VCTR 10-K & 10-Q changes, risk factors and insider trading
Victory Capital Holdings, Inc. · Nasdaq · Investment Advice · CIK 1570827 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our certificate of incorporation contains a corporate opportunity waiver that permits certain of our significant stockholders and their affiliates to compete with us and to pursue business opportunities without offering them to us, which may result in conflicts of interest and limit our access to potentially beneficial transactions.”
New heading “Non-U.S. Regulation”
New heading “Regulatory and governmental examinations and/or investigations, litigation and the legal risks associated with our business, could adversely impact our AUM, increase costs and negatively impact our profitability and/or our future financial results.”
New heading “U.S. Department of Labor Reforms”
New heading “Privacy and Data Protection Laws and Regulations”
New heading “SEC Rules on Form PF”
New heading “Sustainability and Climate Disclosure Laws and Regulations”
New heading “Our use of AI technologies may not be successful and may present business, compliance, and reputational risks”
Removed heading “We may support our money market funds to maintain their stable net asset values, or other products we manage, which could affect our revenues or operating results.”
Removed heading “Pandemics have, and will likely continue to have, a negative impact on the global economy and interrupt normal business activity.”
Removed heading “A significant proportion of our existing AUM is managed in long‑only investments.”
Removed heading “Draft Merger Guidelines may impact our Ability to Execute on our Corporate Strategy”
Removed heading “If a relatively large percentage of our Common Stock was concentrated with a small number of shareholders, it could increase the volatility in our stock trading and affect our share price.”
Removed heading “Crestview GP owns a significant amount of our common stock and its interests may conflict with ours or other shareholders’ in the future.”
Removed heading “If securities or industry analysts publish misleading or unfavorable research about our business, our stock price and trading volume could decline.”
Removed heading “The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business.”
Removed heading “U.S. Department of Labor ("DOL") Reforms”
Removed heading “Customer Identification Programs for Registered Investment Advisers and Exempt Reporting Advisers”
Removed heading “Regulation S-P: Privacy of Consumer Financial Information and Safeguarding Customer Information”
Removed heading “Shortening the Securities Transaction Settlement Cycle”
Removed heading “SEC Proposed Enhancements to Custody Rule”
Largest changes
“In addition, we have received and routinely receive and respond to regulatory and governmental requests for documents or other information, subpoenas, examinations and, in some instances, investigations in connection with our business activities. In addition, from time to time we are named as a party in litigation in the ordinary course of business. Claims made against us, including those without merit, may result in reputational harm and responding to such matters is an expensive process. …”see in full comparison
“We operate in a highly regulated industry and accordingly, we face the risk of significant intervention by regulatory authorities, including extended investigation and surveillance activity, adoption of costly or restrictive new regulations and judicial or administrative proceedings that may result in substantial penalties. Among other things, we could be fined, lose our licenses or be prohibited or limited from engaging in some of our business activities or corporate transactions. …”see in full comparison
“Regulatory and governmental examinations and/or investigations, litigation and the legal risks associated with our business, could adversely impact our AUM, increase costs and negatively impact our profitability and/or our future financial results.”see in full comparison
Continued geopolitical uncertainty such as the ongoing conflicts insee in full comparisonUkraineUkraine, Venezuela, andIsraelthe Middle East and tension between (i) the U.S., China, North Korea, Iran and Russia and (ii) China/Taiwan has, and will likely continue to, negatively impact the global economy.
“The introduction of AI technologies, particularly generative and agentic AI, into new or existing offerings may result in new or expanded risks and liabilities, due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, data privacy or security risks, as well as other factors that could adversely affect our business, reputation, and financial results. …”see in full comparison
Continued geopolitical uncertainty such as the ongoing conflicts insee in full comparisonUkraineUkraine, Venezuela andIsraelthe Middle East and tension between (i) the U.S. and China, North Korea, Iran and Russia and (ii) China/Taiwan has created significant volatility, uncertainty and economic disruption. While it has not had a material adverse effect on our business, operations and financial results, the extent to which the geopolitical uncertainty and conflicts impact our business, operations and financial results going forward will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the uncertainty and conflicts; governmental and business actions that have been and continue to be taken in response, and the impact on economic activity.
Full comparison: every changed paragraph (145)
The ongoing conflicts and potential military conflicts in UkraineUkraine, Venezuela, China/Taiwan and/or Israelthe Middle East have, and will likely continue to, negatively impact the global economy.
We may support our money market funds to maintain their stable net asset values, or other products we manage, which could affect our revenues or operating results.
Pandemics have, and will likely continue to have, a negative impact on the global economy and interrupt normal business activity.
New lines of business or new products and services may subject us to reputational harm, additional costs or operating risks.
A significant proportion of our existing AUM is managed in long‑only investments.
Our failure to comply with investment guidelines set by our clients, including the boards of registered and unregistered funds, and limitations imposed by applicable law, could result in damage awards against us and a loss of AUM, either of which could adversely affect our results of operations or financial condition.
Draft Merger Guidelines which is the framework that the Department of Justice and Federal Trade Commission utilize when reviewing mergers and acquisitions may impact our ability to execute on our corporate strategy.
Capital Structure and Public Company Risks
If a relatively large percentage of our common stock is concentrated with a small number of shareholders, it could increase the volatility in our stock trading and affect our share price.
If securities or industry analysts publish misleading or unfavorable research about our business, our stock price and trading volume could decline.
The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business.
Future offerings of debt or equity securities may dilute or rank senior to our common stock.
Our certificate of incorporation contains a corporate opportunity waiver that permits certain of our significant stockholders and their affiliates to compete with us and to pursue business opportunities without offering them to us, which may result in conflicts of interest and limit our access to potentially beneficial transactions.
As an investment management firm and brokerage firm, we are subject to extensive U.S. and non-U.S. regulation.
Regulatory and governmental examinations and/or investigations, litigation and the legal risks associated with our business, could adversely impact our AUM, increase costs and negatively impact our profitability and/or our future financial results.
Recent trends in the investment management industry could reduce our AUM, revenues and net income.income, such as increased demand for passive management, low fee products or alternative asset classes.
The investment management industry is intensely competitive.competitive and is consolidating.
Our use of Artificial Intelligence technologies may not be successful and may present business, compliance and reputational risks.
The performance of our investment strategies is critical to our business, and any real or perceived negative absolute or relative performance could negatively impact the maintenance and growth of AUM. Net flows related to our strategies can be affected by investment performance relative to other competing strategies or to established benchmarks. Our investment strategies are rated, ranked, recommended or assessed by independent third parties, distribution partners, and industry periodicals and services. These assessments may influence the investment decisions of our clients. If the performance or assessment of our strategies is seen as underperforming relative to peers, it could result in an increase in the withdrawal of assets by existing clients and the inability to attract additional commitments from existing and new clients. In addition, certain of our strategies have or may have capacity constraints, as there is a limit to the number of securities or size of market available for the strategy to operate effectively. In those instances, we may choose to limit access to those strategies to new or existing investors, such as we have done for two mutual funds managed by the Sycamore Capital Franchise which had an aggregate of $24.9$20.6 billion in AUM as of December 31, 2024.2025.
General domestic and global economic and political conditions can influence AUM. Changes in interest rates, the availability and cost of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, tariffs, commodity prices, currency exchange rates and controls and national and international political circumstances such as the increased tension between the U.S. and China (including wars (such as the military conflict between Russia and Ukraine and the conflict in Israelthe Middle East, military conflicts and potential conflicts in Venezuela and China/Taiwan), pandemics, terrorist acts and security operations) and other conditions may impact the equity and credit markets, which may influence our AUM. If the security markets decline or experience volatility, our AUM and our revenues could be negatively impacted. In addition, diminishing investor confidence in the markets and/or adverse market conditions could result in a decrease in investor risk tolerance. Such a decrease could prompt investors to reduce their rate of commitment or to fully withdraw from markets, which could lower our overall AUM.
Continued geopolitical uncertainty such as the ongoing conflicts in UkraineUkraine, Venezuela, and Israelthe Middle East and tension between (i) the U.S., China, North Korea, Iran and Russia and (ii) China/Taiwan has, and will likely continue to, negatively impact the global economy.
Continued geopolitical uncertainty such as the ongoing conflicts in UkraineUkraine, Venezuela and Israelthe Middle East and tension between (i) the U.S. and China, North Korea, Iran and Russia and (ii) China/Taiwan has created significant volatility, uncertainty and economic disruption. While it has not had a material adverse effect on our business, operations and financial results, the extent to which the geopolitical uncertainty and conflicts impact our business, operations and financial results going forward will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the uncertainty and conflicts; governmental and business actions that have been and continue to be taken in response, and the impact on economic activity.
the duration and scope of the uncertainty and conflicts; governmental and business actions that have been and continue to be taken in response, and the impact on economic activity.
In addition to having an office Singapore anda UK subsidiary, we provide investment management services in a number of jurisdictions outside of the United States. Our international operations require us to comply with the legal and regulatory requirements of various foreign jurisdictions and expose us to political environments and risks that can compare less favorably than those in the United States.
the Morningstar and Lipper ratings and rankings of mutual fundsfunds, ETFs and ETFsUCITS we manage may decline, which may adversely affect the ability of those funds to attract new or retain existing assets; and third‑party financial intermediaries, advisors or consultants may remove our investment products from recommended lists due to poor performance or for other reasons, which may lead our existing clients to redeem their assets from our strategies or reduce asset inflows from these third parties or their clients.
