Victory Capital Conference Call Summary Company Overview - **Company**: Victory Capital (NasdaqGS: VCTR) - **Assets Under Management**: Over $300 billion as of the end of 2025 [3] - **Business Model**: Operates a multi-independent investment boutique model, combining boutique advantages with centralized resources [3] Industry Consolidation - **Consolidation Trend**: The investment industry is undergoing significant consolidation, with larger firms acquiring smaller ones for scale and distribution [4][5] - **Victory's Role**: Victory Capital has completed 8 acquisitions since its management buyout in 2013 and aims to be a consolidator in the industry [4] - **Growth Objective**: Aiming for $1 trillion in assets under management, which is three times its current level, to remain competitive [5] Financial Performance - **Earnings Growth**: Victory has achieved a 21% cumulative annual growth rate in earnings since going public in 2018, the best in its sector [6] - **Net Flows**: Despite strong earnings, net flows have been negative recently, with active mutual funds experiencing $800 billion in net outflows [6] - **Distribution Investments**: The acquisition of Pioneer has allowed Victory to double its distribution efforts and expand internationally, managing money for clients in 60 countries [6][7] Growth Drivers - **International Distribution**: The international channel is seen as a significant growth opportunity, with a 15-year distribution agreement with Amundi, a $2.7 trillion manager [25][29] - **ETF Growth**: Victory's ETF platform, VictoryShares, is expected to continue growing, with an average fee of 34 basis points and a focus on active solutions [11][12] - **Investment Performance**: Strong investment performance across various asset classes is driving growth, with a focus on independent investment processes [34][35] M&A Strategy - **M&A Approach**: Victory's M&A strategy focuses on acquiring businesses that enhance its platform, expand distribution, and provide size and scale [15][16] - **Pioneer Acquisition**: The acquisition of Pioneer has provided significant synergies, including $110 million in net expense synergies and close to 20% accretion [16][17] - **Alternatives Market**: Victory is cautious about entering the alternatives market, viewing it as richly valued but acknowledges the need for retail investors to access private markets [18][19] Product Development - **SMA Initiatives**: Victory is looking to grow its retail SMA offerings, which are currently net flow positive but not at desired levels [48] - **ETF Share Classes**: There is potential for many mutual funds to have ETF share classes, which could positively impact flows, although not all funds will transition [51][52] Conclusion - **Future Outlook**: Victory Capital is positioned for growth through international expansion, ETF development, and strategic acquisitions, while maintaining a strong focus on investment performance and client experience [20][34]

Victory Capital Conference Call Summary Company Overview - **Company**: Victory Capital (NasdaqGS: VCTR) - **AUM**: Ended 2025 with $317 billion in Assets Under Management (AUM) [2][7] Key Drivers and Strategies 1. **Amundi Pioneer Acquisition Integration**: - 90% of planned $110 million in net expense synergies completed, with $97 million achieved [7][8] - Focus on completing integration and enhancing distribution platform [7][8] 2. **Distribution Platform Development**: - Expansion of international distribution channels, with positive net flows since acquiring Pioneer [8][9] - Launched five UCITS, including three legacy Victory products, and started selling U.S.-listed ETFs [8][33] 3. **M&A Activity**: - Actively pursuing acquisitions, targeting firms with AUM between $50 billion and $200 billion [9][12] - Emphasis on acquiring sizable platforms similar to the Pioneer acquisition [9][12] Market Sentiment and Challenges 1. **Industry Sentiment**: - Smaller asset managers face challenges in maintaining independence due to distribution and operational costs [22][24] - Increasing trend of firms considering acquisitions or being acquired [26] 2. **Client Segmentation**: - Focus on growing in retirement, insurance, and RIA channels [29][30] - International markets, particularly Asia and Europe, seen as significant growth opportunities [56][58] Product Development and Performance Metrics 1. **Investment Performance**: - Monitoring investment performance as a key metric for success post-acquisition [37] - Positive net flows and strong product demand since Pioneer acquisition [38] 2. **Growth Areas**: - Strong growth anticipated in VictoryShares (ETF business) and fixed income products [41][42] - Development of model portfolios and tax-efficient products planned for 2026 [65][70] Financial Performance and Projections 1. **Margins**: - Current margin guidance at 49%, with recent quarters exceeding 52% [73] - Focus on scalable technology to maintain margins [74] 2. **AUM Growth Target**: - Long-term goal of reaching $1 trillion in AUM, primarily through M&A [75][77] - Expectation of low single-digit organic growth alongside larger acquisitions [77] Capital Allocation Strategy 1. **Prioritization of Acquisitions**: - Primary use of capital will be for acquisitions, followed by stock buybacks [89][92] - Commitment to maintaining and increasing dividends [92] Future Outlook 1. **Industry Trends**: - Anticipation of consolidation within the asset management industry, with larger firms likely to succeed [94][95] - Importance of operational efficiency and technological investment highlighted for future competitiveness [96] 2. **Market Positioning**: - Victory Capital aims to be a trillion-dollar manager with a diverse product offering, including public markets, private markets, and international products [80][81]

