Third-Quarter Highlights

Total Client Assets of $313 billion
Long-term gross flows of $17.0 billion
Long-term net flows of ($244) million
GAAP operating margin of 38.2%
GAAP net income per diluted share of $1.11
Adjusted EBITDA margin of 52.7%
Adjusted net income with tax benefit per diluted share of $1.63
Board authorizes regular quarterly cash dividend of $0.49

Victory Capital Holdings, Inc. (NASDAQ:VCTR) ("Victory Capital" or "the Company") today reported record financial results for the quarter ended September 30, 2025.

"We continue to make good progress with our integration work associated with Pioneer Investments, our newest Investment Franchise," said David Brown, Chairman and Chief Executive Officer. "We are firmly on track to deliver $110 million in net expense synergies, while simultaneously investing in strategic growth areas of the business. These net expense synergies are anticipated to be achieved within the previously disclosed timeframe.

"Our business and investment performance were both strong for the quarter. Gross long-term sales increased to $17 billion and our long-term net flows continued to improve for the fourth consecutive quarter. Long-term net outflows were just $244 million for the quarter. Our net flows continue to benefit from strong sales of our diversified suite of ETF products, which have added $5.4 billion of positive net flows through the first three quarters of the year.

"Firmwide investment performance through the end of September remains excellent. The percentage of our AUM outperforming benchmarks over the respective 3-, 5-, and 10-year periods was 64%, 65%, and 77%. In addition, 64% of our rated AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar.

"During the quarter, we repurchased 1.8 million shares of our common stock and, together with cash dividends, returned approximately $163 million of capital to shareholders. At quarter end, our net debt to leverage ratio improved to 1.1x further enhancing our financial wherewithal to execute inorganic growth opportunities.

"As always, we continue to focus on serving our clients, which is our top priority."

The table below presents AUM, and certain GAAP and non-GAAP ("adjusted") financial results. Due to rounding, AUM values and other amounts in this press release may not add up precisely to the totals provided.

*(in millions except per share amounts or as otherwise noted)*

	For the Three Months Ended									For the Nine Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,
	2025			2025			2024			2025			2024
Assets Under Management¹
Ending	$	310,644		$	298,563		$	176,113		$	310,644		$	176,113
Average		303,584			284,977			171,876			254,117			167,631

AUM Long-term Flows²
Long-term Gross	$	16,962		$	15,423		$	5,876		$	41,694		$	18,640
Long-term Net		(244	)		(660	)		(2,631	)		(2,109	)		(5,361	)

AUM Money Market/Short-term Flows
Money Market / Short-term Gross	$	334		$	308		$	244		$	819		$	734
Money Market / Short-term Net		(48	)		(144	)		(5	)		(236	)		(147	)

AUM Total Flows
Total Gross	$	17,296		$	15,731		$	6,120		$	42,513		$	19,375
Total Net		(292	)		(804	)		(2,636	)		(2,345	)		(5,508	)

Consolidated Financial Results (GAAP)
Revenue	$	361.2		$	351.2		$	225.6		$	932.0		$	661.1
AUM revenue realization (in bps)		47.2			49.4			52.1			49.0			52.6
Operating expenses		223.1			257.0			105.3			606.8			345.3
Income from operations		138.1			94.2			120.4			325.2			315.8
Operating margin		38.2	%		26.8	%		53.3	%		34.9	%		47.8	%
Net income		96.5			58.7			82.0			217.3			211.9
Earnings per diluted share	$	1.11		$	0.68		$	1.24		$	2.73		$	3.21
Cash flow from operations		165.2			(6.6	)		99.8			239.7			248.2

Adjusted Performance Results (Non-GAAP)³
Adjusted EBITDA	$	190.5		$	178.5		$	121.3		$	485.4		$	350.1
Adjusted EBITDA margin		52.7	%		50.8	%		53.7	%		52.1	%		53.0	%
Adjusted net income		130.9			122.5			78.9			331.3			228.0
Tax benefit of goodwill and acquired intangible assets		10.5			10.3			10.1			30.9			30.0
Adjusted net income with tax benefit		141.3			132.8			89.0			362.2			258.0
Adjusted net income with tax benefit per diluted share⁴	$	1.63		$	1.57		$	1.35		$	4.59		$	3.91

¹Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
² Long-term AUM is defined as Total AUM excluding Money Market and Short-term assets.
³ The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section "Information Regarding Non-GAAP Financial Measures" at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure.
⁴The Company includes participating securities in its computation of adjusted earnings per diluted share, including 19.8 million shares of Series A Non-Voting Convertible Preferred Stock.