We may support our money market funds to maintain their stable net asset values, or other products we manage, which could affect our revenues or operating results.
Approximately 2% of our AUM as of December 31, 2024, consisted of assets in money market funds. Money market funds seek to preserve a stable net asset value. Market conditions could lead to severe liquidity or security pricing issues, which could impact the NAV of money market funds. If the NAV of a money market fund managed by our asset managers were to fall below its stable net asset value, we would likely experience significant redemptions in AUM and reputational harm, which could have a material adverse effect on our revenues or net income. If a money market fund's stable NAV comes under pressure, we may elect, to provide credit, liquidity, or other support to the fund. We may also elect to provide similar or other support, including by providing liquidity to a fund, to other products we manage for any number of reasons. If we elect to provide support, we could incur losses from the support we provide and incur additional costs, including financing costs, in connection with the support. These losses and additional costs could be material and could adversely affect our earnings. In addition, certain proposed regulatory reforms could adversely impact the operating results of our money market funds.
Pandemics have, and will likely continue to have, a negative impact on the global economy and interrupt normal business activity.
The extent to which pandemics impact our business, operations and financial results will depend on numerous factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response; and the effect on our ability to sell and provide our services.
Any of our investment or management professionals may resign at any time, join our competitors or form a competing company. Although many of our portfolio managers and each of our named executive officers are subject to post‑employment non‑compete obligations, these non‑competition provisions may not be enforceable or may not be enforceable to their full extent. In addition, we may agree to waive non‑competition provisions or other restrictive covenants applicable to former investment or management professionals in light of the circumstances surrounding their relationship with us. Although we may pursue legal actions for alleged breaches of non-compete or other restrictive covenants, such legal actions may not be effective in preventing such breaches. In addition, the Federal Trade Commission (FTC) proposed a rule in April 2024 that would prevent employers from entering into non-competes with employees and require employers to rescind existing non-competes. The FTC's rule has been the subject of legal challenges and certain courts have issued nationwide injunctions preventing enforcement of the rule. The FTC is appealing these decisions so enforceability of non-compete agreements continues to remail uncertain. Furthermore, certain states like California, Minnesota, North Dakota and Oklahoma have implementedrequired comparableemployers to rescind or more stringent regulations, while California has broadenedlimit the scopeenforceability of its longstanding restrictions on non-competes. If this rule goes into effect, more states adopt similar rules. We do not generally carry “key man” insurance that would provide us with proceeds in the event of the death or disability of any of the key members of our investment or management teams.
Our total client assets hashave increased from $17.9 billion following our 2013 management‑led buyout with Crestview GP from KeyCorp to $176.1$316.6 billion as of December 31, 2024,2025, primarily as a result of acquisitions. The absolute measure of our AUM represents a significant rate of growth that may be difficult to sustain. The continued long‑term growth of our business will depend on, among other things, successfully making new acquisitions, achieving our synergies, retaining key investment professionals, maintaining existing strategies and selectively developing new, value‑added strategies. There is no certainty that we will be able to identify suitable candidates for acquisition at prices and terms we consider attractive, consummate any such acquisition on acceptable terms, have sufficient resources to complete an identified acquisition or that our strategy for pursuing acquisitions will be effective. In addition, any acquisition can involve a number of risks, including the existence of known, unknown or contingent liabilities. An acquisition may impose additional demands on our staff that could strain our operational resources and require expenditure of substantial legal, investment banking and accounting fees. We may be required to issue additional shares of common stock or spend significant cash to consummate an acquisition, resulting in dilution of ownership or additional debt leverage, or spend additional time and money on facilitating the acquisition that otherwise would be spent on the development and expansion of our existing business.
A significant proportion of our existing AUM is managed in long‑only investments.
As of December 31, 2024, approximately 82% of our AUM was invested in U.S. and international equity. Under market conditions in which there is a general decline in the value of equity securities, the AUM in each of our equity strategies is likely to decline. Unlike some of our competitors, we do not currently offer strategies that invest in privately held companies or take short positions in equity securities, which could offset some of the poor performance of our long‑only equity strategies under such market conditions. Even if our investment performance remains strong during such market conditions relative to other long‑only equity strategies, investors may choose to withdraw assets from our management or allocate a larger portion of their assets to non‑long‑only or non‑equity strategies. In addition, the prices of equity securities may fluctuate more widely than the prices of other types of securities, making the level of our AUM and related revenues more volatile.
As of December 31, 2024, of the 82% of our AUM invested in U.S. and international equity approximately 26% of the AUM was concentrated in U.S. small‑ and mid‑cap equities. As a result, a substantial portion of our operating results depends upon the performance of those investments, and our ability to retain client assets in those investments. If a significant portion of the investors in such investments decided to withdraw their assets or terminate their investment advisory agreements for any reason, including poor investment performance or adverse market conditions, our revenues from those investments would decline, which would have a material adverse effect on our earnings and financial condition.
As of December 31, 2024, approximately 17% of our total AUM was invested in U.S. taxable and tax-exempt fixed-income and money market securities. While fixed-income is typically considered less volatile than the equity markets, it does exhibit different types of risks such as interest rate risk, credit risk, and over-the-counter liquidity risk. Also, retention of fixed income AUM depends upon the performance of those investments, and our ability to retain client assets in those investments. If a significant portion of the investors in such investments decided to withdraw their assets or terminate their investment advisory agreements for any reason, including poor investment performance or adverse market conditions, our revenues from those investments would decline, which would have a material adverse effect on our earnings and financial condition. Money market securities are about 2% of total AUM and are considered a low risk asset category.
In addition, we have historically derived substantially all of our revenue from clients in the United States. If economic conditions weaken or slow, particularly in the United States, this could have a substantial adverse impact on our results of operations.
New lines of business or new products and services may subject us to reputational harm, additional risk.costs or operational risks.
Our financial performance depends, in part on our ability to react to changes in the asset management industry, respond to evolving client demands, and manage new investment products and services. From time to time, we may implement new lines of business or offer new products and services within existing lines of business.services. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed.developed or clients demand the creation of increasingly customizable products. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources and price and profitability targets may not prove feasible. External factors, such as competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business and/or a new product or service. Furthermore, strategic planning remains important as we adopt innovative products, services, and processes in response to the evolving demands for financial services and the entrance of new competitors. Any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls, so we must responsibly innovate in a manner that is consistent with sound risk management and is aligned with the overall business strategies. Failure to successfully manage these risks in the development and implementation of new lines of business and/or new products or services could have a material adverse effect on our reputation, business, results of operations and financial condition.
Our failure to comply with investment guidelines set by our clients, including the boards of registered and unregistered funds, and limitations imposed by applicable law, could result in damage awards against us and a loss of AUM, either of which could adversely affect our results of operations or financial condition.
When clients retain us to manage assets on their behalf, they generally specify certain guidelines regarding investment allocation and strategy that we are required to follow in managing their assets. The boards of registered and unregistered funds we manage generally establish similar guidelines regarding the investment of assets in those funds. We are also required to invest the registered funds’ assets in accordance with limitations under the 1940 Act and applicable provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. Other clients, such as plans subject to the Employee Retirement Income Security Act of 1974, as amended, or ERISA, or non‑U.S. funds and pooled investment vehicles, require us to invest their assets in accordance with applicable law. Our failure to comply with any of these guidelines and other limitations could result in losses to clients or investors in a fund which, depending on the circumstances, could result in our obligation to make clients or fund investors whole for such losses. If we believed that the circumstances did not justify a reimbursement, or clients and investors believed the reimbursement we offered was insufficient, they could seek to recover damages from us or could withdraw assets from our management or terminate their investment advisory agreement with us. Any of these events could harm our reputation and materially adversely affect our business.
We provide a broad range of administrative services to the Victory Funds and VictoryShares, including providing personnel to the Victory Funds and VictoryShares to serve as directors and officers, the preparation or supervision of the preparation of the Victory Funds' and VictoryShares’ regulatory filings, maintenance of board calendars and preparation or supervision of the preparation of board meeting materials, management of compliance and regulatory matters, provision of shareholder services and communications, accounting services, including the supervision of the activities of the Victory Funds’ and VictoryShares’ accounting services provider in the calculation of the funds’ net asset values, supervision of the preparation of the Victory Funds’ and VictoryShares’ financial statements and coordination of the audits of those financial statements, tax services, including calculation of dividend and distribution amounts and supervision of tax return preparation, supervision of the work of the Victory Funds’ and VictoryShares’ other service providers, VCTA acting as transfer agent to the Victory Funds III and VCS acting as a distributor for the Victory Funds.Funds and VictoryShares. If we make a mistake in the provision of those services, the Victory Funds or VictoryShares could incur costs for which we might be liable. In addition, if it were determined that the Victory Funds or VictoryShares failed to comply with applicable regulatory requirements as a result of action or failure to act by our employees, we could be responsible for losses suffered or penalties imposed. In addition, we could have penalties imposed on us, be required to pay fines or be subject to private litigation, any of which could decrease our future income or negatively affect our current business or our future growth prospects. Although less extensive than the range of services we provide to the Victory Funds and VictoryShares, we also provide a limited range of services, in addition to investment management services, to sub‑advised mutual funds.
