[PART I — FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion of financial condition and results of operations [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, highlighting significant asset growth and revenue increase driven by the Pioneer Investments acquisition, despite a decline in net income due to higher operating expenses Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 ($ thousands) | December 31, 2024 ($ thousands) | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | **$4,249,447** | **$2,547,591** | **+66.8%** | | Goodwill | $1,232,800 | $981,805 | +25.6% | | Other intangible assets, net | $2,515,005 | $1,260,614 | +99.5% | | **Total Liabilities** | **$1,784,322** | **$1,425,954** | **+25.1%** | | Long-term debt, net | $965,674 | $963,862 | +0.2% | | **Total Stockholders' Equity** | **$2,465,125** | **$1,121,637** | **+119.8%** | Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | YTD 2025 ($ thousands) | YTD 2024 ($ thousands) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **$351,212** | **$219,621** | **$570,814** | **$435,478** | | Income from Operations | $94,214 | $110,597 | $187,122 | $195,406 | | **Net Income** | **$58,734** | **$74,251** | **$120,709** | **$129,942** | | Net Income Attributable to Common | $46,076 | $74,251 | $105,702 | $129,942 | | **Diluted EPS ($)** | **$0.68** | **$1.12** | **$1.59** | **$1.97** | Condensed Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30, in thousands) | Cash Flow Activity | 2025 ($ thousands) | 2024 ($ thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $74,502 | $148,388 | | Net cash provided by (used in) investing activities | $78,116 | $(1,515) | | Net cash used in financing activities | $(171,979) | $(151,409) | Note 3. Revenue Recognition Revenue by Type and Product (Three Months Ended June 30, in thousands) | Revenue Source | 2025 ($ thousands) | 2024 ($ thousands) | | :--- | :--- | :--- | | **Investment management fees** | **$282,306** | **$173,163** | |    Mutual funds (Victory Funds) | $175,308 | $116,550 | |    ETFs (VictoryShares) | $9,834 | $5,515 | |    Separate accounts and other | $78,103 | $49,061 | |    Performance-based fees | $19,061 | $2,037 | | **Fund administration and distribution fees** | **$68,906** | **$46,458** | | **Total Revenue** | **$351,212** | **$219,621** | Note 4. Acquisitions - The company completed the acquisition of Amundi's U.S. business, rebranded as Pioneer Investments, on April 1, 2025, marking its **largest investment franchise addition**[30](index=30&type=chunk)[78](index=78&type=chunk) - The Amundi US acquisition had a total purchase price of approximately **$1.328 billion**, settled entirely through the issuance of **3.3 million Common Stock shares** and **19.7 million Preferred Stock shares**[79](index=79&type=chunk)[81](index=81&type=chunk) Preliminary Purchase Price Allocation for Amundi US (in thousands) | Account | Amount ($ thousands) | | :--- | :--- | | Goodwill | $250,995 | | Other intangible assets | $1,278,000 | | Total purchase price consideration | $1,328,339 | - The fair value of contingent consideration for the WestEnd acquisition decreased to **$80.7 million** as of June 30, 2025, from **$139.9 million** at year-end 2024, following a **$63.7 million cash payment**[73](index=73&type=chunk) Note 10. Equity - The Board approved the 2025 Share Repurchase Program in December 2024, authorizing up to **$200.0 million** in common stock repurchases through December 31, 2026[125](index=125&type=chunk) - In Q2 2025, the company repurchased **0.3 million shares** for **$21.4 million**, with **$178.6 million** remaining available under the program as of June 30, 2025[126](index=126&type=chunk)[127](index=127&type=chunk) - The Amundi US acquisition involved the issuance of **3.3 million shares of Common Stock** and **19.7 million shares of newly issued Preferred Stock**[132](index=132&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant impact of the Pioneer Investments acquisition on AUM and revenue, noting increased operating expenses and the use of non-GAAP metrics to illustrate operational profitability Assets Under Management AUM Roll-Forward (in millions) | Period | Beginning AUM ($ millions) | Acquired Assets ($ millions) | Net Flows ($ millions) | Market Appreciation ($ millions) | Ending AUM ($ millions) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Q2 2025** | $167,468 | $111,654 | $(804) | $20,247 | **$298,563** | | **Q2 2024** | $170,342 | $(1) | $(1,744) | $83 | **$168,681** | - AUM increased by **78.3%** to **$298.6 billion** at June 30, 2025, primarily due to **$114 billion** from the Pioneer Investments acquisition and **$20.2 billion** in market appreciation, partially offset by **$0.8 billion** in net outflows[182](index=182&type=chunk)[207](index=207&type=chunk) AUM by Asset Class (as of