AUM, Flows and Investment Performance

At September 30, 2025, Victory Capital had total client assets of $313.4 billion, assets under management of $310.6 billion, and other assets of $2.7 billion. Total AUM increased by $12.1 billion to $310.6 billion at September 30, 2025, compared with $298.6 billion at June 30, 2025. The increase was primarily due to positive market action of $14.5 billion, partially offset by net outflows of $0.3 billion.

As of September 30, 2025, Victory Capital offered 189 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of September 30, 2025.

Percentage of AUM Outperforming Benchmark
Trailing	Trailing	Trailing	Trailing
1-Year	3-Years	5-Years	10-Years
54%	64%	65%	77%

Third Quarter 2025 Compared with Second Quarter 2025

On April 1, 2025, the Company completed the acquisition of Amundi US and reintroduced the brand Pioneer Investments ("Pioneer" or "Pioneer Investments") for the acquired business and investment products. Sequential results reflect the acquisition. Revenue increased 2.8% to $361.2 million in the third quarter, compared with $351.2 million in the second quarter, primarily due to higher average AUM over the comparable period.

GAAP operating margin expanded 1,140 basis points in the third quarter to 38.2%, up from 26.8% in the second quarter, due to a $11.9 million decrease in personnel, compensation, and benefits expense, a $25.4 million decrease in acquisition-related costs, and a $3.8 million decrease in restructuring and integration costs. Third quarter GAAP net income increased 64.4% to $96.5 million, up from $58.7 million in the prior quarter.

Adjusted net income with tax benefit increased 6.5% to $141.3 million, or $1.63 per diluted share, in the third quarter, up from $132.8 million, or $1.57 per diluted share, in the second quarter. Adjusted EBITDA increased $11.9 million to $190.5 million in the third quarter compared to $178.5 million in the second quarter. Adjusted EBITDA margin expanded 190 basis points in the third quarter of 2025 to 52.7% compared with 50.8% in the prior quarter.

Third Quarter 2025 Compared with Third Quarter 2024

Current year results reflect the acquisition of Amundi US, which closed on April 1, 2025. The acquisition positively impacted our financial results for the three months ended September 30, 2025 when compared to the three months ended September 30, 2024. Revenue for the three months ended September 30, 2025, increased 60.1% to $361.2 million, compared with $225.6 million in the same quarter of 2024 as a result of higher average AUM over the comparable period.

Operating expenses were $223.0 million compared with $105.3 million in last year's third quarter reflecting variable operating expenses that rose as a result of the higher average AUM and expanded business and higher restructuring and integration costs related to the acquisition of Amundi US. GAAP operating margin contracted 1,510 basis points to 38.2% in the third quarter, from 53.3% in the same quarter of 2024. GAAP net income increased 17.8% to $96.5 million in the third quarter compared with $82.0 million in the same quarter of 2024.

Adjusted net income with tax benefit increased 58.7% to $141.3 million, or $1.63 per diluted share, in the third quarter, compared with $89.0 million, or $1.35 per diluted share in the same quarter last year. Adjusted EBITDA increased 57.1% to $190.5 million, compared with $121.3 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin contracted 100 basis points to 52.7% in the third quarter of 2025, compared with 53.7% in the same quarter last year.

Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024

Current year results reflect the acquisition of Amundi US, which closed on April 1, 2025. The acquisition positively impacted our financial results for the nine months ended September 30, 2025 when compared to the nine months ended September 30, 2024. Revenue for the nine months ended September 30, 2025, increased 41.0% to $932.0 million, compared with $661.1 million in the same period of 2024 as a result of higher average AUM over the comparable period.

GAAP operating margin contracted 1,290 basis points, in the nine months ended September 30, 2025 to 34.9%, down from 47.8% in the same period of 2024, due to higher variable operating expenses as a result of the higher average AUM, an increase in acquisition-related costs, and an increase in restructuring and integration costs related to the acquisition of Amundi US. Nine months ended September 30, 2025, GAAP net income increased 2.5% to $217.3 million, up from $211.9 million in the prior period.

Adjusted net income with tax benefit increased 40.4% to $362.2 million, or $4.59 per diluted share, in the nine months ended September 30, 2025, compared with $258.0 million, or $3.91 per diluted share in the same period last year. Adjusted EBITDA increased 38.6% to $485.4 million, compared with $350.1 million in the same period of last year. Year-over-year, adjusted EBITDA margin contracted 90 basis points to 52.1% in the nine months ended September 30, 2025, compared with 53.0% in the same period last year.