Draft Merger Guidelines may impact our Ability to Execute on our Corporate Strategy
On July 19, 2023, the Department of Justice (“DoJ”) and the Federal Trade Commission (“FTC”) jointly released the 2023 Draft Merger Guidelines which describe factors and frameworks the agencies utilize when reviewing mergers and acquisitions. The Draft Merger Guidelines provide that, under a variety of circumstances, the DoJ and FTC may challenge transactions that may not have been challenged under the current guidelines and this could have a material impact on our ability to execute on our corporate strategy. On October 10, 2024, the Federal Trade Commission (FTC) unanimously approved changes to the premerger filings required under the Hart-Scott-Rodino (HSR) Act. HSR filings will need to comply with the new rules beginning in mid- to late January 2025. The changes will require a dramatic increase in the information and documents to be submitted with most HSR filings, leading to a corresponding increase in the time, burden and expense of preparing these filings and may have an impact on transaction timelines.
As of December 31, 2024,2025, we had approximately $972$983 million of outstanding debt that consisted of (i) an existing term loan balance of $625 million and (ii) incremental term loans in an aggregate principal amount of $347 million.debt. In addition, we maintain a $100 million revolving credit facility, though no amounts were outstanding as of December 31, 2024.2025.
2021 Debt Refinancing
On February 18, 2021, we entered into the Second Amendment (the “Second Amendment”) to the 2019 Credit Agreement (as amended by the First Amendment to the Credit Agreement dated as of January 17, 2020, the “2020 Term Loans”) with the other loan parties thereto, Barclays Bank PLC, as administrative agent and collateral agent, the Royal Bank of Canada as fronting bank, and the lenders party thereto from time to time. Pursuant to the Second Amendment, the Company refinanced the 2020 Term Loans with replacement term loans in an aggregate principal amount of $755.7 million (the “Repriced Term Loans”). The Repriced Term Loans provide for substantially the same terms as the Existing Term Loans, including the same maturity date of July 1, 2026, except that the Repriced Term Loans provide for a reduced applicable margin on LIBOR of 25 basis points. The applicable margin on LIBOR under the Repriced Term Loans is 2.25%, compared to 2.50% under the Existing Term Loans.
2021 Incremental Term Loans
On December 31, 2021, we entered into the Third Amendment (the “Third Amendment”) to the 2019 Credit Agreement with the guarantors party thereto, Barclays Bank PLC, as administrative agent, and the lenders party thereto from time to time. Pursuant to the Third Amendment, the Company obtained incremental term loans (the “2021 Incremental Term Loans”) in an aggregate principal amount of $505.0 million and used the proceeds to fund the acquisition of 100% of the equity interest of WestEnd Advisors, LLC and to pay fees and expenses incurred in connection therewith. The 2021 Incremental Term Loans will mature in December 2028 and will bear interest at an annual rate equal to, at the option of the Company, either LIBOR (adjusted for reserves and subject to a 50 basis point floor) plus a margin of 2.25% or an alternate base rate plus a margin of 1.25%.
2022 LIBOR to Term SOFR Rate Transition
On September 23, 2022, the Company entered into the Fourth Amendment (the “Fourth Amendment”) to the 2019 Credit Agreement to change the interest rate on its debt from LIBOR to a rate based on the secured overnight financing rate (“SOFR”) plus a ten-basis point credit spread adjustment. There was no change to the applicable margin on the referenced rate as a result of the Fourth Amendment.
The LIBOR rate loans outstanding as of the Fourth Amendment’s effective date continued as LIBOR rate loans until the end of their current interest periods. The 2021 Incremental Term Loans converted into Term SOFR loans on September 30, 2022, while the Repriced Term Loans converted into Term SOFR loans on October 6, 2022. Also on October 6, 2022, the interest periods for the Repriced Term Loans and 2021 Incremental Term Loans were aligned and the three-month Term SOFR rate was elected for all the Company’s term loans.
Fifth Amendment
On June 7, 2024, the Company entered into the Fifth Amendment to the 2019 Credit Agreement, extending the maturity date of the $100.0 million senior secured first lien revolving facility from July 1, 2024 to March 31, 2026, and decreasing the drawn interest rate margin by 0.50% per annum. The revolving facility otherwise remains subject to substantially the same terms as those set forth in the 2019 Credit Agreement.
On July 1, 2024, the Company executed an agency succession agreement, by and among Barclays Bank PLC as the resigning administrative agent and collateral agent under the 2019 Credit Agreement and Royal Bank of Canada, as the successor administrative agent and collateral agent.
Capital Structure and Public Company Risks
If a relatively large percentage of our Common Stock was concentrated with a small number of shareholders, it could increase the volatility in our stock trading and affect our share price.
If a large percentage of our common stock was held by a limited number of shareholders, our larger shareholders could decide to liquidate their positions, which could cause significant fluctuation in the share price of our common stock. Public companies with a relatively concentrated level of institutional shareholders, often have difficulty generating trading volume in their stock, which may increase the volatility in the price of the common stock.
Crestview GP owns a significant amount of our common stock and its interests may conflict with ours or other shareholders’ in the future.
Crestview GP does not hold any of our common stock, but beneficially owns 12.0% of our common stock as of December 31, 2024. As a result, Crestview GP has the ability to elect members of our board of directors and thereby significantly influence our policies and operations, including the appointment of management, future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, the incurrence of debt by us, amendments to our amended and restated certificate of incorporation and amended and restated bylaws, and the entering into of extraordinary transactions. Crestview GP may also be able to significantly influence all matters requiring shareholder approval including without limitation a change in control of us or a change in the composition of our board of directors and or precluding any acquisition of us. This significant voting control could deprive other shareholders of an opportunity to receive a premium for shares of their common stock as part of a sale of us and ultimately might affect the market price of our common stock. Further, the interests of Crestview GP may not in all cases be aligned with other shareholders’ interests.
In addition, Crestview GP may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to other shareholders. For example, Crestview GP could influence us to make acquisitions that increase our indebtedness or sell revenue‑generating assets. Crestview GP is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Our amended and restated certificate of incorporation provides that none of Crestview GP or any of their respective affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. Crestview GP may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us, which could have an adverse effect on our growth prospects.
Management's Discussion & Analysis (MD&A)
Removed heading “Investment Management Fees”
Removed heading “Fund Administration and Distribution Fees”
Removed heading “Personnel Compensation and Benefits”
Removed heading “Distribution and Other Asset‑based Expenses”
Removed heading “General and Administrative Expenses”
Removed heading “Depreciation and Amortization”
Removed heading “Change in Value of Consideration Payable for Acquisition of Business”
Removed heading “Acquisition‑Related Costs”
Removed heading “Restructuring and Integration Costs”
Removed heading “Interest Income and Other Income (Expense)”
Removed heading “Interest Expense and Other Financing Costs”
Removed heading “Loss on Debt Extinguishment”
Removed heading “Income Tax Expense”
Removed heading “First Amendment”
Removed heading “Second Amendment”
Removed heading “Third Amendment”
Removed heading “Fourth Amendment”
Removed heading “2020 Swap Transaction”
Largest changes
“Goodwill - Goodwill represents the excess cost of the acquisition over the fair value of net assets acquired in a business combination. Goodwill impairment testing is performed at least annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For goodwill impairment testing purposes, the Company has determined that there is one reporting unit. The Company conducted its annual impairment assessment as of October 1, 2025, and no impairment was identified. …”see in full comparison
“Change in Value of Consideration Payable for Acquisition of Business”see in full comparison
“The 2019 Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness, create liens, merge or dissolve, make investments, dispose of assets, engage in sale and leaseback transactions, make distributions and dividends and prepayments of junior indebtedness, engage in transactions with affiliates, enter into restrictive agreements, amend documentation governing junior indebtedness, modify its fiscal year and modify its organizational documents, subject …”see in full comparison
“Indefinite-lived intangible assets - Indefinite‑lived intangible assets include trade names and contracts for fund advisory, distribution and transfer agent services. The Company conducted its annual impairment assessment as of October 1, 2025 using a qualitative approach, which required weighing positive and negative evidence across various factors to determine whether it is more likely than not that the asset is impaired, and no impairment was identified. Additionally, management periodically reassesses whether events or circumstances continue to support an indefinite useful life. …”see in full comparison
“Definite-lived intangible assets - Definite-lived intangible assets include customer relationships, fund advisory contracts and trade names that are expected to contribute to the future cash flows of the Company for a specified period of time. Definite-lived intangible assets are amortized on a straight-line basis over their remaining expected useful lives. Management periodically evaluates the remaining useful lives and carrying value of the intangible assets to determine whether events and circumstances indicate that a change in the useful life or impairment in value may have occurred. …”see in full comparison
Full comparison: every changed paragraph (157)
The objective of this section of the Annual Report on Form 10-K is to provide a discussion and analysis, from management’s perspective, of the key performance indicators and material information necessary to assess our financial condition, results of operations, liquidity and cash flows for the year ended December 31, 2024.2025. InThe addition,following we also discuss the Company’s contractual obligations and off-balance sheet arrangements. This Management’s Discussion and Analysis of Financial Condition and Results of Operationsdiscussion should be read in conjunction with ourthe consolidated financial statements and related notes theretothat included elsewhereappear in thisPart report.II In– additionItem to8. historicalFinancial information, this discussionStatements and analysisSupplementary contains forward‑looking statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from management’s expectations. Please refer to the sectionsData of this reportAnnual entitledReport “Forward‑Lookingon Statements”Form and “Risk Factors.”10-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our financial condition and results of operations as of and for the years ended December 31, 2025 and 2024. A discussion related to our financial condition and results of operations for 2024 as compared to 2023 can be found in Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.
