Flows | | | | | |
| Money Market / Short-term Gross | $334 | $308 | $244 | $819 | $734 |
| Money Market / Short-term Net | (48) | (144) | (5) | (236) | (147) |
| AUM Total Flows | | | | | |
| Total Gross | $17,296 | $15,731 | $6,120 | $42,513 | $19,375 |
| Total Net | (292) | (804) | (2,636) | (2,345) | (5,508) |
| Consolidated Financial Results (GAAP) | | | | | |
| Revenue | $361.2 | $351.2 | $225.6 | $932.0 | $661.1 |
| AUM revenue realization (in bps) | 47.2 | 49.4 | 52.1 | 49.0 | 52.6 |
| Operating expenses | 223.1 | 257.0 | 105.3 | 606.8 | 345.3 |
| Income from operations | 138.1 | 94.2 | 120.4 | 325.2 | 315.8 |
| Operating margin | 38.2% | 26.8% | 53.3% | 34.9% | 47.8% |
| Net income | 96.5 | 58.7 | 82.0 | 217.3 | 211.9 |
| Earnings per diluted share | $1.11 | $0.68 | $1.24 | $2.73 | $3.21 |
| Cash flow from operations | 165.2 | (6.6) | 99.8 | 239.7 | 248.2 |
| Adjusted Performance Results (Non-GAAP) | | | | | |
| Adjusted EBITDA | $190.5 | $178.5 | $121.3 | $485.4 | $350.1 |
| Adjusted EBITDA margin | 52.7% | 50.8% | 53.7% | 52.1% | 53.0% |
| Adjusted net income | 130.9 | 122.5 | 78.9 | 331.3 | 228.0 |
| Tax benefit of goodwill and acquired intangible assets | 10.5 | 10.3 | 10.1 | 30.9 | 30.0 |
| Adjusted net income with tax benefit | 141.3 | 132.8 | 89.0 | 362.2 | 258.0 |
| Adjusted net income with tax benefit per diluted share | $1.63 | $1.57 | $1.35 | $4.59 | $3.91 |
Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
Long-term AUM is defined as Total AUM excluding Money Market and Short-term assets.
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.
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.
AUM, Flows and Investment Performance
At September 30, 2025, Victory Capital had total client assets of $313.4 billion, assets under management of $310.6 billion, and other assets of $2.7 billion. Total AUM increased by $12.1 billion to $310.6 billion at September 30, 2025, compared with $298.6 billion at June 30, 2025. The increase was primarily due to positive market action of $14.5 billion, partially offset by net outflows of $0.3 billion.
As of September 30, 2025, Victory Capital offered 189 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of September 30, 2025.
| Percentage of AUM Outperforming Benchmark |
| Trailing | Trailing | Trailing | Trailing |
| 1-Year | 3-Years | 5-Years | 10-Years |
| 54% | 64% | 65% | 77% |
Third Quarter 2025 Compared with Second 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 2.8% to $361.2 million in the third quarter, compared with $351.2 million in the second quarter, primarily due to higher average AUM over the comparable period.
GAAP operating margin expanded 1,140 basis points in the third quarter to 38.2%, up from 26.8% in the second quarter, due to a $11.9 million decrease in personnel, compensation, and benefits expense, a $25.4 million decrease in acquisition-related costs, and a $3.8 million decrease in restructuring and integration costs. Third quarter GAAP net income increased 64.4% to $96.5 million, up from $58.7 million in the prior quarter.
Adjusted net income with tax benefit increased 6.5% to $141.3 million, or $1.63 per diluted share, in the third quarter, up from $132.8 million, or $1.57 per diluted share, in the second quarter. Adjusted EBITDA increased $11.9 million to $190.5 million in the third quarter compared to $178.5 million in the second quarter. Adjusted EBITDA margin expanded 190 basis points in the third quarter of 2025 to 52.7% compared with 50.8% in the prior quarter.
Third Quarter 2025 Compared with Third Quarter 2024
Current year results reflect the acquisition of Amundi US, which closed on April 1, 2025. The acquisition positively impacted our financial results for the three months ended September 30, 2025 when compared to the three months ended September 30, 2024. Revenue for the three months ended September 30, 2025, increased 60.1% to $361.2 million, compared with $225.6 million in the same quarter of 2024 as a result of higher average AUM over the comparable period.