Balance Sheet / Capital Management

On September 23, 2025, the Company entered into the Sixth Amendment to Credit Agreement extending the maturity date of its revolving credit facility from March 31, 2026 to September 23, 2030 and decreasing the drawn interest rate margin by 0.25% per annum. The Company also refinanced its existing term loans with replacement term loans in an aggregate principal amount of $985,000,000. The Repriced Term Loans will mature on September 23, 2032 and will bear interest at an annual rate equal to, at the option of the Company, either SOFR plus a margin of 2.00% or an alternate base rate plus a margin of 1.00%. The repriced term loans otherwise remain subject to substantially similar terms to those that were applicable to the previous credit agreement.

The Company's Board of Directors approved a regular quarterly cash dividend of $0.49 per share. The dividend is payable on December 23, 2025, to shareholders of record on December 10, 2025.

Conference Call, Webcast and Slide Presentation

The Company will host a conference call tomorrow morning, Friday, November 7, at 8:00 a.m. ET to discuss the results. Victory Capital's earnings release and supplemental materials are available on the investor relations section of the Company's website at https://ir.vcm.com.

To participate in the conference call, please call 1-800-715-9871 (domestic) or 1-646-307-1963 (international), shortly before 8:00 a.m. ET and reference the Victory Capital Conference Call. A live, listen-only webcast will also be available via the investor relations section of the Company's website at https://ir.vcm.com. For anyone who is unable to join the live event, an archive of the webcast will be available for replay, at the same location, shortly after the call concludes.

About Victory Capital

Victory Capital (NASDAQ:VCTR) is a diversified global asset management firm with $313 billion in total client assets, as of September 30, 2025. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.

Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.

FORWARD-LOOKING STATEMENTS

This document may contain forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target," "believe," "expect," "aim," "intend," "may," "anticipate," "assume," "budget," "continue," "estimate," "future," "objective," "outlook," "plan," "potential," "predict," "project," "will," "can have," "likely," "should," "would," "could" and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for Victory Capital's future business and financial performance. Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital's control and could cause Victory Capital's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward looking statements.

Although it is not possible to identify all of these risks and factors, they include, among others, the following: reductions in the assets under management ("AUM") based on investment performance, client withdrawals, difficult market conditions and other factors such as the conflicts in Ukraine and Israel, a pandemic, tariffs or trade restrictions; the nature of the Company's contracts and investment advisory agreements; the Company's ability to maintain historical returns and sustain our historical growth; the Company's dependence on third parties to market our strategies and provide products or services for the operation of our business; the Company's ability to retain key investment professionals or members of our senior management team; the Company's reliance on the technology systems supporting our operations; the Company's ability to successfully acquire and integrate new companies; risks associated with expected benefits of the Amundi US transaction and the related impact on the Company's business; the concentration of the Company's investments in long only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; the Company's efforts to establish and develop new teams and strategies; the ability of the Company's investment teams to identify appropriate investment opportunities; the Company's ability to limit employee misconduct; the Company's ability to meet the guidelines set by our clients; the Company's exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company's ability to implement effective information and cyber security policies, procedures and capabilities; the Company's substantial indebtedness; the potential impairment of the Company's goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to the Company's ETF platform; the Company's determination that we are not required to register as an "investment company" under the Investment Company Act of 1940; the fluctuation of the Company's expenses; the Company's ability to respond to recent trends in the investment management industry; the level of regulation on investment management firms and the Company's ability to respond to regulatory developments; the competitiveness of the investment management industry; and other risks and factors included, but not limited to, those listed under the caption "Risk Factors" in Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on February 28, 2025, which is accessible on the SEC's website at www.sec.gov.