In addition to historical information, this discussion and analysis contain forward‑looking statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from management’s expectations. Please refer to the sections of this report entitled “Forward‑Looking Statements” and “Risk Factors.”
VictoryThe CapitalCompany provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors with 11multiple autonomous Investment Franchises and a Solutions Platform. Victory Capital offers a wide array of investment products, including actively and passively managed mutual funds, rules-based and active exchange traded funds (“ETFs”), institutional separate accounts, variable insurance products (“VIPs”), alternative investments, private closed end funds, and a 529 Education Savings Plan. Victory Capital’s strategies are also offered through third-party investment products, including mutual funds, third-party ETF model strategies, retail separately managed accounts (“SMAs”) and unified managed accounts (“UMAs”) through wrap account programs, Collective Investment Trusts (“CITs”), and undertakings for the collective investment in transferable securities (“UCITS”). As of December 31, 2024,2025, our Franchises and our Solutions Platform collectively managed a diversified set of 124187 investment strategies for a wide range of institutional and retail clients and direct investors.
We have grown our total client assets from $17.9 billion following the management-led buyout with Crestview GP in August 2013 to $176.1$316.6 billion at December 31, 2024.2025. We attribute this growth to our success in sourcing acquisitions and evolving them into organic growers, generating strong investment returns, and developing institutional, retail, international, and direct investor channels with deep penetration.
Pioneer Investments - On April 1, 2025, the Company completed the transactions contemplated by the Contribution Agreement to combine Amundi’s U.S. business into the Company and reintroduced the brand Pioneer Investments for the acquired business and investment products. The addition of Pioneer Investments as the Company's largest Investment Franchise meaningfully enhances the Company's scale, expands its global client base and further diversifies its investment capabilities. The sequential results reflect Pioneer Investments as of April 1, 2025, which significantly impacted our financial results for the year ended December 31, 2025 when compared to the comparable periods. Refer to Notes 1 and 4 of the consolidated financial statements for further details related to the acquisition.
WestEnd Acquisition (the “WestEnd Acquisition”) – On December 31, 2021, the Company completed the acquisition of 100% of the equity interests of WestEnd Advisors, LLC ("WestEnd") pursuant to the WestEnd purchase agreement (as amended, the “WestEnd Purchase Agreement”). Founded in 2004, and headquartered in Charlotte, NC, WestEnd is an ETF strategist advisor that provides financial advisors with a turnkey, core model allocation strategy for either a holistic solution or complementary source of alpha. The firm offers four primary ETF strategies and one large cap core strategy, all in tax efficient SMA structures. Refer to Note 4, Acquisitions, for further details on the WestEnd Acquisition.
NEC Acquisition (the “NEC Acquisition”) – On November 1, 2021, the Company completed the acquisition of 100% of the equity interests in New Energy Capital ("NEC"). Founded in 2004 and based in Hanover, NH, NEC is an alternative asset management firm focused on debt and equity investments in clean energy infrastructure projects and companies. Refer to Note 4, Acquisitions, for further details on the NEC Acquisition.
USAA AMCO Acquisition – On July 1, 2019, the Company completed the acquisition (the “USAA AMCO Acquisition”) of USAA Asset Management and Victory Capital Transfer Agency ("VCTA"), formally known as the USAA Transfer Agency Company. The acquisition expanded and diversified the Company’s investment platform and increased the Company’s size and scale. Refer to Note 4, Acquisitions, for further details on the USAA AMCO Acquisition.
AUM at December 31, 2025 and 2024 was $313.8 billion and $171.9 billion, respectively. We generated $60.0 billion in gross flows and $4.5 billion in net outflows for the year ended December 31, 2025 compared to $26.2 billion in gross flows and $7.4 billion in net outflows for the same period in 2024. Net flows for the year ended December 31, 2025 were comprised of $4.2 billion and $0.3 billion of net long-term and short-term outflows, respectively.
AUM at December 31, 2024 increased by $10.6 billion, or approximately 6.6%, to $171.9 billion from $161.3 billion at December 31, 2023, primarily driven by positive market action of $18.1 billion. Long-term gross inflows were $25.3 billion and $22.7 billion for the years ended December 31, 2024 and 2023, respectively. Long-term net outflows were $7.1 billion and $5.6 billion for the years ended December 31, 2024 and 2023, respectively. We generated $26.2 billion in gross flows and $7.4 billion in net outflows ($7.1 billion long-term, $0.3 billion short-term) for the year ended December 31, 2024, compared to $23.5 billion in gross flows and $6.0 billion in net outflows ($5.6 billion long-term, $0.4 billion short-term) for the same period in 2023.
Within the following tables and disclosures, AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. Prior-period AUM figures have been adjusted accordingly.
4554 of our total Victory Capital mutual funds and ETFs had overall Morningstar ratings of four or five stars and 66%65% of our fund and ETF AUM were rated four or five stars overall by Morningstar. 47%63% of our strategies by AUM had investment returns in excess of their respective benchmarks over a one-year period, 59%63% over a three-year period, 73%68% over a five-year period and 79%78% over a ten-year period. On an equal-weighted basis, 53%60% of our strategies have outperformed their respective benchmarks over a one-year period, 58%62% over a three-year period, 58%69% over a five-year period and 65%68% over a ten-year period.
Total revenue for the year ended December 31, 20242025 was $893.5$1.3 millionbillion compared to $821.0$893.5 million for the year ended December 31, 2023.2024.
Adjusted EBITDA and Adjusted EBITDA margin waswere $682.9 million and 52.3%, respectively, for the year ended December 31, 2025 compared to $475.6 million and 53.2%, respectively, for the year ended December 31, 2024 compared to $418.0 million and 50.9%, respectively, for the year ended December 31, 2023.2024. Refer to “Supplemental Non‑GAAP Financial Information” for more information about how we calculate Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA.
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.
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.
Our profitability is largely affected by the level and composition of our AUM (including asset class and distribution channel) and the effective fee rates on our products. The amount and composition of our AUM are, and will continue to be, influenced by a number of factors, including; (i) investment performance, including fluctuations in the financial markets and the quality of our investment decisions; (ii) client flows into and out of our various strategies and investment vehicles; (iii) industry trends toward products or strategies that we either do or do not offer; (iv) our ability to attract and retain high quality investment, distribution, marketing and management personnel; (v) our decision to close strategies or limit growth of assets in a strategy when we believe it is in the best interest of our clients or conversely to re‑open strategies in part or entirely; and (vi) general investor sentiment and confidence. Our goal is to establish and maintain a client base that is diversified by Franchise and Solutions Platform, asset class, distribution channelchannel, vehicle and vehicle.geography.
Includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of four Investment Franchises.
Includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of four Investment Franchises.
Reflects the divested assets associated with the INCORE transaction.
(3) December 31, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of four Investment Franchises.
Total AUM by Region – the following table presents our total AUM by region as of the dates indicated:
(1) Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
(2) December 31, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of four Investment Franchises.
(4)
Includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of four Investment Franchises.
Reflects divested assets associated with the INCORE transaction.
December 31, 2024 AUM – Our total AUM at December 31, 20242025 increased by $10.6$141.8 billion, or 6.6%,82.5%, to $171.9$313.8 billion from $161.3$171.9 billion at December 31, 2023,2024. The increase was primarily drivendue byto AUM acquired from Amundi US totaling $114.6 billion and positive market movementaction of $18.1$37.7 billion,billion partially offset by net outflows of $7.4$4.5 billion.
Net outflows were driven by $3.2$4.5 billion in our U.S. mid cap equity strategies, $2.2$3.5 billion in our U.S. small cap equity strategies, $1.3$4.5 billion in our U.S. large cap equity strategies, $1.0$0.5 billion in fixed income strategies, $0.5 billion in our alternative investment strategies and $0.3 billion in money market and short-term strategies, partially offset by $0.9$1.3 billion in net inflows into our global/non-U.S. equity strategies and $0.1$7.5 billion in our Solutions Platform.
December 31, 2023 AUM – Our total AUM at December 31, 2023 increased by $13.5 billion, or 9.2%, to $161.3 billion from $147.8 billion at December 31, 2022, primarily driven by positive market movement of $21.2 billion, partially offset by net outflows of $6.0 billion.