June 30, in millions) | Asset Class | 2025 ($ millions) | 2024 ($ millions) | | :--- | :--- | | Solutions | $79,988 | $58,936 | | Fixed Income | $79,752 | $24,398 | | U.S. Large Cap Equity | $61,844 | $13,983 | | U.S. Mid Cap Equity | $31,643 | $31,015 | | Global / Non-U.S. Equity | $25,576 | $18,459 | | U.S. Small Cap Equity | $13,140 | $15,182 | | Alternative Investments | $2,986 | $3,390 | | **Total Long-Term Assets** | **$294,930** | **$165,362** | Results of Operations - Total revenue for Q2 2025 increased **59.9%** to **$351.2 million** from **$219.6 million** in Q2 2024, driven by a **69.0%** increase in average AUM post-Pioneer acquisition[213](index=213&type=chunk)[214](index=214&type=chunk) - Personnel compensation and benefits for Q2 2025 rose **95.7%** to **$108.9 million**, primarily due to increased staff from the acquisition and **$13.1 million** in acquisition-related compensation costs[219](index=219&type=chunk)[221](index=221&type=chunk) - Acquisition-related costs of **$25.8 million** and restructuring costs of **$14.0 million** in Q2 2025, primarily from the Amundi US transaction, significantly impacted operating income[231](index=231&type=chunk)[233](index=233&type=chunk) - The effective tax rate for Q2 2025 increased to **32.5%** from **22.5%** in Q2 2024, mainly due to non-deductible transaction costs from the Amundi US acquisition[239](index=239&type=chunk) Supplemental Non-GAAP Financial Information Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | | :--- | :--- | :--- | | Net income (GAAP) | $58,734 | $74,251 | | Adjustments (Interest, Taxes, D&A, etc.) | $119,791 | $42,251 | | **Adjusted EBITDA (Non-GAAP)** | **$178,525** | **$116,502** | Reconciliation of Net Income to Adjusted Net Income (in thousands) | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | | :--- | :--- | :--- | | Net income (GAAP) | $58,734 | $74,251 | | Adjustments (Amortization, Stock Comp, etc.) | $63,773 | $2,254 | | **Adjusted Net Income (Non-GAAP)** | **$122,507** | **$76,505** | Liquidity and Capital Resources - As of June 30, 2025, the company held **$107.9 million** in cash and cash equivalents and maintained a fully undrawn **$100.0 million** revolving credit facility[248](index=248&type=chunk)[251](index=251&type=chunk) - Net cash used in financing activities for the first six months of 2025 totaled **$172.0 million**, primarily for **$73.6 million** in dividend payments, **$63.7 million** in acquisition consideration, and **$26.4 million** in common stock repurchases[268](index=268&type=chunk) - Net cash provided by operating activities decreased to **$74.5 million** in the first half of 2025 from **$148.4 million** in the same period of 2024, primarily due to working capital changes and lower net income[264](index=264&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's exposure to market risk, including AUM sensitivity, foreign exchange fluctuations, and interest rate risk from variable-rate debt - A **10%** change in AUM is estimated to result in an annualized revenue change of approximately **$146.5 million**, based on the Q2 2025 weighted-average fee rate of **49 basis points**[271](index=271&type=chunk) - A **10%** change in the U.S. dollar's value against other currencies would impact AUM by approximately **$2.7 billion**, leading to an estimated annualized revenue change of **$13.2 million**[274](index=274&type=chunk) - The company monetized its interest rate swap in Q4 2023 and remains exposed to interest rate risk from its variable-rate term loans under the 2019 Credit Agreement as of June 30, 2025[276](index=276&type=chunk) [Item 4. Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal controls - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures are **effective** as of June 30, 2025[278](index=278&type=chunk) - No material changes occurred in the company's internal control over financial reporting during the most recent fiscal quarter[279](index=279&type=chunk) [PART II — OTHER INFORMATION](index=49&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, and details on unregistered sales of equity securities and use of proceeds [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The company reports on stockholder litigation related to the Amundi US acquisition, which was voluntarily discontinued after supplemental disclosures - Stockholder litigation was filed in September 2024 against the company and its board concerning the Amundi US transaction, alleging incomplete and misleading proxy statements[281](index=281&type=chunk)[282](index=282&type=chunk) - The company voluntarily made supplemental disclosures to avoid litigation risk and potential transaction delays, while denying any wrongdoing[283](index=283&type=chunk) - Plaintiffs in the stockholder litigation filed notices of voluntary discontinuance on April 4, 2025, effectively ending the actions[283](index=283&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes have occurred to the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024[285](index=285&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's share repurchase activity under its 2025 Share Repurchase Program, including shares purchased and remaining authorization Share Repurchase Activity (Q2 2025) | Metric | Value | | :--- | :--- | | Total Shares Purchased | 341,830 | | Average Price Paid Per Share | $62.53 | | Total Cost ($ millions) | $21.4 | | Remaining Authorization ($ millions) | $178.6 |