Operating expenses were $223.0 million compared with $105.3 million in last year’s third quarter reflecting variable operating expenses that rose as a result of the higher average AUM and expanded business and higher restructuring and integration costs related to the acquisition of Amundi US. GAAP operating margin contracted 1,510 basis points to 38.2% in the third quarter, from 53.3% in the same quarter of 2024. GAAP net income increased 17.8% to $96.5 million in the third quarter compared with $82.0 million in the same quarter of 2024.
Adjusted net income with tax benefit increased 58.7% to $141.3 million, or $1.63 per diluted share, in the third quarter, compared with $89.0 million, or $1.35 per diluted share in the same quarter last year. Adjusted EBITDA increased 57.1% to $190.5 million, compared with $121.3 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin contracted 100 basis points to 52.7% in the third quarter of 2025, compared with 53.7% in the same quarter last year.
Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024
Current year results reflect the acquisition of Amundi US, which closed on April 1, 2025. The acquisition positively impacted our financial results for the nine months ended September 30, 2025 when compared to the nine months ended September 30, 2024. Revenue for the nine months ended September 30, 2025, increased 41.0% to $932.0 million, compared with $661.1 million in the same period of 2024 as a result of higher average AUM over the comparable period.
GAAP operating margin contracted 1,290 basis points, in the nine months ended September 30, 2025 to 34.9%, down from 47.8% in the same period of 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. Nine months ended September 30, 2025, GAAP net income increased 2.5% to $217.3 million, up from $211.9 million in the prior period.
Adjusted net income with tax benefit increased 40.4% to $362.2 million, or $4.59 per diluted share, in the nine months ended September 30, 2025, compared with $258.0 million, or $3.91 per diluted share in the same period last year. Adjusted EBITDA increased 38.6% to $485.4 million, compared with $350.1 million in the same period of last year. Year-over-year, adjusted EBITDA margin contracted 90 basis points to 52.1% in the nine months ended September 30, 2025, compared with 53.0% in the same period last year.
Balance Sheet / Capital Management
On September 23, 2025, the Company, entered into the Sixth Amendment to Credit Agreement extending the maturity date of its revolving credit facility from March 31, 2026 to September 23, 2030 and decreasing the drawn interest rate margin by 0.25% per annum. The Company also refinanced its existing term loans with replacement term loans in an aggregate principal amount of $985,000,000. The Repriced Term Loans will mature on September 23, 2032 and will bear interest at an annual rate equal to, at the option of the Company, either SOFR plus a margin of 2.00% or an alternate base rate plus a margin of 1.00%. The repriced term loans otherwise remain subject to substantially similar terms to those that were applicable to the previous credit agreement.
The Company’s Board of Directors approved a regular quarterly cash dividend of $0.49 per share. The dividend is payable on December 23, 2025, to shareholders of record on December 10, 2025.
Conference Call, Webcast and Slide Presentation
Victory Capital will report third-quarter 2025 financial results after the market closes on Thursday, November 6, 2025. The Company will host a conference call the following morning, Friday, November 7, at 8:00 a.m. ET to discuss the results. Victory Capital’s earnings release and supplemental materials will be available on the investor relations section of the Company’s website at https://ir.vcm.com before the conference call begins.
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. For anyone who is unable to join the live event, an archive of the webcast will be available for replay, at the same location, shortly after the call concludes.