Net outflows were driven by $2.1 billion in fixed income strategies, $1.1 billion in our U.S. small cap equity strategies, $1.0 billion in our U.S. large cap equity strategies, $0.8 billion in our Solutions Platform, $0.4 billion in our U.S. mid cap equity strategies, $0.4 billion in our alternative investment strategies and $0.4 billion in money market and short-term strategies, partially offset by $0.3 billion in net inflows into our global/non-U.S. equity strategies.
December 31, 2022 AUM – Our total AUM at December 31, 2022 decreased by $29.9 billion, or 16.9%, to $147.8 billion from $177.7 billion at December 31, 2021, primarily driven by negative market movement and net outflows of $25.8 billion and $2.7 billion, respectively.
Net outflows were driven by $4.0 billion in fixed income strategies, $2.1 billion our U.S. small cap equity strategies, $1.1 billion in our U.S. large cap equity strategies, and $0.2 billion in money market and short-term strategies, partially offset by $2.0 billion in net inflows into our Solutions Platform, $1.7 billion into our alternative investment strategies, and $1.0 billion into our global/non-U.S. equity strategies.
The following table presents our GAAP results of operations for the years ended December 31, 2025 and 2024:
Investment management fees increased $340.9 million, or 48.4%, to $1.0 billion in 2025 from $704.6 million in 2024 due to an increase in average AUM. Average AUM was $268.8 billion in 2025 compared to $169.7 billion in 2024.
Fund administration and distribution fees increased $71.8 million, or 38.0%, to $260.7 million in 2025 compared to $188.9 million in 2024. The increase is due primarily to higher mutual fund average net assets.
The Company has contractual arrangements with a third party to provide certain sub-administration services. We are the primary obligor under the contracts with the Victory Funds and VictoryShares and have the ability to select the service provider and establish pricing. As a result, fund administration fees and sub-administration expenses are recorded on a gross basis. VCS has contractual arrangements with third parties to provide certain distribution services. VCS is the primary obligor under the contracts with the Victory Funds and has the ability to select the service provider and establish pricing. Substantially all of VCS’s revenue is recorded gross of payments made to third parties.
Fund transfer agent fees are earned for providing mutual fund shareholder services. Transfer agent fees fluctuate based on the level of average AUM and the number of accounts in the Victory Funds III.
The Company has contractual arrangements with a third party to provide certain sub-transfer agent services. We are the primary obligor under the transfer agency contracts with the Victory Funds III and have the ability to select the service provider and establish pricing. As a result, fund transfer agent fees and sub-transfer agent expenses are recorded on a gross basis.
The following table presents the components of GAAP compensation expense for the years ended December 31, 2025 and 2024:
Personnel compensation and benefits were $363.0 million in 2025, an increase of $145.8 million, or 67.1%, from $217.2 million in 2024 mostly attributable to increases in salaries, payroll related taxes and employee benefits, incentive compensation expense and acquisition and transaction-related compensation of $47.6 million, $37.4 million, and $41.2 million, respectively.
The following table presents the components of distribution and other asset‑based expenses for the years ended December 31, 2025 and 2024:
Distribution and other asset‑based expenses are primarily based on AUM. Distribution and other asset-based expenses increased $85.5 million, or 58.4%, to $232.0 million in 2025 compared to $146.5 million in 2024, primarily due to an increase in broker dealer and platform distribution fees over the comparable period.
VCM acts as the administrator to the Victory Funds and VictoryShares. VCM has hired a sub‑administrator, the fees for which are captured in sub‑administration expense. As administrator, VCM supervises the operations of the Victory Funds and VictoryShares, including the services provided by the sub‑administrators. The sub‑administrators are paid through a contractual arrangement based on a percentage of the average fund AUM.
VCTA acts as the transfer agent to the Victory Funds III. VCTA has hired a sub-transfer agent, the fees for which are captured in sub-administration expense. As transfer agent, VCTA oversees the services provided by the sub-transfer agent. The sub-transfer agent is paid through a contractual arrangement based on a percentage of average fund AUM.
VCM, as the investment adviser for the Victory Funds, has hired unaffiliated sub‑advisers to manage funds for which we do not have in‑house capabilities. The fees paid to the sub‑advisers are contractual based on a percentage of assets that they manage or based upon a percentage of revenue.
We have outsourced middle‑office operations to achieve a scalable operational infrastructure that utilizes a variable‑cost model. We have selected to partner with top‑tier vendors who perform trade operations, portfolio accounting and performance measurement with oversight from our operations team. The fees paid to these vendors are variable and structured based on the number of accounts, assets and specific services performed.
General and administrative expenses were $83.3 million in 2025 compared to $56.7 million in 2024, an increase of $26.6 million, or 47.0%. The increase is primarily due to an increase facilities and data services and technology related expenses.
Depreciation and amortization increased by $42.7 million, or 141.4%, to $72.9 million in 2025, from $30.2 million in 2024, due to the amortization of definite-lived intangible assets associated with the Amundi US acquisition in 2025.
Change in Value of Consideration Payable for Acquisition of Business – The change in value of consideration payable for acquisition of business increased $8.7 million due the change in the fair value of the contingent consideration associated with the WestEnd Acquisition increasing $11.4 million for the year ending December 31, 2025 compared to $2.7 million in 2024. Refer to Note 5, Fair Value Measurements, for further details on the fair value of contingent consideration payable.
Restructuring and Integration Costs – Restructuring and integration costs include costs incurred in connection with business combinations, including the change in the fair value of contingent acquisition payments, asset purchases and changes in business strategy. These include severance expenses related to one‑time benefit arrangements, contract termination and other costs to integrate investment platforms, products and personnel into existing systems, processes and service provider arrangements and restructuring the business to capture operating expense synergies.
Other non‑operating items of income and expense consist of: (i) interest income and other income (expense); (ii) interest expense and other financing costs; (iii) loss on debt extinguishment; and (iv) income tax expense.
Interest Income and Other Income (Expense) – Interest income and other income (expense) consists primarily of interest income, gains (losses) on investments and dividend income on investments.
Interest Expense and Other Financing Costs – Interest expense and other financing costs consists primarily of interest expense attributable to long‑term debt. Refer to “Liquidity and Capital Resources” for more information.
Loss on Debt Extinguishment – Loss on debt extinguishment consists of the write-off of unamortized debt issuance costs and unamortized debt discount as a result of debt refinancing, the acceleration of the paydown of debt principal and debt repurchased and retired in open market transactions.
Income Tax Expense – The provision for income taxes includes U.S. federal, state and local taxes, and foreign income taxes payable by certain of our subsidiaries. The effective tax rate is primarily driven by state and local taxes and excess tax benefits on share-based compensation. The portion of the effective income tax rate attributable to state and local income taxes varies from year to year depending on amounts of income apportioned to each jurisdiction, whether we file income tax returns on a unitary or separate return basis and with changes in tax laws.
The following table presents our GAAP results of operations for the years ended December 31, 2024, 2023 and 2022 (in thousands except per share data).
Investment Management Fees
2024 compared to 2023 – Investment management fees increased $63.7 million, or 9.9%, to $704.6 million in 2024 from $640.9 million in 2023 due to an increase in average AUM. Average AUM was $169.7 billion in 2024 compared to $153.5 billion in 2023.
What changed in the latest 10-Q
Risk Factors
For a discussion of our potential risks and uncertainties, see the risk factors previously disclosed in our 2025 Annual Report as filed with the SEC and the information contained in this report. The declaration, payment and determination of the amount of our quarterly dividends may change at any time. In making decisions regarding our quarterly dividends, we consider general economic and business conditions, our strategic plans and prospects, our businesses and investment opportunities, our financial condition and operating results, working capital requirements and anticipated cash needs, contractual restrictions (including under the terms of our 2019 Credit Agreement as amended) and legal, tax, regulatory and such other factors as we may deem relevant. There have been no material changes to the risk factors in our 2025 Annual Report.
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
New heading “Loss on Debt Extinguishment”
Largest changes
Since 2019, the Company is a party to a credit agreement (the "2019 Credit Agreement"), which includes both a revolving credit facility (the “Revolving Facility”) with aggregate commitments of $100.0 million (with a $10.0 million sub-limit for the issuance of letters of credit) and a term loan with an aggregate principal amount of $985.0see in full comparisonbillionmillion (the “RepricedExisting Term Loans”). The Revolving Facility matures on September 23, 2030 and theRepricedExisting Term Loans mature on September 23, 2032.The Repriced Term Loans 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 2019 Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the first lien leverage ratio, measured as of the last day of each fiscal quarter on which outstanding borrowings under the revolving credit facility exceed 35.0% of the commitments thereunder (excluding certain letters of credit), of no greater than 4.00 to 1.00. As of March 31, 2026 and December 31, 2025, there were no outstanding borrowings under the Revolving Facility and the Company was in compliance with its financial performance covenant.
