Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-10994 VIRTUS INVESTMENT PARTNERS, INC. (Exact name of registrant as specified in its charter) Delaware 26-3962811 State or other ...

Virtus Investment Partners, Inc. (NYSE:VRTS) Q4 2023 Earnings Conference Call February 2, 2024 10:00 AM ET Company Participants Sean Rourke - IR George Aylward - President &| CEO Michael Angerthal - CFO Conference Call Participants Crispin Love - Piper Sandler Bradley Hays - TD Cowan Michael Cyprys - Morgan Stanley Operator Good morning. My name is Dede, and I will be your conference operator today. I would like to welcome everyone to the Virtus Investment Partners Quarterly Conference Call. The slide prese ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-10994 VIRTUS INVESTMENT PARTNERS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpor ...

Virtus Investment Partners, Inc. (NYSE:VRTS) Q3 2023 Results Conference Call October 27, 2023 10:00 AM ET Company Participants Sean Rourke - IR George Aylward - President and CEO Mike Angerthal - CFO Conference Call Participants Michael Cyprys - Morgan Stanley Operator Good morning. My name is Dede, and I will be your conference operator today. I would like to welcome everyone to the Virtus Investment Partners quarterly conference call. The slide presentation for this call is available in the Investor Relat ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-10994 VIRTUS INVESTMENT PARTNERS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation ...

Financial Data and Key Metrics Changes - Total assets under management (AUM) increased by 9% to $168 billion, driven by the addition of AlphaSimplex and market appreciation [8][15] - Sales rose by 22% sequentially to $7.6 billion, reflecting strong institutional business momentum [8][21] - Earnings per share (EPS) as adjusted increased to $5.43 from $4.20 in the first quarter, marking a 29% increase [12][32] Business Line Data and Key Metrics Changes - Institutional net inflows were $2.2 billion, a significant improvement from modest net outflows in the previous quarter [9][23] - Retail separate account sales remained largely unchanged, with net outflows of $0.1 billion compared to net inflows of $0.1 billion in the first quarter [10][24] - Fund net outflows were $2.1 billion, slightly worse than $1.8 billion in the first quarter, with fixed income strategies showing improvement [10][23] Market Data and Key Metrics Changes - Institutional AUM now represents 37% of total AUM, up from 32% a year ago, while non-US clients increased to 17% from 15% [17] - Approximately 69% of institutional assets and 89% of retail separate account assets outperformed their benchmarks over five years [18] - Positive net flows were observed in global funds and ETFs, indicating improved trends in the market [11][24] Company Strategy and Development Direction - The company is focused on diversifying its business through the addition of new affiliates and expanding investment capabilities in less correlated and alternative strategies [7][16] - There is a strong emphasis on maintaining a well-positioned balance sheet while returning capital to shareholders and investing in growth initiatives [13][34] - The company continues to evaluate M&A opportunities, particularly in areas that enhance diversification and align with less correlated investment strategies [48][49] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism regarding the institutional pipeline, noting strong demand across various strategies and geographies [39] - The macroeconomic environment for fixed income strategies is expected to improve as clarity on interest rates increases [41] - The company anticipates continued positive trends in AUM and sales, supported by market appreciation and strategic initiatives [12][11] Other Important Information - The operating margin improved to 32.3%, up from 26.8% in the previous quarter, primarily due to seasonal employment expenses [12][31] - The company repurchased approximately 52,000 shares for $10 million during the quarter, reflecting its commitment to returning capital to shareholders [14][35] Q&A Session Summary Question: Fee rate dynamics with large institutional inflows - Management explained that the fee rate is influenced by the mix of AUM and the strategies involved, with institutional business now comprising a larger portion of total AUM [37][38] Question: Update on institutional pipeline and demand trends - Management confirmed a strong institutional pipeline with diverse strategies and geographies, indicating continued strength in demand [39] Question: Expectations for fixed income demand - Management noted that while retail outflows have slowed, there is potential for increased interest in fixed income strategies as clarity on rates improves [41] Question: Capital allocation and M&A activity - Management reiterated the priority of paying down the credit facility while also considering share repurchases and evaluating M&A opportunities that align with strategic goals [47][48] Question: Contingent payments from acquisitions - Management provided details on upcoming cash payments related to contingent considerations from previous acquisitions, indicating a structured payment timeline [50]