In light of these risks, uncertainties and other factors, the forward-looking statements contained in this press release might not prove to be accurate. All forward-looking statements speak only as of the date made and Victory Capital undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Victory Capital Holdings, Inc. and Subsidiaries
Unaudited Consolidated Statements of Operations
*(in thousands except per share data and percentages)*

	For the Three Months Ended									For the Nine Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,
	2025			2025			2024			2025			2024
Revenue
Investment management fees	$	288,509		$	282,306		$	177,809		$	744,116		$	520,757
Fund administration and distribution fees		72,686			68,906			47,819			187,893			140,349
Total revenue		361,195			351,212			225,628			932,009			661,106

Expenses
Personnel compensation and benefits		96,983			108,918			43,243			262,037			158,357
Distribution and other asset-based expenses		66,160			62,039			36,828			163,676			109,565
General and administrative		23,463			23,381			14,029			61,172			42,426
Depreciation and amortization		22,032			21,794			7,510			51,258			22,662
Change in value of consideration payable for acquisition of business		3,841			1,092			(1,600	)		8,339			2,400
Acquisition-related costs		379			25,780			5,075			34,909			9,150
Restructuring and integration costs		10,211			13,994			180			25,370			777
Total operating expenses		223,069			256,998			105,265			606,761			345,337

Income from operations		138,126			94,214			120,363			325,248			315,769
Operating margin		38.2	%		26.8	%		53.3	%		34.9	%		47.8	%

Other income (expense)
Interest income and other income (expense)		4,875			6,006			3,551			11,585			8,673
Interest expense and other financing costs		(13,113	)		(13,234	)		(16,414	)		(39,558	)		(49,179	)
Loss on debt extinguishment		(614	)		—			—			(614	)		(100	)
Total other expense, net		(8,852	)		(7,228	)		(12,863	)		(28,587	)		(40,606	)

Income before income taxes		129,274			86,986			107,500			296,661			275,163

Income tax expense		(32,733	)		(28,252	)		(25,517	)		(79,411	)		(63,238	)

Net income	$	96,541		$	58,734		$	81,983		$	217,250		$	211,925
Preferred stock dividends		(9,696	)		(9,673	)		—			(19,369	)		—
Income attributable to Preferred stockholders		(12,528	)		(2,985	)		—			(15,913	)		—
Net income attributable to common shareholders	$	74,317		$	46,076		$	81,983		$	181,968		$	211,925

Earnings per share of common stock
Basic	$	1.12		$	0.69		$	1.26		$	2.77		$	3.28
Diluted		1.11			0.68			1.24			2.73			3.21

Weighted average number of shares outstanding
Basic		66,206			67,239			64,875			65,728			64,667
Diluted		66,964			67,980			66,057			66,620			66,044

Dividends declared per share	$	0.49		$	0.49		$	0.41		$	1.45		$	1.115

Victory Capital Holdings, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures¹
*(unaudited; in thousands except per share data and percentages)*

	For the Three Months Ended									For the Nine Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,
	2025			2025			2024			2025			2024
Net income (GAAP)	$	96,541		$	58,734		$	81,983		$	217,250		$	211,925
Income tax expense		(32,733	)		(28,252	)		(25,517	)		(79,411	)		(63,238	)
Income before income taxes	$	129,274		$	86,986		$	107,500		$	296,661		$	275,163
Interest expense		12,136			12,200			15,649			36,857			46,828
Depreciation		3,295			3,236			2,210			8,699			6,731
Other business taxes		637			693			366			2,252			1,149
Amortization of acquisition-related intangible assets		18,737			18,558			5,300			42,559			15,931
Stock-based compensation		2,022			2,107			972			5,182			3,239
Acquisition, restructuring and exit costs		21,400			53,990			(11,513	)		88,711			(1,328	)
Debt issuance costs		2,950			755			775			4,454			2,404
Adjusted EBITDA	$	190,451		$	178,525		$	121,259		$	485,375		$	350,117
Adjusted EBITDA margin		52.7	%		50.8	%		53.7	%		52.1	%		53.0	%


Net income (GAAP)	$	96,541		$	58,734		$	81,983		$	217,250		$	211,925
Adjustment to reflect the operating performance of the Company
Other business taxes		637			693			366			2,252			1,149
Amortization of acquisition-related intangible assets		18,737			18,558			5,300			42,559			15,931
Stock-based compensation		2,022			2,107			972			5,182			3,239
Acquisition, restructuring and exit costs		21,400			53,990			(11,513	)		88,711			(1,328	)
Debt issuance costs		2,950			755			775			4,454			2,404
Tax effect of above adjustments		(11,437	)		(12,330	)		1,025			(29,094	)		(5,349	)
Adjusted net income	$	130,850		$	122,507		$	78,908		$	331,314		$	227,971
Adjusted net income per diluted share	$	1.51		$	1.45		$	1.19		$	4.20		$	3.45

Tax benefit of goodwill and acquired intangible assets	$	10,487		$	10,255		$	10,141		$	30,883		$	30,030
Tax benefit of goodwill and acquired intangible assets per diluted share²	$	0.12		$	0.12		$	0.15		$	0.39		$	0.45

Adjusted net income with tax benefit	$	141,337		$	132,762		$	89,049		$	362,197		$	258,001
Adjusted net income with tax benefit per diluted share²	$	1.63		$	1.57		$	1.35		$	4.59		$	3.91

¹ The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section "Information Regarding Non-GAAP Financial Measures" at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure.
²The Company includes participating securities in its computation of adjusted earnings per diluted share, including 19.8 million shares of Series A Non-Voting Convertible Preferred Stock.