“The 2019 Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the first lien leverage ratio, measured as of the last day of each fiscal quarter on which outstanding borrowings under the revolving credit facility exceed 35.0% of the commitments thereunder (excluding certain letters of credit), of no greater than 4.00 to 1.00. …”see in full comparison
“Six months ended June 30, 2026 compared to June 30, 2025. Restructuring and integration costs for the six months ended June 30, 2026 and 2025 were $5.8 million and $15.2 million, respectively. The decrease of $9.4 million was due to a decrease in costs associated with the Amundi US acquisition.”see in full comparison
Three months ended June 30, 2026 compared to June 30, 2025. Interest expense and other financing costssee in full comparisonincreaseddecreased$0.9$1.0 million to$14.1$12.2 million for the three months endedMarchJune31,30, 2026, compared to $13.2 million for the same period in 2025 due a decrease in the average interest rate, partially offset by a decrease in the deferred gain on the termination of the Swap. Refer to Note 10, Debt, and Note 13, Derivatives, for further details.
“Pursuant to ASC 470-50, Debt - Modifications and Extinguishments, the Company evaluated the Repriced Term Loans on a lender-by-lender basis and accounted accordingly for debt extinguishment costs and debt modification costs (for the portion of the transaction that did not meet the accounting criteria for debt extinguishment). On the unaudited Condensed Consolidated Statement of Cash Flows, the financing cash outflows and inflows associated with this transaction were determined on a lender-by-lender basis and repayments during the three and six months ended June 30, 2026 totaled $306.6 million. …”see in full comparison
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The objective of this section of the Quarterly Report on Form 10-Q is intended to provide a discussion and analysis, from management’s perspective, of the key performance indicators and material information necessary to assess our financial condition and results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 and cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025. In addition, we also discuss the Company’s contractual and off-balance sheet arrangements. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report"). This discussion and analysis contains forward-looking statements and should also be read in conjunction with the disclosures and information contained in “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in “Item 1A. Risk Factors” included in the 2025 Annual Report.
Our Business – Victory is a diversified global asset management firm with total client assets of $313.1$346.1 billion, assets under management of $309.8$342.5 billion and other assets of $3.3$3.6 billion as of MarchJune 31,30, 2026. The Company operates a next-generation business model combining boutique investment qualities with the benefits of an integrated, centralized operating and distribution platform.
The Company provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors with multiple autonomous Investment Franchises and a Solutions Platform. Victory Capital offers a wide array of investment products, including actively and passively managed mutual funds, rules-based and active exchange traded funds (“ETFs”), institutional separate accounts, variable insurance products (“VIPs”), alternative investments, private closed end funds, and a 529 Education Savings Plan. Victory Capital’s strategies are also offered through third-party investment products, including mutual funds, third-party ETF model strategies, retail separately managed accounts (“SMAs”) and unified managed accounts (“UMAs”) through wrap account programs, Collective Investment Trusts (“CITs”), and undertakings for the collective investment in transferable securities (“UCITS”). As of MarchJune 31,30, 2026, our Franchises and our Solutions Platform collectively managed a diversified set of 179189 investment strategies for a wide range of institutional and retail clients and direct investors.
We have grown our total client assets from $17.9 billion following the management-led buyout in August 2013 to $313.1$346.1 billion at MarchJune 31,30, 2026. We attribute this growth to our success in sourcing acquisitions and evolving them into organic growers, generating strong investment returns, and developing institutional, retail, international, and direct investor channels with deep penetration.
Pioneer Investments - On April 1, 2025, the Company completed the transactions contemplated by the Contribution Agreement to combine Amundi’s U.S. business into the Company and reintroduced the brand Pioneer Investments for the acquired business and investment products. The addition of Pioneer Investments as the Company's largest Investment Franchise meaningfully enhances the Company's scale, expands its global client base and further diversifies its investment capabilities. The sequential results reflect Pioneer Investments as of April 1, 2025, which significantly impacted our financial results for the three and six months ended MarchJune 31,30, 2026 when compared to the comparable period. Refer to Note 3 of the condensed consolidated financial statements for further details related to the acquisition.
AUM at June 30, 2026 increased by $32.6 billion, or 10.5%, to $342.5 billion from $309.8 billion at March 31, 2026 decreased by $3.9 billion, or 1.3%, to $309.8 billion from $313.8 billion at December 31, 2025,2026, driven by negativepositive market action of $2.8$28.5 billion and net outflowsinflows of $0.7$4.1 billion. Total gross flows for the firstsecond quarter were $19.2$22.4 billion, including long-term gross flows of $18.9$22.1 billion.
AUM at MarchJune 31,30, 2026 and 2025 was $309.8$342.5 billion and $167.5$298.6 billion, respectively. We experiencedgenerated $2.8$22.4 billion in negativegross marketflows actionand $4.1 billion in net inflows for the three months ended MarchJune 31,30, 2026 compared to $3.2 billion in negative market action for the same period in 2025. We generated $19.2$15.7 billion in gross sales,flows includingand $18.9$0.8 billion in long-term gross sales, and $0.7 billion in total net outflows for the three months ended March 31, 2026 compared to $9.5 billion in gross sales, including $9.3 billion in long-term gross sales, and $1.2 billion in total net outflows for the same period in 2025.
AUM at June 30, 2026 and 2025 was $342.5 billion and $298.6 billion, respectively. We generated $41.6 billion in gross flows and $3.5 billion in net inflows for the six months ended June 30, 2026 compared to $25.2 billion in gross flows and $2.1 billion in net outflows for the same period in 2025. Net flows for the six months ended June 30, 2026 were comprised of $3.7 billion of net long-term inflows and $0.3 billion of short-term outflows.
Total revenue for the three months ended MarchJune 31,30, 2026 was $388.0$435.4 million compared to $219.6$351.2 million for the same period in 2025. For the six months ended June 30, 2026 and 2025, total revenue was $823.4 million and $570.8 million, respectively.
Net income was $112.1$139.4 million for the three months ended MarchJune 31,30, 2026 compared to $62.0$58.7 million for the same period in 2025. For the six months ended June 30, 2026 and 2025, net income was $251.5 million and $120.7 million, respectively.
Adjusted EBITDA was $204.0$242.7 million for the three months ended MarchJune 31,30, 2026, or 52.6%55.8% of revenue, compared to $116.4$178.5 million, or 53.0%50.8% of revenue, for the same period in 2025. For the six months ended June 30, 2026, Adjusted EBITDA was $446.7 million, or 54.3% of revenue, compared to $294.9 million, or 51.7% of revenue, for the same period in 2025. Refer to “Supplemental Non-GAAP Financial Information” for further information about the Adjusted EBITDA calculation and reconciliation of generally accepted accounting principles (“GAAP”) net income to Adjusted EBITDA.
Adjusted Net Income with tax benefit was $153.2$182.9 million for the three months ended MarchJune 31,30, 2026 compared to $88.1$132.8 million for the three months ended MarchJune 31,30, 2025. For the six months ended June 30, 2026, Adjusted Net Income with tax benefit was $336.1 million compared to $220.9 million for the same period in 2025. Refer to “Supplemental Non-GAAP Financial Information” for further information about the Adjusted Net Income calculation and reconciliation of GAAP net income to Adjusted Net Income.
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 three and six months ended MarchJune 31,30, 2026.2026 and 2025.
Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
(5)
MarchJune 31,30, 2026 AUM compared to DecemberMarch 31, 20252026 AUM. At MarchJune 31,30, 2026, our total AUM was $309.8$342.5 billion, aan decreaseincrease of $3.9$32.6 billion, or 1.3%,10.5%, from $313.8$309.8 billion at DecemberMarch 31, 2025,2026, primarily due to negativepositive market action of $2.8$28.5 billion and net outflowsinflows of $0.7$4.1 billion.
Net inflows were driven by our fixed income strategies, global non-U.S. equity strategies, Solutions platform, and alternative investments of $2.7 billion, $2.0 billion, $3.0 billion, $0.3 billion, respectively, partially offset by net outflows from our U.S. mid cap, U.S. small cap, and U.S. large cap equity strategies of $1.7 billion, $1.0 billion, and $1.0 billion, respectively.
June 30, 2026 AUM compared to December 31, 2025 AUM. At June 30, 2026, our total AUM was $342.5 billion, an increase of $28.7 billion, or 9.1%, from $313.8 billion at December 31, 2025, primarily due to positive market action of $25.7 billion and net inflows of $3.5 billion.
Net inflows were driven by our fixed income strategies, global non-U.S. equity strategies, Solutions platform, and alternatives investments of $2.1 billion, $2.9 billion, $5.8 billion, and $0.3 billion, respectively, partially offset by net outflows from our U.S. mid cap, U.S. small cap, and U.S. large cap equity strategies of $3.3 billion, $2.1 billion, and $1.9 billion, respectively.
Net outflows were driven by our U.S. mid cap, U.S. small cap, and U.S. large cap equity strategies as well as our fixed income strategies of $1.6 billion, $1.1 billion, $0.9 billion, and $0.6 billion, respectively, partially offset by net inflows from our global non-U.S. equity strategies and Solutions platform of $1.0 billion and $2.8 billion, respectively.
The following table presents our GAAP results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025.
Three months ended June 30, 2026 compared to June 30, 2025. Investment management fees increased by $143.1$79.9 million, or 82.6%,28.3%, to $316.4$362.2 million for the three months ended MarchJune 31,30, 2026 from $173.3$282.3 million for the same period in 2025 due to an increase in average AUM year over year. Average AUM was $318.7$331.3 billion for the three months ended MarchJune 31,30, 2026 compared to $173.8$285.0 billion for the same period in 2025.
