Core Insights - Victory Capital reported Total Assets Under Management (AUM) of $303.7 billion as of August 31, 2025 [1] - The company also reported Other Assets amounting to $2.7 billion, leading to Total Client Assets of $306.4 billion [1]

Core Insights - Victory Capital Holdings, Inc. (VCTR) reported assets under management (AUM) of $299.8 billion for July 2025, reflecting a marginal increase from June 30, 2025 [1][8] - The U.S. mid-cap equity AUM increased by 1% to $31.9 billion, while U.S. small-cap equity AUM declined by 4.4% to $12.6 billion [1][8] - The global/non-U.S. equity AUM rose slightly to $25.8 billion, and U.S. large-cap equity AUM increased marginally to $62.3 billion [1][8] Asset Class Performance - Victory Capital recorded $80.8 billion in Solutions, up 1.1% from June 2025 [2] - Alternative investments asset balance increased slightly to $2.9 billion, while fixed-income AUM totaled $79.7 billion, showing a marginal decrease [2] - Money market/short-term assets rose by 2.3% to $3.7 billion [2] Business Model and Market Position - The strong positioning of VCTR's integrated multi-boutique business model in a fast-expanding market is expected to enhance its performance in the near term [3] Stock Performance - Over the past six months, VCTR shares have gained 3.7%, outperforming the industry's growth of 1.8% [4] Comparison with Other Asset Managers - Franklin Resources, Inc. (BEN) reported preliminary AUM of $1.62 trillion as of July 31, 2025, which increased slightly from the prior month [6] - Invesco (IVZ) reported AUM of $2,024.5 billion as of July 31, 2025, reflecting a 1.2% increase from the previous month [9]

[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].