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Victory Capital Reports Record First Quarter ResultsMay 6, 2026 4:30 PM
Business Wire First-Quarter Highlights Total Client Assets of $313.1 billion Long-term gross flows of $18.9 billion Long-term net flows of ($457) million GAAP operating margin of 41.0% GAAP net income per diluted share of $1.33 Adjusted EBITDA margin of 52.6% Adjusted net income with tax benefit per diluted share of $1.82 Board authorizes increase in regular quarterly cash dividend to $0.50 per share Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported record financial results for the quarter ended March 31, 2026. "We had an exceptional first quarter, reporting record revenue, record Adjusted EBITDA, and record earnings per share, while simultaneously achieving an all-time high in long-term quarterly gross sales,” said David Brown, Chairman and Chief Executive Officer. “Our net flows improved meaningfully during the quarter as we continue to execute and make investments into our distribution channels. "Our investment performance also improved during the quarter and remains excellent. As of March 31, 2026, 71%, 67%, 68%, and 81% of our AUM outperformed benchmarks over the respective 1-, 3-, 5-, and 10-year periods. In addition, 68% of our rated AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar. “The integration of Pioneer Investments is substantially complete. At quarter end, we had recognized approximately $104 million of the expected $110 million in total net expense synergies, and we remain on track to achieve the full $110 million within 2026. "Two areas that helped fuel our improved sales results for the quarter are the VictoryShares ETF platform, which continues to generate strong net inflows across our intermediary channels, and our international distribution channel, which delivered net inflows again for the quarter. Additionally, multiple Investment Franchises had positive net flows for the quarter as we continue to build momentum in various investment strategies and products. "We continued to return capital to shareholders, repurchasing a quarterly record of 2 million shares of VCTR common stock during the quarter. Combined with dividends paid, this returned a total of $185 million to shareholders in the quarter. "Inorganic growth remains a strategic priority, and our pipeline of acquisition opportunities is extensive and we are very active. Our approach has always been, and will remain, disciplined. The strength of our business allows us to be selective, and we only pursue transactions that make our Company better. "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 March 31, December 31, March 31, 2026 2025 2025 Assets Under Management1 Ending $ 309,835 $ 313,775 $ 167,468 Average 318,746 312,873 173,789 AUM Long-term Flows2 Long-term Gross $ 18,946 $ 17,127 $ 9,309 Long-term Net (457 ) (2,089 ) (1,205 ) AUM Money Market/Short-term Flows Money Market / Short-term Gross $ 235 $ 345 $ 177 Money Market / Short-term Net (197 ) (22 ) (44 ) AUM Total Flows Total Gross $ 19,181 $ 17,472 $ 9,486 Total Net (654 ) (2,111 ) (1,249 ) Consolidated Financial Results (GAAP) Revenue $ 388.0 $ 374.1 $ 219.6 AUM revenue realization (in bps) 47.6 47.4 51.2 Operating expenses 228.8 220.9 126.7 Income from operations 159.2 153.2 92.9 Operating margin 41.0 % 40.9 % 42.3 % Net income 112.1 112.8 62.0 Earnings per diluted share $ 1.33 $ 1.32 $ 0.96 Cash flow from operations 121.0 145.1 81.1 Adjusted Performance Results (Non-GAAP)3 Adjusted EBITDA $ 204.0 $ 197.5 $ 116.4 Adjusted EBITDA margin 52.6 % 52.8 % 53.0 % Adjusted net income 142.7 141.3 78.0 Tax benefit of goodwill and acquired intangible assets 10.5 10.5 10.1 Adjusted net income with tax benefit 153.2 151.7 88.1 Adjusted net income with tax benefit per diluted share4 $ 1.82 $ 1.78 $ 1.36 1 Total 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. 4 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock for the quarterly periods ended March 31, 2026 and December 31, 2025. AUM, Flows and Investment Performance At March 31, 2026, Victory Capital had total client assets of $313.1 billion, assets under management of $309.8 billion, and other assets of $3.3 billion. Total AUM decreased by $3.9 billion to $309.8 billion at March 31, 2026, compared with $313.8 billion at December 31, 2025. The decrease was primarily due to negative market action of $2.8 billion and net outflows of $0.7 billion. Net flows were comprised of $0.5 billion and $0.2 billion of long-term and short-term net outflows, respectively. Total gross flows for the first quarter were $19.2 billion, including long-term gross flows of $18.9 billion. As of March 31, 2026, Victory Capital offered 179 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of March 31, 2026. Percentage of AUM Outperforming Benchmark Trailing Trailing Trailing Trailing 1-Year 3-Years 5-Years 10-Years 71% 67% 68% 81% First Quarter 2026 Compared with Fourth Quarter 2025 Revenue increased 3.7% to $388.0 million in the first quarter, compared with $374.1 million in the fourth quarter, primarily due to higher average AUM and crystallization of certain annual fees over the comparable period. GAAP operating margin expanded 10 basis points in the first quarter to 41.0%, up from 40.9% in the fourth quarter primarily due to a $13.9 million increase in revenue partially offset by a $7.9 million increase in total operating expense. Operating expenses increased 3.6% to $228.8 million in the first quarter, compared to $220.9 million in the fourth quarter, primarily due to a $4.9 million increase in compensation related expenses associated with annual payroll tax and benefits reset and higher earnings and a $7.1 million increase in acquisition-related costs partially offset by decreases in other general and administrative expenses. First quarter GAAP net income decreased 0.6% to $112.1 million, or $1.33 per diluted share, down from $112.8 million, or $1.32 per diluted share, in the prior quarter. Adjusted net income with tax benefit increased 1.0% to $153.2 million, or $1.82 per diluted share in the first quarter, up from $151.7 million, or $1.78 per diluted share, in the fourth quarter. Adjusted EBITDA increased 3.3% to $204.0 million in the first quarter, versus $197.5 million in the fourth quarter. Adjusted EBITDA margin contracted 20 basis points in the first quarter of 2026 to 52.6% compared with 52.8% in the prior quarter. First Quarter 2026 Compared with First Quarter 2025 On April 1, 2025, the Company completed the acquisition of Amundi US and reintroduced the brand Pioneer Investments for the acquired business and investment products. Current quarter results reflect the acquisition of Amundi US, which closed on April 1, 2025. Revenue for the three months ended March 31, 2026, increased 76.7% to $388.0 million, compared with $219.6 million in the same quarter of 2025 as a result of higher average AUM over the comparable period. Operating expenses increased 80.6% to $228.8 million, compared with $126.7 million in last year’s first quarter, reflecting variable operating expenses that rose as a result of higher average AUM and an expanded business. GAAP operating margin contracted 130 basis points to 41.0% in the first quarter, from 42.3% in the same quarter of 2025. GAAP net income increased 80.9% to $112.1 million, or $1.33 per diluted share, in the first quarter compared with $62.0 million, or $0.96 per diluted share, in the same quarter of 2025. Adjusted net income with tax benefit increased 73.9% to $153.2 million, or $1.82 per diluted share, in the first quarter, compared with $88.1 million, or $1.36 per diluted share in the same quarter last year. Adjusted EBITDA increased 75.3% to $204.0 million, compared with $116.4 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin contracted 40 basis points to 52.6% in the first quarter of 2026, compared with 53.0% in the same quarter last year. Balance Sheet / Capital Management The total debt outstanding as of December 31, 2025 was approximately $980 million. For the three months ended March 31, 2026, the Company repurchased approximately 2 million shares of Common Stock. The Company’s Board of Directors approved a regular quarterly cash dividend of $0.50 per share. The dividend is payable on June 25, 2026, to shareholders of record on June 10, 2026. Conference Call, Webcast and Slide Presentation The Company will host a conference call tomorrow morning, May 7, at 8:00 a.m. ET to discuss the results. Analysts and investors may participate in the question-and-answer session. To participate in the conference call, please call 1-833-461-5787 (domestic) or 1-585-542-9983 (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. Prior to the call, a supplemental slide presentation that will be used during the conference call will be available on the Events and Presentations page of the Company’s investor relations website. For anyone who is unable to join the live event, an archive of the webcast will be available for replay shortly after the call concludes. About Victory Capital Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $313.1 billion in total client assets, as of March 31, 2026. 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 ongoing conflicts and potential military conflicts in Iran, Ukraine, Venezuela, China/Taiwan, and/or the Middle East, 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, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026, 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 March 31, December 31, March 31, 2026 2025 2025 Revenue Investment management fees $ 316,369 $ 301,353 $ 173,301 Fund administration and distribution fees 71,620 72,769 46,301 Total revenue 387,989 374,122 219,602 Expenses Personnel compensation and benefits 105,855 100,954 56,136 Distribution and other asset-based expenses 67,410 68,315 35,477 General and administrative 20,615 22,147 14,328 Depreciation and amortization 20,576 21,593 7,432 Change in value of consideration payable for acquisition of business 3,537 3,064 3,406 Acquisition-related costs 7,658 570 8,750 Restructuring and integration costs 3,153 4,304 1,165 Total operating expenses 228,804 220,947 126,694 Income from operations 159,185 153,175 92,908 Operating margin 41.0 % 40.9 % 42.3 % Other income (expense) Interest income and other income 2,756 3,713 704 Interest expense and other financing costs (14,081 ) (15,229 ) (13,211 ) Total other expense, net (11,325 ) (11,516 ) (12,507 ) Income before income taxes 147,860 141,659 80,401 Income tax expense (35,720 ) (28,847 ) (18,426 ) Net income $ 112,140 $ 112,812 $ 61,975 Preferred stock dividends (9,769 ) (9,769 ) — Income attributable to Preferred stockholders (16,846 ) (16,848 ) — Net income attributable to common shareholders $ 85,525 $ 86,195 $ 61,975 Earnings per share of common stock Basic $ 1.34 $ 1.33 $ 0.97 Diluted 1.33 1.32 0.96 Weighted average number of shares outstanding Basic 63,635 64,584 63,711 Diluted 64,388 65,329 64,714 Dividends declared per share $ 0.49 $ 0.49 $ 0.47 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 March 31, December 31, March 31, 2026 2025 2025 Net income (GAAP) $ 112,140 $ 112,812 $ 61,975 Income tax expense (35,720 ) (28,847 ) (18,426 ) Income before income taxes $ 147,860 $ 141,659 $ 80,401 Interest expense 13,658 15,367 12,521 Depreciation 2,279 2,519 2,168 Other business taxes (555 ) 1,101 922 Amortization of acquisition-related intangible assets 18,297 19,074 5,264 Share-based compensation 3,586 2,143 1,053 Acquisition, restructuring and exit costs 18,699 15,439 13,321 Debt issuance costs 196 174 749 Adjusted EBITDA $ 204,020 $ 197,476 $ 116,399 Adjusted EBITDA margin 52.6 % 52.8 % 53.0 % Net income (GAAP) $ 112,140 $ 112,812 $ 61,975 Adjustment to reflect the operating performance of the Company Other business taxes (555 ) 1,101 922 Amortization of acquisition-related intangible assets 18,297 19,074 5,264 Share-based compensation 3,586 2,143 1,053 Acquisition, restructuring and exit costs 18,699 15,439 13,321 Debt issuance costs 196 174 749 Tax effect of above adjustments (9,683 ) (9,482 ) (5,327 ) Adjusted net income $ 142,680 $ 141,261 $ 77,957 Adjusted net income per diluted share2 $ 1.69 $ 1.66 $ 1.20 Weighted average number of shares outstanding - diluted (GAAP) 64,388 65,329 64,714 Weighted average number of shares outstanding - diluted (Non-GAAP)2 84,341 85,219 64,714 Tax benefit of goodwill and acquired intangible assets $ 10,515 $ 10,487 $ 10,141 Tax benefit of goodwill and acquired intangible assets per diluted share2 $ 0.13 $ 0.12 $ 0.16 Adjusted net income with tax benefit $ 153,195 $ 151,748 $ 88,098 Adjusted net income with tax benefit per diluted share2 $ 1.82 $ 1.78 $ 1.36 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. 2 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock for the quarterly periods ended March 31, 2026 and December 31, 2025. Victory Capital Holdings, Inc. and Subsidiaries Unaudited Consolidated Balance Sheets (In thousands, except per share amounts) March 31, 2026 December 31, 2025 Assets Cash and cash equivalents $ 75,849 $ 163,690 Receivables 197,584 181,141 Prepaid expenses 20,146 16,071 Investments, at fair value 82,779 99,394 Property and equipment, net 22,407 23,833 Goodwill 1,235,940 1,235,940 Other intangible assets, net 2,459,532 2,477,617 Operating lease right-of-use assets 46,524 48,650 Other assets 804 1,514 Total assets $ 4,141,565 $ 4,247,850 Liabilities and stockholders' equity Accounts payable and accrued expenses $ 103,705 $ 72,387 Accrued compensation and benefits 60,262 86,355 Consideration payable for acquisition of business 51,158 87,564 Deferred tax liability, net 486,656 479,792 Operating lease liabilities 43,775 45,610 Other liabilities 68,148 81,399 Long-term debt, net1 968,024 970,014 Total liabilities 1,781,728 1,823,121 Stockholders' equity Common stock, $0.01 par value per share:
2026 - 600,000 shares authorized, 88,389 shares issued and 62,544 shares outstanding; 2025 - 600,000 shares authorized, 87,867 shares issued and 64,150 shares outstanding 884 879 Preferred stock, $0.01 par value per share:
2026 - 100,000 shares authorized, 20,037 shares issued and outstanding; 2025 - 100,000 shares authorized, 19,937 shares issued and outstanding 200 199 Additional paid-in capital 2,112,191 2,102,938 Treasury stock, at cost: 2026 - 25,845 shares; 2025 - 23,717 shares (930,356 ) (786,008 ) Accumulated other comprehensive income 8,642 9,020 Retained earnings 1,168,276 1,097,701 Total stockholders' equity 2,359,837 2,424,729 Total liabilities and stockholders' equity $ 4,141,565 $ 4,247,850 1 Balances at March 31, 2026 and December 31, 2025 are shown net of unamortized loan discount and debt issuance costs in the amount of $12.1 million and $12.5 million, respectively. The gross amount of the debt outstanding was $980.1 million and $982.5 million as of March 31, 2026 and December 31, 2025, respectively. Victory Capital Holdings, Inc. and Subsidiaries Total Client Assets (unaudited; in millions) For the Three Months Ended March 31, December 31, March 31, 2026 2025 2025 Beginning AUM $ 313,775 $ 310,644 $ 171,930 Beginning other assets1 2,846 2,726 4,165 Beginning total client assets 316,621 313,370 176,096 AUM net cash flows (654 ) (2,111 ) (1,249 ) Other assets net cash flows 390 — (277 ) Total client assets net cash flows (264 ) (2,111 ) (1,526 ) AUM market appreciation (depreciation) (2,797 ) 6,152 (3,172 ) Other assets market appreciation (depreciation) 32 120 78 Total client assets market appreciation (depreciation) (2,765 ) 6,273 (3,094 ) AUM realizations and distributions (456 ) (287 ) (21 ) Acquired & divested assets / Net transfers (33 ) (624 ) (20 ) Ending AUM 309,835 313,775 167,468 Ending other assets 3,268 2,846 3,967 Ending total client assets 313,103 316,621 171,435 Average total client assets2 321,784 315,662 177,849 1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the 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 March 31, 2026, December 31, 2025 and March 31, 2025 total client assets revenue realization was 47.2 basis points, 47.0 basis points and 50.1 basis points, respectively. Victory Capital Holdings, Inc. and Subsidiaries Total Assets Under Management1 (unaudited; in millions) For the Three Months Ended March 31, December 31, March 31, 2026 2025 2025 Beginning assets under management $ 313,775 $ 310,644 $ 171,930 Gross client cash inflows 19,181 17,472 9,486 Gross client cash outflows (19,835 ) (19,583 ) (10,736 ) Net client cash flows (654 ) (2,111 ) (1,249 ) Market appreciation (depreciation) (2,797 ) 6,152 (3,172 ) Realizations and distributions (456 ) (287 ) (21 ) Acquired & divested assets / Net transfers (33 ) (624 ) (20 ) Ending assets under management 309,835 313,775 167,468 Average assets under management 318,746 312,873 173,789 1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. Victory Capital Holdings, Inc. and Subsidiaries Other Assets (Institutional)1 (unaudited; in millions) For the Three Months March 31, December 31, March 31, 2026 2025 2025 Beginning other assets (institutional) $ 2,846 $ 2,726 $ 4,165 Gross client cash inflows 627 — — Gross client cash outflows (237 ) — (277 ) Net client cash flows 390 — (277 ) Market appreciation (depreciation) 32 120 78 Realizations and distributions — — — Acquired & divested assets / Net transfers — — — Ending other assets (institutional) 3,268 2,846 3,967 Average other assets (institutional)2 3,039 2,788 4,060 1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the 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 March 31, 2026, December 31, 2025 and March 31, 2025 total other assets (institutional) revenue realization was 3.5 basis points, 3.5 basis points and 3.4 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 March 31, 2026 Beginning assets under management $ 29,993 $ 11,179 $ 80,544 $ 63,380 $ 30,680 $ 91,228 $ 3,038 $ 310,042 $ 3,733 $ 313,775 Gross client cash inflows 776 250 5,070 3,057 2,789 6,718 287 18,946 235 19,181 Gross client cash outflows (2,418 ) (1,329 ) (5,639 ) (3,956 ) (1,830 ) (3,960 ) (270 ) (19,403 ) (432 ) (19,835 ) Net client cash flows (1,643 ) (1,079 ) (569 ) (899 ) 959 2,757 17 (457 ) (197 ) (654 ) Market appreciation (depreciation) 942 438 (13 ) (2,632 ) (140 ) (1,594 ) 170 (2,829 ) 32 (2,797 ) Realizations and distributions — — (266 ) — — — (190 ) (456 ) — (456 ) Acquired assets / Net transfers (9 ) (3 ) 21 (50 ) (26 ) 5 (1 ) (64 ) 31 (33 ) Ending assets under management $ 29,283 $ 10,535 $ 79,716 $ 59,798 $ 31,473 $ 92,396 $ 3,033 $ 306,235 $ 3,599 $ 309,835 December 31, 2025 Beginning assets under management $ 31,877 $ 12,722 $ 80,386 $ 63,061 $ 28,960 $ 86,963 $ 3,016 $ 306,985 $ 3,660 $ 310,644 Gross client cash inflows 846 266 5,555 3,347 1,848 5,043 221 17,127 345 17,472 Gross client cash outflows (2,539 ) (1,913 ) (5,723 ) (4,376 ) (1,578 ) (2,902 ) (185 ) (19,216 ) (367 ) (19,583 ) Net client cash flows (1,694 ) (1,647 ) (169 ) (1,028 ) 271 2,142 36 (2,089 ) (22 ) (2,111 ) Market appreciation (depreciation) (11 ) 185 759 1,536 1,482 2,148 9 6,109 43 6,152 Realizations and distributions — — (287 ) — — — — (287 ) — (287 ) Acquired assets / Net transfers (180 ) (81 ) (145 ) (189 ) (33 ) (24 ) (24 ) (676 ) 52 (624 ) Ending assets under management $ 29,993 $ 11,179 $ 80,544 $ 63,380 $ 30,680 $ 91,228 $ 3,038 $ 310,042 $ 3,733 $ 313,775 March 31, 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 1,098 445 928 82 2,137 4,363 256 9,309 177 9,486 Gross client cash outflows (1,733 ) (847 ) (1,545 ) (469 ) (3,251 ) (2,318 ) (351 ) (10,514 ) (222 ) (10,736 ) Net client cash flows (635 ) (402 ) (617 ) (386 ) (1,114 ) 2,045 (96 ) (1,205 ) (44 ) (1,249 ) Market appreciation (depreciation) (979 ) (1,194 ) 328 (630 ) 396 (1,202 ) 79 (3,202 ) 30 (3,172 ) Realizations and distributions — — — — — — (21 ) (21 ) — (21 ) Acquired assets / Net transfers (6 ) (7 ) 44 (27 ) (44 ) (57 ) 2 (94 ) 75 (20 ) Ending assets under management $ 28,964 $ 13,182 $ 24,157 $ 13,104 $ 18,334 $ 63,378 $ 2,945 $ 164,064 $ 3,404 $ 167,468 1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management by Region (unaudited; in millions) As of March 31, 2026 2025 (in millions) Amount % of total Amount % of total U.S. $ 254,786 82 % $ 161,798 97 % Non-U.S. 55,049 18 % 5,670 3 % Total AUM1 $ 309,835 100 % $ 167,468 100 % 1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 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 March 31, 2026 Beginning assets under management $ 172,203 $ 15,049 $ 126,523 $ 313,775 Gross client cash inflows 7,793 1,770 9,618 19,181 Gross client cash outflows (11,372 ) (464 ) (7,999 ) (19,835 ) Net client cash flows (3,579 ) 1,306 1,619 (654 ) Market appreciation (depreciation) (849 ) 79 (2,027 ) (2,797 ) Realizations and distributions — — (456 ) (456 ) Acquired assets / Net transfers — (33 ) — (33 ) Ending assets under management $ 167,775 $ 16,401 $ 125,659 $ 309,835 December 31, 2025 Beginning assets under management $ 172,923 $ 13,786 $ 123,935 $ 310,644 Gross client cash inflows 7,422 1,274 8,776 17,472 Gross client cash outflows (11,115 ) (246 ) (8,222 ) (19,583 ) Net client cash flows (3,693 ) 1,027 555 (2,111 ) Market appreciation (depreciation) 3,211 233 2,709 6,152 Realizations and distributions — — (287 ) (287 ) Acquired assets / Net transfers (238 ) 2 (389 ) (624 ) Ending assets under management $ 172,203 $ 15,049 $ 126,523 $ 313,775 March 31, 2025 Beginning assets under management $ 113,645 $ 7,508 $ 50,777 $ 171,930 Gross client cash inflows 3,323 3,061 3,102 9,486 Gross client cash outflows (6,328 ) (251 ) (4,156 ) (10,736 ) Net client cash flows (3,006 ) 2,810 (1,053 ) (1,249 ) Market appreciation (depreciation) (2,243 ) (50 ) (880 ) (3,172 ) Realizations and distributions — — (21 ) (21 ) Acquired assets / Net transfers (5 ) (15 ) — (20 ) Ending assets under management $ 108,392 $ 10,253 $ 48,823 $ 167,468 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. 4 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. Information Regarding Non-GAAP Financial Measures Victory Capital uses non-GAAP financial measures referred to as Adjusted EBITDA and Adjusted Net Income to measure the operating profitability of the Company. These measures eliminate the impact of one-time acquisition, restructuring and integration costs and demonstrate the ongoing operating earnings metrics of the Company. The Company has included these non-GAAP measures to provide investors with the same financial metrics used by management to assess the operating performance of the Company. Adjusted EBITDA Adjustments made to GAAP Net Income to calculate Adjusted EBITDA, as applicable, are: Adding back income tax expense; Adding back interest paid on debt and other financing costs, net of interest income; Adding back depreciation on property and equipment; Adding back other business taxes; Adding back amortization expense on acquisition-related intangible assets; Adding back share-based compensation expense associated with equity awards in connection with acquisitions and certain one-time performance-based shares; Adding back direct incremental costs of acquisitions, including restructuring costs; Adding back debt issuance cost expense; Adjusting for earnings/losses on equity method investments. Adjusted Net Income Adjustments made to GAAP Net Income to calculate Adjusted Net Income, as applicable, are: Adding back other business taxes; Adding back amortization expense on acquisition-related intangible assets; Adding back share-based compensation expense associated with equity awards in connection with acquisitions and certain one-time performance-based shares; Adding back direct incremental costs of acquisitions, including restructuring costs; Adding back debt issuance cost expense; Subtracting an estimate of income tax expense applied to the sum of the adjustments above. Tax Benefit of Goodwill and Acquired Intangible Assets Due to Victory Capital’s acquisitive nature, tax deductions allowed on acquired intangible assets and goodwill provide it with additional significant supplemental economic benefit. The tax benefit of goodwill and intangible assets represent the tax benefits associated with deductions allowed for intangible assets and goodwill generated from prior acquisitions in which the Company received a step-up in basis for tax purposes. Acquired intangible assets and goodwill may be amortized for tax purposes, generally over a 15-year period. The tax benefit from amortization on these assets is included to show the full economic benefit of deductions for all acquired intangible assets with a step-up in tax basis. View source version on businesswire.com: https://www.businesswire.com/news/home/20260506663475/en/ Investors:
Matthew Dennis, CFA
Chief of Staff
Director, Investor Relations
216-898-2412
mdennis@vcm.com Carly Thomas
Director, Investor Relations and Responsible Business
210-694-9658
cthomas@vcm.com Media:
Jessica Davila
Director, Global Communications
210-694-9693
jessica_davila@vcm.com Original: Victory Capital Reports Record First Quarter Results
US Market News
3月前
Victory Capital Submits Improved, Actionable and Clearly Superior Proposal to Acquire Janus HendersonMarch 17, 2026 7:08 AM
Business Wire
Enhanced Financial Terms Provide Higher Value and Greater Certainty for Janus Henderson Shareholders; Materially Exceeds Value of Trian’s Contemplated Transaction
Gives Special Committee Another Opportunity to Consider Improved, Superior Proposal from Independent Third Party
Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today sent a letter to the Special Committee of the Board of Directors of Janus Henderson Group plc (NYSE: JHG) (“Janus Henderson”), delivering an improved, actionable and clearly superior proposal to acquire Janus Henderson.