Victory Capital Holdings, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
*(In thousands, except for shares)*

	September 30, 2025			December 31, 2024
Assets
Cash and cash equivalents	$	115,741		$	126,731
Receivables		176,985			100,667
Prepaid expenses		12,749			8,634
Investments, at fair value		97,864			35,213
Property and equipment, net		25,823			11,874
Goodwill		1,235,940			981,805
Other intangible assets, net		2,496,267			1,260,614
Other assets		51,100			22,053
Total assets	$	4,212,469		$	2,547,591

Liabilities and stockholders' equity
Accounts payable and accrued expenses	$	79,471		$	57,951
Accrued compensation and benefits		78,846			51,648
Consideration payable for acquisition of business		84,500			139,894
Deferred tax liability, net		477,872			157,120
Other liabilities		120,694			55,479
Long-term debt, net¹		971,988			963,862
Total liabilities		1,813,371			1,425,954

Stockholders' equity
Common stock, $0.01 par value per share:
2025 - 600,000,000 shares authorized, 87,746,500 shares issued and 65,082,104 shares outstanding; 2024 - 600,000,000 shares authorized, 83,947,949 shares issued and 63,653,212 shares outstanding		877			839
Preferred stock, $0.01 par value per share:
2025 - 100,000,000 shares authorized, 19,786,821 shares issued and outstanding; 2024 - 100,000,000 shares authorized, no shares issued and outstanding		198			—
Additional paid-in capital		2,097,188			752,371
Treasury stock, at cost: 2025 - 22,664,396 shares; 2024 - 20,294,737 shares		(734,638	)		(574,856	)
Accumulated other comprehensive income		9,326			18,683
Retained earnings		1,026,147			924,600
Total stockholders' equity		2,399,098			1,121,637
Total liabilities and stockholders' equity	$	4,212,469		$	2,547,591

¹ Balances at September 30, 2025 and December 31, 2024 are shown net of unamortized loan discount and debt issuance costs in the amount of $13.0 million and $8.3 million, respectively. The gross amount of debt outstanding was $985.0 million and $972.2 million at September 30, 2025 and December 31, 2024, respectively.

Victory Capital Holdings, Inc. and Subsidiaries
Total Client Assets
*(unaudited; in millions)*

	For the Three Months Ended
	September 30,			June 30,			September 30,
	2025			2025			2024
Beginning AUM	$	298,563		$	167,468		$	168,681
Beginning other assets¹		3,050			3,967			5,094
Beginning total client assets		301,613			171,435			173,775

AUM net cash flows		(292	)		(804	)		(2,636	)
Other assets net cash flows		(502	)		(1,170	)		(446	)
Total client assets net cash flows		(794	)		(1,973	)		(3,082	)

AUM market appreciation (depreciation)		14,515			20,247			10,076
Other assets market appreciation (depreciation)		177			253			333
Total client assets market appreciation (depreciation)		14,692			20,500			10,409

AUM realizations and distributions		—			(3	)		(2	)
Acquired & divested assets / Net transfers⁴		(2,141	)		111,654			(7	)

Ending AUM		310,644			298,563			176,113
Ending other assets		2,726			3,050			4,981
Ending total client assets		313,370			301,613			181,094
Average total client assets²		306,457			288,568			176,806

	For the Nine Months Ended
	September 30,			September 30,
	2025			2024
Beginning AUM	$	171,930		$	161,322
Beginning other assets¹		4,165			5,289
Beginning total client assets		176,096			166,611

AUM net cash flows		(2,345	)		(5,508	)
Other assets net cash flows		(1,948	)		(952	)
Total client assets net cash flows		(4,293	)		(6,460	)

AUM market appreciation (depreciation)		31,589			20,337
Other assets market appreciation (depreciation)		509			644
Total client assets market appreciation (depreciation)		32,098			20,982