About Victory Capital
Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $313 billion in total client assets, as of September 30, 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 conflicts in Ukraine and Israel, 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 Nine Months Ended |
|---|
| September 30, | June 30, | September 30, | September 30, | September 30, |
|---|
| 2025 | 2025 | 2024 | 2025 | 2024 |
|---|
| Revenue | | | | | |
| Investment management fees | $288,509 | $282,306 | $177,809 | $744,116 | $520,757 |
| Fund administration and distribution fees | 72,686 | 68,906 | 47,819 | 187,893 | 140,349 |
| Total revenue | 361,195 | 351,212 | 225,628 | 932,009 | 661,106 |
| Expenses | | | | | |
| Personnel compensation and benefits | 96,983 | 108,918 | 43,243 | 262,037 | 158,357 |
| Distribution and other asset-based expenses | 66,160 | 62,039 | 36,828 | 163,676 | 109,565 |
| General and administrative | 23,463 | 23,381 | 14,029 | 61,172 | 42,426 |
| Depreciation and amortization | 22,032 | 21,794 | 7,510 | 51,258 | 22,662 |
| Change in value of consideration payable for acquisition of business | 3,841 | 1,092 | (1,600) | 8,339 | 2,400 |
| Acquisition-related costs | 379 | 25,780 | 5,075 | 34,909 | 9,150 |
| Restructuring and integration costs | 10,211 | 13,994 | 180 | 25,370 | 777 |
| Total operating expenses | 223,069 | 256,998 | 105,265 | 606,761 | 345,337 |
| Income from operations | 138,126 | 94,214 | 120,363 | 325,248 | 315,769 |
| Operating margin | 38.2% | 26.8% | 53.3% | 34.9% | 47.8% |
| Other income (expense) | | | | | |
| Interest income and other income (expense) | 4,875 | 6,006 | 3,551 | 11,585 | 8,673 |
| Interest expense and other financing costs | (13,113) | (13,234) | (16,414) | (39,558) | (49,179) |
| Loss on debt extinguishment | (614) | - | - | (614) | (100) |
| Total other expense, net | (8,852) | (7,228) | (12,863) | (28,587) | (40,606) |
| Income before income taxes | 129,274 | 86,986 | 107,500 | 296,661 | 275,163 |
| Income tax expense | (32,733) | (28,252) | (25,517) | (79,411) | (63,238) |
| Net income | $96,541 | $58,734 | $81,983 | $217,250 | $211,925 |
| Preferred stock dividends | (9,696) | (9,673) | - | (19,369) | - |
| Income attributable to Preferred stockholders | (12,528) | (2,985) | - | (15,913) | - |
| Net income attributable to common shareholders | $74,317 | $46,076 | $81,983 | $181,968 | $211,925 |
| Earnings per share of common stock | | | | | |
| Basic | $1.12 | $0.69 | $1.26 | $2.77 | $3.28 |
| Diluted | 1.11 | 0.68 | 1.24 | 2.73 | 3.21 |
| Weighted average number of shares outstanding | | | | | |
| Basic | 66,206 | 67,239 | 64,875 | 65,728 | 64,667 |
| Diluted | 66,964 | 67,980 | 66,057 | 66,620 | 66,044 |
| Dividends declared per share | $0.49 | $0.49 | $0.41 | $1.45 | $1.115 |
Victory Capital Holdings, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures
(unaudited; in thousands except per share data and percentages)
| For the Three Months Ended | For the Nine Months Ended |
|---|
| September 30, | June 30, | September 30, | September 30, | September 30, |
|---|
| 2025 | 2025 | 2024 | 2025 | 2024 |
|---|
| Net income (GAAP) | $96,541 | $58,734 | $81,983 | $217,250 | $211,925 |
| Income tax expense | (32,733) | (28,252) | (25,517) | (79,411) | (63,238) |
| Income before income taxes | $129,274 | $86,986 | $107,500 | $296,661 | $275,163 |
| Interest expense | 12,136 | 12,200 | 15,649 | 36,857 | 46,828 |
| Depreciation | 3,295 | 3,236 | 2,210 | 8,699 | 6,731 |
| Other business taxes | 637 | 693 | 366 | 2,252 | 1,149 |
| Amortization of acquisition-related intangible assets | 18,737 | 18,558 | 5,300 | 42,559 | 15,931 |
| Stock-based compensation | 2,022 | 2,107 | 972 | 5,182 | 3,239 |
| Acquisition, restructuring and exit costs | 21,400 | 53,990 | (11,513) | 88,711 | (1,328) |
| Debt issuance costs | 2,950 | 755 | 775 | 4,454 | 2,404 |
| Adjusted EBITDA | $190,451 | $178,525 | $121,259 | $485,375 | $350,117 |
| Adjusted EBITDA margin | 52.7% | 50.8% | 53.7% | 52.1% | 53.0% |
| Net income (GAAP) | $96,541 | $58,734 | $81,983 | $217,250 | $211,925 |
| Adjustment to reflect the operating performance of the Company | | | | | |
| Other business taxes | 637 | 693 | 366 | 2,252 | 1,149 |
| Amortization of acquisition-related intangible assets | 18,737 | 18,558 | 5,300 | 42,559 | 15,931 |
| Stock-based compensation | 2,022 | 2,107 | 972 | 5,182 | 3,239 |
| Acquisition, restructuring and exit costs | 21,400 | 53,990 | (11,513) | 88,711 | (1,328) |
| Debt issuance costs | 2,950 | 755 | 775 | 4,454 | 2,404 |
| Tax effect of above adjustments | (11,437) | (12,330) | 1,025 | (29,094) | (5,349) |
| Adjusted net income | $130,850 | $122,507 | $78,908 | $331,314 | $227,971 |
| Adjusted net income per diluted share | $1.51 | $1.45 | $1.19 | $4.20 | $3.45 |
| Tax benefit of goodwill and acquired intangible assets | $10,487 | $10,255 | $10,141 | $30,883 | $30,030 |
| Tax benefit of goodwill and acquired intangible assets per diluted share | $0.12 | $0.12 | $0.15 | $0.39 | $0.45 |
| Adjusted net income with tax benefit | $141,337 | $132,762 | $89,049 | $362,197 | $258,001 |
| Adjusted net income with tax benefit per diluted share | $1.63 | $1.57 | $1.35 | $4.59 | $3.91 |
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.