Under the enhanced financial terms of Victory Capital’s revised proposal, Janus Henderson shareholders would receive $40.00 per share in cash and a fixed exchange ratio of 0.250 shares of Victory Capital common stock for each Janus Henderson share owned, translating to 31% ownership in a combined asset manager with a path to meaningful future value creation. The $10.00 additional cash consideration per share in the improved proposal provides significantly greater certainty to Janus Henderson shareholders.
Based on Victory Capital’s closing share price as of March 16, 2026, Janus Henderson shareholders would receive total consideration of $56.84 per Janus Henderson share, representing $3.26 in additional per share consideration to our prior proposal and reflecting a 37% premium to Janus Henderson’s unaffected share price as of October 24, 2025. Based on Victory Capital’s unaffected share price immediately prior to submitting its proposal on February 26, 2026, Janus Henderson shareholders would receive total consideration of $59.32 per Janus Henderson share reflecting a 42% premium to Janus Henderson’s unaffected share price. The revised proposal reflects $1.2bn of incremental aggregate consideration and a 16% premium to the Trian proposal.
Victory Capital’s compelling improved proposal is fully actionable and is fully financed with no financing out. While Victory Capital remains highly confident in the synergy opportunity for the combined company outlined in its prior proposal, the Company’s committed financing does not rely on the full realization of such synergies. The financing is structured conservatively, independent of synergies and is based on the credit profile and cash flow generation ability of the combined business exclusive of any expected cost savings.
David C. Brown, Chairman and Chief Executive Officer of Victory Capital, said: “Victory Capital’s improved proposal provides Janus Henderson shareholders meaningful upfront cash value, while allowing them to retain significant ownership in a stronger combined company positioned for long-term growth. We are encouraged by the positive response shareholders have proactively communicated to us about our prior proposal and believe it clearly provides superior value compared to the currently contemplated transaction.
“Our improved proposal is fully actionable, and we do not agree with the risks associated with our compelling transaction previously cited by the Special Committee. We have repeatedly demonstrated our ability to integrate businesses while retaining clients and investment professionals without disruption to the investment process or the client experience, which has helped build the Company we are today, managing $327 billion of assets. Through direct and meaningful engagement with the Special Committee, we are confident we can address its concerns. We stand ready to execute a merger agreement expeditiously and urge the Special Committee to engage with us so that Janus Henderson shareholders can be presented with this compelling opportunity.”
Victory Capital also used the letter to address misperceptions cited by the Special Committee relating to Victory Capital’s prior proposal, summarized below:
The Special Committee’s client consent concerns are misplaced. Victory Capital has achieved an overwhelming 95%+ client consent for its most recent transactions and believes there is no credible basis for claiming that its proposal raises any real client-related concerns. Victory Capital is confident that its history of successfully securing client consents, combined with its commitment to retaining Janus Henderson’s investment professionals, by offering competitive pay, investment autonomy and industry-standard retention packages, will enable the Company to surpass the 75% threshold needed for its proposed transaction. This offers Janus Henderson far greater closing certainty than the 80% hurdle required by the Trian transaction.
Victory Capital’s synergy estimates are sound and supported by the Company’s track record. In each of its major transactions, Victory Capital has not only captured substantial net expense synergies, but often surpassed initial expectations.
Victory Capital’s proposal provides both greater certainty of value and the opportunity for Janus Henderson shareholders to participate in significant upside as markets recognize the value of the combination. The Victory Capital proposal offers almost the entirety of Janus Henderson’s unaffected share price as of October 24, 2025, in cash, with the stock consideration providing additional value and substantial upside participation through 31% ownership of the pro forma company. Further, the combined company would be highly diversified and better positioned to compete at scale against the largest asset managers in the world. Moreover, under the merger agreement with Trian, Janus Henderson would be acquired by a newly created acquisition vehicle with no operating experience, formed by a consortium of financial buyers and not a traditional asset manager – this construct offers no benefits of incremental scale.
Victory Capital provides a strategic and stable long-term partner, unlike a transaction with a financial buyer. The Company is committed to retaining and supporting investment professionals and preserving the Janus Henderson brand. The Company will ensure that appropriate retention programs are put in place at Janus Henderson. Victory Capital’s operating model preserves the investment autonomy of each investment team by providing best-in-class support through its scaled platform. The Company’s investment performance demonstrates the strength of its track record. Additionally, the combined company will be more competitive and have even greater resources to make further investments and enhance operating and distribution platforms – benefiting all employees and materially improving growth prospects.
Victory Capital believes Janus Henderson shareholders will overwhelmingly support its improved proposed transaction when they are provided with the opportunity to vote on it. Given the strength of the Company’s proposal, and the importance of a vote on the sale of Janus Henderson, Victory Capital expects a strong turnout from the Janus Henderson shareholders who will support the transaction and meet the two-thirds voting requirement for approving a merger under Jersey law. Precedent merger votes at publicly listed Jersey-incorporated targets over the last 10 years have consistently received support from more than 95% of votes cast, which is higher than what Victory Capital would have to achieve from non-Trian shareholders at anticipated attendance levels.
Victory Capital has confidence in its own shareholder support. Victory Capital is the best-performing traditional asset manager in the period since its IPO, with a TSR of 500%+. Driven by its exemplary track record, Victory Capital has fostered strong relationships with employees and shareholders alike. Based on the Company’s ongoing dialogue with its shareholders, track record of securing shareholder approval in prior transactions, and significant ownership held by the Company’s employees and key partner shareholders, the Company fully expects to receive the requisite shareholder support for this transaction.
Victory Capital believes the currently contemplated transaction with Trian, an insider shareholder that has two directors on the Board, is precisely the situation that warrants independent directors exercising the utmost care to ensure that Janus Henderson’s public shareholders are afforded the best deal. Victory Capital’s improved, actionable and clearly superior proposal gives the Special Committee an opportunity to promptly begin real discussions with the Company.
PJT Partners is serving as financial advisor to Victory Capital and Willkie Farr & Gallagher LLP is serving as legal advisor.
The full text of Victory’s letter to the Special Committee can be found below:
March 17, 2026
To: The Special Committee of the Board of Directors, Janus Henderson Group plc
Re: Improved Proposal
We were surprised by the Special Committee’s failure to make the determination that our February 26th proposal was superior to the existing Trian transaction given that our proposal is both actionable and provides superior value. We are encouraged by the positive response shareholders have proactively communicated to us about our proposal. Our “best-of-both-worlds” transaction structure allows Janus Henderson Group plc (“Janus Henderson”) shareholders to receive majority upfront consideration in cash and retain meaningful combined company ownership, enabling participation in long-term value creation, stemming from strategic alignment and accelerated growth potential. The combination yields a significant increase in scale, with 60%+ higher AUM and 85%+ greater EBITDA (pre-synergies) than standalone Janus Henderson, creating a combined company that would be highly diversified and better positioned to compete at scale against the largest asset managers in the world.
To underscore our commitment to this transformative combination, we are prepared to provide Janus Henderson shareholders with a significantly enhanced financial proposal. Specifically, we are now offering cash consideration of $40.00 per share plus 0.250 Victory shares for each Janus Henderson share, resulting in Janus Henderson shareholders owning 31% of the pro forma company.
Our improved proposal represents:
$10 additional cash consideration per share ($1.5bn more cash consideration) to provide for significantly greater value certainty
31% ownership in a combined asset manager with a path to meaningful future value creation
$3.26 in additional per share consideration compared to our prior proposal (based on Victory’s closing share price on March 16th)
$1.2bn of incremental aggregate consideration and a 16% premium to Trian’s proposal (based on Victory’s closing share price on March 16th), with an opportunity for greater value increase through pro forma ownership in the combined company
Our compelling new proposal is fully actionable and is fully financed with no financing out. We have obtained committed financing in support of our improved proposal. While we remain highly confident in the synergy opportunity for the combined company outlined in our prior proposal, we want to emphasize that our committed financing does not rely on the full realization of such synergies. Our financing is structured conservatively, independent of synergies and is based on the credit profile and cash flow generation ability of the combined business exclusive of any expected cost savings. Pro forma for the combination, Victory’s net leverage will be 3.5x LTM EBITDA, excluding synergies, and 2.7x LTM EBITDA, including synergies at close.
As a seasoned acquirer with $327bn of assets and a market capitalization (based on all outstanding equity) of ~$6bn, we have a successful track record of acquiring and integrating large asset managers and retaining clients as well as investment professionals without disruption to the investment process or the client experience. In our precedent transactions, client consent percentages at closing were over 95% (compared to the 75% closing standard we propose). We have also retained key investment professionals in prior acquisitions. Moreover, our business is complementary to Janus Henderson’s – we offer complementary products across the same distribution platforms and investment consultants. We are confident that, through meaningful engagement with us, you will not find any concerns with client consent or employee retention.
We recognize why Trian would say they would oppose our proposal, as it is in their clear self-interest to preserve their modest premium $49 per share deal in contrast to the $56.84 per share deal represented by our improved proposal, which delivers $1.2bn in additional value to Janus Henderson shareholders based on our closing share price on March 16th. We struggle to understand why non-insider Janus Henderson shareholders would support Trian’s transaction given our actionable and clearly superior proposal. We remain confident that once the Special Committee determines our proposal is a superior proposal, Janus Henderson shareholders will overwhelmingly support the Victory deal.
We remain convinced that we are the best partner for Janus Henderson. To that end, we are supplementing our proposal with the attached merger agreement, which, as previewed, is substantially the same as the Trian agreement but reflects the increase in the purchase price, the stock component of the consideration and the other improvements that materially increase deal certainty compared to the Trian deal. Victory is prepared to execute this merger agreement expeditiously, subject only to confirmatory due diligence. Such due diligence can be accomplished in less than fourteen days with complete access to Janus Henderson management.
We reiterate that the issues cited by the Special Committee in its March 11th press release as the basis for rejecting our prior proposal could be addressed through engagement. We do not agree with the cited risks associated with the compelling Victory transaction, and our perspective is further outlined in the attached Appendix for the Special Committee’s consideration. We continue to urge the Special Committee to fulfill its fiduciary duties and act in the best interest of all Janus Henderson shareholders, by promptly beginning negotiations with us to deliver superior value. We, and our financial advisor PJT Partners, stand prepared to answer any further questions relating to our proposal.
Very truly yours,
Victory Capital Holdings, Inc.
By: /s/ David C. Brown
David C. Brown
Chairman and Chief Executive Officer
This proposal is solely an indication of interest, and does not constitute an offer, or the solicitation for an offer, or any commitment on our part to submit a definitive proposal at any time in the future or to proceed with any potential transaction. No obligations will be imposed on any person unless and until a written merger agreement that is mutually acceptable is entered into with respect to a transaction.
Appendix
Give a Fair Chance to a Better Actionable Proposal from an Independent Third Party
The existing deal is with an insider shareholder that has two directors on the Board. This is precisely the situation that warrants independent directors exercising the utmost care to ensure that the public shareholders are afforded the best deal. We observe from your proxy statement the insider’s tactics in arriving at a signed transaction:
Publicly announcing a non-binding unsolicited bid for Janus Henderson that put Janus Henderson in play
When a single third party (Victory) emerges with a superior competing proposal to the inside deal, the insider then asserting that it would not support an alternative transaction
The uncertainty created by the public announcement of the Trian bid leading management to advise the Special Committee that a deal needed to be signed quickly to avoid potential employee attrition
The insider's invoking uncertainty with its financing as the rationale for pushing quickly to sign its deal by year end
The insider negotiating off-market expense reimbursement and termination fee provisions for the benefit of the insider’s acquisition vehicle, resulting in $111.42mm in expense reimbursements (1.5% of equity value) if Janus Henderson shareholders fail to approve the Trian deal and a $297.13mm cash termination fee (4% of equity value) if Janus Henderson terminates the deal to enter into a superior proposal
Our improved, actionable, superior proposal gives the Special Committee an opportunity to promptly begin real discussions with Victory.
The 32-minute call on March 9th with the Special Committee was perfunctory. The assertions that Victory did not articulate specific plans for obtaining client consent and required shareholder votes or adequately justify synergies are unwarranted, given Victory was never provided any agenda for the call, or asked detailed or follow-up questions during the brief conversation. We question what of substance could have possibly been achieved in the mere 32 minutes of engagement we were afforded.
We are addressing below several misperceptions cited by the Special Committee relating to our prior proposal.
Client Threshold Is Not a Real World Concern for Our Proposal
Victory has a long, proven track record of executing acquisitions that require client consent from the same distribution channels as would be required for the Janus Henderson transaction. In our most recent transactions, we achieved an overwhelming 95%+ client consent for each transaction.