Six months ended June 30, 2026 compared to June 30, 2025. Investment management fees increased by $223.0 million, or 48.9%, to $678.6 million for the six months ended June 30, 2026 from $455.6 million for the same period in 2025 due an increase in average AUM. Average AUM was $325.0 billion for the six months ended June 30, 2026 compared to $229.4 billion for the same period in 2025.
Three months ended June 30, 2026 compared to June 30, 2025. Fund administration and distribution fees increased by $25.3$4.2 million, or 54.7%,6.1%, to $71.6$73.1 million for the three months ended MarchJune 31,30, 2026 from $46.3$68.9 million for the same period in 2025 primarily due to an increase in fund administration fees as a result of higher mutual fund average net assets.
Six months ended June 30, 2026 compared to June 30, 2025. Fund administration and distribution fees increased by $29.5 million, or 25.6%, to $144.7 million for the six months ended June 30, 2026 from $115.2 million for the same period in 2025 primarily due to the same factors discussed above in the quarterly section.
The following table presents the components of GAAP personnel compensation and benefits expense for the three and six months ended MarchJune 31,30, 2026 and 2025:
Three months ended June 30, 2026 compared to June 30, 2025. Personnel compensation and benefits were $105.9$125.5 million for the firstsecond quarter of 2026, an increase of $49.7$16.6 million, or 88.6%,15.2%, from $56.1$108.9 million for the same period in 2025. Salaries, payroll related taxes and employee benefits expense, incentiveIncentive compensation expense, sales-based compensation,expense and equity awards granted to employees and directors increased $16.9$17.6 million, $20.0 million, $4.5 million,million and $3.9$10.1 million, respectively, primarily due to an expandedincrease business.in Acquisitionoperating results. Salaries, payroll related taxes and employee benefits expense, sales-based compensation, and acquisition and transaction-related compensation increaseddecreased $4.4$2.1 millionmillion, due$0.5 tomillion, anand increase$8.4 contingent payment compensation expense.million.
Six months ended June 30, 2026 compared to June 30, 2025. Personnel compensation and benefits were $231.4 million for the six months ended June 30, 2026, an increase of $66.3 million, or 40.2%, from $165.1 million for the same period in 2025. Salaries, payroll related taxes and employee benefits expense, incentive compensation expense, sales-based compensation, and equity awards granted to employees and directors increased $14.8 million, $37.6 million, $4.0 million, and $14.0 million, respectively, primarily due to an expanded business and an increase in variable costs as a result of an increase in operating results. Acquisition and transaction-related compensation decreased $4.1 million due to a decrease in contingent payment compensation expense.
The following table presents the components of distribution and other asset-based expenses for the three and six months ended MarchJune 31,30, 2026 and 2025:
Three months ended June 30, 2026 compared to June 30, 2025. Distribution and other asset-based expenses were $67.4$68.6 million for the three months ended MarchJune 31,30, 2026, compared to $35.5$62.0 million for the same period in 2025. The increase of $31.9$6.6 million, or 90.0%10.6% was primarily due to higher broker-dealer and platform distribution fees over the comparable period as a result of higher average AUM and an expanded business.
Six months ended June 30, 2026 compared to June 30, 2025. Distribution and other asset-based expenses were $136.0 million for the six months ended June 30, 2026, compared to $97.5 million for the same period in 2025. The increase of $38.5 million, or 39.5% was primarily due to higher broker-dealer and platform distribution fees over the comparable period as a result of higher average AUM and an expanded business.
Three months ended June 30, 2026 compared to June 30, 2025. General and administrative expenses were $20.6$22.9 million for the three months ended MarchJune 31,30, 2026 compared to $14.3$23.4 million for the same period in 2025. The increasedecrease of $6.3$0.5 million, or 43.9%,2.0%, was primarily due to increasesdecreases in professional feesfacilities and technology related expenses.expenses partially offset by increases in travel and entertainment costs and professional fees.
Six months ended June 30, 2026 compared to June 30, 2025. General and administrative expenses were $43.5 million for the six months ended June 30, 2026 compared to $37.7 million for the same period in 2025. The increase of $5.8 million, or 15.4%, was primarily due to increases in professional fees and technology related expenses.
Three months ended June 30, 2026 compared to June 30, 2025. Depreciation and amortization increaseddecreased $13.2$1.2 million, or 176.9%,5.5%, to $20.6 million for the three months ended MarchJune 31,30, 2026 from $7.4$21.8 million for the same period in 2025, primarily due to thea amortizationdecrease ofin definite-liveddepreciation intangibleexpense assetsrelated associatedto withinformation thetechnology Amundi US acquisition.equipment.
Six months ended June 30, 2026 compared to June 30, 2025. Depreciation and amortization increased $11.9 million, or 40.8%, to $41.2 million for the six months ended June 30, 2026 from $29.2 million for the same period in 2025, primarily due to six months worth of amortization expense of definite-lived intangible assets associated with the Amundi US acquisition in 2026 compared with three months worth of amortization expense of definite-lived intangible assets associated with Amundi US acquisition in 2025.
Three months ended June 30, 2026 compared to June 30, 2025. The change in value of consideration payable for acquisition of business increased $0.1$0.9 million as a result of an increase of $3.5$2.0 million in the fair value of contingent consideration associated with the WestEnd Acquisition for the three months ended MarchJune 31,30, 2026 compared to an increase of $3.4$1.1 million for the three months ended MarchJune 31,30, 2025. Refer to Note 3, Acquisitions, for further details on the fair value of contingent consideration payable.
Six months ended June 30, 2026 compared to June 30, 2025. The change in value of consideration payable for acquisition of business increased $1.1 million as a result of an increase of $5.6 million in the fair value of contingent consideration associated with the WestEnd Acquisition for the six months ended June 30, 2026 compared to an increase of $4.5 million for the six months ended June 30, 2025. Refer to Note 3, Acquisitions, for further details on the fair value of contingent consideration payable.
Three months ended June 30, 2026 compared to June 30, 2025. Acquisition-related costs werewas $7.7income of $0.7 million for the three months ended MarchJune 31,30, 2026, compared to $8.8expense of $25.8 million for the same period in 2025. The decrease of $1.1$26.4 million was primarily due to a decrease in legal and professional fees.
Six months ended June 30, 2026 compared to June 30, 2025. Acquisition-related costs were $7.0 million for the six months ended June 30, 2026, compared to $34.5 million for the same period in 2025. The decrease of $27.5 million was due to the same factors discussed in the quarterly section.
Three months ended June 30, 2026 compared to June 30, 2025. Restructuring and integration costs for the three months ended MarchJune 31,30, 2026 and 2025 were $3.2$2.6 million and $1.2$14.0 million, respectively. Restructuring and integration costs for the three months ended MarchJune 31,30, 2026 and 2025 were primarily due to integration and conversions related costs associated with the Amundi US acquisition.
Six months ended June 30, 2026 compared to June 30, 2025. Restructuring and integration costs for the six months ended June 30, 2026 and 2025 were $5.8 million and $15.2 million, respectively. The decrease of $9.4 million was due to a decrease in costs associated with the Amundi US acquisition.
Three months ended June 30, 2026 compared to June 30, 2025. Interest income and other income/(expense) was income of $2.8$7.7 million and $0.7$6.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increase is primarily due to an increase in the net unrealized fair value of deferred compensation plan investments over the comparable period.
Six months ended June 30, 2026 compared to June 30, 2025. Interest income and other income/(expense) was income of $10.5 million and $6.7 million for the six months ended June 30, 2026 and 2025, respectively. The increase is due to the same factors discussed in the quarterly section.
Three months ended June 30, 2026 compared to June 30, 2025. Interest expense and other financing costs increaseddecreased $0.9$1.0 million to $14.1$12.2 million for the three months ended MarchJune 31,30, 2026, compared to $13.2 million for the same period in 2025 due a decrease in the average interest rate, partially offset by a decrease in the deferred gain on the termination of the Swap. Refer to Note 10, Debt, and Note 13, Derivatives, for further details.
Six months ended June 30, 2026 compared to June 30, 2025. Interest expense and other financing costs were relatively flat, decreasing $0.2 million to $26.3 million for the six months ended June 30, 2026, compared to $26.4 million for the same period in 2025.
Loss on Debt Extinguishment
Three months ended June 30, 2026 compared to June 30, 2025. For the three months ended June 30, 2026, loss on debt extinguishment was $2.0 million and related to the write-off of unamortized debt issuance costs and unamortized debt discount as a result of debt refinancing. For the three months ended June 30, 2025, the Company had no losses on debt extinguishment. Refer to Note 10, Debt, for further details.
Six months ended June 30, 2026 compared to June 30, 2025. For the six months ended June 30, 2026, loss on debt extinguishment was $2.0 million and was due to the same factors discussed in the quarterly section. For the six months ended June 30, 2025, the Company had no losses on debt extinguishment. Refer to Note 10, Debt, for further details.