Financial Performance - Net income per diluted share for Q1 2023 was $5.21, an increase of $0.99, or 23.5%, compared to $4.22 in Q1 2022[96] - Net income attributable to Virtus Investment Partners, Inc. increased by 16.8% to $38.6 million in Q1 2023, up from $33.1 million in Q1 2022[106] - Earnings per share (diluted) rose by 23.5% to $5.21 in Q1 2023, compared to $4.22 in Q1 2022[106] - Total revenues decreased by 21.6% to $197.9 million in Q1 2023 from $252.4 million in Q1 2022, primarily due to lower average assets under management[106] Assets Under Management - Total assets under management as of March 31, 2023, were $154.8 billion, a decrease of $28.5 billion, or 15.5%, from March 31, 2022, but an increase of $5.5 billion, or 3.7%, from December 31, 2022[96] - Open-End Funds saw a decrease in assets under management from $73.1 billion in 2022 to $53.9 billion in 2023, a decline of $19.3 billion, or 26.4%[97] - Institutional Accounts experienced a decrease in assets under management from $57.3 billion in 2022 to $53.2 billion in 2023, a decline of $4.1 billion, or 7.1%[97] - Average assets under management decreased by $37.7 billion, or 19.9%, from $190.1 billion in 2022 to $152.4 billion in 2023[97] - Average assets under management for open-end funds decreased from $75.5 billion in 2022 to $54.1 billion in 2023, a decline of 28.4%[103] Sales and Outflows - Total sales in Q1 2023 were $6.2 billion, a decrease of $3.2 billion, or 33.9%, from $9.4 billion in Q1 2022[96] - Net outflows in Q1 2023 were $1.9 billion, compared to $2.0 billion in Q1 2022[96] Expenses - Total operating expenses decreased by 9.4% to $169.3 million in Q1 2023 from $186.9 million in Q1 2022[113] - Employment expenses decreased by $7.4 million, or 7.0%, to $98.6 million in Q1 2023, primarily due to lower incentive compensation[114] - Distribution and service fees decreased by $5.9 million, or 29.3%, to $14.2 million in Q1 2023, reflecting lower sales and assets for open-end funds[109] Market Performance - The company reported $7.8 billion in positive market performance in Q1 2023, partially offsetting net outflows[99] - Realized and unrealized gains on investments improved by $5.7 million in Q1 2023 compared to the same period in the prior year[121] Cash Flow - Net cash used in operating activities improved by $38.8 million, or 47.5%, to $(43.0) million for the three months ended March 31, 2023, compared to $(81.8) million in the prior year[138] - Net cash used in investing activities decreased by $9.4 million, or 41.8%, to $(13.1) million for the three months ended March 31, 2023, compared to $(22.6) million in the same period last year[139] - Net cash used in financing activities decreased by $30.7 million to $(115.1) million for the three months ended March 31, 2023, from $(145.8) million in the prior year[140] Interest and Tax - Interest expense increased by $2.7 million, or 119.6%, to $(5.0) million for the three months ended March 31, 2023, compared to the same period in the prior year[125] - Interest and dividend income surged by $2.9 million, or 887.2%, reaching $3.2 million for the three months ended March 31, 2023, primarily due to higher interest earned on cash balances[126] - Interest and dividend income from investments of CIP rose by $26.4 million, or 129.7%, totaling $46.8 million for the three months ended March 31, 2023, driven by higher average interest rates and a new CLO added in Q4 2022[127][128] - Interest expense of CIP increased by $23.1 million, or 191.2%, to $(35.2) million for the three months ended March 31, 2023, primarily due to higher average interest rates[129] - The estimated effective tax rate decreased to 20.1% for the three months ended March 31, 2023, from 30.0% in the prior year, primarily due to excess tax benefits associated with stock-based compensation[130] Acquisition - The company completed the acquisition of AlphaSimplex Group, LLC for $130.0 million, financed with existing resources and $50.0 million drawn from a revolving credit facility[95] Cash and Equivalents - Cash and cash equivalents decreased by $124.8 million, or 36.9%, to $213.4 million as of March 31, 2023, compared to $338.2 million at December 31, 2022[131] Debt - The Company had $260.9 million outstanding under its Term Loan as of March 31, 2023, with no outstanding borrowings under the revolving credit facility[141]