Group 1 - The total Assets Under Management (AUM) includes both discretionary and non-discretionary assets, excluding Other Assets [1] - AUM encompasses various types of funds, including institutional and retail share classes, money market, and VIP funds [1] - The report includes wrap program accounts, Collective Investment Trusts (CITs), Unified Managed Accounts (UMAs), UCITS, private funds, and non-U.S. domiciled pooled vehicles [1] Group 2 - The data represents only ETF assets held by third parties, excluding those held by other Victory Capital products [2] - Low-fee institutional assets, which range from 2 to 4 basis points, are included in Victory's Regulatory Assets Under Management reported in Form ADV Part 1 [2]

Financial Data and Key Metrics Changes - The company achieved record-high gross flows and net flows finished just under flat for the quarter, with total assets reaching $313 billion [5] - Adjusted EBITDA set a new all-time quarterly high at $191 million, resulting in an adjusted EBITDA margin of 52.7% [5][22] - Adjusted earnings per diluted share rose to a record $1.63, up 4% from the second quarter and 20% higher than the quarter preceding the Amundi transaction [5][22] - Revenue increased 3% from the second quarter to $361.2 million, with average assets for the quarter rising 7% quarter over quarter [21] - The company returned a total of $163 million to shareholders in the quarter, marking an all-time high [22][28] Business Line Data and Key Metrics Changes - Long-term gross flows rose 10% quarter over quarter to $17 billion, reflecting the expanded U.S. distribution team and strong sales outside the U.S. [5][24] - Multiple investment franchises generated positive net long-term flows, including Victory Income Investors, Pioneer Investments, RS Global, Trivalent, and the VictoryShares ETF platform [24] - Year-to-date positive net flows for the ETF platform reached $5.4 billion, representing a 53% organic growth rate [13] Market Data and Key Metrics Changes - The company currently manages $52 billion of AUM from clients outside the U.S. across 60 countries, with net flows remaining positive [7] - 17% of total AUM was from investors outside the United States as of quarter end [23] Company Strategy and Development Direction - The company aims to be a $1 trillion firm, focusing on strategic acquisitions that enhance its competitive position and shareholder value [34][36] - The integration process at Pioneer Investments is ahead of plan, with $86 million of net expense synergies achieved on a run-rate basis [6][40] - The company is investing in expanding its distribution capacity outside the U.S. and launching new UCITS products [8][9] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the distribution opportunities outside the U.S. and the potential for significant growth in 2026 [11][48] - The company anticipates a transformational opportunity in the non-U.S. segment, with strong sales expected from legacy Victory products [48] - Management highlighted the importance of strategic acquisitions in a fragmented industry, emphasizing the need for firms to partner to grow [36][72] Other Important Information - The company has achieved $86 million of net expense synergies and expects to reach a total of $110 million [6][25] - The balance sheet remains strong with $116 million of cash and a net leverage ratio of 1.1x, providing financial flexibility for growth [22][28] Q&A Session Summary Question: M&A Strategy and Focus - Management aims for strategic acquisitions rather than purely financial transactions, with a focus on enhancing the company's capabilities and shareholder value [34][36] Question: Pioneer Acquisition Synergies - The company is ahead of synergy targets due to conservative planning and the identification of operational efficiencies [38][40] Question: Non-U.S. Business Performance - Positive net sales have primarily come from the Pioneer franchise, with expectations for increased flows from legacy Victory products in 2026 [46][48] Question: Inorganic Pipeline and Risks - The inorganic pipeline is full, with active discussions ongoing, and the environment for acquisitions has improved [72][73] Question: Integration Challenges with Alternatives - Management is aware of cultural integration challenges and has been patient in observing the market before pursuing acquisitions in the alternatives space [77]