Three months ended June 30, 2026 compared to June 30, 2025. The effective tax rate for the three months ended MarchJune 31,30, 2026 and 2025 was 24.2%25.6% and 22.9%,32.5%, respectively. The higher effective tax rate in 20262025 is mainly due to aan reductionincrease in excess tax benefits on share-based compensation and higher non-deductible expenses, partiallywhich offsetwas primarily driven by a$27.3 lowermillion stateof andgross localnon-deductible taxtransaction rate.costs that were incurred related to the Amundi US acquisition in 2025.
Six months ended June 30, 2026 compared to June 30, 2025. The effective tax rate for the six months ended June 30, 2026 and 2025 was 24.9% and 27.9%, respectively. The year-over-year decrease in the effective tax rate primarily due to the same factors discussed in the quarterly section.
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 three and six months ended MarchJune 31,30, 2026.2026 and 2025.
The following table shows our liquidity position as of MarchJune 31,30, 2026 and December 31, 2025.
We manage our cash balances in order to fund our day-to-day operations. Our accounts receivable consists primarily of investment management fees that have been earned but not yet received from clients, income and other taxes receivable, and amounts receivable from the funds. We perform a review of our receivables on a monthly basis to assess collectability. We maintained a $100.0 million revolving credit facility at MarchJune 31,30, 2026 and December 31, 2025 (under the 2019 Credit Agreement) which had approximately $100.0 million undrawn as of MarchJune 31,30, 2026 and December 31, 2025.
Since 2019, the Company is a party to a credit agreement (the "2019 Credit Agreement"), which includes both a revolving credit facility (the “Revolving Facility”) with aggregate commitments of $100.0 million (with a $10.0 million sub-limit for the issuance of letters of credit) and a term loan with an aggregate principal amount of $985.0 billionmillion (the “RepricedExisting Term Loans”). The Revolving Facility matures on September 23, 2030 and the RepricedExisting Term Loans mature on September 23, 2032. The Repriced Term Loans 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 2019 Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the first lien leverage ratio, measured as of the last day of each fiscal quarter on which outstanding borrowings under the revolving credit facility exceed 35.0% of the commitments thereunder (excluding certain letters of credit), of no greater than 4.00 to 1.00. As of March 31, 2026 and December 31, 2025, there were no outstanding borrowings under the Revolving Facility and the Company was in compliance with its financial performance covenant.
On May 18, 2026, pursuant to the Seventh Amendment of the 2019 Credit Agreement, the Company refinanced its Existing Term Loans with repriced term loans (the "Repriced Term Loans") which will bear interest at an annual rate equal to, at the option of the Company, either SOFR plus a margin of 1.75% or an alternate base rate plus a margin of 0.75%. The Repriced Term Loans otherwise remain subject to substantially similar terms to those that were applicable to the Existing Term Loans.
The Company elects to use three-month Term SOFR plus a margin of 1.75% required by the 2019 Credit Agreement to pay interest on its debt.
The 2019 Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the first lien leverage ratio, measured as of the last day of each fiscal quarter on which outstanding borrowings under the revolving credit facility exceed 35.0% of the commitments thereunder (excluding certain letters of credit), of no greater than 4.00 to 1.00. As of June 30, 2026 and December 31, 2025, there were no outstanding borrowings under the revolving credit facility and the Company was in compliance with its financial performance covenant.
Pursuant to ASC 470-50, Debt - Modifications and Extinguishments, the Company evaluated the Repriced Term Loans on a lender-by-lender basis and accounted accordingly for debt extinguishment costs and debt modification costs (for the portion of the transaction that did not meet the accounting criteria for debt extinguishment). On the unaudited Condensed Consolidated Statement of Cash Flows, the financing cash outflows and inflows associated with this transaction were determined on a lender-by-lender basis and repayments during the three and six months ended June 30, 2026 totaled $306.6 million. During the three and six months ended June 2026, the Company incurred costs of $2.4 million related to the Seventh Amendment, of which $2.0 million was recorded as a loss on debt extinguishment and $0.4 million was recognized as general and administrative expense in the unaudited Condensed Consolidated Statement of Operations. The Company repaid an additional $2.5 million and $4.9 million of the outstanding term loans under the 2019 Credit Agreement during the three and six months ended June 30, 2026, respectively.
There were no repayments of outstanding term loans under the 2019 Credit Agreement during the three and six months ended June 30, 2025.
At MarchJune 31,30, 2026, the Company had $51.2$53.2 million in contingent consideration that is estimated to be payable over the next year resulting from the WestEnd Acquisition. For the three and six months ended MarchJune 31,30, 2026, the Company recorded an increase of $3.5$2.0 million and $5.6 million, respectively, in the contingent payment liability associated with the WestEnd Acquisition, which is included in consideration payable for acquisition of business in the unaudited Condensed Consolidated Balance Sheets. At MarchJune 31,30, 2026, the estimated fair value of the WestEnd Acquisition contingent payments was $51.2$53.2 million, and a maximum of $80.0 million in contingent consideration is potentially payable to sellers.
VCTR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-13 | Gupta Nina |
Shares withheld for tax | 9,732 | $118.17 | $1.2M |
| 2026-08-13 | Gupta Nina |
Option exercise | 19,124 | — | — |
| 2026-08-13 | Dhillon Mannik S. |
Shares withheld for tax | 6,452 | $118.17 | $762.4K |
| 2026-08-13 | Dhillon Mannik S. |
Option exercise | 16,390 | — | — |
| 2026-08-13 | Brown David Craig |
Option exercise | 147,529 | — | — |
| 2026-08-13 | Brown David Craig |
Shares withheld for tax | 58,056 | $118.17 | $6.9M |
| 2026-08-13 | Sipp Thomas Michael |
Shares withheld for tax | 21,205 | $118.17 | $2.5M |
| 2026-08-13 | Sipp Thomas Michael |
Option exercise | 40,982 | — | — |
| 2026-08-13 | Policarpo Michael Dennis |
Option exercise | 73,763 | — | — |
| 2026-08-13 | Policarpo Michael Dennis |
Shares withheld for tax | 33,453 | $118.17 | $4.0M |
| 2026-08-05 | Dhillon Mannik S. |
Option exercise | 16,390 | — | — |
| 2026-08-05 | Dhillon Mannik S. |
Shares withheld for tax | 6,452 | $99.97 | $645.0K |
| 2026-08-05 | Sipp Thomas Michael |
Option exercise | 40,982 | — | — |
| 2026-08-05 | Sipp Thomas Michael |
Shares withheld for tax | 18,177 | $99.97 | $1.8M |
| 2026-08-05 | Gupta Nina |
Shares withheld for tax | 9,732 | $99.97 | $972.9K |
| 2026-08-05 | Gupta Nina |
Option exercise | 19,124 | — | — |
| 2026-08-05 | Policarpo Michael Dennis |
Shares withheld for tax | 33,453 | $99.97 | $3.3M |
| 2026-08-05 | Policarpo Michael Dennis |
Option exercise | 73,763 | — | — |
| 2026-08-05 | Brown David Craig |
Shares withheld for tax | 58,056 | $99.97 | $5.8M |
| 2026-08-05 | Brown David Craig |
Option exercise | 147,529 | — | — |
| 2026-07-10 | Demartini Richard M |
Grant/award | 392 | $92.24 | $36.2K |
| 2026-07-10 | Davanzo Lawrence |
Grant/award | 311 | $92.24 | $28.7K |
| 2026-07-10 | Rappaport Alan |
Grant/award | 718 | $92.24 | $66.2K |
| 2026-07-10 | Jackson Mary M. |
Grant/award | 311 | $92.24 | $28.7K |
| 2026-07-10 | Hirtler-Garvey Karin |
Grant/award | 311 | $92.24 | $28.7K |
| 2026-07-10 | Delaney Robert V. Jr. |
Grant/award | 311 | $92.24 | $28.7K |
| 2026-06-15 | Sipp Thomas Michael |
Disposition to issuer | 5,625 | $85.97 | $483.6K |
| 2026-05-29 | Delaney Robert V. Jr. |
Other | 39,742 | — | — |
| 2026-05-29 | Delaney Robert V. Jr. |
Other | 2,100,000 | — | — |
| 2026-04-10 | Hirtler-Garvey Karin |
Grant/award | 424 | $67.79 | $28.7K |
| 2026-04-10 | Rappaport Alan |
Grant/award | 977 | $67.79 | $66.2K |
| 2026-04-10 | Davanzo Lawrence |
Grant/award | 424 | $67.79 | $28.7K |
| 2026-04-10 | Demartini Richard M |
Grant/award | 534 | $67.79 | $36.2K |
| 2026-04-10 | Jackson Mary M. |
Grant/award | 424 | $67.79 | $28.7K |
| 2026-04-10 | Delaney Robert V. Jr. |
Grant/award | 424 | $67.79 | $28.7K |
Well-known investors holding VCTR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 441,803 | $37.1M | 0.03% | Added 16% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 150,389 | $9.8M | — | Sold out |
| Renaissance Technologies | 2026-06-30 | 35,600 | $3.0M | 0.0% | New position |
| Polen Capital Management | 2026-06-30 | 28,223 | $2.4M | 0.02% | Reduced 29% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 27,780 | $2.3M | 0.0% | Reduced 14% |
| Millennium Management (Israel Englander) | 2026-06-30 | 10,430 | $876.7K | 0.0% | Reduced 79% |