Financial Data and Key Metrics Changes - Total assets under management increased by 4% to $155 billion due to market appreciation, partially offset by net outflows [7] - Earnings per share as adjusted was $4.20, which included $1.11 of seasonal employment expenses, reflecting a 3% increase over the prior quarter when adjusted for those items [12][33] - Operating margin as adjusted was 26.8%, compared to 31.8% in the fourth quarter, but improved by 140 basis points to 33.2% when excluding seasonal items [32] Business Line Data and Key Metrics Changes - Retail separate account sales increased by 12%, driven by SMID equities, while total sales declined sequentially to $6.2 billion due to lower institutional sales [7][21] - Fund net outflows improved to $1.8 billion from $3.8 billion in the prior quarter, with positive net flows in emerging markets, SMID, and large-cap equity funds [8][24] - Institutional sales were $1.9 billion, down from $3 billion in the previous quarter, but the institutional pipeline remains strong [21][9] Market Data and Key Metrics Changes - The pro-forma total assets under management, including AlphaSimplex, is $162.6 billion, with institutional assets increasing to 36% of AUM [18] - Approximately 43% of rated fund assets had four or five stars, and 87% were in three, four, or five-star funds as of March 31 [19] - On a five-year basis, 74% of rated fund AUM outperformed the median performance of their peer groups [20] Company Strategy and Development Direction - The acquisition of AlphaSimplex aims to expand and diversify alternative non-correlated investment offerings, appealing across market cycles [6] - The company is focused on leveraging AlphaSimplex's capabilities to accelerate growth and expand offerings to a broader range of clients [55] - There is an ongoing interest in M&A, particularly in expanding into non-correlated strategies and international markets [65] Management's Comments on Operating Environment and Future Outlook - Management noted a meaningful improvement in open-end fund flows and a strong institutional pipeline, expecting no redemptions over the next several quarters [10][9] - The company anticipates employment expenses as a percentage of revenues to be in the range of 49% to 51%, influenced by market performance [29] - Management expressed optimism about growth opportunities, particularly in non-U.S. institutional markets [59] Other Important Information - The company ended the quarter with a modest net-debt position of $47 million, representing net leverage of 0.2 times EBITDA [34] - The first quarter is typically the highest for cash utilization due to annual incentives and other payments [35] - The company did not repurchase shares in the open market during the first quarter, focusing on maintaining a strong balance sheet [49] Q&A Session Summary Question: AlphaSimplex AUM decline and market dynamics - Management acknowledged the decline in AlphaSimplex AUM due to market performance but noted positive net flows in the first quarter [39][40] Question: Updates on travel and entertainment expenses - Management indicated that travel expenses have not fully returned to pre-COVID levels and that the new expense guidance reflects the addition of AlphaSimplex [44][47] Question: Capital allocation and share repurchases - Management explained that the decision not to repurchase shares was due to competing cash demands and maintaining a strong balance sheet [49][50] Question: Leveraging AlphaSimplex capabilities for growth - Management expressed excitement about integrating AlphaSimplex's capabilities to reach a broader range of clients and enhance product offerings [55] Question: Institutional pipeline and funding expectations - Management highlighted a robust institutional pipeline with diverse strategies, although timing of fundings remains uncertain [60][62] Question: Future M&A considerations - Management reiterated that while M&A is part of their strategy, organic growth remains the primary focus, particularly in non-U.S. markets [63][65]

[Part I](index=4&type=section&id=PART%20I) [Business](index=4&type=section&id=Item%201.%20Business) Virtus Investment Partners manages **$149.4 billion** in assets as of December 31, 2022, offering diverse investment strategies through a multi-manager model - The company utilizes a multi-manager, multi-style approach, offering investment strategies from distinct affiliated managers and select unaffiliated subadvisers[15](index=15&type=chunk) Top 3 Affiliated Managers by AUM (as of Dec 31, 2022) | Affiliated Manager | Investment Style | Assets (in billions) | | :--- | :--- | :--- | | Kayne Anderson Rudnick Investment Management | Quality-Oriented Equities | $47.4 | | Sustainable Growth Advisers | Global Growth Equities | $20.8 | | Seix Investment Advisors | Investment Grade and Leveraged Finance Fixed Income | $14.4 | Top Unaffiliated Subadviser by AUM (as of Dec 31, 2022) | Unaffiliated Subadviser | Investment Style | Assets (in billions) | | :--- | :--- | :--- | | Voya Investment Management | Income & Growth and Convertible | $9.8 | [Our Investment Managers](index=4&type=section&id=Our%20Investment%20Managers) Virtus provides investment management services through distinct affiliated managers and select unaffiliated subadvisers, with Kayne Anderson Rudnick as the largest affiliated manager by AUM [Our Investment Products](index=6&type=section&id=Our%20Investment%20Products) Virtus offers diverse investment products, with open-end funds and institutional accounts being the largest categories by AUM as of year-end 2022 AUM by Product (as of Dec 31, 2022) | Products | AUM (in billions) | | :--- | :--- | | Open-end funds | $53.0 | | Institutional accounts | $50.7 | | Retail separate