Financial Data and Key Metrics Changes - Total client assets increased by 76% quarter over quarter, reaching over $300 billion, a record high for quarter end [4] - Adjusted EBITDA was $179 million, equating to an adjusted EBITDA margin of 50.8%, slightly higher than anticipated [5][15] - Revenue increased to $351.2 million, up 60% from the first quarter [13] - Adjusted net income with tax benefit rose to $133 million or $1.57 per diluted share [5][15] - Net leverage ratio improved to 1.2 times, the lowest level since the initial IPO [16][24] Business Line Data and Key Metrics Changes - Gross long-term flows accelerated to $15.4 billion, with net outflows at $660 million, marking the third consecutive quarter of improving long-term flows [4][19] - The ETF platform posted positive net flows of over $4 billion in the first half of the year, bringing ETF assets under management to $15 billion, up nearly 90% from the same time last year [8] - The company achieved $70 million of net expense synergies on a run rate basis, representing nearly two-thirds of the expected total of $110 million [7][20] Market Data and Key Metrics Changes - The company is now managing assets for investors in 60 countries, with over 16% of total client assets from non-U.S. investors [17][45] - The integration of the Pioneer Investments business is progressing well, enhancing diversification across channels and asset classes [6][17] Company Strategy and Development Direction - The company is focused on expanding its product range, launching new ETFs, and enhancing its global distribution capabilities through the partnership with Amundi [6][10][41] - The Board authorized an increase in the share repurchase plan from $200 million to $500 million, indicating confidence in future growth prospects [12][16] - The company is actively evaluating potential acquisition opportunities, anticipating industry consolidation to accelerate in the coming years [12][13] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the current trajectory and underlying momentum in several products, particularly in fixed income and global equity [4][6] - The company aims to grow organically and is in the best position in its history to achieve this, despite industry headwinds [55][57] - Management noted that the integration of sales teams is ongoing, with expectations for continued improvement in sales efforts [70][72] Other Important Information - The company closed its Newbridge, SOFAS, and THB investment franchises, managing less than $1 billion of AUM, to allocate more resources to growth areas [11] - The effective tax rate for the quarter was 32.5%, with a normal effective tax rate expected to be approximately 25% going forward [22] Q&A Session Summary Question: Can you provide insight into the nonrecurring expenses and how quickly they will wind down? - Management indicated that $53 million of acquisition-related costs were incurred, with $26 million being one-time deal-related expenses that will not recur [28][30] Question: How does the fixed income product set fit into the current market environment? - Management expressed confidence in their fixed income capabilities, stating that they have a strong product set for various market conditions and expect growth in this area [34][36] Question: What are the expectations for non-U.S. distribution and product launches? - Management highlighted the strategic partnership with Amundi, which allows for selling products outside the U.S., and anticipates significant growth in this area [40][45] Question: What is the outlook for organic growth and flows? - Management noted improvements in net outflows and gross flows, emphasizing their goal to grow organically and invest in distribution efforts [55][57] Question: Can you specify the benefit from one-time performance fees? - Management stated that it is difficult to quantify the exact benefit from one-time fees, but various positive factors contributed to the improved fee rate [58][66]

Second Quarter 2025 Earnings Presentation August 8, 2025 Forward Looking Statements This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although we believe the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that these expectati ...