AUM realizations and distributions		(24	)		(2	)
Acquired & divested assets / Net transfers⁴		109,493			(38	)

Ending AUM		310,644			176,113
Ending other assets		2,726			4,981
Ending total client assets		313,370			181,094
Average total client assets³		257,625			172,688

¹Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the by asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory's Regulatory Assets Under Management reported in Form ADV Part 1.
²For the three-month periods ending September 30, 2025, June 30, 2025 and September 30, 2024 total assets under management revenue realization was 46.8 basis points, 49.4 basis points and 50.8 basis points, respectively.
³For the nine-month periods ending September 30, 2025 and 2024 total assets under management revenue realization was 48.4 basis points and 51.1 basis points, respectively.
⁴Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter. Three months ended June 30, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company's AUM by $114.6 billion. Nine months ended September 30, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises.

Victory Capital Holdings, Inc. and Subsidiaries
Total Assets Under Management¹
*(unaudited; in millions except for percentages)*

	For the Three Months Ended
	September 30,			June 30,			September 30,
	2025			2025			2024
Beginning assets under management	$	298,563		$	167,468		$	168,681
Gross client cash inflows		17,296			15,731			6,120
Gross client cash outflows		(17,588	)		(16,534	)		(8,756	)
Net client cash flows		(292	)		(804	)		(2,636	)
Market appreciation (depreciation)		14,515			20,247			10,076
Realizations and distributions		—			(3	)		(2	)
Acquired & divested assets / Net transfers²		(2,141	)		111,654			(7	)
Ending assets under management		310,644			298,563			176,113
Average assets under management		303,584			284,977			171,876

	For the Nine Months Ended
	September 30,			September 30,
	2025			2024
Beginning assets under management	$	171,930		$	161,322
Gross client cash inflows		42,513			19,375
Gross client cash outflows		(44,858	)		(24,882	)
Net client cash flows		(2,345	)		(5,508	)
Market appreciation (depreciation)		31,589			20,337
Realizations and distributions		(24	)		(2	)
Acquired & divested assets / Net transfers²		109,493			(38	)
Ending assets under management		310,644			176,113
Average assets under management		254,117			167,631

¹Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
² Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter. Three months ended June 30, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company's AUM by $114.6 billion. Nine months ended September 30, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises.

Victory Capital Holdings, Inc. and Subsidiaries
Other Assets (Institutional)¹
*(unaudited; in millions)*

	For the Three Months
	September 30,			June 30,			September 30,
	2025			2025			2024
Beginning other assets (institutional)	$	3,050		$	3,967		$	5,094
Gross client cash inflows		—			—			—
Gross client cash outflows		(502	)		(1,170	)		(446	)
Net client cash flows		(502	)		(1,170	)		(446	)
Market appreciation (depreciation)		177			253			333
Realizations and distributions		—			—			—
Acquired & divested assets / Net transfers		—			—			—
Ending other assets (institutional)		2,726			3,050			4,981
Average other assets (institutional)²		2,873			3,591			4,930

	For the Nine Months Ended
	September 30,			September 30,
	2025			2024
Beginning other assets (institutional)	$	4,165		$	5,289
Gross client cash inflows		—			467
Gross client cash outflows		(1,948	)		(1,419	)
Net client cash flows		(1,948	)		(952	)
Market appreciation (depreciation)		509			644
Realizations and distributions		—			—
Acquired & divested assets / Net transfers		—			—
Ending other assets (institutional)		2,726			4,981
Average other assets (institutional)³		3,508			5,057

¹ Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the by asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory's Regulatory Assets Under Management reported in Form ADV Part 1.
² For the three-month periods ending September 30, 2025, June 30, 2025 and September 30, 2024 total other assets (institutional) revenue realization was 3.3 basis points, 3.1 basis points and 3.4 basis points, respectively.
³For the nine-month periods ending September 30, 2025 and 2024 total other assets (institutional) revenue realization was 3.3 basis points and 3.5 basis points, respectively.

Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Asset Class
*(unaudited; in millions)*

For the Three Months Ended	By Asset Class
													Global /
	U.S. Mid			U.S. Small			Fixed			U.S. Large			Non-U.S.						Alternative			Total			Money Market /			Total
	Cap Equity			Cap Equity			Income			Cap Equity			Equity			Solutions			Investments			Long-term			Short-term			AUM¹
September 30, 2025
Beginning assets under management	$	31,833		$	13,140		$	79,752		$	61,654		$	25,576		$	79,988		$	2,986		$	294,930		$	3,632		$	298,563
Gross client cash inflows		819			307			5,816			1,960			2,923			4,921			216			16,962			334			17,296
Gross client cash outflows		(2,229	)		(1,494	)		(5,491	)		(3,930	)		(930	)		(2,962	)		(169	)		(17,206	)		(382	)		(17,588	)
Net client cash flows		(1,410	)		(1,187	)		325			(1,970	)		1,993			1,958			47			(244	)		(48	)		(292	)
Market appreciation (depreciation)		1,469			977			1,247			4,003			1,695			5,112			(25	)		14,478			37			14,515
Realizations and distributions		—			—			—			—			—			—			—			—			—			—
Acquired assets / Net transfers²		(14	)		(209	)		(939	)		(626	)		(304	)		(95	)		7			(2,180	)		38			(2,141	)
Ending assets under management	$	31,877		$	12,722		$	80,386		$	63,061		$	28,960		$	86,963		$	3,016		$	306,985		$	3,660		$	310,644

June 30, 2025
Beginning assets under management	$	28,964		$	13,182		$	24,157		$	13,104		$	18,334		$	63,378		$	2,945		$	164,064		$	3,404		$	167,468
Gross client cash inflows		850			457			6,014			2,266			1,520			4,093			222			15,423			308			15,731
Gross client cash outflows		(1,597	)		(740	)		(6,012	)		(3,385	)		(1,373	)		(2,742	)		(233	)		(16,083	)		(451	)		(16,534	)
Net client cash flows		(748	)		(284	)		2			(1,118	)		147			1,351			(11	)		(660	)		(144	)		(804	)
Market appreciation (depreciation)		1,233			385			1,172			7,482			3,263			6,620			55			20,210			37			20,247
Realizations and distributions		—			—			—			—			—			—			(3	)		(3	)		—			(3	)
Acquired assets / Net transfers³		2,194			(143	)		54,420			42,376			3,833			8,639			—			111,318			335			111,654
Ending assets under management	$	31,643		$	13,140		$	79,752		$	61,844		$	25,576		$	79,988		$	2,986		$	294,930		$	3,633		$	298,563

September 30, 2024
Beginning assets under management	$	31,015		$	15,182		$	24,398		$	13,983		$	18,459		$	58,936		$	3,390		$	165,362		$	3,320		$	168,681
Gross client cash inflows		975			584			1,344			73			578			2,143			179			5,876			244			6,120
Gross client cash outflows		(2,300	)		(1,278	)		(1,640	)		(486	)		(485	)		(1,877	)		(443	)		(8,508	)		(249	)		(8,756	)
Net client cash flows		(1,325	)		(694	)		(296	)		(413	)		94			265			(263	)		(2,631	)		(5	)		(2,636	)
Market appreciation (depreciation)		2,649			1,105			973			690			1,212			3,368			51			10,049			27			10,076
Realizations and distributions		—			—			—			—			—			—			(2	)		(2	)		—			(2	)
Acquired assets / Net transfers		(5	)		(2	)		6			(21	)		(13	)		(25	)		3			(58	)		51			(7	)
Ending assets under management	$	32,333		$	15,591		$	25,081		$	14,239		$	19,752		$	62,544		$	3,178		$	172,720		$	3,393		$	176,113

¹Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
²Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter.
³Three months ended June 30, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company's AUM by $114.6 billion.

Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Asset Class
*(unaudited; in millions)*

For the Nine Months Ended	By Asset Class
													Global /
	U.S. Mid			U.S. Small			Fixed			U.S. Large			Non-U.S.						Alternative			Total			Money Market /			Total
	Cap Equity			Cap Equity			Income			Cap Equity			Equity			Solutions			Investments			Long-term			Short-term			AUM¹
September 30, 2025
Beginning assets under management	$	30,584		$	14,785		$	24,402		$	14,148		$	19,095		$	62,593		$	2,980		$	168,586		$	3,344		$	171,930
Gross client cash inflows		2,776			1,209			12,759			4,299			6,579			13,377			694			41,694			819			42,513
Gross client cash outflows		(5,582	)		(3,081	)		(13,048	)		(7,762	)		(5,553	)		(8,023	)		(754	)		(43,803	)		(1,055	)		(44,858	)
Net client cash flows		(2,806	)		(1,872	)		(289	)		(3,463	)		1,026			5,355			(59	)		(2,108	)		(236	)		(2,345	)
Market appreciation (depreciation)		1,747			168			2,747			10,831			5,354			10,529			110			31,486			103			31,589
Realizations and distributions		—			—			—			—			—			—			(24	)		(24	)		—			(24	)
Acquired assets / Net transfers²		2,351			(358	)		53,526			41,545			3,485			8,487			9			109,045			448			109,493
Ending assets under management	$	31,877		$	12,722		$	80,386		$	63,061		$	28,960		$	86,963		$	3,016		$	306,985		$	3,660		$	310,644