The suggestion that Victory would have difficulty securing 75% client consent seems entirely unfounded. In comparable asset management transactions over the past 10 years, client consents have not been viewed as an obstacle by proxy advisors. We have not observed a precedent transaction with a public company target of any material size failing to close because of a client consent condition.
Combining our history of successfully securing these approvals, and our commitment to retaining Janus Henderson’s investment professionals by offering competitive pay, investment autonomy and industry-standard retention packages, we see no credible basis for claiming that our prior proposal raises any real client-related concerns. Victory products have widespread, industry-leading acceptance rates among clients – Victory currently has products with approximately 150,000 financial advisors, representing over half of all advisors in the United States, as well as with roughly 5,000 registered investment advisors, accounting for nearly one-third of all U.S. RIAs. In addition, Victory shares client relationships with eight of the ten largest U.S. institutional consulting firms and 29 of the 40 largest firms. Moreover, we have clients in 60 countries across the world. We are confident in our ability to surpass the 75% threshold, which offers Janus Henderson far greater closing certainty than the 80% hurdle required by the Trian transaction.
Synergies Estimates Are Sound
As we have made clear in our prior letters, Victory’s exceptional track record in delivering synergies, while enhancing client experience, is undeniable. In every major transaction, Victory has not only captured substantial net expense synergies but often surpassed our initial expectations. The market has repeatedly validated our ability to successfully integrate acquisitions.
Janus Henderson’s own financial advisor acknowledges that precedent asset management transactions typically generate synergies equal to roughly 30% of the target’s expense base (reference page 11 of “Project Jewel Discussion Materials” dated March 3rd, filed as Exhibit 99.(c)(ix) to the Schedule 13E-3/A on March 11th). Against that benchmark, Victory’s target of ~31% synergy realization on Janus Henderson’s 2025 expense base is entirely reasonable and consistent with our history.
We approach estimated synergies by examining the larger expense base of the pro forma combined company. Victory has EBITDA margins of ~50%, compared to ~30% for Janus Henderson. Including our estimated $500mm annual synergies, the combined company’s margin would still be less than Victory’s standalone margins.
We believe that synergies driven by efficiencies in the middle and back office, operational and administrative infrastructure, vendor consolidation and duplication will leverage the economies of scale of the combined platform and, most importantly, do not represent risk to client experience or compliance, systems, and services. We re-emphasize that Victory plans to retain and support investment professionals and maintain the current investment processes to minimize any impact. With the alternative transaction, a financial buyer’s monetization goals, undisclosed post-closing synergy plans and subsequent potential changes of ownership may present risk for investment process disruption.
Degradation of investment performance and client experience is an unsubstantiated concern. Victory’s investment performance speaks for itself:
A majority of Victory’s mutual funds and ETFs, representing ~65% of rated fund AUM, achieved 4- or 5-star overall ratings from Morningstar
Nearly half of fund AUM ranked in the top quartile over the trailing 3-year period
~80% of AUM outperformed benchmarks over the last 10-year period
Pioneer’s investment performance has remained extremely strong under Victory's ownership
Morningstar metrics steady or improved since the transaction closed
Pioneer has been net flow positive in each quarter since the transaction closed
High Certainty of Value and Value Creation
Our “best-of-both-worlds” improved transaction offers Janus Henderson shareholders material upfront consideration delivered in cash, along with a significant ownership stake of 31% in the pro forma company, allowing them to participate in significant upside as markets recognize the value of the combination – upside that is absent in the current transaction with Trian, a financial buyer. Our proposal offers almost the entirety of Janus Henderson’s unaffected share price in cash, with stock consideration providing substantial upside participation through 31% ownership of the pro forma company.
We remain highly confident in the synergy opportunity for the combined company outlined in our prior proposal. As benefits around synergies and growth are realized and the Victory trading multiple appropriately reflects the pro forma company’s future prospects, Janus Henderson’s shareholders will share in the meaningful long-term value creation.
Indeed, even publicly filed analysis of our prior proposal by your financial advisor (reference page 13 of “Project Jewel Discussion Materials” dated March 3rd, filed as Exhibit 99.(c)(ix) to the Schedule 13E-3/A on March 11th) clearly demonstrates the upside potential through pro forma value creation and increased share price across a vast spectrum of potential scenarios.
Lastly, scale is one of the most important determinants of success in our industry, so we disagree with the assertion that Victory’s “small” size poses a material risk. Victory’s AUM is ~40-50x that of Trian’s and ~10x that of General Catalyst’s. Moreover, under the merger agreement with Trian, Janus Henderson would be acquired by a newly created acquisition vehicle with no operating experience, formed by a consortium of financial buyers and not a traditional asset manager – this construct offers no benefits of incremental scale.
Employees Will Find a Permanent Home at Victory vs. a Transaction with a Financial Buyer
Investment management is a people-driven business and, as such, Janus Henderson’s employees are core to its continued success. A combination with Victory undoubtedly represents reduced uncertainty for employees on account of several factors:
We are committing to retain and support investment professionals and preserve the Janus Henderson brand. We will ensure that appropriate retention programs are put in place at Janus Henderson
Our operating model preserves the investment autonomy of each investment team providing best-in-class support through our scaled platform. Our investment performance demonstrates the strength of our track record of success
Throughout our history, we have fostered a culture of ownership, in which our employees have meaningful ownership in our company and our products, aligning the interests of our company, employees and clients
We are in the human capital business and, as such, we value and appreciate our most important asset, our people. We employ “owners” not employees. Accordingly, we strive to offer highly competitive compensation and comprehensive health, wellness and retirement benefits to our employees
One of our greatest strengths is our employee retention which has contributed to our company’s long-term success and demonstrates our commitment to our employees
The combined company will be more competitive and have even greater resources to make further investments to enhance operating and distribution platforms benefiting all employees and materially improving growth prospects
We Believe Janus Henderson Shareholders Will Overwhelmingly Support Our Improved Proposal
When they are provided with the opportunity to vote on our transaction, we are confident the Janus Henderson shareholders will overwhelmingly support Victory’s improved proposed transaction. Given the strength of our proposal and the importance of a vote on the sale of Janus Henderson, we expect a strong turnout from the Janus Henderson shareholders who will support the transaction and meet the two-thirds voting requirement for approving a merger under Jersey law. Precedent merger votes at publicly listed Jersey-incorporated targets over the last 10 years have consistently received support from more than 95% of votes cast, which is higher than what Victory would have to achieve from non-Trian shareholders at anticipated attendance levels. An analysis conducted by your own financial advisor (reference page 14 of “Project Jewel Discussion Materials” dated March 3rd, filed as Exhibit 99.(c)(ix) to the Schedule 13E-3/A on March 11th) indicates, at anticipated attendance levels, Victory would need between 85% and 90% support from non-Trian voters in order to reach the two-thirds threshold. Considering the superior value of the proposal and the support levels of prior similar transactions, this threshold is readily achievable.
We Have Confidence in Our Shareholders’ Approval
Since our IPO 8 years ago, Victory has been led by its CEO and current leadership team, executing on the same, consistent and focused strategy. Victory is the best-performing traditional asset manager in the period since its IPO, with a TSR of 500%+. Driven by our exemplary track record, we have fostered strong relationships with our employees and shareholders alike. We also maintain a robust engagement program with our shareholders, a significant number of whom have proactively expressed their support for the proposed transaction with Janus Henderson. Based on our ongoing dialogue with our shareholders, track record of securing shareholder approval in prior transactions, and significant ownership held by Victory employees and key partner shareholders, we fully expect to receive the requisite shareholder support for this transaction. In our Pioneer transaction, over 99% of the votes cast supported the share issuance proposal. The pro forma company offers stability and meaningful long-term value creation opportunities for both shareholders and employees, including the strategic advantages of creating a larger, more competitive asset manager with enhanced diversification and distribution capabilities. If our merger agreement with Janus Henderson is terminated because our shareholders fail to approve the issuance of our shares in the transaction, we will reimburse Janus Henderson for the off-market termination fee paid to the Trian acquisition vehicle.
About Victory Capital
Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $327.1 billion in total client assets under management as of February 28, 2026. 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 communication contains 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 Holdings, Inc.’s (“Victory Capital”) 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. All statements, other than historical facts, including statements regarding the ultimate outcome of discussions between Victory Capital and Janus Henderson Group plc (“Janus Henderson”), including the possibilities that Victory Capital will not pursue a transaction with Janus Henderson or that Janus Henderson will reject a transaction with Victory Capital; the ability of the parties to complete a transaction when expected or at all; the risk that the conditions to the closing of any proposed transaction, including receipt of required regulatory approvals, client consents and approval of Victory Capital’s or Janus Henderson’s stockholders, are not satisfied in a timely manner or at all; potential litigation related to any proposed transaction; the risk that disruption from the proposed transaction adversely affects the respective businesses and operations of Victory Capital and Janus Henderson; the expected benefits of any proposed transaction, such as expected revenue, EBITDA, EBITDA margin, and/or synergies, efficiencies or cost savings; growth potential of Victory Capital, Janus Henderson or a potentially combined company; diversified product offerings and expanded distribution; market profile and financial strength, including near term and long-term value for shareholders, and opportunities for long-term growth and value creation; potential adverse reactions or changes to client and other business relationships resulting from the announcement, pendency or completion of the transaction; the ability to retain key employees; the competitive ability and position of Victory Capital, Janus Henderson or a potentially combined company; the ability to effectively and efficiently integrate the companies; future plans and investments; and any assumptions underlying any of the foregoing, are forward-looking statements. Factors that may affect the future results of Victory Capital are set forth in Victory Capital’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including Victory Capital’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in Victory Capital’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not exclusive and further information concerning Victory Capital and its business, including factors that potentially could materially affect Victory Capital’s business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Victory Capital files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, Victory Capital assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
This communication relates to a proposal which Victory Capital has made to the Special Committee of Janus Henderson’s Board of Directors for an acquisition of Janus Henderson. In furtherance of this proposal and subject to future developments, Victory Capital (and, if a negotiated transaction is agreed, Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Victory Capital and/or Janus Henderson may file with the SEC in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS OF VICTORY CAPITAL AND JANUS HENDERSON ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VICTORY CAPITAL, JANUS HENDERSON AND THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Victory Capital and/or Janus Henderson, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by Victory Capital free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Victory Capital (if and when available) will also be made available free of charge by accessing Victory Capital’s website at www.vcm.com.
Certain Information Regarding Participants
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Victory Capital and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of any proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Victory Capital’s definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025, and certain of its Current Reports on Form 8-K. Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website at http://www.sec.gov and Victory Capital’s website at www.vcm.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260317666968/en/
Investors:
Matthew Dennis, CFA
Chief of Staff
Director, Investor Relations
216-898-2412
mdennis@vcm.com
Media:
Andy Brimmer / Richard M. Goldman / Maggie Carangelo
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
VictoryCapitalMedia@Joelefrank.com
Jessica Davila
Director, Global Communications
210-694-9693
jessica_davila@vcm.com
Original: Victory Capital Submits Improved, Actionable and Clearly Superior Proposal to Acquire Janus Henderson
US Market News
4月前
Victory Capital Affirms Fully Financed, Clearly Superior Proposal to Acquire Janus HendersonFebruary 26, 2026 7:05 AM
Business Wire
Total Consideration of $57.04 Per Share Represents a 37% Premium to Janus Henderson’s Unaffected Share Price as of October 24, 2025
Provides Janus Henderson Shareholders with Substantial Premium, Significant Upfront Cash Proceeds and Meaningful Upside Through ~38% Ownership of the Combined Company
Proposal Exceeds Value of Trian’s Contemplated Transaction by ~16%
Victory Capital Urges Special Committee to Immediately Consider Fully Financed and Actionable Proposal to Maximize Value for All Shareholders
Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today sent another letter to the Special Committee of Janus Henderson Group plc’s (NYSE: JHG) (“Janus Henderson”) Board of Directors, delivering a fully financed, actionable proposal to acquire Janus Henderson on compelling terms that provide meaningfully higher value than the transaction currently contemplated with Trian Fund Management, L.P. and its affiliated funds (“Trian”).1
Under the terms of this “best-of-both-worlds” proposal, Janus Henderson shareholders would receive total consideration of $57.04 per share, consisting of $30.00 in cash and a fixed exchange ratio of 0.350 shares of Victory Capital common stock, based on Victory Capital’s closing stock price as of February 25, 2026. This proposal represents a 37% premium to Janus Henderson’s unaffected share price as of October 24, 2025 and an approximately 16% premium to Janus Henderson’s currently contemplated transaction with Trian.