Financial Data and Key Metrics Changes - The company achieved record-high gross flows and net flows finished just under flat for the quarter, with total assets reaching $313 billion [5] - Adjusted EBITDA set a new all-time quarterly high at $191 million, resulting in an adjusted EBITDA margin of 52.7% [5][22] - Adjusted earnings per diluted share rose to a record $1.63, up 4% from the second quarter and 20% higher than the quarter immediately preceding the Amundi transaction [5][22] Business Line Data and Key Metrics Changes - Long-term gross flows rose 10% quarter over quarter to $17 billion, reflecting the expanded U.S. distribution team and strong sales outside the U.S. [5][21] - Multiple investment franchises generated positive net long-term flows, including Victory Income Investors, Pioneer Investments, RS Global, Trivalent, and the Victory Shares ETF platform [24] Market Data and Key Metrics Changes - The company currently manages $52 billion of AUM from clients outside the U.S. from 60 countries, where net flows remain positive [7] - 17% of total AUM was from investors outside the United States as of quarter end [23] Company Strategy and Development Direction - The company aims to be a trillion-dollar firm, focusing on strategic acquisitions that enhance its competitive position and shareholder value [34] - The integration process at Pioneer Investments is ahead of plan, with approximately $86 million of net expense synergies achieved on a run-rate basis [6][25] - The company is investing in expanding its distribution capacity outside the U.S. and launching new UCITS products [8][9] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the distribution opportunities outside the U.S. and the potential for significant growth in 2026 and beyond [11][46] - The company anticipates a phase of intense consolidation in the industry, which it is well-positioned to navigate [35] Other Important Information - The company repurchased 1.8 million shares during the quarter and has $355 million of capacity remaining on its repurchase authorization [6][27] - The balance sheet remains strong with $116 million of cash and a net leverage ratio of 1.1 times, providing financial flexibility for growth initiatives [27] Q&A Session Summary Question: M&A Strategy and Focus - Management emphasized that all acquisitions will be strategic, aiming for size and scale while also considering smaller, highly strategic deals [34] Question: Pioneer Acquisition Synergies - The company is ahead of synergy targets due to conservative planning and the discovery of operational efficiencies during integration [36][38] Question: Non-U.S. Business Performance - Positive net sales have primarily come from the Pioneer franchise, with expectations for increased flows from legacy Victory products in 2026 [45][46] Question: Inorganic Pipeline and Risks - The inorganic pipeline is full, with active discussions ongoing, and the environment for acquisitions has improved [71][72] Question: Integration Challenges with Alternatives - Management is aware of cultural integration challenges and has been patient in observing the market before pursuing acquisitions in the alternatives space [76]

Financial Data and Key Metrics Changes - Victory Capital achieved record-high gross flows and net flows finished just under flat for the quarter, with total assets reaching $313 billion [4] - Adjusted EBITDA set a new all-time quarterly high at $191 million, resulting in an adjusted EBITDA margin of 52.7% [4][22] - Adjusted earnings per diluted share rose to a record $1.63, up 4% from the second quarter and 20% higher than the quarter immediately preceding the Amundi transaction [4][22] Business Line Data and Key Metrics Changes - Long-term gross flows rose 10% quarter over quarter to $17 billion, reflecting the expanded U.S. distribution team and strong sales outside the U.S. [4] - The ETF business, Victory Shares, saw year-to-date positive net flows of $5.4 billion, representing a 53% organic growth rate through the first nine months of the year [12] - Nearly half of the mutual fund and ETF AUM ranks in the top quartile based on Morningstar's three-year rankings [14] Market Data and Key Metrics Changes - 17% of total AUM was from investors outside the United States, indicating meaningful diversification into non-U.S. geographies [23] - The company currently manages $52 billion of AUM from clients outside the U.S. from 60 countries, where net flows remain positive [6] Company Strategy and Development Direction - The company aims to be a trillion-dollar firm, focusing on strategic acquisitions that enhance its competitive position and satisfy growth objectives [30][31] - The integration process at Pioneer Investments is ahead of plan, with approximately $86 million of net expense synergies achieved on a run-rate basis [5][25] - The company is investing in expanding its distribution capacity outside the U.S. and launching new UCITS products [8][9] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the distribution opportunities outside the U.S., particularly in Asia and the Middle East, where there is high demand for U.S. dollar-denominated products [10][11] - The company anticipates that the integration of Pioneer Investments will lead to significant growth in the non-U.S. segment starting in 2026 [38] Other Important Information - The company repurchased 1.8 million shares during the quarter and has $355 million of capacity remaining on its existing repurchase authorization [5][22] - The balance sheet remains strong with $116 million of cash and a net leverage ratio of 1.1 times, providing financial flexibility for growth initiatives [27] Q&A Session Summary Question: M&A Strategy and Focus - Management emphasized that all acquisitions will be strategic, aiming for size and scale to compete effectively in the long term [30][31] Question: Pioneer Acquisition Synergies - The company is ahead of synergy targets due to conservative planning and the identification of operational efficiencies [32][34] Question: Non-U.S. Business Performance - Positive net sales have primarily come from the Pioneer franchise, with expectations for increased flows into legacy Victory products in 2026 [38] Question: Inorganic Pipeline and Opportunities - The inorganic pipeline is full, with active discussions ongoing, and the environment for acquisitions has improved [50][51] Question: Integration Challenges with Alternatives - Management acknowledged the cultural differences between traditional and alternative investments and emphasized a careful approach to integration [52]