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.
Victory Capital Holdings, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except for shares)
| September 30, 2025 | December 31, 2024 |
|---|
| Assets | | |
| Cash and cash equivalents | $115,741 | $126,731 |
| Receivables | 176,985 | 100,667 |
| Prepaid expenses | 12,749 | 8,634 |
| Investments, at fair value | 97,864 | 35,213 |
| Property and equipment, net | 25,823 | 11,874 |
| Goodwill | 1,235,940 | 981,805 |
| Other intangible assets, net | 2,496,267 | 1,260,614 |
| Other assets | 51,100 | 22,053 |
| Total assets | $4,212,469 | $2,547,591 |
| Liabilities and stockholders' equity | | |
| Accounts payable and accrued expenses | $79,471 | $57,951 |
| Accrued compensation and benefits | 78,846 | 51,648 |
| Consideration payable for acquisition of business | 84,500 | 139,894 |
| Deferred tax liability, net | 477,872 | 157,120 |
| Other liabilities | 120,694 | 55,479 |
| Long-term debt, net | 971,988 | 963,862 |
| Total liabilities | 1,813,371 | 1,425,954 |
| Stockholders' equity | | |
| Common stock, $0.01 par value per share: 2025 - 600,000,000 shares authorized, 87,749,009 shares issued and 66,925,722 shares outstanding; 2024 - 600,000,000 shares authorized, 83,947,949 shares issued and 63,653,212 shares outstanding | 877 | 839 |
| Preferred stock, $0.01 par value per share: 2025 - 100,000,000 shares authorized, 19,742,300 shares issued and outstanding; 2024 - 100,000,000 shares authorized, no shares issued and outstanding | 198 | - |
| Additional paid-in capital | 2,097,188 | 752,371 |
| Treasury stock, at cost: 2024 - 18,645,658 shares; 2023 - 18,149,591 shares | (734,638) | (574,856) |
| Accumulated other comprehensive income | 9,326 | 18,683 |
| Retained earnings | 1,026,147 | 924,600 |
| Total stockholders' equity | 2,399,098 | 1,121,637 |
| Total liabilities and stockholders' equity | $4,212,469 | $2,547,591 |
Balances at September 30, 2025 and December 31, 2024 are shown net of unamortized loan discount and debt issuance costs in the amount of $13.0 million and $8.3 million, respectively. The gross amount of debt outstanding was $985.0 million and $972.2 million at September 30, 2025 and December 31, 2024, respectively.