Following the transaction, Janus Henderson shareholders are expected to own approximately 38% of the combined company, which would have a total enterprise value of approximately $16 billion.2 This would provide substantial potential upside as benefits from synergies and growth are realized, while also delivering significant upfront cash proceeds to Janus Henderson shareholders.
A combination between Victory Capital and Janus Henderson would build on Victory Capital’s highly successful track record of acquiring and integrating investment firms into its platform, creating a global investment management business with exceptional diversification and distribution capabilities that is better positioned to compete at scale against the largest asset managers in the world. Additionally, Victory Capital’s proposal provides stability for clients as it intends to retain investment professionals, preserve the Janus Henderson brand and minimize disruption.
Victory Capital strongly believes that its proposal constitutes a “Company Superior Proposal” under the Trian merger agreement due to its higher value and minimal execution risk. Victory Capital has materially improved non-price terms compared to the currently contemplated transaction with Trian, including no financing outs, full specific performance protection for Janus Henderson, a lower client consent closing condition, a lower termination fee, and no requirement for Janus Henderson to make a payment to Victory Capital if Janus Henderson shareholders do not approve the transaction with Victory Capital. Accordingly, Victory Capital believes that the Special Committee should determine that the proposal constitutes (or would reasonably be expected to result in) a “Company Superior Proposal” and engage with Victory Capital as permitted under the merger agreement with Trian.
David C. Brown, Chairman and CEO of Victory Capital, said, “We are confident that combining Victory Capital and Janus Henderson, two similarly sized, complementary organizations, would create a more competitive platform that would deliver superior value for shareholders, employees and clients alike. Our proposal is fully financed and provides Janus Henderson shareholders with meaningful long-term upside through ownership of a stronger, more competitive organization. We have a proven track record of successfully and thoughtfully integrating businesses, supporting investment firms, unlocking value through synergy realization, and growth, as recently demonstrated by our acquisition of Pioneer. We firmly believe Janus Henderson stakeholders would similarly benefit from the strategic alignment and long-term value creation enabled by bringing our two firms together, and are ready to move forward expeditiously toward a transaction.”
Victory Capital’s November and December 2025 proposals to Janus Henderson’s Special Committee clearly provided superior value to Janus Henderson shareholders. Despite being the only credible, unaffiliated bidder, Victory Capital was not granted any meaningful engagement or any access to information that would have allowed the Company to further refine its proposal before Janus Henderson moved forward with an insider proposal. Victory Capital’s review of Janus Henderson’s and Trian’s public filings released after the announcement of the currently contemplated transaction with Trian has only strengthened Victory Capital’s conviction that it is uniquely positioned to deliver greater value to Janus Henderson and its shareholders.
Mr. Brown continued, “Despite submitting multiple superior proposals and repeatedly attempting to engage with Janus Henderson prior to the signing of the Trian merger agreement, the Janus Henderson Special Committee declined any meaningful dialogue. The letter we sent to the Special Committee today should clear up any misperception concerning the strength of our proposal and ability to complete a transaction. We believe it is important that both the Special Committee and Janus Henderson investors have correct and complete information about our compelling and actionable proposal. We are confident that a thorough evaluation will demonstrate that our proposal represents a superior alternative with minimal execution risk, and we urge the Janus Henderson Special Committee to fulfill its fiduciary duties and act in the best interest of Janus Henderson shareholders by promptly engaging with us.”
PJT Partners is serving as financial advisor to Victory Capital and Willkie Farr & Gallagher LLP is serving as legal advisor.
The full text of the letter sent today to Janus Henderson’s Special Committee can be found below:
February 26, 2026
To: The Special Committee of the Board of Directors, Janus Henderson Group plc
We have long believed that a combination of Victory Capital Holdings, Inc. (“Victory”) and Janus Henderson Group plc (“Janus Henderson” or the “Company”) would be transformative for both companies. The combination brings together two industry leaders to create a scaled, more competitive asset manager with exceptional diversification and distribution capabilities. We firmly believe that Victory is the right partner for Janus Henderson, and that a transaction with Victory is undoubtedly the value maximizing path for Janus Henderson shareholders.
The actionable proposals we put forth on November 24, 2025, December 8, 2025, and December 22, 2025 were clearly superior to any alternative proposals available to Janus Henderson, including the Trian transaction that was announced on December 22, 2025. We provided higher, more compelling value with minimal execution risk and a “best-of-both-worlds” transaction structure, where Janus Henderson shareholders would receive majority upfront consideration in cash while retaining meaningful ownership to participate in significant long-term value creation from synergies and strategic alignment.
Notwithstanding the fact that we were the only credible, unaffiliated party that expressed interest and indicated a valuation range in excess of Trian’s proposal, we were denied the opportunity to engage in any meaningful dialogue and not provided access to any information to refine our proposal, prior to Janus Henderson entering into an agreement with Trian (a Company insider).
Having reviewed public filings that have been made available subsequent to the announcement of the Trian transaction – information that could easily have been furnished to us if you had chosen to engage – as well as observing industry developments in the interim, our conviction that we are uniquely positioned to deliver superior value for Janus Henderson and its shareholders has only strengthened.
As outlined below, we are proposing a higher day one value with no financing risk, opportunity for Janus Henderson shareholders to participate in meaningful upside, and materially improved terms with minimal execution risk.
Proposed Higher Value and “Best-of-Both-Worlds” Transaction Structure
Specifically, our proposal is:
Cash consideration of $30.00 per share
Fixed exchange ratio of 0.350 of a Victory share for each Janus Henderson share, reflecting $27.04 per Janus Henderson share and translating to 38% pro forma ownership in the combined company
This day one value of $57.04 is 16% higher than the currently contemplated transaction with Trian and at a 37% premium to the Company’s unaffected share price (as of 10/24/2025). We would also highlight that unlike the Trian offer, our proposal offers attractive premiums consistent with recently announced acquisitions in the industry, for example, the acquisition of Schroders by Nuveen.
In addition to material upfront consideration delivered in cash, our proposal provides Janus Henderson shareholders significant ownership stake in the pro forma company, allowing them to participate in significant upside as markets recognize the value of the combination. As benefits around synergies and growth are realized and the Victory trading multiple appropriately reflects the pro forma company’s future prospects, Janus Henderson shareholders will share in the meaningful long-term value creation.
Fully Financed Offer with No Financing Risk
We intend to fund the transaction with cash on hand and committed financing. As previously stated, our offer is not subject to any financing conditions. We have attached a customary commitment letter from each of our debt financing sources, consisting of two of the most reputable global investment banks. We will have sufficient committed capital to consummate the proposed acquisition.
Pro forma for the combination, Victory’s gross leverage will be 3.5x 2025 EBITDA, excluding synergies and 2.6x 2025 EBITDA, including synergies. Based on our review of publicly available information regarding the Trian transaction, we believe our proposed transaction represents lower pro forma leverage versus the currently contemplated transaction (4.6x gross debt, including preferred equity, to 2025 EBITDA).
Under the contemplated transaction with Trian’s acquisition vehicle, Trian’s sole obligation in the case of a debt financing failure (or a preferred equity financing failure) is to have the vehicle’s various equity investors pay Janus Henderson a $222.85m “reverse” termination fee (3% of equity value as compared to a more customary 5-6%); Trian cannot be compelled to close in that situation. Our proposal, in contrast, has no financing outs and provides Janus Henderson with a full specific performance remedy if there were a failure in Victory’s financing.
Setting up the Company for Success
Victory believes that success in asset management relies on the quality and engagement of its people. Victory anticipates retaining substantially all Janus Henderson investment professionals, as we have done in substantially all our prior acquisitions. Our past acquisitions also stand testimony to the fact that once businesses are brought onto the Victory platform, client experience and investment performance have not been disrupted. In our recent acquisition of Pioneer, performance of the platform, which was strong, has further improved under our ownership. Pioneer has also continued to experience organic growth and is net flow positive since the transaction closed, demonstrating our commitment to maintaining excellence of investment teams and processes. More broadly, as a firm, Victory has achieved excellent investment performance, evident in our recent earnings reports.
In light of Victory’s successful long-term acquisition track record and plans to retain investment professionals, we do not believe that there is any meaningful risk of key employee attrition from our transaction. Further, we believe our revenue share-based compensation structure for investment professionals is highly attractive and a significant opportunity for investment professionals to participate in the success of the platform.
Following the combination, we also envision retaining key non-investment Janus Henderson employees for meaningful leadership roles. We also intend to retain the brand.
Anticipated Meaningful Synergies and Value Creation
A combination would result in considerable synergies and significant value creation for both companies’ shareholders. Our preliminary estimated cost synergies of $500m are driven primarily by efficiencies in the middle and back office, operational and administrative infrastructure, vendor consolidation and duplication, and leveraging the economies of scale of the combined platform. Sources of synergies identified here are similar to those in Victory’s past acquisitions and are not likely to cause client concerns.
Our stellar track record for realizing synergies speaks for itself. In all past transactions, we have not only delivered on meaningful cost synergies but often exceeded what we initially planned. We have also realized meaningful revenue synergies in our previous acquisitions, which have resulted in material upside for shareholders.
The public market has validated our success:
Victory’s share price increased ~120% in the year following the USAA Asset Management announcement and over 800% to-date.
Victory’s share price has increased ~80% following the announcement of the Pioneer Memorandum of Understanding.
Victory is the best performing traditional asset manager since its IPO, with a TSR of ~600%.
Moreover, since our MBO in 2013, the TSR is over 2,000%.
Since Trian initially disclosed its investment in Janus Henderson in October 2020, Victory has outperformed Janus Henderson in excess of 200% TSR for its shareholders.
Minimal Disruption and Client Consent Risk
A combination of both firms lays the strategic foundation for the creation of a diversified global investment management business that is better positioned to compete at scale against the largest asset managers in the world. The combined platform will offer stability and participation in potential long-term value creation for shareholders and employees – key tenets that are absent in a transaction with a financial buyer such as Trian.
Multiple changes of ownership driven by monetization goals of a financial buyer create uncertainty for clients and employees that will be avoided with Janus Henderson’s inclusion within the Victory platform. As highlighted above, Victory plans to retain and support key investment professionals and minimize any impact on the investment process.
We also have substantial experience in successfully executing acquisitions requiring client consent. Our Pioneer and USAA Asset Management transactions were acquisitions of asset managers with large mutual fund complexes, and we successfully obtained the required mutual fund consents. With this combination of a successful history of obtaining mutual fund consents and our retaining Janus Henderson investment professionals, we believe that our proposal poses no client concerns. To demonstrate our conviction that our proposal raises no client consent concerns, we will reduce the client closing condition in the merger agreement from the 80% standard in the Trian agreement to 75%. This change provides Janus Henderson with meaningfully more closing certainty than the Trian transaction. From our review of the preliminary proxy statement, we note that the 75% threshold is what the Special Committee had sought from Trian.
Expeditious Due Diligence Timeline
We expect to conduct confirmatory financial, legal, operational and business due diligence.
Even though we were given no opportunities to conduct due diligence to-date or engage with Company management, we expect to complete our diligence expeditiously and be in a position to enter into a merger agreement shortly thereafter, provided the requisite access to information and Janus Henderson management is provided in a timely manner.
No Trian Voting Agreement Required
Consistent with our proposals on December 8, 2025 and December 22, 2025, we reaffirm that we do not require a voting agreement from Trian to consummate a transaction. With the compelling and superior proposal we are presenting, we are confident that Janus Henderson shareholders will overwhelmingly vote in favor of our transaction and satisfy the two-thirds voting standard for approving a merger under Jersey law. The specter of a 20% conflicted shareholder should not prevent the board of directors and the Special Committee from acting to provide all Janus Henderson shareholders with the opportunity to receive the benefits of a far superior transaction.
Our proposal will require a vote of our shareholders to approve the contemplated issuance of shares in the transaction as required under Nasdaq rules. Given the anticipated strength of the combined company, we are confident that our shareholders will approve the issuance of shares just as they overwhelmingly approved our share issuance in our 2025 acquisition of Pioneer.
Improvements to Trian Merger Agreement
The merger agreement for our proposal will be substantially the same as the Trian agreement but will reflect the increase in the purchase price and the stock consideration and reflect the following changes that materially increase deal certainty compared to the Trian deal.
In our merger agreement, we will:
Decrease the threshold in the client consent condition from the 80% in the Trian agreement to 75%.
Eliminate the unusual provision in the Trian agreement requiring Janus Henderson to pay the buyer $111.42m in expense reimbursements (a highly off-market 1.5% of equity value) if Janus Henderson shareholders fail to approve the merger. In our merger agreement, Janus Henderson would not be required to make a payment to us if Janus Henderson shareholders do not approve our transaction.
Reduce the termination fee from the 4% in the Trian agreement to the 3% that the Special Committee sought from Trian.
