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, 2025 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 ...

Group 1: Gator Capital Management Performance - Gator Capital Management's Gator Financial Partners, LLC returned 4.14%, Gator Offshore Partners, Ltd. returned 3.96%, and Gator Qualified Partners, LLC returned 6.10% in Q4 2025, outperforming the S&P 500 Total Return Index's 2.65% and the S&P 1500 Financials Index's 1.95% [1] - For the full year 2025, Gator Funds achieved returns of 31.94%, 30.90%, and 16.92%, significantly exceeding both the broader market and the Financials sector benchmark [1] Group 2: PayPal Holdings, Inc. Performance - PayPal Holdings, Inc. (NASDAQ:PYPL) stock closed at $40.81 per share on February 17, 2026, with a one-month return of -26.98% and a twelve-month decline of 47.92% [2] - PayPal's revenue for FY 2025 grew by 4% on a spot and currency-neutral basis, reaching $33.2 billion [4] Group 3: Investment Sentiment on PayPal - Carillon Eagle Small Cap Growth Fund identified PayPal as a top detractor for FY 2025 and exited its position in Q4 due to ongoing business challenges highlighted by management during conferences [3] - PayPal Holdings, Inc. is not among the 30 Most Popular Stocks Among Hedge Funds, with 86 hedge fund portfolios holding the stock at the end of Q3 2025, down from 89 in the previous quarter [4]

Core Viewpoint - Deep Grains Holdings Ltd and Maximilien Xavier Desmarais have acquired an additional 18,072,000 common shares of Vertiqal Studios Corp, increasing their ownership stake to 13.8% of the company's issued and outstanding shares on a partially diluted basis [1][3]. Group 1: Acquisition Details - The Acquirors, prior to the transaction, held 110,552,253 common shares, which included 37,541,000 issued shares and a convertible debenture convertible into 73,011,253 common shares [2]. - After the transaction, the total number of common shares owned by the Acquirors is now 128,624,253, which includes 55,613,000 issued shares and the same 73,011,253 shares from the convertible debenture [3]. Group 2: Future Intentions - The Acquirors may acquire additional common shares or other securities of Vertiqal Studios Corp in the future, depending on market conditions and the company's business prospects [4]. - Currently, the Acquirors have no immediate intention to acquire more securities but may evaluate their position based on the company's financial condition and market factors [5]. Group 3: Regulatory Compliance - This press release is issued in compliance with the early warning requirements of National Instrument 62-103, which mandates filing on SEDAR+ along with an Early Warning Report related to the transaction [6].

Core Viewpoint - The Acquiror, Razvan Romanescu, disposed of 18,000,000 common shares of Vertiqal Studios Corp, reducing their ownership stake in the company. Group 1: Ownership Changes - Prior to the transaction, the Acquiror held 99,763,516 common shares, which included 96,259,583 issued shares and a convertible debenture convertible into 3,503,933 common shares, representing 11.57% of the total issued shares on a partially diluted basis [2] - After the transaction, the Acquiror's ownership decreased to 81,764,516 common shares, which includes 78,259,583 issued shares and the same 3,503,933 shares from the convertible debenture, now representing 9.48% of the total issued shares on a partially diluted basis [3] Group 2: Future Intentions - The Acquiror may acquire additional common shares or other securities of the Issuer in the future, depending on market conditions and the Issuer's business prospects [4] - The Acquiror disposed of the shares for investment purposes and currently has no intention of acquiring more securities, but may reconsider based on the Issuer's financial condition and market factors [5] Group 3: Regulatory Compliance - The press release is issued in accordance with the early warning requirements of National Instrument 62-103, which mandates filing on SEDAR+ along with an Early Warning Report related to the transaction [6]