Victory Capital Holdings, Inc. and Subsidiaries
Total Client Assets
(unaudited; in millions)
| For the Three Months Ended |
|---|
| September 30, | June 30, | September 30, |
|---|
| 2025 | 2025 | 2024 |
|---|
| Beginning AUM | $298,563 | $167,468 | $168,681 |
| Beginning other assets | 3,050 | 3,967 | 5,094 |
| Beginning total client assets | 301,613 | 171,435 | 173,775 |
| AUM net cash flows | (292) | (804) | (2,636) |
| Other assets net cash flows | (502) | (1,170) | (446) |
| Total client assets net cash flows | (794) | (1,973) | (3,082) |
| AUM market appreciation (depreciation) | 14,515 | 20,247 | 10,076 |
| Other assets market appreciation (depreciation) | 177 | 253 | 333 |
| Total client assets market appreciation (depreciation) | 14,692 | 20,500 | 10,409 |
| AUM realizations and distributions | - | (3) | (2) |
| Acquired & divested assets / Net transfers | (2,141) | 111,654 | (7) |
| Ending AUM | 310,644 | 298,563 | 176,113 |
| Ending other assets | 2,726 | 3,050 | 4,981 |
| Ending total client assets | 313,370 | 301,613 | 181,094 |
| Average total client assets | 306,457 | 288,568 | 176,806 |
| For the Nine Months Ended |
|---|
| September 30, | September 30, |
|---|
| 2025 | 2024 |
|---|
| Beginning AUM | $171,930 | $161,322 |
| Beginning other assets | 4,165 | 5,289 |
| Beginning total client assets | 176,096 | 166,611 |
| AUM net cash flows | (2,345) | (5,508) |
| Other assets net cash flows | (1,948) | (952) |
| Total client assets net cash flows | (4,293) | (6,460) |
| AUM market appreciation (depreciation) | 31,589 | 20,337 |
| Other assets market appreciation (depreciation) | 509 | 644 |
| Total client assets market appreciation (depreciation) | 32,098 | 20,982 |
| AUM realizations and distributions | (24) | (2) |
| Acquired & divested assets / Net transfers | 109,493 | (38) |
| Ending AUM | 310,644 | 176,113 |
| Ending other assets | 2,726 | 4,981 |
| Ending total client assets | 313,370 | 181,094 |
| Average total client assets | 257,625 | 172,688 |
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.
For the three-month periods ending September 30, 2025, June 30, 2025 and September 30, 2024 total assets under management revenue realization was 46.8 basis points, 49.4 basis points and 50.8 basis points, respectively.
For the nine-month periods ending September 30, 2025 and 2024 total assets under management revenue realization was 48.4 basis points and 51.1 basis points, respectively.
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. Three months ended June 30, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion. Nine months ended September 30, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises.
Victory Capital Holdings, Inc. and Subsidiaries
Total Assets Under Management
(unaudited; in millions except for percentages)
| For the Three Months Ended |
|---|
| September 30, | June 30, | September 30, |
|---|
| 2025 | 2025 | 2024 |
|---|
| Beginning assets under management | $298,563 | $167,468 | $168,681 |
| Gross client cash inflows | 17,296 | 15,731 | 6,120 |
| Gross client cash outflows | (17,588) | (16,534) | (8,756) |
| Net client cash flows | (292) | (804) | (2,636) |
| Market appreciation (depreciation) | 14,515 | 20,247 | 10,076 |
| Realizations and distributions | - | (3) | (2) |
| Acquired & divested assets / Net transfers | (2,141) | 111,654 | (7) |
| Ending assets under management | 310,644 | 298,563 | 176,113 |
| Average assets under management | 303,584 | 284,977 | 171,876 |
| For the Nine Months Ended | |
| September 30, | September 30, | |
| 2025 | 2024 | |
| Beginning assets under management | $171,930 | $161,322 | |
| Gross client cash inflows | 42,513 | 19,375 | |
| Gross client cash outflows | (44,858) | (24,882) | |
| Net client cash flows | (2,345) | (5,508) | |
| Market appreciation (depreciation) | 31,589 | 20,337 | |
| Realizations and distributions | (24) | (2) | |
| Acquired assets / Net transfers | 109,493 | (38) | |
| Ending assets under management | 310,644 | 176,113 | |
| Average assets under management | 254,117 | 167,631 | |
Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
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. Three months ended June 30, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion. Nine months ended September 30, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises.
Victory Capital Holdings, Inc. and Subsidiaries
Other Assets (Institutional)
(unaudited; in millions)
| For the Three Months |
|---|
| September 30, | June 30, | September 30, |
|---|
| 2025 | 2025 | 2024 |
|---|
| Beginning other assets (institutional) | $3,050 | $3,967 | $5,094 |
| Gross client cash inflows | - | - | - |
| Gross client cash outflows | (502) | (1,170) | (446) |
| Net client cash flows | (502) | (1,170) | (446) |
| Market appreciation (depreciation) | 177 | 253 | 333 |
| Realizations and distributions | - | - | - |
| Acquired & divested assets / Net transfers | - | - | - |
| Ending other assets (institutional) | 2,726 | 3,050 | 4,981 |
| Average other assets (institutional) | 2,873 | 3,591 | 4,930 |
| For the Nine Months Ended |
|---|
| September 30, | September 30, |
|---|
| 2025 | 2024 |
|---|
| Beginning assets under management | $171,930 | $161,322 |
| Gross client cash inflows | 42,513 | 19,375 |
| Gross client cash outflows | (44,858) | (24,882) |
| Net client cash flows | (2,345) | (5,508) |
| Market appreciation (depreciation) | 31,589 | 20,337 |
| Realizations and distributions | (24) | (2) |
| Acquired assets / Net transfers | 109,493 | (38) |
| Ending assets under management | 310,644 | 176,113 |
| Average assets under management | 254,117 | 167,631 |
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.