Provide Janus Henderson with full recourse against Victory if there were a financing failure as opposed to Janus Henderson’s sole remedy of a $222.85m reverse termination fee payable by the equity investors in the Trian acquisition vehicle.
No Adjustment to Proposal as a Result of 4% Termination Fee Payable to Trian Acquisition Vehicle
When the Janus Henderson board terminates the Trian merger agreement to accept our superior proposal, a $297.13m termination fee (4% of equity value) will be due to Trian, a Company insider, under the agreed terms of the Trian merger agreement. This leakage of value to an inside shareholder is unfortunate and could have been avoided had the Special Committee engaged with us prior to signing the merger agreement with Trian. Nonetheless, we have not reduced the value of our proposal, and our $57 per share proposal takes into account that this fee is payable to the Trian acquisition vehicle.
Our Proposed Transaction is a Superior Proposal
For the reasons stated in this letter, we believe that our proposed transaction is a superior proposal to Janus Henderson shareholders compared to the Trian transaction. Consistent with your fiduciary duties as directors and the terms of the Trian merger agreement, we believe your board of directors (acting on the recommendation of the Special Committee) should determine that this proposal constitutes (or would reasonably be expected to result in) a “Company Superior Proposal” (as defined in the Trian merger agreement) and engage in negotiations and discussions with us regarding this proposal and furnish us with information relating to the Company. We are prepared to enter into a confidentiality agreement with the Company in the form contemplated by the Trian merger agreement.
Closing Remarks; Next Steps
We have tremendous respect for Janus Henderson’s global franchise, leadership team, and brand and continue to remain very excited about this opportunity. We hope that this letter clears up any apparent misperceptions concerning the strength of our proposal and ability to complete a transaction. We, and our financial advisor PJT Partners, stand prepared to answer any further questions relating to our proposal.
We urge the Special Committee to fulfill its fiduciary duties and act in the best interest of Janus Henderson shareholders. Even though we were denied the opportunity to engage previously, the Special Committee can and must now discharge those duties by promptly beginning negotiations with us to deliver superior value to Janus Henderson shareholders.
We look forward to discussions with you and your advisors.
Given the market speculation that Victory is “Party A” referred to in your proxy materials and our belief that it is in the best interests of your and our shareholders to have current and complete information about our proposal and the reasons we believe that it is a compelling and actionable opportunity, we plan to make this letter publicly available concurrently with this submission to you.
This Proposal is solely an indication of interest, and does not constitute an offer, or the solicitation for an offer, or any commitment on our part to submit a definitive proposal at any time in the future or to proceed with any potential transaction. No obligations will be imposed on any person unless and until a written merger agreement that is mutually acceptable is entered into with respect to a transaction.
Very truly yours,
Victory Capital Holdings, Inc.
By: /s/ David C. Brown
David C. Brown
Chairman and Chief Executive Officer
About Victory Capital
Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $323.2 billion in total client assets, as of January 31, 2026. 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 communication contains 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 Holdings, Inc.’s (“Victory Capital”) 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. All statements, other than historical facts, including statements regarding the ultimate outcome of discussions between Victory Capital and Janus Henderson Group plc (“Janus Henderson”), including the possibilities that Victory Capital will not pursue a transaction with Janus Henderson or that Janus Henderson will reject a transaction with Victory Capital; the ability of the parties to complete a transaction when expected or at all; the risk that the conditions to the closing of any proposed transaction, including receipt of required regulatory approvals, client consents and approval of Victory Capital’s or Janus Henderson’s stockholders, are not satisfied in a timely manner or at all; potential litigation related to any proposed transaction; the risk that disruption from the proposed transaction adversely affects the respective businesses and operations of Victory Capital and Janus Henderson; the expected benefits of any proposed transaction, such as expected revenue, EBITDA, EBITDA margin, and/or synergies, efficiencies or cost savings; growth potential of Victory Capital, Janus Henderson or a potentially combined company; diversified product offerings and expanded distribution; market profile and financial strength, including near term and long-term value for shareholders, and opportunities for long-term growth and value creation; potential adverse reactions or changes to client and other business relationships resulting from the announcement, pendency or completion of the transaction; the ability to retain key employees; the competitive ability and position of Victory Capital, Janus Henderson or a potentially combined company; the ability to effectively and efficiently integrate the companies; future plans and investments; and any assumptions underlying any of the foregoing, are forward-looking statements. Factors that may affect the future results of Victory Capital are set forth in Victory Capital’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including Victory Capital’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in Victory Capital’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not exclusive and further information concerning Victory Capital and its business, including factors that potentially could materially affect Victory Capital’s business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Victory Capital files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, Victory Capital assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
This communication relates to a proposal which Victory Capital has made to the Special Committee of Janus Henderson’s Board of Directors for an acquisition of Janus Henderson. In furtherance of this proposal and subject to future developments, Victory Capital (and, if a negotiated transaction is agreed, Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Victory Capital and/or Janus Henderson may file with the SEC in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS OF Victory Capital AND Janus Henderson ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT Victory Capital, Janus Henderson AND THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Victory Capital and/or Janus Henderson, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by Victory Capital free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Victory Capital (if and when available) will also be made available free of charge by accessing Victory Capital’s website at www.vcm.com.
Certain Information Regarding Participants
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Victory Capital and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect any proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Victory Capital’s definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025 and certain of its Current Reports on Form 8-K. Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov and Victory Capital’s website at www.vcm.com.
1 Victory Capital sent three previous letters to the Janus Henderson Special Committee in November and December 2025 prior to the public announcement of the Trian merger agreement. Copies of those letters are exhibits to the Form 8-K filed by Victory Capital today with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s website at www.sec.gov.
2 According to FactSet values as of close of business on February 25, 2026.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260226157030/en/
Investors:
Matthew Dennis, CFA
Chief of Staff
Director, Investor Relations
216-898-2412
mdennis@vcm.com
Media:
Andy Brimmer / Richard M. Goldman / Maggie Carangelo
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
VictoryCapitalMedia@Joelefrank.com
Jessica Davila
Director, Global Communications
210-694-9693
jessica_davila@vcm.com
Original: Victory Capital Affirms Fully Financed, Clearly Superior Proposal to Acquire Janus Henderson
US Market News
5月前
Victory Capital Reports Record Fourth-Quarter ResultsFebruary 4, 2026 4:29 PM
Business Wire
Fourth-Quarter Highlights
Total Client Assets of $316.6 billion
Long-term gross flows of $17.1 billion
Long-term net flows of ($2.1) billion
GAAP operating margin of 40.9%
GAAP net income per diluted share of $1.32
Adjusted EBITDA margin of 52.8%
Adjusted net income with tax benefit per diluted share of $1.78
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 and year ended December 31, 2025.
“We ended 2025 with positive momentum and in a position of strength, achieving record quarterly and annual levels of gross flows, revenue, and earnings,” said David Brown, Chairman and Chief Executive Officer. “In early 2026, we achieved record high AUM and are well positioned to execute on all our growth strategies.
“Our investment performance remains excellent and improved during the fourth quarter. The percentage of our AUM outperforming benchmarks over the respective 1-, 3-, 5-, and 10-year periods ended December 31, was 63%, 63%, 68%, and 78%. In addition, 65% of our rated AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar.
“The integration of Pioneer Investments is substantially complete, with $97 million of net expense synergies having been achieved by year end. The remaining $13 million of net expense synergies are on track to be completed during 2026.
“Meaningful progress continues across key growth drivers, including achieving positive net flows from our international distribution channel, our VictoryShares ETF platform, and multiple Investment Franchises. This momentum is supported by the launching of new products and vehicles, the continued ramp-up of our international sales capabilities, our enlarged US salesforce, and investments we are making into our key distribution partners.
“Capital returned to shareholders during 2025 reached a record $366 million. In the fourth quarter, we repurchased more than 800,000 shares of VCTR common stock and, combined with dividends, returned a total of $93 million to shareholders.
“As our top capital deployment priority, we remain very active and disciplined in pursuing strategic acquisitions, and we also intend to continue with our meaningful share repurchases.
“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 Year Ended
December 31,
September 30,
December 31,
December 31,
December 31,
2025
2025
2024
2025
2024
Assets Under Management1
Ending
$
313,775
$
310,644
$
171,930
$
313,775
$
171,930
Average
312,873
303,584
175,741
268,806
169,658
AUM Long-term Flows2
Long-term Gross
$
17,127
$
16,962
$
6,615
$
58,821
$
25,255
Long-term Net
(2,089
)
(244
)
(1,729
)
(4,198
)
(7,090
)
AUM Money Market/Short-term Flows
Money Market / Short-term Gross
$
345
$
334
$
178
$
1,164
$
912
Money Market / Short-term Net
(22
)
(48
)
(140
)
(258
)
(287
)
AUM Total Flows
Total Gross
$
17,472
$
17,296
$
6,793
$
59,985
$
26,167
Total Net
(2,111
)
(292
)
(1,870
)
(4,456
)
(7,377
)
Consolidated Financial Results (GAAP)
Revenue
$
374.1
$
361.2
$
232.4
$
1,306.1
$
893.5
AUM revenue realization (in bps)
47.4
47.2
52.5
48.6
52.6
Operating expenses
220.9
223.1
120.6
827.7
466.0
Income from operations
153.2
138.1
111.7
478.4
427.5
Operating margin
40.9
%
38.2
%
48.1
%
36.6
%
47.8
%
Net income
112.8
96.5
76.9
330.1
288.9
Earnings per diluted share
$
1.32
$
1.11
$
1.17
$
4.08
$
4.38
Cash flow from operations
145.1
165.2
91.8
385.5
340.0
Adjusted Performance Results (Non-GAAP)3
Adjusted EBITDA
$
197.5
$
190.5
$
125.5
$
682.9
$
475.6
Adjusted EBITDA margin
52.8
%
52.7
%
54.0
%
52.3
%
53.2
%
Adjusted net income
141.3
130.9
85.0
472.6
312.9
Tax benefit of goodwill and acquired intangible assets
10.5
10.5
10.1
41.4
40.2
Adjusted net income with tax benefit
151.7
141.3
95.1
513.9
353.1
Adjusted net income with tax benefit per diluted share4
$
1.78
$
1.63
$
1.45
$
6.38
$
5.36
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.
4 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock for the quarterly periods ended September 30, 2025 and December 31, 2025 and the year ended December 31, 2025.
AUM, Flows and Investment Performance
At December 31, 2025, Victory Capital had total client assets of $316.6 billion, assets under management of $313.8 billion, and other assets of $2.8 billion. Total AUM increased by $3.2 billion to $313.8 billion at December 31, 2025, compared with $310.6 billion at September 30, 2025. The increase was due to positive market action of $6.2 billion partially offset by net outflows of $2.1 billion. Total gross flows for the fourth quarter were $17.5 billion, including long-term gross flows of $17.1 billion.
As of December 31, 2025, Victory Capital offered 187 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of December 31, 2025.
Percentage of AUM Outperforming Benchmark
Trailing
Trailing
Trailing
Trailing
1-Year
3-Years
5-Years
10-Years
63%
63%
68%
78%
Fourth Quarter 2025 Compared with Third 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 3.6% to $374.1 million in the fourth quarter, compared with $361.2 million in the third quarter, primarily due to higher average AUM over the comparable period. GAAP operating margin expanded 270 basis points in the fourth quarter to 40.9%, up from 38.2% in the third quarter primarily due to a $5.9 million decrease in restructuring and integration related costs partially offset by a $4.0 million increase in compensation related expenses. Fourth quarter GAAP net income increased 16.9% to $112.8 million, or $1.32 per diluted share, up from $96.5 million, or $1.11 per diluted share, in the prior quarter.
Adjusted net income with tax benefit increased 7.4% to $151.7 million, or $1.78 per diluted share in the fourth quarter, up from $141.3 million, or $1.63 per diluted share, in the third quarter. Adjusted EBITDA increased 3.7% to $197.5 million in the fourth quarter, versus $190.5 million in the third quarter. Adjusted EBITDA margin expanded 10 basis points in the fourth quarter of 2025 to 52.8% compared with 52.7% in the prior quarter.
Fourth Quarter 2025 Compared with Fourth Quarter 2024
Current year results reflect the acquisition of Amundi US, which closed on April 1, 2025. Revenue for the three months ended December 31, 2025, increased 61.0% to $374.1 million, compared with $232.4 million in the same quarter of 2024 as a result of higher average AUM over the comparable period. Operating expenses increased 83.2% to $220.9 million, compared with $120.6 million in last year’s fourth quarter reflecting variable operating expenses that rose as a result of higher average AUM and an expanded business and restructuring and integration costs related to the acquisition of Amundi US. GAAP operating margin contracted 720 basis points to 40.9% in the fourth quarter, from 48.1% in the same quarter of 2024. GAAP net income increased 46.6% to $112.8 million, or $1.32 per diluted share, in the fourth quarter compared with $76.9 million, or $1.17 per diluted share, in the same quarter of 2024.