Core Insights - Victory Capital reported strong financial results for Q2 2025, driven by the acquisition of Amundi US, which nearly doubled assets under management and led to GAAP revenue of $351.2 million, exceeding analyst expectations by $14.4 million or 4.3% [1][2] - Despite record growth in scale, the company faced margin pressure with GAAP operating margin dropping to 26.8% from 50.4% in Q2 2024 due to integration and restructuring costs [1][6] Financial Performance - Non-GAAP diluted earnings per share reached $1.57, surpassing estimates of $1.48 and showing a year-over-year increase of 19.8% from $1.31 in Q2 2024 [2] - Revenue (GAAP) increased by 59.9% year-over-year, from $219.6 million in Q2 2024 to $351.2 million in Q2 2025 [2][6] - Net income (GAAP) decreased by 20.9% year-over-year, from $74.3 million in Q2 2024 to $58.7 million in Q2 2025 [2] Business Overview - Victory Capital operates a diversified global asset management platform, offering various investment strategies through multiple autonomous franchises [3] - The company aims to minimize risk by diversifying assets across client types, investment vehicles, and geographic regions [3] Strategic Focus - The acquisition of Amundi US significantly expanded Victory Capital's product lineup and international reach, particularly in fixed income and solutions products [4] - Key priorities include driving organic growth, integrating acquired franchises, and advancing ETF and alternative investment offerings [4] Asset Management Growth - Assets under management (AUM) reached $298.6 billion as of June 30, 2025, a significant increase from $168.7 billion in Q2 2024, primarily due to the Amundi US acquisition [5] - The company recorded long-term net outflows of $660 million, an improvement from previous quarters, but still not a return to organic growth [5] Margin and Expense Management - Operating expenses increased due to acquisition and restructuring costs, contributing to the decline in GAAP operating margin [6] - Management reaffirmed a long-term operating margin target near 49%, indicating expectations for margin normalization post-integration [6][11] Diversification and Performance - Non-U.S. assets accounted for $48.5 billion (16% of total AUM) as of June 30, 2025, a significant increase from $5.5 billion (3%) the previous year [7] - 58% of AUM outperformed benchmarks over a three-year period, and 64% of mutual fund and ETF assets received four- or five-star ratings from Morningstar [7] Capital Management - Net leverage improved to 1.2x EBITDA, the lowest since becoming a public company [10] - The company declared a quarterly dividend of $0.49 per share and repurchased 439,000 shares during the period [10] Future Outlook - Management outlined continued investment in organic growth, global expansion, and digital capabilities, particularly in ETF and alternative product development [11] - The mergers and acquisitions pipeline remains active, with potential further expansion announcements in 2025 [11]

Core Insights - Victory Capital Holdings reported a revenue of $351.21 million for the quarter ended June 2025, marking a 59.9% increase year-over-year, with an EPS of $1.57 compared to $1.31 in the same quarter last year [1] - The revenue exceeded the Zacks Consensus Estimate of $335.82 million by 4.58%, and the EPS surpassed the consensus estimate of $1.45 by 8.28% [1] Financial Performance - The company’s shares have returned +7% over the past month, outperforming the Zacks S&P 500 composite, which saw a +1.2% change [3] - Victory Capital currently holds a Zacks Rank 3 (Hold), suggesting it may perform in line with the broader market in the near term [3] Assets Under Management (AUM) - Total ending Assets Under Management (AUM) stood at $298.56 billion, slightly below the average estimate of $298.57 billion [4] - AUM in U.S. Large Cap Equity was $61.84 billion, exceeding the average estimate of $50.78 billion, while U.S. Mid Cap Equity AUM was $31.64 