September 30, 2024
Beginning assets under management	$	30,604		$	15,959		$	24,355		$	12,635		$	16,772		$	54,296		$	3,431		$	158,051		$	3,271		$	161,322
Gross client cash inflows		3,353			1,650			3,925			209			2,227			6,343			935			18,640			734			19,375
Gross client cash outflows		(5,804	)		(2,980	)		(4,514	)		(1,127	)		(1,871	)		(6,472	)		(1,234	)		(24,001	)		(881	)		(24,882	)
Net client cash flows		(2,451	)		(1,330	)		(589	)		(918	)		356			(129	)		(299	)		(5,361	)		(147	)		(5,508	)
Market appreciation (depreciation)		4,196			1,014			1,265			2,595			2,713			8,390			34			20,208			129			20,337
Realizations and distributions		—			—			—			—			—			—			(2	)		(2	)		—			(2	)
Acquired assets / Net transfers		(16	)		(51	)		50			(72	)		(89	)		(13	)		14			(177	)		139			(38	)
Ending assets under management	$	32,333		$	15,591		$	25,081		$	14,239		$	19,752		$	62,544		$	3,178		$	172,720		$	3,393		$	176,113

¹Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
² Nine months ended September 30, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises.

Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Region
*(unaudited; in millions)*

	As of September 30,
		2025				2024
(in millions)		Amount		% of total		Amount		% of total
U.S.		$	258,484	83	%	$	170,258	97	%
Non-U.S.			52,160	17	%		5,855	3	%
Total AUM^1&2		$	310,644	100	%	$	176,113	100	%

¹Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
² Includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of three Investment Franchises.

Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Vehicle
*(unaudited; in millions)*

For the Three Months Ended	By Vehicle
							Separate
							Accounts
	Mutual						and Other
	Funds¹			ETFs²			Vehicles³			Total AUM⁴
September 30, 2025
Beginning assets under management	$	167,973		$	11,975		$	118,615		$	298,563
Gross client cash inflows		7,088			1,573			8,635			17,296
Gross client cash outflows		(9,081	)		(320	)		(8,187	)		(17,588	)
Net client cash flows		(1,993	)		1,252			449			(292	)
Market appreciation (depreciation)		8,218			560			5,737			14,515
Realizations and distributions		—			—			—			—
Acquired assets / Net transfers⁵		(1,276	)		—			(866	)		(2,141	)
Ending assets under management	$	172,923		$	13,786		$	123,935		$	310,644

June 30, 2025
Beginning assets under management	$	108,392		$	10,253		$	48,823		$	167,468
Gross client cash inflows		6,935			1,568			7,227			15,731
Gross client cash outflows		(9,716	)		(264	)		(6,554	)		(16,534	)
Net client cash flows		(2,781	)		1,305			672			(804	)
Market appreciation (depreciation)		11,465			319			8,463			20,247
Realizations and distributions		—			—			(3	)		(3	)
Acquired assets / Net transfers⁶		50,897			97			60,660			111,654
Ending assets under management	$	167,973		$	11,975		$	118,615		$	298,563

September 30, 2024
Beginning assets under management	$	112,584		$	5,440		$	50,657		$	168,681
Gross client cash inflows		3,553			992			1,575			6,120
Gross client cash outflows		(5,526	)		(158	)		(3,073	)		(8,756	)
Net client cash flows		(1,973	)		834			(1,498	)		(2,636	)
Market appreciation (depreciation)		6,443			426			3,208			10,076
Realizations and distributions		—			—			(2	)		(2	)
Acquired assets / Net transfers		(10	)		(7	)		10			(7	)
Ending assets under management	$	117,044		$	6,694		$	52,375		$	176,113

¹ Includes institutional and retail share classes, money market and VIP funds.
² Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products.
³ Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles.
⁴Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
⁵Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter.
⁶Three months ended June 30, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company's AUM by $114.6 billion.

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

For the Nine Months Ended

By Vehicle

Victory Capital Reports Strong Third-Quarter Results