Adjusted net income with tax benefit increased 59.5% to $151.7 million, or $1.78 per diluted share, in the fourth quarter, compared with $95.1 million, or $1.45 per diluted share in the same quarter last year. Adjusted EBITDA increased 57.4% to $197.5 million, compared with $125.5 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin contracted 120 basis points to 52.8% in the fourth quarter of 2025, compared with 54.0% in the same quarter last year.
Year Ended December 31, 2025 Compared with Year Ended December 31, 2024
Current year results reflect the acquisition of Amundi US, which closed on April 1, 2025. Revenue for the year ended December 31, 2025, increased 46.2% to $1.3 billion, compared with $893.5 million in the same period of 2024. The increase was primarily due to higher average AUM.
Operating expenses increased 77.6% to $827.7 million for the year ended December 31, 2025, compared with $466.0 million in the same period in 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. GAAP operating margin was 36.6% for the year ended December 31, 2025, a 1,120 basis point contraction from the 47.8% recorded in the same period in 2024. GAAP net income increased 14.3% to $330.1 million, or $4.08 per diluted share, in 2025 compared with $288.9 million, or $4.38 per diluted share, in 2024.
Adjusted net income with tax benefit increased 45.6% to $513.9 million for the year ended December 31, 2025, up from $353.1 million in 2024. On a per-share basis, adjusted net income with tax benefit increased 19.0% to $6.38 per diluted share for the year ended December 31, 2025 compared to $5.36 per diluted share in 2024. For the year ended December 31, 2025, adjusted EBITDA increased 43.6% to $682.9 million, compared with $475.6 million for the same period in 2024. Year-over-year, adjusted EBITDA margin contracted 90 basis points to 52.3% for the year ended December 31, 2025, compared with 53.2% in the previous year.
Balance Sheet / Capital Management
The total debt outstanding as of December 31, 2025 was approximately $983 million.
The Company’s Board of Directors approved a regular quarterly cash dividend of $0.49 per share. The dividend is payable on March 25, 2026, to shareholders of record on March 10, 2026.
Conference Call, Webcast and Slide Presentation
The Company will host a conference call tomorrow morning, February 5, at 8:00 a.m. ET to discuss the results. Analysts and investors may participate in the question-and-answer session. 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. Prior to the call, a supplemental slide presentation that will be used during the conference call will be available on the Events and Presentations page of the Company’s investor relations website. For anyone who is unable to join the live event, an archive of the webcast will be available for replay shortly after the call concludes.
About Victory Capital
Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $316.6 billion in total client assets, as of December 31, 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 ongoing conflicts and potential military conflicts in Ukraine, Venezuela, China/Taiwan, and/or the Middle East, 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 Year Ended
December 31,
September 30,
December 31,
December 31,
December 31,
2025
2025
2024
2025
2024
Revenue
Investment management fees
$
301,353
$
288,509
$
183,826
$
1,045,469
$
704,583
Fund administration and distribution fees
72,769
72,686
48,545
260,662
188,894
Total revenue
374,122
361,195
232,371
1,306,131
893,477
Expenses
Personnel compensation and benefits
100,954
96,983
58,857
362,991
217,214
Distribution and other asset-based expenses
68,315
66,160
36,924
231,991
146,489
General and administrative
22,147
23,463
14,268
83,319
56,694
Depreciation and amortization
21,593
22,032
7,514
72,851
30,176
Change in value of consideration payable for acquisition of business
3,064
3,841
294
11,403
2,694
Acquisition-related costs
570
379
2,135
35,479
11,285
Restructuring and integration costs
4,304
10,211
634
29,674
1,411
Total operating expenses
220,947
223,069
120,626
827,708
465,963
Income from operations
153,175
138,126
111,745
478,423
427,514
Operating margin
40.9
%
38.2
%
48.1
%
36.6
%
47.8
%
Other income (expense)
Interest income and other income (expense)
3,713
4,875
1,768
15,298
10,441
Interest expense and other financing costs
(15,229
)
(13,113
)
(14,657
)
(54,787
)
(63,836
)
Loss on debt extinguishment
—
(614
)
(263
)
(614
)
(363
)
Total other expense, net
(11,516
)
(8,852
)
(13,152
)
(40,103
)
(53,758
)
Income before income taxes
141,659
129,274
98,593
438,320
373,756
Income tax expense
(28,847
)
(32,733
)
(21,654
)
(108,258
)
(84,892
)
Net income
$
112,812
$
96,541
$
76,939
$
330,062
$
288,864
Preferred stock dividends
(9,769
)
(9,696
)
—
(29,138
)
—
Income attributable to Preferred stockholders
(16,848
)
(12,528
)
—
(30,773
)
—
Net income attributable to common shareholders
$
86,195
$
74,317
$
76,939
$
270,151
$
288,864
Earnings per share of common stock
Basic
$
1.33
$
1.12
$
1.19
$
4.13
$
4.47
Diluted
1.32
1.11
1.17
4.08
4.38
Weighted average number of shares outstanding
Basic
64,584
66,206
64,428
65,439
64,607
Diluted
65,329
66,964
65,519
66,376
65,928
Dividends declared per share
$
0.49
$
0.49
$
0.44
$
1.94
$
1.555
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 Year Ended
December 31,
September 30,
December 31,
December 31,
December 31,
2025
2025
2024
2025
2024
Net income (GAAP)
$
112,812
$
96,541
$
76,939
$
330,062
$
288,864
Income tax expense
(28,847
)
(32,733
)
(21,654
)
(108,258
)
(84,892
)
Income before income taxes
$
141,659
$
129,274
$
98,593
$
438,320
$
373,756
Interest expense
15,367
12,136
13,971
52,224
60,799
Depreciation
2,519
3,295
2,228
11,218
8,959
Other business taxes
1,101
637
376
3,353
1,525
Amortization of acquisition-related intangible assets
19,074
18,737
5,286
61,633
21,217
Stock-based compensation
2,143
2,022
1,007
7,325
4,246
Acquisition, restructuring and exit costs
15,439
21,400
3,063
104,150
1,735
Debt issuance costs
174
2,950
981
4,628
3,385
Adjusted EBITDA
$
197,476
$
190,451
$
125,505
$
682,851
$
475,622
Adjusted EBITDA margin
52.8
%
52.7
%
54.0
%
52.3
%
53.2
%
Net income (GAAP)
$
112,812
$
96,541
$
76,939
$
330,062
$
288,864
Adjustment to reflect the operating performance of the Company
Other business taxes
1,101
637
376
3,353
1,525
Amortization of acquisition-related intangible assets
19,074
18,737
5,286
61,633
21,217
Stock-based compensation
2,143
2,022
1,007
7,325
4,246
Acquisition, restructuring and exit costs
15,439
21,400
3,063
104,150
1,735
Debt issuance costs
174
2,950
981
4,628
3,385
Tax effect of above adjustments
(9,482
)
(11,437
)
(2,679
)
(38,576
)
(8,028
)
Adjusted net income
$
141,261
$
130,850
$
84,973
$
472,575
$
312,944
Adjusted net income per diluted share2
$
1.66
$
1.51
$
1.30
$
5.87
$
4.75
Weighted average number of shares outstanding - diluted (GAAP)
65,329
66,964
65,519
66,376
65,928
Weighted average number of shares outstanding - diluted (Non-GAAP)2
85,219
86,751
65,519
80,524
65,928
Tax benefit of goodwill and acquired intangible assets
$
10,487
$
10,487
$
10,141
$
41,370
$
40,171
Tax benefit of goodwill and acquired intangible assets per diluted share2
$
0.12
$
0.12
$
0.15
$
0.51
$
0.61
Adjusted net income with tax benefit
$
151,748
$
141,337
$
95,114
$
513,945
$
353,115
Adjusted net income with tax benefit per diluted share2
$
1.78
$
1.63
$
1.45
$
6.38
$
5.36
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.
2 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock for the quarterly periods ended September 30, 2025 and December 31, 2025 and the year ended December 31, 2025.
Victory Capital Holdings, Inc. and Subsidiaries
Unaudited Consolidated Balance Sheets
(In thousands, except for shares and per share amounts)
December 31,
2025
December 31,
2024
Assets
Cash and cash equivalents
$
163,690
$
126,731
Investment management fees receivable
150,512
83,307
Fund administration and distribution fees receivable
25,861
16,014
Other receivables
4,768
1,346
Prepaid expenses
16,071
8,634
Investments in proprietary funds, at fair value
636
605
Deferred compensation plan investments, at fair value
98,758
34,608
Property and equipment, net
23,833
11,874
Goodwill
1,235,940
981,805
Other intangible assets, net
2,477,617
1,260,614
Other assets
50,164
22,053
Total assets
$
4,247,850
$
2,547,591
Liabilities and stockholders' equity
Accounts payable and accrued expenses
$
72,387
$
57,951
Accrued compensation and benefits
86,355
51,648
Consideration payable for acquisition of business
87,564
139,894
Deferred compensation plan liability
80,636
34,608
Deferred tax liability, net
479,792
157,120
Other liabilities
46,373
20,871
Long-term debt(1)
970,014
963,862
Total liabilities
1,823,121
1,425,954
Stockholders' equity:
Common stock; $0.01 par value per share: 2025 - 600,000,000 shares authorized, 87,866,675 shares issued and 64,149,525 shares outstanding; 2024 - 600,000,000 shares authorized, 83,947,949 shares issued and 63,653,212 shares outstanding
879
839
Preferred stock, $0.01 par value per share:
2025 - 100,000,000 shares authorized, 19,936,821 shares issued and outstanding; 2024 - 100,000,000 shares authorized, no shares issued and outstanding
199
—
Additional paid-in capital
2,102,938
752,371
Treasury stock, at cost: 2025 - 23,717,150 shares; 2024 - 20,294,737 shares
(786,008
)
(574,856
)
Accumulated other comprehensive income
9,020
18,683
Retained earnings
1,097,701
924,600
Total stockholders' equity
2,424,729
1,121,637
Total liabilities and stockholders’ equity
$
4,247,850
$
2,547,591
1 Balances at December 31, 2025 and 2024 are shown net of unamortized loan discount and debt issuance costs in the amount of $12.5 million and $8.3 million, respectively. The gross amount of the debt outstanding was $982.5 million and $972.2 million as of December 31, 2025 and 2024, respectively.
Victory Capital Holdings, Inc. and Subsidiaries
Total Client Assets
(unaudited; in millions)
For the Three Months Ended
December 31,
September 30,
December 31,
2025
2025
2024
Beginning AUM
$
310,644
$
298,563
$
176,113
Beginning other assets1
2,726
3,050
4,981
Beginning total client assets
313,370
301,613
181,094
AUM net cash flows
(2,111
)
(292
)
(1,870
)
Other assets net cash flows
—
(502
)
(675
)
Total client assets net cash flows
(2,111
)
(794
)
(2,545
)
AUM market appreciation (depreciation)
6,152
14,515
(2,237
)
Other assets market appreciation (depreciation)
120
177
(141
)
Total client assets market appreciation (depreciation)
6,273
14,692
(2,378
)
AUM realizations and distributions
(287
)
—
—
Acquired & divested assets / Net transfers4
(624
)
(2,141
)
(76
)
Ending AUM
313,775
310,644
171,930
Ending other assets
2,846
2,726
4,165
Ending total client assets
316,621
313,370
176,096
Average total client assets2
315,662
306,457
180,104
For the Year Ended
December 31,
December 31,
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
(4,456
)
(7,377
)
Other assets net cash flows
(1,948
)
(1,627
)
Total client assets net cash flows
(6,404
)
(9,004
)
AUM market appreciation (depreciation)
37,742
18,100
Other assets market appreciation (depreciation)
629
504
Total client assets market appreciation (depreciation)
38,371
18,604
AUM realizations and distributions
(311
)
(2
)
Acquired & divested assets / Net transfers4
108,869
(113
)
Ending AUM
313,775
171,930
Ending other assets
2,846
4,165
Ending total client assets
316,621
176,096
Average total client assets3
272,134
174,542
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 December 31, 2025, September 30, 2025 and December 31, 2024 total client assets revenue realization was 47.0 basis points, 46.8 basis points and 51.3 basis points, respectively.
3 For the year ended December 31, 2025 and 2024 total client assets revenue realization was 48.0 basis points and 51.2 basis points, respectively.
4 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. The year ended December 31, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion, partially offset by assets divested due to the closure of four Investment Franchises.