For the three-month periods ending September 30, 2025, June 30, 2025 and September 30, 2024 total other assets (institutional) revenue realization was 3.3 basis points, 3.1 basis points and 3.4 basis points, respectively.
For the nine-month periods ending September 30, 2025 and 2024 total other assets (institutional) revenue realization was 3.3 basis points and 3.5 basis points, respectively.
Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Asset Class
(unaudited; in millions)
| | | | | 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 | AUM |
|---|
| For the Three Months Ended | By Asset Class |
| September 30, 2025 | | | | | | | | | | |
| Beginning assets under management | $31,833 | $13,140 | $79,752 | $61,654 | $25,576 | $79,988 | $2,986 | $294,930 | $3,632 | $298,563 |
| Gross client cash inflows | 819 | 307 | 5,816 | 1,960 | 2,923 | 4,921 | 216 | 16,962 | 334 | 17,296 |
| Gross client cash outflows | (2,229) | (1,494) | (5,491) | (3,930) | (930) | (2,962) | (169) | (17,206) | (382) | (17,588) |
| Net client cash flows | (1,410) | (1,187) | 325 | (1,970) | 1,993 | 1,958 | 47 | (244) | (48) | (292) |
| Market appreciation (depreciation) | 1,469 | 977 | 1,247 | 4,003 | 1,695 | 5,112 | (25) | 14,478 | 37 | 14,515 |
| Realizations and distributions | - | - | - | - | - | - | - | - | - | - |
| Acquired assets / Net transfers | (14) | (209) | (939) | (626) | (304) | (95) | 7 | (2,180) | 38 | (2,141) |
| Ending assets under management | $31,877 | $12,722 | $80,386 | $63,061 | $28,960 | $86,963 | $3,016 | $306,985 | $3,660 | $310,644 |
| June 30, 2025 | | | | | | | | | | |
| Beginning assets under management | $28,964 | $13,182 | $24,157 | $13,104 | $18,334 | $63,378 | $2,945 | $164,064 | $3,404 | $167,468 |
| Gross client cash inflows | 850 | 457 | 6,014 | 2,266 | 1,520 | 4,093 | 222 | 15,423 | 308 | 15,731 |
| Gross client cash outflows | (1,597) | (740) | (6,012) | (3,385) | (1,373) | (2,742) | (233) | (16,083) | (451) | (16,534) |
| Net client cash flows | (748) | (284) | 2 | (1,118) | 147 | 1,351 | (11) | (660) | (144) | (804) |
| Market appreciation (depreciation) | 1,233 | 385 | 1,172 | 7,482 | 3,263 | 6,620 | 55 | 20,210 | 37 | 20,247 |
| Realizations and distributions | - | - | - | - | - | - | (3) | (3) | - | (3) |
| Acquired assets / Net transfers | 2,194 | (143) | 54,420 | 42,376 | 3,833 | 8,639 | - | 111,318 | 335 | 111,654 |
| Ending assets under management | $31,643 | $13,140 | $79,752 | $61,844 | $25,576 | $79,988 | $2,986 | $294,930 | $3,633 | $298,563 |
| September 30, 2024 | | | | | | | | | | |
| Beginning assets under management | $31,015 | $15,182 | $24,398 | $13,983 | $18,459 | $58,936 | $3,390 | $165,362 | $3,320 | $168,681 |
| Gross client cash inflows | 975 | 584 | 1,344 | 73 | 578 | 2,143 | 179 | 5,876 | 244 | 6,120 |
| Gross client cash outflows | (2,300) | (1,278) | (1,640) | (486) | (485) | (1,877) | (443) | (8,509) | (249) | (8,756) |
| Net client cash flows | (1,325) | (694) | (296) | (413) | 94 | 265 | (263) | (2,632) | (5) | (2,636) |
| Market appreciation (depreciation) | 2,649 | 1,105 | 973 | 690 | 1,212 | 3,368 | 51 | 10,048 | 27 | 10,076 |
| Realizations and distributions | - | - | - | - | - | - | (2) | (2) | - | (2) |
| Acquired assets / Net transfers | (5) | (2) | 6 | (21) | (13) | (25) | 3 | (57) | 51 | (7) |
| Ending assets under management | $32,333 | $15,591 | $25,081 | $14,239 | $19,752 | $62,544 | $3,178 | $172,720 | $3,393 | $176,113 |
Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
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.