billion, below the average estimate of $37.49 billion [4] - AUM in U.S. Small Cap Equity was $13.14 billion, significantly lower than the estimated $18.35 billion [4] Revenue Breakdown - Investment management fees generated revenue of $282.31 million, surpassing the average estimate of $262.94 million, reflecting a year-over-year increase of 63% [4] - Fund administration and distribution fees amounted to $68.91 million, which was below the estimated $72.87 million but still represented a 48.3% increase compared to the previous year [4] Client Cash Flows - Total net client cash flows were reported at $-804 million, worse than the average estimate of $-594.7 million [4] - Specifically, net client cash flows in U.S. Mid Cap Equity were $-748 million, compared to the average estimate of $-211.03 million [4]

Core Insights - Victory Capital Holdings (VCTR) reported quarterly earnings of $1.57 per share, exceeding the Zacks Consensus Estimate of $1.45 per share, and showing an increase from $1.31 per share a year ago, resulting in an earnings surprise of +8.28% [1] - The company achieved revenues of $351.21 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 4.58%, and up from $219.62 million year-over-year [2] - Victory Capital shares have increased approximately 5.7% year-to-date, compared to the S&P 500's gain of 7.9% [3] Earnings Outlook - The company's earnings outlook is crucial for investors, as it includes current consensus earnings expectations for upcoming quarters and any recent changes to these expectations [4] - The current consensus EPS estimate for the next quarter is $1.49 on revenues of $354.51 million, and for the current fiscal year, it is $5.97 on revenues of $1.27 billion [7] Industry Context - The Financial - Investment Management industry, to which Victory Capital belongs, is currently ranked in the top 23% of over 250 Zacks industries, indicating a favorable outlook compared to lower-ranked industries [8]

[Second-Quarter Highlights & Management Commentary](index=1&type=section&id=Second%2DQuarter%20Highlights%20%26%20Management%20Commentary) Victory Capital achieved record Q2 2025 financial results, driven by the Pioneer Investments acquisition, strong synergy realization, improved net flows, solid investment performance, and enhanced capital return initiatives - Successfully closed the acquisition of Pioneer Investments (from Amundi), achieving approximately **$70 million** of the expected **$110 million** in net expense synergies by the end of June[4](index=4&type=chunk) - Long-term net flows continued to improve for the third consecutive quarter, with net outflows at just **($660) million**, representing less than **1%** of AUM on an annualized basis[5](index=5&type=chunk)[10](index=10&type=chunk) - The Board increased the share repurchase authorization to **$500 million**. In Q2, the company returned approximately **$71 million** to shareholders through buybacks (**439,000 shares**) and cash dividends[7](index=7&type=chunk)[10](index=10&type=chunk) - The company's net debt to leverage ratio improved to **1.2x**, its lowest level since becoming a public company[7](index=7&type=chunk) - The Board authorized a regular quarterly cash dividend of **$0.49 per share**[10](index=10&type=chunk) [Financial & Operational Performance Summary](index=2&type=section&id=Financial%20%26%20Operational%20Performance%20Summary) Q2 2025 financial performance, significantly impacted by the Amundi US acquisition, saw ending AUM surge to **$298.6 billion**, with strong adjusted (Non-GAAP) growth despite GAAP pressures from acquisition costs Q2 2025 Financial & AUM Snapshot | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | **Ending AUM** | $298.6B | $167.5B | $168.7B | | **Average AUM** | $285.0B | $173.8B | $167.5B | | **Long-term Net Flows** | ($660)M | ($1,205)M | ($1,701)M | | **Revenue** | $351.2M | $219.6M | $219.6M | | **GAAP Operating Margin** | 26.8% | 42.3% | 50.4% | | **GAAP EPS (Diluted)** | $0.68 | $0.96 | $1.12 | | **Adjusted EBITDA** | $178.5M | $116.4M | $116.5M | | **Adjusted EBITDA Margin** | 50.8% | 53.0% | 53.0% | | **Adj. Net Income w/ Tax Benefit per Diluted Share** | $1.57 | $1.36 | $1.31 | [Detailed Financial Analysis](index=3&type=section&id=Detailed%20Financial%20Analysis) The Amundi US acquisition significantly drove financial results, boosting revenue and adjusted metrics while GAAP operating margins and net income contracted due to increased acquisition and restructuring costs [Second Quarter 2025 vs. First Quarter 2025 (QoQ)](index=3&type=section&id=Second%20Quarter%202025%20vs.%20First%20Quarter%202025%20%28QoQ%29) Revenue grew **59.9%** sequentially to **$351.2 million** driven by the Amundi US acquisition, while GAAP operating margin declined due to increased costs, yet adjusted net income rose **50.7%** to **$132.8 million** Q2 2025 vs Q1 2025 Performance | Metric | Q2 2025 | Q1 2025 | Change | | :--- | :--- | :--- | :--- | | Revenue | $351.2M | $219.6M | +59.9% | | GAAP Operating Margin | 26.8% | 42.3% | -1,550 bps | | GAAP Net Income | $58.7M | $62.0M | -5.2% | | Adjusted Net Income w/ Tax Benefit | $132.8M | $88.1M | +50.7% | | Adjusted EBITDA | $178.5M | $116.4M | +53.4% | [Second Quarter 2025 vs. Second Quarter 2024 (YoY)](index=3&type=section&id=Second%20Quarter%202025%20vs.%20Second%20Quarter%202024%20%28YoY%29) Year-over-year revenue grew **59.9%** to **$351.2 million** due to higher AUM, while GAAP operating margin contracted significantly, yet adjusted net income and EBITDA increased robustly Q2 2025 vs Q2 2024 Performance | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $351.2M | $219.6M | +59.9% | | GAAP Operating Margin | 26.8% | 50.4% | -2,360 bps | | GAAP Net Income | $58.7M | $74.3M | -21.0% | | Adjusted Net Income w/ Tax Benefit | $132.8M | $86.6M | +53.3% | | Adjusted EBITDA | $178.5M | $116.5M | +53.2% | [Six Months Ended June 30, 2025 vs. 2024](index=4&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20vs.%202024) First-half 2025 revenue increased **31.1%** to **$570.8 million**, while GAAP operating margin declined due to higher costs, yet adjusted net income and EBITDA grew significantly First Half 2025 vs First Half 2024 Performance | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $570.8M | $435.5M | +31.1% | | GAAP Operating Margin | 32.8% | 44.9% | -1,210 bps | | GAAP Net Income | $120.7M | $129.9M | -7.1% | | Adjusted Net Income w/ Tax Benefit | $220.9M | $169.0M | +30.7% | | Adjusted EBITDA | $294.9M | $228.9M | +28.9% | [Assets Under Management (AUM) Analysis](index=3&type=section&id=Assets%20Under%20Management%20%28AUM%29%20Analysis) Total AUM surged to **$298.6 billion** by June 30, 2025, primarily from the Amundi US acquisition, significantly altering asset class and client mix while maintaining strong investment performance [AUM, Flows, and Investment Performance](index=3&type=section&id=AUM%2C%20Flows%2C%20and%20Investment%20Performance) Total AUM reached **$298.6 billion** at quarter-end, driven by the Amundi US acquisition and market action, with solid investment performance across various long-term periods AUM Outperformance vs. Benchmark (as of June 30, 2025) | Trailing 1-Year | Trailing 3-Years | Trailing 5-Years | Trailing 10-Years | | :--- | :--- | :--- | :--- | | 56% | 58% | 67% | 73% | - **64%** of AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar[6](index=6&type=chunk) [AUM by Asset Class](index=13&type=section&id=AUM%20by%20Asset%20Class) The Amundi US acquisition significantly shifted AUM mix, making Fixed Income and Solutions the largest asset classes, each approximately **$80 billion**, with strong net flows in Solutions Ending AUM by Asset Class (June 30, 2025) | Asset Class | AUM (in millions) | % of Total Long-term AUM | | :--- | :--- | :--- | | Solutions | $79,988 | 27.1% | | Fixed Income | $79,752 | 27.0% | | U.S. Large Cap Equity | $61,844 | 21.0% | | U.S. Mid Cap Equity | $31,643 | 10.7% | | Global / Non-U.S. Equity | $25,576 | 8.7% | | U.S. Small Cap Equity | $13,140 | 4.5% | | Alternative Investments | $2,986 | 1.0% | | **Total Long-term AUM** | **$294,930** | **100.0%** | [AUM by Region](index=15&type=section&id=AUM%20by%20Region) The acquisition significantly expanded the international footprint, with non-U.S. client AUM growing from **3%** to **16%** of total AUM, reaching **$48.5 billion** by June 2025 AUM by Region Comparison | Region | June 30, 2025 | % of Total | June 30, 2024 | % of Total | | :--- | :--- | :--- | :--- | :--- | | U.S. | $250,035M | 84% | $163,146M | 97% | | Non-U.S. | $48,528M | 16% | $5,535M | 3% | | **Total AUM** | **$298,563M** | **100%** | **$168,681M** | **100%** | [AUM by Vehicle](index=16&type=section&id=AUM%20by%20Vehicle) Mutual Funds remain the largest AUM vehicle at **$168.0 billion**, while ETFs showed the strongest organic growth with **$1.3 billion** in net inflows during Q2 2025 Ending AUM by Vehicle (June 30, 2025) | Vehicle | AUM (in millions) | Q2 2025 Net Flows (in millions) | | :--- | :--- | :--- | | Mutual Funds | $167,973 | ($2,781) | | Separate Accounts and Other Vehicles | $118,615 | $672 | | ETFs | $11,975 | $1,305 | | **Total AUM** | **$298,563** | **($804)** | [Balance Sheet and Capital Management](index=4&type=section&id=Balance%20Sheet%20and%20Capital%20Management) As of June 30, 2025, total debt was approximately **$972 million**, with the Board approving a **$0.49 per share** quarterly dividend and increasing the share repurchase authorization to **$500 million** - Total debt outstanding was approximately **$972 million** as of June 30, 2025[27](index=27&type=chunk) - The Board approved a regular quarterly cash dividend of **$0.49 per share**, payable on September 25, 2025[27](index=27&type=chunk) - The Board increased the 2025 Share Repurchase Program authorization from **$200 million** to **$500 million** and extended it through December 31, 2027[28](index=28&type=chunk) [Appendix: Financial Statements](index=7&type=section&id=Appendix%3A%20Financial%20Statements) This appendix provides detailed unaudited financial statements for June 30, 2025, including Consolidated Statements of Operations, GAAP to Non-GAAP reconciliations, Condensed Consolidated Balance Sheets, and AUM breakdowns [Consolidated Statements of Operations (Unaudited)](index=7&type=section&id=Consolidated%20Statements%20of%20Operations%20%28Unaudited%29) Q2 2025 total revenue significantly increased to **$351.2 million**, but operating expenses, driven by acquisition and restructuring costs, led to GAAP net income of **$58.7 million** Q2 2025 Statement of Operations Highlights (in thousands) | Line Item | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total revenue | $351,212 | $219,621 | | Total operating expenses | $256,998 | $109,024 | | *Acquisition-related costs* | *$25,780* | *$3,049* | | *Restructuring and integration costs* | *$13,994* | *$105* | | Income from operations | $94,214 | $110,597 | | Net income | $58,734 | $74,251 | [Reconciliation of GAAP to Non-GAAP Measures (Unaudited)](index=8&type=section&id=Reconciliation%20of%20GAAP%20to%20Non%2DGAAP%20Measures%20%28Unaudited%29) This reconciliation details adjustments from GAAP Net Income to Adjusted EBITDA and Adjusted Net Income, highlighting **$54.0 million** in acquisition and restructuring costs and **$18.6 million** in intangible asset amortization for Q2 2025 Q2 2025 GAAP to Non-GAAP Reconciliation (in thousands) | Metric | Amount | | :--- | :--- | | **Net income (GAAP)** | **$58,734** | | Acquisition, restructuring and exit costs | $53,990 | | Amortization of acquisition-related intangible assets | $18,558 | | Interest expense | $12,200 | | Other adjustments | $7,049 | | **Adjusted EBITDA** | **$178,525** | | **Adjusted net income** | **$122,507** | | Tax benefit of goodwill and acquired intangible assets | $10,255 | | **Adjusted net income with tax benefit** | **$132,762** | [Condensed Consolidated Balance Sheets (Unaudited)](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20%28Unaudited%29) The June 30, 2025 balance sheet reflects the Amundi US acquisition, with total assets growing to **$4.25 billion** and total stockholders' equity doubling to **$2.47 billion**, driven by increased goodwill and intangible assets Balance Sheet Comparison (in thousands) | Asset/Liability/Equity | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Total assets | $4,249,447 | $2,547,591 | | Goodwill | $1,232,800 | $981,805 | | Other intangible assets, net | $2,515,005 | $1,260,614 | | Long-term debt, net | $965,674 | $963,862 | | Total liabilities | $1,784,322 | $1,425,954 | | Total stockholders' equity | $2,465,125 | $1,121,637 |

Core Viewpoint - Victory Capital Holdings (VCTR) is expected to report quarterly earnings of $1.45 per share, reflecting a 10.7% increase year-over-year, with revenues projected at $335.82 million, indicating a 52.9% year-over-year growth [1]. Earnings Estimates - The consensus EPS estimate has been revised downward by 0.5% over the past 30 days, indicating a collective reassessment by analysts [2]. - Revisions to earnings estimates are crucial for predicting investor actions, as empirical research shows a strong correlation between earnings estimate trends and short-term stock price performance [3]. Revenue Projections - Analysts estimate 'Revenue - Investment management fees' to reach $262.94 million, a 51.9% increase from the previous year [5]. - 'Revenue - Fund administration and distribution fees' is expected to be $72.87 million, reflecting a year-over-year change of 56.9% [5]. Assets Under Management (AUM) - The consensus estimate for 'Ending Assets Under Management' is $298.57 billion, up from $173.78 billion in the same quarter last year [6]. - 'Ending assets under management - Solutions' is projected to reach $79.99 billion, compared to $58.94 billion a year ago [7]. - 'Ending assets under management - U.S. Large Cap Equity' is expected to be $50.78 billion, significantly up from $13.98 billion in the previous year [7]. - 'Ending assets under management - U.S. Mid Cap Equity' is forecasted at $37.49 billion, compared to $31.02 billion last year [8]. - 'Ending assets under management - U.S. Small Cap Equity' is estimated at $18.35 billion, up from $15.18 billion year-over-year [8]. - 'Ending assets under management - Alternative Investments' is expected to be $2.99 billion, down from $3.39 billion last year [9]. - 'Ending assets under management - Fixed Income' is projected at $79.75 billion, a significant increase from $24.40 billion in the same quarter last year [10]. Stock Performance - Victory Capital shares have returned +7.3% over the past month, outperforming the Zacks S&P 500 composite, which changed by +0.5% [10].

The market expects Victory Capital Holdings (VCTR) to deliver a year-over-year increase in earnings on higher revenues when it reports results for the quarter ended June 2025. This widely-known consensus outlook is important in assessing the company's earnings picture, but a powerful factor that might influence its near-term stock price is how the actual results compare to these estimates. The earnings report, which is expected to be released on August 7, might help the stock move higher if these key number ...

Core Points - AeroVironment Inc. will replace ChampionX Corp. in the S&P MidCap 400, while Victory Capital Holdings Inc. will replace AeroVironment in the S&P SmallCap 600, effective July 18, 2025 [1] - Schlumberger Ltd. is acquiring ChampionX in a deal expected to close on July 16, 2025, pending final conditions [1] Summary by Category Index Changes - Effective Date: July 18, 2025 - S&P MidCap 400: Addition of AeroVironment (Ticker: AVAV, Sector: Industrials) and Deletion of ChampionX (Ticker: CHX, Sector: Energy) [2] - S&P SmallCap 600: Addition of Victory Capital Holdings (Ticker: VCTR, Sector: Financials) and Deletion of AeroVironment (Ticker: AVAV, Sector: Industrials) [2]