Victory Capital Holdings, Inc. and Subsidiaries
Total Assets Under Management1
(unaudited; in millions)
For the Three Months Ended
December 31,
September 30,
December 31,
2025
2025
2024
Beginning assets under management
$
310,644
$
298,563
$
176,113
Gross client cash inflows
17,472
17,296
6,793
Gross client cash outflows
(19,583
)
(17,588
)
(8,663
)
Net client cash flows
(2,111
)
(292
)
(1,870
)
Market appreciation (depreciation)
6,152
14,515
(2,237
)
Realizations and distributions
(287
)
—
—
Acquired & divested assets / Net transfers2
(624
)
(2,141
)
(76
)
Ending assets under management
313,775
310,644
171,930
Average assets under management
312,873
303,584
175,741
For the Year Ended
December 31,
December 31,
2025
2024
Beginning assets under management
$
171,930
$
161,322
Gross client cash inflows
59,985
26,167
Gross client cash outflows
(64,441
)
(33,545
)
Net client cash flows
(4,456
)
(7,377
)
Market appreciation (depreciation)
37,742
18,100
Realizations and distributions
(311
)
(2
)
Acquired assets / Net transfers2
108,869
(113
)
Ending assets under management
313,775
171,930
Average assets under management
268,806
169,658
1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
2 Three months ended September 30 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter. The year ended December 31, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of four Investment Franchises.
Victory Capital Holdings, Inc. and Subsidiaries
Other Assets (Institutional)1
(unaudited; in millions)
For the Three Months
December 31,
September 30,
December 31,
2025
2025
2024
Beginning other assets (institutional)
$
2,726
$
3,050
$
4,981
Gross client cash inflows
—
—
—
Gross client cash outflows
—
(502
)
(675
)
Net client cash flows
—
(502
)
(675
)
Market appreciation (depreciation)
120
177
(141
)
Realizations and distributions
—
—
—
Acquired & divested assets / Net transfers
—
—
—
Ending other assets (institutional)
2,846
2,726
4,165
Average other assets (institutional)2
2,788
2,873
4,363
For the Year Ended
December 31,
December 31,
2025
2024
Beginning other assets (institutional)
$
4,165
$
5,289
Gross client cash inflows
—
467
Gross client cash outflows
(1,949
)
(2,094
)
Net client cash flows
(1,948
)
(1,627
)
Market appreciation (depreciation)
629
504
Realizations and distributions
—
—
Acquired & divested assets / Net transfers
—
—
Ending other assets (institutional)
2,846
4,165
Average other assets (institutional)3
3,328
4,883
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 December 31, 2025, September 30, 2025 and December 31, 2024 total other assets (institutional) revenue realization was 3.5 basis points, 3.3 basis points and 3.2 basis points, respectively.
3 For the year ended December 31, 2025 and 2024 total other assets (institutional) revenue realization was 3.3 basis points and 3.4 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
December 31, 2025
Beginning assets under management
$
31,877
$
12,722
$
80,386
$
63,061
$
28,960
$
86,963
$
3,016
$
306,985
$
3,660
$
310,644
Gross client cash inflows
846
266
5,555
3,347
1,848
5,043
221
17,127
345
17,472
Gross client cash outflows
(2,539
)
(1,913
)
(5,723
)
(4,376
)
(1,578
)
(2,902
)
(185
)
(19,216
)
(367
)
(19,583
)
Net client cash flows
(1,694
)
(1,647
)
(169
)
(1,028
)
271
2,142
36
(2,089
)
(22
)
(2,111
)
Market appreciation (depreciation)
(11
)
185
759
1,536
1,482
2,148
9
6,109
43
6,152
Realizations and distributions
—
—
(287
)
—
—
—
—
(287
)
—
(287
)
Acquired assets / Net transfers
(180
)
(81
)
(145
)
(189
)
(33
)
(24
)
(24
)
(676
)
52
(624
)
Ending assets under management
$
29,993
$
11,179
$
80,544
$
63,380
$
30,680
$
91,228
$
3,038
$
310,042
$
3,733
$
313,775
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
December 31, 2024
Beginning assets under management
$
32,333
$
15,591
$
25,081
$
14,239
$
19,752
$
62,544
$
3,178
$
172,720
$
3,393
$
176,113
Gross client cash inflows
1,163
393
987
75
1,535
2,291
170
6,615
178
6,793
Gross client cash outflows
(1,881
)
(1,215
)
(1,391
)
(413
)
(1,023
)
(2,037
)
(384
)
(8,344
)
(319
)
(8,663
)
Net client cash flows
(718
)
(822
)
(404
)
(338
)
513
254
(214
)
(1,729
)
(140
)
(1,870
)
Market appreciation (depreciation)
(1,008
)
21
(342
)
279
(1,143
)
(100
)
13
(2,279
)
43
(2,237
)
Realizations and distributions
—
—
—
—
—
—
—
—
—
—
Acquired assets / Net transfers
(24
)
(6
)
66
(32
)
(26
)
(105
)
3
(125
)
48
(76
)
Ending assets under management
$
30,584
$
14,785
$
24,402
$
14,148
$
19,095
$
62,593
$
2,980
$
168,586
$
3,344
$
171,930
1 Total 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.
Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Asset Class
(unaudited; in millions)
For the Year 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
December 31, 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
3,622
1,475
18,314
7,646
8,428
18,421
916
58,821
1,164
59,985
Gross client cash outflows
(8,121
)
(4,994
)
(18,771
)
(12,137
)
(7,131
)
(10,925
)
(939
)
(63,019
)
(1,422
)
(64,441
)
Net client cash flows
(4,500
)
(3,518
)
(458
)
(4,491
)
1,297
7,496
(23
)
(4,198
)
(258
)
(4,456
)
Market appreciation (depreciation)
1,737
353
3,506
12,367
6,836
12,677
119
37,595
146
37,742
Realizations and distributions
—
—
(287
)
—
—
—
(24
)
(311
)
—
(311
)
Acquired assets / Net transfers2
2,172
(440
)
53,381
41,356
3,452
8,463
(15
)
108,368
500
108,869
Ending assets under management
$
29,993
$
11,179
$
80,544
$
63,380
$
30,680
$
91,228
$
3,038
$
310,042
$
3,733
$
313,775
December 31, 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
4,516
2,043
4,912
284
3,762
8,634
1,105
25,255
912
26,167
Gross client cash outflows
(7,685
)
(4,195
)
(5,905
)
(1,540
)
(2,893
)
(8,509
)
(1,618
)
(32,345
)
(1,200
)
(33,545
)
Net client cash flows
(3,169
)
(2,152
)
(993
)
(1,256
)
869
125
(513
)
(7,090
)
(287
)
(7,377
)
Market appreciation (depreciation)
3,189
1,035
924
2,873
1,570
8,290
47
17,929
172
18,100
Realizations and distributions
—
—
—
—
—
—
(2
)
(2
)
—
(2
)
Acquired assets / Net transfers
(40
)
(58
)
116
(104
)
(115
)
(118
)
17
(301
)
188
(113
)
Ending assets under management
$
30,584
$
14,785
$
24,402
$
14,148
$
19,095
$
62,593
$
2,980
$
168,586
$
3,344
$
171,930
1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
2 The year ended December 31, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion, partially offset by assets divested due to the closure of four Investment Franchises.
Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Region
(unaudited; in millions)
As of December 31,
2025
2024
(in millions)
Amount
% of total
Amount
% of total
U.S.
$
258,975
83
%
$
165,706
96
%
Non-U.S.
54,799
17
%
6,224
4
%
Total AUM1&2
$
313,775
100
%
$
171,930
100
%
1 Total 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 four 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
December 31, 2025
Beginning assets under management
$
172,923
$
13,786
$
123,935
$
310,644
Gross client cash inflows
7,422
1,274
8,776
17,472
Gross client cash outflows
(11,115
)
(246
)
(8,222
)
(19,583
)
Net client cash flows
(3,693
)
1,027
555
(2,111
)
Market appreciation (depreciation)
3,211
233
2,709
6,152
Realizations and distributions
—
—
(287
)
(287
)
Acquired assets / Net transfers5
(238
)
2
(389
)
(624
)
Ending assets under management
$
172,203
$
15,049
$
126,523
$
313,775
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 transfers6
(1,276
)
—
(866
)
(2,141
)
Ending assets under management
$
172,923
$
13,786
$
123,935
$
310,644
December 31, 2024
Beginning assets under management
$
117,044
$
6,694
$
52,375
$
176,113
Gross client cash inflows
3,545
1,167
2,082
6,793
Gross client cash outflows
(5,865
)
(130
)
(2,667
)
(8,663
)
Net client cash flows
(2,320
)
1,036
(586
)
(1,870
)
Market appreciation (depreciation)
(1,063
)
(146
)
(1,028
)
(2,237
)
Realizations and distributions
—
—
—
—
Acquired assets / Net transfers
(15
)
(76
)
15
(76
)
Ending assets under management
$
113,645
$
7,508
$
50,777
$
171,930
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.
4 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
5 Three months ended December 31, 2025 includes the impact of divested assets from one Investment Franchise closure in the fourth quarter.
6 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.
Victory Capital Holdings, Inc. and Subsidiaries
Assets Under Management by Vehicle
(unaudited; in millions)
For the Year Ended
By Vehicle
Separate
Accounts
Mutual
and Other
Funds1
ETFs2
Vehicles3
Total AUM4
December 31, 2025
Beginning assets under management
$
113,645
$
7,508
$
50,777
$
171,930
Gross client cash inflows
24,768
7,476
27,741
59,985
Gross client cash outflows
(36,240
)
(1,082
)
(27,119
)
(64,441
)
Net client cash flows
(11,472
)
6,394
622
(4,456
)
Market appreciation (depreciation)
20,651
1,062
16,029
37,742
Realizations and distributions
—
—
(311
)
(311
)
Acquired assets / Net transfers5
49,379
85
59,405
108,869
Ending assets under management
$
172,203
$
15,049
$
126,523
$
313,775
December 31, 2024
Beginning assets under management
$
108,802
$
4,970
$
47,551
$
161,322
Gross client cash inflows
14,954
3,089
8,124
26,167
Gross client cash outflows
(22,408
)
(915
)
(10,222
)
(33,545
)
Net client cash flows
(7,454
)
2,174
(2,097
)
(7,377
)
Market appreciation (depreciation)
12,561
404
5,136
18,100
Realizations and distributions
—
—
(2
)
(2
)
Acquired assets / Net transfers
(263
)
(40
)
189
(113
)
Ending assets under management
$
113,645
$
7,508
$
50,777
$
171,930
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.
4 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
5 The year ended December 31, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion, partially offset by assets divested due to the closure of four Investment Franchises.
Information Regarding Non-GAAP Financial Measures
Victory Capital uses non-GAAP financial measures referred to as Adjusted EBITDA and Adjusted Net Income to measure the operating profitability of the Company. These measures eliminate the impact of one-time acquisition, restructuring and integration costs and demonstrate the ongoing operating earnings metrics of the Company. The Company has included these non-GAAP measures to provide investors with the same financial metrics used by management to assess the operating performance of the Company.
Adjusted EBITDA
Adjustments made to GAAP Net Income to calculate Adjusted EBITDA, as applicable, are:
Adding back income tax expense;
Adding back interest paid on debt and other financing costs, net of interest income;
Adding back depreciation on property and equipment;
Adding back other business taxes;
Adding back amortization expense on acquisition-related intangible assets;
Adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of equity grants related to the IPO;
Adding back direct incremental costs of acquisitions, including restructuring costs;
Adding back debt issuance cost expense;
Adjusting for earnings/losses on equity method investments.
Adjusted Net Income
Adjustments made to GAAP Net Income to calculate Adjusted Net Income, as applicable, are:
Adding back other business taxes;
Adding back amortization expense on acquisition-related intangible assets;
Adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of any equity grants related to the IPO;
Adding back direct incremental costs of acquisitions, including restructuring costs;
Adding back debt issuance cost expense;
Subtracting an estimate of income tax expense applied to the sum of the adjustments above.
Tax Benefit of Goodwill and Acquired Intangible Assets
Due to Victory Capital’s acquisitive nature, tax deductions allowed on acquired intangible assets and goodwill provide it with additional significant supplemental economic benefit. The tax benefit of goodwill and intangible assets represent the tax benefits associated with deductions allowed for intangible assets and goodwill generated from prior acquisitions in which the Company received a step-up in basis for tax purposes. Acquired intangible assets and goodwill may be amortized for tax purposes, generally over a 15-year period. The tax benefit from amortization on these assets is included to show the full economic benefit of deductions for all acquired intangible assets with a step-up in tax basis.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260204004613/en/
Investors:
Matthew Dennis, CFA
Chief of Staff
Director, Investor Relations
216-898-2412
mdennis@vcm.com
Media:
Jessica Davila
Director, Global Communications
210-694-9693
jessica_davila@vcm.com
Original: Victory Capital Reports Record Fourth-Quarter Results
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