Core Viewpoint - Virtus Investment Partners, Inc. reported mixed financial results for Q4 2025, showing strength in GAAP revenues but facing pressures on adjusted metrics due to market conditions and significant net outflows of $8.1 billion [1]. Financial Performance - GAAP Revenues were $208.0 million, down 11% year-over-year from $233.5 million in Q4 2024, exceeding consensus estimates of around $194.29 million, resulting in a positive surprise of approximately 7% [4]. - Adjusted Revenues were $188.9 million, also down 11% year-over-year from $212.0 million, falling short of consensus views of around $192–$198 million, with a miss of about 1–2% [4]. - GAAP Diluted EPS was $5.17, up 11% from $4.66 in the prior-year quarter [4]. - Adjusted Diluted EPS was $6.50, down 13% from $7.50 in Q4 2024 [4]. Market Dynamics - Year-over-year declines in revenues and adjusted EPS were driven by challenges including net outflows, particularly in equity and institutional strategies, and shifts in market favor away from certain quality-growth approaches [2]. Valuation Metrics - VRTS trades at a low valuation with a P/E ratio of approximately 6.84, a price-to-sales ratio of about 1.12, an enterprise value to operating cash flow ratio of around 12.24, and an earnings yield of roughly 14.61%, suggesting potential undervaluation relative to earnings and sales generation [3]. - The stock experienced downward pressure post-release, reflecting market concerns over outflows and mixed earnings performance [3].

Group 1 - SoftBank Group is reportedly considering increasing its investment in OpenAI by $30 billion, which would raise its stake from 11% to become one of OpenAI's largest backers [2][3] - The potential investment follows SoftBank's previous commitment of $22.5 billion made in December, which brought its total stake in OpenAI to 11% [3][5] - OpenAI is seeking to raise up to $100 billion in a funding round, with major companies like Amazon, Microsoft, and Nvidia in discussions to participate [4] Group 2 - SoftBank's total investment commitment to OpenAI has reached $40 billion, with the latest payment being between $22 billion and $22.5 billion [5][6] - The funding is intended to support OpenAI's AI infrastructure, particularly the Stargate joint venture with Oracle and SoftBank [6] - SoftBank's Chairman and CEO Masayoshi Son expressed alignment with OpenAI's vision for artificial general intelligence (AGI) to benefit humanity [7]

Financial Data and Key Metrics Changes - Assets under management (AUM) decreased to $159 billion from $169 billion due to net outflows and market performance [6][14] - Total sales were $5.3 billion, down from $6.3 billion in the previous quarter [6][15] - Net outflows totaled $8.1 billion, significantly higher than $3.9 billion in the prior quarter [7][16] - Earnings per share, as adjusted, declined to $6.50 from $6.69 in the third quarter [9][21] - Operating margin decreased to 32.4% from 33% in the previous quarter [9][20] Business Line Data and Key Metrics Changes - Equity net outflows were primarily driven by quality-oriented strategies, with institutional net outflows of $3 billion [7][16] - Fixed income strategies experienced modestly negative net flows of $0.1 billion, while alternative strategies were essentially break-even [7][16] - ETFs generated $0.6 billion of positive net flows, sustaining strong organic growth [16] Market Data and Key Metrics Changes - The market environment favored momentum-driven stocks, leading to underperformance in quality-oriented equity strategies [3][10] - January sales showed improvement, reaching the highest level since June, indicating a potential shift in investor sentiment [8] Company Strategy and Development Direction - The company is focusing on broadening its product offerings, including the launch of new actively managed ETFs and expansion into private markets [4][5] - The acquisition of Keystone National Group aims to enhance private market offerings and provide differentiated strategies [12][13] - The company is also exploring opportunities for diversification, particularly in non-U.S. markets and growth equity strategies [30][32] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenging environment for quality-oriented equity strategies but expressed confidence in their long-term performance [3][10] - There are encouraging signs of broadening investor sentiment, with hopes for improved flows in the upcoming quarters [8][42] - The company remains committed to balancing capital priorities, including investments in growth and returning capital to shareholders [54] Other Important Information - The company repurchased approximately 60,000 shares for $10 million during the quarter, with a total of $60 million used for share repurchases over the year [11][22] - The effective tax rate was 25.3%, with expectations to decrease to 23%-24% in the second quarter due to the addition of Keystone [21] Q&A Session Summary Question: Can you elaborate on the fee rate compression in the quarter? - The fee rate was impacted by discrete expenses, particularly on the ETF side, but remained relatively stable quarter-over-quarter [25][26] Question: What are the future transaction opportunities for diversification? - The company is considering both private markets and growth equity strategies for future transactions, focusing on broadening distribution channels [29][30] Question: What is the software exposure across AUM? - The company is generally underweight in technology, which has affected the performance of quality-oriented equities [39][40] Question: What drove the acceleration in negative flows in Q4? - The negative flows were primarily due to the underperformance of quality-oriented strategies and seasonal tax loss harvesting [41][42] Question: Can you discuss the growth opportunities from the Keystone transaction? - There is significant potential to leverage Keystone's existing capabilities in wealth management and institutional channels for growth [48][49]