accounts | $35.4 | | Closed-end funds | $10.4 | | **Total AUM** | **$149.4** | - The company managed **123 open-end funds** totaling **$53.0 billion** and **14 closed-end funds** totaling **$10.4 billion** as of December 31, 2022[25](index=25&type=chunk)[26](index=26&type=chunk) - Retail separate accounts totaled **$35.4 billion**, split between intermediary-sold accounts (**$29.2 billion**) and private client accounts (**$6.2 billion**)[27](index=27&type=chunk)[28](index=28&type=chunk) [Our Investment Management, Administration and Shareholder Services](index=8&type=section&id=Our%20Investment%20Management%2C%20Administration%20and%20Shareholder%20Services) The company's revenues are primarily derived from asset-based fees, with total investment management fees decreasing to **$728.3 million** in 2022 Fee Revenue Breakdown (in thousands) | Fee Type | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Total investment management fees | $728,339 | $781,585 | $505,338 | | Administration fees | $61,344 | $73,113 | $41,582 | | Shareholder service fees | $24,518 | $29,418 | $17,881 | | **Total** | **$814,201** | **$884,116** | **$564,801** | - Investment management fees for funds are based on average daily or weekly net assets, often with breakpoints for larger asset levels, while fees for separate and institutional accounts are negotiated[32](index=32&type=chunk)[33](index=33&type=chunk)[35](index=35&type=chunk) - The company's distribution channels include financial intermediaries for retail products and direct relationships with consultants and clients for institutional products[39](index=39&type=chunk)[40](index=40&type=chunk) - As of December 31, 2022, the company employed 772 people and emphasized competitive compensation, career development, and a diverse, equitable, and inclusive environment to attract and retain talent[48](index=48&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) [Risk Factors](index=11&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from AUM fluctuations, reliance on key personnel and technology, regulatory compliance, and debt covenants - A majority of revenues are from asset-based fees, making profitability highly sensitive to declines in AUM caused by market volatility, economic conditions, or poor investment performance[55](index=55&type=chunk)[62](index=62&type=chunk) - The business is dependent on its ability to attract and retain key employees, such as portfolio managers and sales personnel, whose departure could lead to loss of client accounts and higher costs[68](index=68&type=chunk)[71](index=71&type=chunk) - Operating in a highly regulated industry, failure to comply with laws from the SEC, FINRA, and other bodies could result in fines, penalties, and reputational harm[83](index=83&type=chunk)[84](index=84&type=chunk) - Critical technology systems are vulnerable to business interruption, security breaches, or system failures, including those of third-party providers, potentially impacting operations and profitability[78](index=78&type=chunk)[79](index=79&type=chunk) - The company's debt agreements contain covenants that could restrict cash flow available for other purposes, including capital returns to shareholders, with total debt at **$261.6 million** as of December 31, 2022[66](index=66&type=chunk) [Unresolved Staff Comments](index=18&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - None[103](index=103&type=chunk) [Properties](index=18&type=section&id=Item%202.%20Properties) The company leases its principal executive offices in Hartford, CT, and additional offices across the U.S., Singapore, and the UK - The principal office is located at One Financial Plaza, Hartford, CT, with additional leased offices in various U.S. states, Singapore, and the UK[104](index=104&type=chunk) [Legal Proceedings](index=18&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 12, "Commitments and Contingencies" - Details on legal proceedings are incorporated by reference from Part II, Item 8, Note 12 of the Form 10-K[105](index=105&type=chunk) [Mine Safety Disclosures](index=18&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[106](index=106&type=chunk) [Part II](index=19&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=19&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) The company's common stock trades on NASDAQ under "VRTS", with a **$1.65** quarterly dividend declared and **$90.0 million** in share repurchases in 2022 - Common stock is traded on the NASDAQ Global Market under the symbol "VRTS", with **7,181,554 shares outstanding** as of February 10, 2023[109](index=109&type=chunk) - On February 22, 2023, the Board of Directors declared a quarterly cash dividend of **$1.65 per common share**[111](index=111&type=chunk) 2022 Share Repurchase Summary | Metric | Value | | :--- | :--- | | Total Shares Repurchased | 451,097 | | Total Cost | $90.0 million | | Shares Remaining for Repurchase (as of Dec 31, 2022) | 828,352 | [Reserved](index=20&type=section&id=Item%206.