Second-Quarter Highlights

• Total Client Assets of $301.6 billion
• Long-term gross flows of $15.4 billion
• Long-term net flows of ($660) million
• GAAP operating margin of 26.8%
• GAAP net income per diluted share of $0.68
• Adjusted EBITDA margin of 50.8%
• Adjusted net income with tax benefit per diluted share of $1.57
• Board authorizes increased share repurchase authorization to $500 million
• Board authorizes regular quarterly cash dividend of $0.49

Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported record financial results for the quarter ended June 30, 2025.

“The second quarter marked a key milestone with the successful closing of our strategic partnership with Amundi and the acquisition of Pioneer Investments, our newest Investment Franchise” said David Brown, Chairman and Chief Executive Officer. “Integration activities are progressing as planned, and by the end of June, we had achieved approximately $70 million of the expected $110 million in net expense synergies.

“Our business performance was also strong in the quarter. Gross sales increased to $15.4 billion and our long-term net flows continued to improve for the third consecutive quarter. Long-term net outflows were just 23 basis points of AUM or less than 1% on an annualized basis. Our expanded intermediary sales team continues to ramp up, and we are investing in our non-US sales efforts as well.

“Firmwide investment performance remains strong. Through the end of June, the percentage of our AUM outperforming benchmarks over the respective 3-, 5-, and 10-year periods was 58%, 67%, and 73%. In addition, 64% of our AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar.

“Our financial condition continues to strengthen, and the Board increased our current share repurchase authorization to $500 million. During the quarter, we repurchased 439,000 shares and, together with cash dividends, returned approximately $71 million of capital to shareholders. At quarter end, our net debt to leverage ratio improved to 1.2x marking our lowest level since becoming a public company.

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

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

AUM, Flows and Investment Performance

At June 30, 2025, Victory Capital had total client assets of $301.6 billion, assets under management of $298.6 billion, and other assets of $3.0 billion. Total AUM increased by $131.1 billion to $298.6 billion at June 30, 2025, compared with $167.5 billion at March 31, 2025. The increase was primarily due to AUM acquired from Amundi US totaling $114.6 billion and positive market action of $20.2 billion offsets by net outflows of $0.8 billion.

As of June 30, 2025, Victory Capital offered 196 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of June 30, 2025.

Second Quarter 2025 Compared with First Quarter 2025

On April 1, 2025, the Company completed the acquisition of Amundi US and reintroduced the brand Pioneer Investments ("Pioneer" or "Pioneer Investments") for the acquired business and investment products. Sequential results reflect the acquisition. The acquisition positively impacted our financial results for the three months ended June 30, 2025 when compared to the three months ended March 31, 2025. Revenue increased 59.9% to $351.2 million in the second quarter, compared with $219.6 million in the first quarter, primarily due to higher average AUM over the comparable period.

GAAP operating margin contracted 1,550 basis points in the second quarter to 26.8%, down from 42.3% in the first quarter, due to higher variable operating expenses as a result of the higher average AUM, a $17.0 million increase in acquisition-related costs and a $12.8 million increase in restructuring and integration costs related to the acquisition of Amundi US. Second quarter GAAP net income decreased 5.2% to $58.7 million, down from $62.0 million in the prior quarter.

Adjusted net income with tax benefit increased 50.7% to $132.8 million, or $1.57 per diluted share, in the second quarter, up from $88.1 million, or $1.36 per diluted share, in the first quarter. Adjusted EBITDA increased $62.1 million to $178.5 million in the second quarter compared to $116.4 million in the first quarter. Adjusted EBITDA margin contracted 220 basis points in the second quarter of 2025 to 50.8% compared with 53.0% in the prior quarter.

Second Quarter 2025 Compared with Second Quarter 2024

Year-over-year results reflect the acquisition of Amundi US, which closed on April 1, 2025. The acquisition positively impacted our financial results for the three months ended June 30, 2025 when compared to the three months ended June 30, 2024. Revenue for the three months ended June 30, 2025, increased 59.9% to $351.2 million, compared with $219.6 million in the same quarter of 2024 as a result of higher average AUM over the comparable period.

Operating expenses were $257.0 million compared with $109.0 million in last year’s second quarter reflecting variable operating expenses that rose as a result of the higher average AUM and expanded business and higher acquisition-related costs and restructuring and integration costs related to the acquisition of Amundi US. GAAP operating margin contracted 2,360 basis points to 26.8% in the second quarter, from 50.4% in the same quarter of 2024. GAAP net income decreased 21% to $58.7 million in the second quarter compared with $74.3 million in the same quarter of 2024.

Adjusted net income with tax benefit increased 53.3% to $132.8 million, or $1.57 per diluted share, in the second quarter, compared with $86.6 million, or $1.31 per diluted share in the same quarter last year. Adjusted EBITDA increased 53.2% to $178.5 million, compared with $116.5 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin contracted 220 basis points to 50.8% in the second quarter of 2025, compared with 53.0% in the same quarter last year.

Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024

Year-over-year results reflect the acquisition of Amundi US, which closed on April 1, 2025. The acquisition positively impacted our financial results for the six months ended June 30, 2025 when compared to the six months ended June 30, 2024. Revenue for the six months ended June 30, 2025, increased 31.1% to $570.8 million, compared with $435.5 million in the same period of 2024 as a result of higher average AUM over the comparable period.

GAAP operating margin contracted 1210 basis points, in the six months ended June 30, 2025 to 32.8%, down from 44.9% in the same period of 2024, due to higher variable operating expenses as a result of the higher average AUM, a $30.5 million increase in acquisition-related costs and a $14.6 million increase in restructuring and integration costs related to the acquisition of Amundi US. Six months ended June 30, 2025 GAAP net income decreased 7.1% to $120.7 million, down from $129.9 million in the prior period.

Adjusted net income with tax benefit increased 30.7% to $220.9 million, or $2.96 per diluted share, in the six months ended June 30, 2025, compared with $169.0 million, or $2.56 per diluted share in the same period last year. Adjusted EBITDA increased 28.9% to $294.9 million, compared with $228.9 million in the same period of last year. Year-over-year, adjusted EBITDA margin contracted 90 basis points to 51.7% in the first half of 2025, compared with 52.6% in the same first half of last year.

Balance Sheet / Capital Management

The total debt outstanding as of June 30, 2025 was approximately $972 million and consisted of an existing term loan balance of $625 million and the 2021 Incremental Term Loans balance of $347 million.

The Company’s Board of Directors approved a regular quarterly cash dividend of $0.49 per share. The dividend is payable on September 25, 2025, to shareholders of record on September 10, 2025.

The Company’s Board of Directors authorized an increase in the 2025 Share Repurchase Program from $200.0 million to up to $500.0 million and extended the authorization of the 2025 Share Repurchase Program from December 31, 2026 through December 31, 2027.

Conference Call, Webcast and Slide Presentation

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

About Victory Capital

Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $302 billion in total client assets, as of June 30, 2025. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.

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

FORWARD-LOOKING STATEMENTS

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

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

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