Financial Data and Key Metrics Changes - Assets under management (AUM) decreased to $159 billion from $169 billion due to net outflows and market performance [6][14] - Total sales were $5.3 billion, down from $6.3 billion in the previous quarter [6][15] - Net outflows totaled $8.1 billion, significantly higher than $3.9 billion in the prior quarter [7][16] - Earnings per share (EPS) adjusted was $6.50, a decline from $6.69 in the previous quarter [9][21] - Operating margin decreased to 32.4% from 33% in the prior quarter [9][20] Business Line Data and Key Metrics Changes - Equity net outflows were primarily driven by quality-oriented strategies, with institutional net outflows of $3 billion [7][16] - Fixed income net flows were modestly negative at $0.1 billion, but certain strategies saw positive flows [7] - ETFs generated $0.6 billion of positive net flows, continuing strong momentum [16] Market Data and Key Metrics Changes - The market environment favored momentum-driven stocks, leading to underperformance in quality-oriented equity strategies [3] - January sales showed improvement, reaching the highest level since June, indicating a potential shift in investor sentiment [8] Company Strategy and Development Direction - The company is focusing on broadening product offerings, including the introduction of new actively managed ETFs and expansion into private markets [4][5] - The acquisition of Keystone National Group aims to enhance private market offerings and provide differentiated strategies [12][13] - The company is also exploring opportunities for growth in non-U.S. markets and other distribution channels [29][50] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenging environment for quality-oriented equity strategies but expressed confidence in their long-term performance [3][10] - There are encouraging signs of broadening investor sentiment, with hopes for a recovery in quality strategies [8][41] - The company remains committed to balancing capital priorities, including investments in the business and returning capital to shareholders [11][54] Other Important Information - The company repurchased approximately 60,000 shares for $10 million in the quarter, totaling $60 million for the year [11][22] - The effective tax rate was 25.3%, expected to decrease to 23%-24% with the addition of Keystone [21] Q&A Session Summary Question: Can you elaborate on the fee rate compression in the quarter? - The fee rate was impacted by discrete expenses, particularly on the ETF side, but remained relatively stable [25][26] Question: What are the future transaction opportunities for diversification? - The company is considering both private markets and growth equity strategies for future transactions [28][29] Question: What is the software exposure across AUM? - The company is generally underweight in technology, which has affected the performance of quality-oriented equities [38][39] Question: What drove the acceleration in negative flows quarter to quarter? - The underperformance of quality-oriented strategies and seasonal tax loss harvesting contributed to increased outflows [40][41] Question: Can you discuss the growth opportunities with the Keystone transaction? - There is significant potential to leverage Keystone's capabilities in wealth management and institutional channels [48][50] Question: How will capital deployment priorities shift with recent transactions? - The company will maintain a balanced approach to capital allocation, emphasizing repurchases and dividends while considering new investments [52][54]