Three months ended June 30, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion.
Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Asset Class
(unaudited; in millions)
| | | | | 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 | AUM |
|---|
| For the Nine Months Ended | By Asset Class |
| September 30, 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 | 2,776 | 1,209 | 12,759 | 4,299 | 6,579 | 13,377 | 694 | 41,694 | 819 | 42,513 |
| Gross client cash outflows | (5,582) | (3,081) | (13,048) | (7,762) | (5,553) | (8,023) | (754) | (43,803) | (1,055) | (44,858) |
| Net client cash flows | (2,806) | (1,872) | (289) | (3,463) | 1,026 | 5,355 | (59) | (2,108) | (236) | (2,345) |
| Market appreciation (depreciation) | 1,747 | 168 | 2,747 | 10,831 | 5,354 | 10,529 | 110 | 31,486 | 103 | 31,589 |
| Realizations and distributions | - | - | - | - | - | - | (24) | (24) | - | (24) |
| Acquired assets / Net transfers | 2,351 | (358) | 53,526 | 41,545 | 3,485 | 8,487 | 9 | 109,045 | 448 | 109,493 |
| Ending assets under management | $31,877 | $12,722 | $80,386 | $63,061 | $28,960 | $86,963 | $3,016 | $306,985 | $3,660 | $310,644 |
| September 30, 2024 | | | | | | | | | | |
| Beginning assets under management | $30,604 | $15,959 | $24,355 | $12,635 | $16,772 | $54,296 | $3,431 | $158,051 | $3,271 | $161,322 |
| Gross client cash inflows | 3,353 | 1,650 | 3,925 | 209 | 2,227 | 6,343 | 935 | 18,642 | 734 | 19,375 |
| Gross client cash outflows | (5,804) | (2,980) | (4,514) | (1,127) | (1,871) | (6,472) | (1,234) | (24,002) | (881) | (24,882) |
| Net client cash flows | (2,451) | (1,330) | (589) | (918) | 356 | (129) | (299) | (5,360) | (147) | (5,508) |
| Market appreciation (depreciation) | 4,196 | 1,014 | 1,265 | 2,595 | 2,713 | 8,390 | 34 | 20,207 | 129 | 20,337 |
| Realizations and distributions | - | - | - | - | - | - | (2) | (2) | - | (2) |
| Acquired assets / Net transfers | (16) | (51) | 50 | (72) | (89) | (13) | 14 | (177) | 139 | (38) |
| Ending assets under management | $32,333 | $15,591 | $25,081 | $14,239 | $19,752 | $62,544 | $3,178 | $172,720 | $3,393 | $176,113 |
Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
Nine months ended September 30, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises.
Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Region
(unaudited; in millions)
| As of September 30, |
|---|
| 2025 | 2024 |
|---|
| (in millions) | Amount | % of total | Amount | % of total |
| U.S. | $258,484 | 83% | $170,258 | 97% |
| Non-U.S. | 52,160 | 17% | 5,855 | 3% |
| Total AUM1&2 | $310,644 | 100% | $176,113 | 100% |
Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
Includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises.
Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Vehicle
(unaudited; in millions)
| | | Separate | |
|---|
| | | Accounts | |
|---|
| Mutual | | and Other | |
|---|
| Funds | ETFs | Vehicles | Total AUM |
|---|
| For the Three Months Ended | By Vehicle |
| September 30, 2025 | | | | |
| Beginning assets under management | $167,973 | $11,975 | $118,615 | $298,563 |
| Gross client cash inflows | 7,088 | 1,573 | 8,635 | 17,296 |
| Gross client cash outflows | (9,081) | (320) | (8,187) | (17,588) |
| Net client cash flows | (1,993) | 1,252 | 449 | (292) |
| Market appreciation (depreciation) | 8,218 | 560 | 5,737 | 14,515 |
| Realizations and distributions | - | - | - | - |
| Acquired assets / Net transfers | (1,276) | - | (866) | (2,141) |
| Ending assets under management | $172,923 | $13,786 | $123,935 | $310,644 |
| March 31, 2024 | | | | |
| Beginning assets under management | $108,392 | $10,253 | $48,823 | $167,468 |
| Gross client cash inflows | 6,935 | 1,568 | 7,227 | 15,731 |
| Gross client cash outflows | (9,716) | (264) | (6,554) | (16,534) |
| Net client cash flows | (2,781) | 1,305 | 672 | (804) |
| Market appreciation (depreciation) | 11,465 | 319 | 8,463 | 20,247 |
| Realizations and distributions | - | - | (3) | (3) |
| Acquired assets / Net transfers | 50,897 | 97 | 60,660 | 111,654 |
| Ending assets under management | $167,973 | $11,975 | $118,615 | $298,563 |
| June 30, 2023 | | | | |
| Beginning assets under management | $112,584 | $5,440 | $50,657 | $168,681 |
| Gross client cash inflows | 3,553 | 992 | 1,575 | 6,120 |
| Gross client cash outflows | (5,526) | (158) | (3,073) | (8,756) |
| Net client cash flows | (1,973) | 834 | (1,498) | (2,636) |
| Market appreciation (depreciation) | 6,443 | 426 | 3,208 | 10,076 |
| Realizations and distributions | - | - | (2) | (2) |
| Acquired assets / Net transfers | (10) | (7) | 10 | (7) |
| Ending assets under management | $117,044 | $6,694 | $52,375 | $176,113 |
Includes institutional and retail share classes, money market and VIP funds.
Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products.
Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles.
Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
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.
Three months ended June 30, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion.
Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Vehicle
(unaudited; in millions)
| | | Separate | |
|---|
| | | Accounts | |
|---|
| Mutual | | and Other | |
|---|
| Funds | ETFs | Vehicles | Total AUM |
|---|
| For the Nine Months Ended | By Vehicle |
| September 30, 2025 | | | | |
| Beginning assets under management | $113,645 | $7,508 | $50,777 | $171,930 |
| Gross client cash inflows | 17,346 | 6,202 | 18,965 | 42,513 |
| Gross client cash outflows | (25,125) | (835) | (18,897) | (44,858) |
| Net client cash flows | (7,779) | 5,367 | 68 | (2,345) |
| Market appreciation (depreciation) | 17,440 | 829 | 13,320 | 31,589 |
| Realizations and distributions | - | - | (24) | (24) |
| Acquired assets / Net transfers | 49,617 | 82 | 59,794 | 109,493 |
| Ending assets under management | $172,923 | $13,786 | $123,935 | $310,644 |
| September 30, 2024 | | | | |
| Beginning assets under management | $108,802 | $4,970 | $47,551 | $161,322 |
| Gross client cash inflows | 11,409 | 1,923 | 6,043 | 19,375 |
| Gross client cash outflows | (16,543) | (785) | (7,555) | (24,882) |
| Net client cash flows | (5,134) | 1,138 | (1,512) | (5,508) |
| Market appreciation (depreciation) | 13,624 | 550 | 6,164 | 20,337 |
| Realizations and distributions | - | - | (2) | (2) |
| Acquired assets / Net transfers | (248) | 36 | 174 | (38) |
| Ending assets under management | $117,044 | $6,694 | $52,375 | $176,113 |
Includes institutional and retail share classes, money market and VIP funds.
Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products.
Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles.
Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
Includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three 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:
Adding back income tax expense;
Adding back interest paid on debt and other financing costs, net of interest income;
Adding back depreciation on property and equipment;
Adding back other business taxes;
Adding back amortization expense on acquisition-related intangible assets;
Adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of equity grants related to the IPO;
Adding back direct incremental costs of acquisitions, including restructuring costs;
Adding back debt issuance 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 stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of any equity grants related to the IPO;
Adding back direct incremental costs of acquisitions, including restructuring costs;
Adding back debt issuance 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.
Contacts
Matthew Dennis, CFA
Chief of Staff
Director, Investor Relations
216-898-2412 mdennis@vcm.com
Media: Jessica Davila Director, Global Communications 210-694-9693 jessica_davila@vcm.com