%20Reserved) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2022, AUM decreased **20.2%** to **$149.4 billion** due to market depreciation and net outflows, leading to a **9.5%** revenue decline and **40.4%** diluted EPS decrease Financial Highlights 2022 vs. 2021 | Metric | 2022 | 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Total Sales | $30.3B | $36.5B | (17.0)% | | Net Flows | $(13.4)B | $3.5B | N/A | | AUM (Year-End) | $149.4B | $187.2B | (20.2)% | | Diluted EPS | $15.50 | $26.01 | (40.4)% | - The decrease in AUM was primarily due to **$37.1 billion** of negative market performance and **$13.4 billion** of net outflows, partially offset by **$14.7 billion** in AUM from the acquisition of Stone Harbor[134](index=134&type=chunk) - The company continued its acquisition strategy, acquiring Stone Harbor on January 1, 2022, and entering an agreement to acquire AlphaSimplex in October 2022[130](index=130&type=chunk)[131](index=131&type=chunk) [Assets Under Management](index=22&type=section&id=Assets%20Under%20Management) Total AUM decreased **20.2%** to **$149.4 billion** in 2022 due to market depreciation and net outflows, with the average fee rate declining to **41.6 basis points** AUM by Product (in millions) | Product | Dec 31, 2022 | Dec 31, 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Open-End Funds | $53,000 | $78,706 | (32.7)% | | Closed-End Funds | $10,361 | $12,068 | (14.1)% | | Retail Separate Accounts | $35,352 | $44,538 | (20.6)% | | Institutional Accounts | $50,663 | $51,874 | (2.3)% | | **Total AUM** | **$149,376** | **$187,186** | **(20.2)%** | Total Asset Flows (in millions) | Flow Component | 2022 | 2021 | | :--- | :--- | :--- | | Inflows | $30,293 | $36,496 | | Outflows | $(43,736) | $(33,014) | | **Net Flows** | **$(13,443)** | **$3,482** | | Market Performance | $(37,083) | $19,352 | - The average fee rate earned on all products decreased by **1.3 basis points** to **41.6 basis points** in 2022, primarily due to a lower proportion of AUM in higher-fee equity products[144](index=144&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) In 2022, total revenues decreased **9.5%** to **$886.4 million**, operating expenses increased **5.4%**, and net income attributable to Virtus fell **43.5%** to **$117.5 million** Summary of Operations (in thousands) | Line Item | 2022 | 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Total revenues | $886,379 | $979,234 | (9.5)% | | Total operating expenses | $688,919 | $653,746 | 5.4% | | Operating income | $197,460 | $325,488 | (39.3)% | | Net Income Attributable to Virtus | $117,541 | $208,131 | (43.5)% | - Investment management fees, the largest revenue component, decreased by **6.8%** to **$728.3 million** due to lower average AUM and a lower average fee rate[150](index=150&type=chunk)[151](index=151&type=chunk) - Operating expenses increased primarily due to a **$36.0 million (40.0%)** rise in other operating expenses from acquisitions and a **$14.0 million (31.5%)** increase in amortization expense[156](index=156&type=chunk)[159](index=159&type=chunk)[165](index=165&type=chunk) - Other income (expense), net, swung to a loss of **$(51.9) million** from a gain of **$6.4 million** in 2021, mainly due to net realized and unrealized losses on investments and consolidated investment products (CIP)[166](index=166&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) The company ended 2022 with **$338.2 million** in cash, with operating cash flow decreasing to **$132.7 million**, and **$255.0 million** in debt outstanding Key Balance Sheet and Cash Flow Data (in thousands) | Metric | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $338,234 | $378,921 | | Debt | $255,025 | $266,346 | | Total equity | $822,936 | $836,627 | | Cash from Operating activities (YTD) | $132,670 | $665,729 | | Cash from Investing activities (YTD) | $(27,467) | $(175,033) | | Cash from Financing activities (YTD) | $(102,057) | $(244,400) | - The decrease in operating cash flow was primarily due to a **$396.2 million** reduction in net sales of investments by consolidated investment products (CIP) and a decrease in accrued compensation balances[184](index=184&type=chunk) - At year-end, **$261.6 million** was outstanding under the Term Loan, and the **$175.0 million** revolving credit facility was undrawn[188](index=188&type=chunk) [Critical Accounting Policies and Estimates](index=31&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies involve consolidation of investment products, fair value measurement, goodwill and intangible asset valuation, revenue recognition, and income tax accounting - Consolidation policy requires evaluation of Variable Interest Entities (VIEs), such as CLOs, to determine if the company is the primary beneficiary, which involves significant judgment[191](index=191&type=chunk)[192](index=192&type=chunk) - Fair value measurement (ASC 820) is used for financial instruments, with contingent consideration from acquisitions categorized as Level 3, requiring valuation via simulation models with unobservable inputs[196](index=196&type=chunk)[202](index=202&type=chunk) - Goodwill (**$348.8 million**) and intangible assets (**$442.5 million**) are tested for impairment annually, requiring estimates