Financial Data and Key Metrics Changes - Assets under management (AUM) decreased to $159 billion from $169 billion due to net outflows and market performance [5][6] - Total sales were $5.3 billion, down from $6.3 billion in the previous quarter [5][15] - Net outflows totaled $8.1 billion, significantly higher than $3.9 billion in the prior quarter [6][16] - Earnings per share (EPS) declined to $6.50 from $6.69 in the previous quarter [9][20] - Operating margin decreased to 32.4% from 33% in the prior quarter [9][18] Business Line Data and Key Metrics Changes - Quality-oriented equity strategies, which represent half of AUM, faced increased net outflows due to market preference for momentum-driven stocks [3][6] - Fixed income strategies experienced modestly negative net flows of $0.1 billion, while certain fixed income strategies saw positive net flows [6][9] - ETFs generated $0.6 billion of positive net flows, continuing strong momentum with a 72% year-over-year increase in AUM [14][15] Market Data and Key Metrics Changes - The U.S. retail funds faced headwinds, but January sales were the highest since June, indicating a potential recovery in investor sentiment [8] - Institutional net outflows were primarily driven by redemptions in quality domestic and global large cap growth strategies [16] Company Strategy and Development Direction - The company is focusing on broadening its product offerings, including the introduction of new actively managed ETFs and expansion into private markets [4][5] - The acquisition of Keystone National Group aims to enhance private market offerings and provide differentiated strategies [12][13] - The company is also exploring opportunities for growth in non-U.S. markets and other distribution channels [29][30] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenging environment for quality-oriented equity strategies but expressed confidence in their long-term performance [3][10] - There are encouraging signs of broadening investor sentiment, with hopes for a recovery in quality-oriented strategies [8][41] - The company remains committed to maintaining financial flexibility while balancing capital priorities [10][11] Other Important Information - The company repurchased approximately 60,000 shares for $10 million in the quarter, totaling $60 million for the year [11][22] - The effective tax rate was 25.3%, expected to decrease to 23%-24% with the addition of Keystone [20][21] Q&A Session Summary Question: What was the driver of the fee rate compression in the quarter? - The fee rate was impacted by discrete expenses, particularly on the ETF side, but remained relatively stable [25][26] Question: Do you see future transactions as an avenue for additional diversification? - The company is focused on diversifying offerings and distribution channels, including potential M&A opportunities [28][29] Question: What is the software exposure across AUM? - The company is generally underweight in technology, which has affected the performance of some quality-oriented equities [36][37] Question: What drove the acceleration in negative flows quarter to quarter? - The underperformance of quality-oriented strategies and seasonal tax loss harvesting contributed to increased outflows [40][41] Question: Can you discuss the go-to-market opportunity with Keystone? - There is significant potential to leverage Keystone's existing capabilities in the wealth management channel and expand into institutional markets [47][49] Question: How might capital deployment priorities shift with recent transactions? - The company will maintain a balanced approach to capital allocation, emphasizing repurchases and dividends while considering strategic M&A opportunities [52][53]

Core Insights - Virtus Investment Partners (VRTS) reported a revenue of $188.9 million for the quarter ended December 2025, reflecting a year-over-year decline of 10.9% [1] - The earnings per share (EPS) for the same period was $6.50, down from $7.50 a year ago, with a consensus EPS estimate of $6.41, resulting in a surprise of +1.35% [1] - The reported revenue fell short of the Zacks Consensus Estimate of $191.29 million, indicating a surprise of -1.25% [1] Financial Performance Metrics - Total Assets Under Management (AUM) stood at $159.49 billion, below the two-analyst average estimate of $162.72 billion [4] - Net flows were reported at $-8.1 billion, compared to the average estimate of $-7.44 billion based on two analysts [4] - Revenue from administration and shareholder service fees was $18.35 million, slightly below the average estimate of $18.43 million [4] - Revenue from other income and fees was $1.62 million, exceeding the two-analyst average estimate of $0.98 million [4] Stock Performance - Shares of Virtus have returned -11.9% over the past month, contrasting with the Zacks S&P 500 composite's -1.5% change [3] - The stock currently holds a Zacks Rank 3 (Hold), suggesting it may perform in line with the broader market in the near term [3]