of fair value and future cash flows, with no impairments identified in 2022[209](index=209&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk) - Revenue from asset-based fees is considered constrained and is recognized at the end of the contractual measurement period when asset values are determinable[212](index=212&type=chunk)[213](index=213&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risk, with a **10%** change in investment fair value impacting pre-tax earnings by **$22.5 million**, and interest rate risk affecting fixed income investments and floating-rate debt - A **10%** change in the fair value of the company's **$225.1 million** in investment securities and net interests in CIP would result in a corresponding **$22.5 million** change in pre-tax earnings[232](index=232&type=chunk) - A hypothetical **100 basis point** change in interest rates would change the fair value of fixed income investments by an estimated **$2.7 million**[234](index=234&type=chunk) - Given the **$261.6 million** outstanding floating-rate Term Loan, a **100 basis point** change in the base rate would change annual interest expense by an estimated **$2.6 million**[235](index=235&type=chunk) [Financial Statements and Supplementary Data](index=36&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Audited consolidated financial statements, the independent auditor's report, and supplementary data are presented under Item 15 - The required financial statements and related reports are located in Item 15, starting on page F-1[236](index=236&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=36&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[237](index=237&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2022, with no material changes during Q4 2022 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2022[241](index=241&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2022, based on the COSO (2013) framework[243](index=243&type=chunk) - No material changes were made to the internal control over financial reporting during the fourth quarter of fiscal 2022[242](index=242&type=chunk) [Other Information](index=37&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[245](index=245&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=37&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[246](index=246&type=chunk) [Part III](index=38&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=38&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Shareholders - Information is incorporated by reference from the 2023 Annual Meeting of Shareholders proxy statement[249](index=249&type=chunk) [Executive Compensation](index=38&type=section&id=Item%2011.%20Executive%20Compensation) Information is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Shareholders - Information is incorporated by reference from the 2023 Annual Meeting of Shareholders proxy statement[250](index=250&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=38&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information is incorporated by reference from the 2023 proxy statement, detailing equity compensation plan securities - Information required by Item 403 of Regulation S-K is incorporated by reference from the 2023 proxy statement[251](index=251&type=chunk) Equity Compensation Plan Information (as of Dec 31, 2022) | Plan Category | Securities to be Issued Upon Exercise | Securities Available for Future Issuance | | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 377,087 | 655,343 | | Equity compensation plans not approved by security holders | — | — | | **Total** | **377,087** | **655,343** | [Certain Relationships and Related Transactions, and Director Independence](index=38&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Shareholders - Information is incorporated by reference from the 2023 Annual Meeting of Shareholders proxy statement[254](index=254&type=chunk) [Principal Accountant Fees and Services](index=38&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Shareholders - Information is incorporated by reference from the 2023 Annual Meeting of Shareholders proxy statement[255](index=255&type=chunk) [Part IV](index=39&type=section&id=PART%20IV) [Exhibits and Financial Statement Schedules](index=39&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements, omitted schedules, and a comprehensive list of exhibits filed with the Form 10-K - The Report of Independent Registered Public Accounting Firm and the Consolidated Financial Statements of Virtus are included in this Annual Report[258](index=258&type=chunk) - A list of exhibits filed with the report is provided, including material contracts, subsidiary lists, consents, and certifications from the CEO and CFO[260](index=260&type=chunk)[261](index=261&type=chunk) [Form 10-K Summary](index=41&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no Form 10-K summary - None[264](index=264&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VIRTUS INVESTMENT PARTNERS, INC. (Exact name of registrant as specified in its charter) Delaware 26-3962811 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifi ...