First-Quarter Highlights

Total Client Assets of $171.4 billion
Long-term gross flows of $9.3 billion
Long-term net flows of ($1.2) billion
GAAP operating margin of 42.3%
GAAP net income per diluted share of $0.96
Adjusted EBITDA margin of 53.0%
Adjusted net income with tax benefit per diluted share of $1.36
Board authorizes increase in regular quarterly cash dividend to $0.49

Victory Capital Holdings, Inc. (NASDAQ:VCTR) ("Victory Capital" or "the Company") today reported financial results for the quarter ended March 31, 2025.

"We are off to a good start in 2025 with positive momentum in a number of important areas of our business," said David Brown, Chairman and Chief Executive Officer. "First-quarter financial results came in strong with year-over-year increases in revenue, Adjusted EBITDA, Adjusted EBITDA margin, and earnings per share. Gross sales increased more than 41% from the fourth quarter of 2024, reaching the highest level in three years and net long-term flows improved for the second consecutive quarter.

"Our operating platform, coupled with excellent execution, lets us effectively manage through volatile market environments while maintaining strong margins. This allows us to remain focused on growth and capitalize on opportunities that arise during periods of market dislocation.

"We were pleased to have successfully closed on our multi-faceted transaction with Amundi on April 1. In addition to the increase in size and scale of our business, we have better diversification across numerous areas of our business including asset classes, investment vehicles, and geographies. Furthermore, our US distribution presence has been substantially enhanced allowing us to provide better coverage across both the intermediary and institutional channels. We are also excited about the new client opportunities that the distribution agreement with Amundi will bring us outside the US. Lastly, with an enhanced balance sheet post-closing, we have even more financial flexibility to pursue strategic growth opportunities.

"Investment performance remained strong during the first quarter, with 64%, 65%, and 79% of our AUM outperforming benchmarks over the respective 3-, 5-, and 10-year periods, ending March 31. In addition, at quarter end, more than two-thirds of our Mutual Fund and ETF AUM were rated 4- or 5-stars by Morningstar.

"Our allocation of capital remains focused on strategic growth and enhancing efficiencies. We will also continue to return excess capital to shareholders via share repurchases and dividends. Yesterday, the Board declared an increase in the quarterly cash dividend to a record high of $0.49 per share, which will be payable on June 25, 2025, to holders of record on June 10.

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

Total Client Assets includes Total AUM and Other Assets. Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes Other Assets.

The Company reports its financial results in accordance with generally accepted accounting principles ("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.

The table below presents total AUM and certain GAAP and non-GAAP ("adjusted") financial results. Due to rounding, total 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,
	2025			2024			2024
Assets Under Management¹
Ending	$	167,468		$	171,930		$	170,342
Average		173,789			175,741			163,533

AUM Long-term Flows²
Long-term Gross	$	9,309		$	6,615		$	6,952
Long-term Net		(1,205	)		(1,729	)		(1,028	)

AUM Money Market/Short-term Flows
Money Market / Short-term Gross	$	177		$	178		$	236
Money Market / Short-term Net		(44	)		(140	)		(99	)

AUM Total Flows
Total Gross	$	9,486		$	6,793		$	7,187
Total Net		(1,249	)		(1,870	)		(1,127	)

Consolidated Financial Results (GAAP)
Revenue	$	219.6		$	232.4		$	215.9
AUM revenue realization (in bps)		51.2			52.5			53.0
Operating expenses		126.7			120.6			131.0
Income from operations		92.9			111.7			84.8
Operating margin		42.3	%		48.1	%		39.3	%
Net income		62.0			76.9			55.7
Earnings per diluted share	$	0.96		$	1.17		$	0.84
Cash flow from operations		81.1			91.8			68.7

Adjusted Performance Results (Non-GAAP)³
Adjusted EBITDA	$	116.4		$	125.5		$	112.4
Adjusted EBITDA margin		53.0	%		54.0	%		52.1	%
Adjusted net income		78.0			85.0			72.6
Tax benefit of goodwill and acquired intangible assets		10.1			10.1			9.7
Adjusted net income with tax benefit		88.1			95.1			82.3
Adjusted net income with tax benefit per diluted share	$	1.36		$	1.45		$	1.25

________________________

¹Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

²Long-term AUM is defined as total AUM excluding Money Market and Short-term assets.

³The 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.

AUM, Flows and Investment Performance

At March 31, 2025, Victory Capital had total client assets of $171.4 billion, assets under management of $167.5 billion, and other assets of $4.0 billion. Total AUM decreased by $4.5 billion to $167.5 billion at March 31, 2025, compared with $171.9 billion at December 31, 2024. The decrease was due to negative market action of $3.2 billion and net outflows of $1.2 billion. Total gross flows for the first quarter were $9.5 billion, including long-term gross flows of $9.3 billion.

As of March 31, 2025, Victory Capital offered 125 investment strategies through its 12 autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of March 31, 2025.

Percentage of AUM Outperforming Benchmark
Trailing	Trailing	Trailing	Trailing
1-Year	3-Years	5-Years	10-Years
47%	64%	65%	79%

First Quarter 2025 Compared with Fourth Quarter 2024

Revenue decreased $12.8 million to $219.6 million, in the first quarter, compared with $232.4 million in the fourth quarter, due to a decrease in average total client assets, two less days in the quarter, and a decrease in revenue realization. GAAP operating margin contracted 580 basis points in the first quarter to 42.3%, down from 48.1% in the fourth quarter, due to a $6.6 million increase in acquisition-related costs and a $3.1 million increase in non-cash amounts recorded to the change in fair value of consideration payable for acquisitions. First quarter GAAP net income decreased 19.5% to $62.0 million, down from $76.9 million in the prior quarter. On a per-share basis, GAAP net income decreased 17.9% to $0.96 per diluted share in the first quarter, versus $1.17 per diluted share in the fourth quarter.

Adjusted net income with tax benefit decreased 7.4% to $88.1 million, or $1.36 per diluted share, in the first quarter, down from $95.1 million, or $1.45 per diluted share, in the fourth quarter. Adjusted EBITDA decreased $9.1 million to $116.4 million in the first quarter compared to $125.5 million in the fourth quarter. Adjusted EBITDA margin contracted 100 basis points in the first quarter of 2025 to 53.0% compared with 54.0% in the prior quarter primarily due to higher seasonal payroll taxes and benefits.

First Quarter 2025 Compared with First Quarter 2024

Revenue for the three months ended March 31, 2025, increased 1.7% to $219.6 million, compared with $215.9 million in the same quarter of 2024. The increase was due to higher average total client assets, partially offset by one less day in the quarter and a decrease in revenue realization. GAAP operating margin was 42.3% in the first quarter, a 300 basis point expansion from 39.3% in the same quarter of 2024. Operating expenses decreased 3.3% to $126.7 million, compared with $131.0 million in the first quarter of 2024. The decrease was primarily due to an $8.8 million decrease in amounts recorded to the change in fair value of consideration payable for acquisitions and a $3.3 million decrease in personnel compensation and benefits expense. Partially offsetting the decrease was a $7.7 million increase in acquisition-related costs. GAAP net income increased 11.3% to $62.0 million, or $0.96 per diluted share, in the first quarter compared with $55.7 million, or $0.84 per diluted share, in the same quarter of 2024.

Adjusted net income with tax benefit expanded 7.0% to $88.1 million, or $1.36 per diluted share, in the first quarter, compared with $82.3 million, or $1.25 per diluted share, in the same quarter last year. Adjusted EBITDA increased 3.6% to $116.4 million, compared with $112.4 million in the same quarter of 2024. Year-over-year, adjusted EBITDA margin expanded 90 basis points to 53.0% in the first quarter of 2025, compared with 52.1% in the same quarter last year.

Balance Sheet / Capital Management

The total debt outstanding as of March 31, 2025 was approximately $972 million and consisted of an existing term loan balance of $625 million and the 2021 Incremental Term Loans balance of $347 million.

The Company's Board of Directors approved a regular quarterly cash dividend of $0.49 per share. The dividend is payable on June 25, 2025, to shareholders of record on June 10, 2025.

Conference Call, Webcast and Slide Presentation

The Company will host a conference call tomorrow morning, May 9, 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 is a diversified global asset management firm with total assets under management of $167.5 billion, and $171.4 billion in total client assets, as of March 31, 2025. The Company employs a next-generation business strategy that combines boutique investment qualities with the benefits of a fully integrated, centralized operating and distribution platform.

Victory Capital provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors. With 12 autonomous Investment Franchises and a Solutions Business, Victory Capital offers a wide array of investment products and services, including mutual funds, ETFs, separately managed accounts, alternative investments, third-party ETF model strategies, collective investment trusts, private funds, a 529 Education Savings Plan, and brokerage services.

Victory Capital is headquartered in San Antonio, Texas, with offices and investment professionals in the U.S. and around the world. To learn more please visit www.vcm.com or follow Victory Capital on Facebook, Twitter, and LinkedIn.

FORWARD-LOOKING STATEMENTS

This earnings release 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 and 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 such risks and factors, they include, among others, the following: continued geopolitical uncertainty including the conflicts in Ukraine and Israel; risks associated with expected benefits of the Amundi transaction, or impact on our business of the Amundi transaction including our ability to achieve expected synergies; reductions in AUM based on investment performance, client withdrawals, difficult market conditions and other factors such as a pandemic; the nature of the Company's contracts and investment advisory agreements; the Company's ability to maintain historical returns and sustain its historical growth; the Company's dependence on third parties to market its strategies and provide products or services for the operation of its business; the Company's ability to retain key investment professionals or members of its senior management team; the Company's reliance on the technology systems supporting its operations; the Company's ability to successfully acquire and integrate new companies; 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 its 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 Victory Capital is not required to register as an "investment company" under the 1940 Act; 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; the level of control over the Company retained by Crestview GP; and other risks and factors listed under "Risk Factors" and elsewhere in the Company's filings with the SEC.

Such forward-looking statements are based on numerous assumptions regarding Victory Capital's present and future business strategies and the environment in which it will operate in the future. Any forward-looking statement made in this press release speaks only as of the date hereof. Except as required by law, Victory Capital assumes no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

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,
	2025			2024			2024
Revenue
Investment management fees	$	173,301		$	183,826		$	169,785
Fund administration and distribution fees		46,301			48,545			46,072
Total revenue		219,602			232,371			215,857

Expenses
Personnel compensation and benefits		56,136			58,857			59,454
Distribution and other asset-based expenses		35,477			36,924			36,263
General and administrative		14,328			14,268			14,012
Depreciation and amortization		7,432			7,514			7,601

Change in value of consideration payable for acquisition of business		3,406			294			12,200
Acquisition-related costs		8,750			2,135			1,026
Restructuring and integration costs		1,165			634			492
Total operating expenses		126,694			120,626			131,048

Income from operations		92,908			111,745			84,809
Operating margin		42.3	%		48.1	%		39.3	%

Other income (expense)
Interest income and other income		704			1,768			3,565
Interest expense and other financing costs		(13,211	)		(14,657	)		(16,486	)
Gain (loss) on debt extinguishment		—			(263	)		—
Total other expense, net		(12,507	)		(13,152	)		(12,921	)

Income before income taxes		80,401			98,593			71,888

Income tax expense		(18,426	)		(21,654	)		(16,197	)

Net income	$	61,975		$	76,939		$	55,691

Earnings per share of common stock
Basic	$	0.97		$	1.19		$	0.86
Diluted		0.96			1.17			0.84

Weighted average number of shares outstanding
Basic		63,711			64,428			64,389
Diluted		64,714			65,519			65,972

Dividends declared per share	$	0.47		$	0.44		$	0.335

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,
	2025			2024			2024
Net income (GAAP)	$	61,975		$	76,939		$	55,691
Income tax expense		(18,426	)		(21,654	)		(16,197	)
Income before income taxes	$	80,401		$	98,593		$	71,888
Interest expense		12,521			13,971			15,711
Depreciation		2,168			2,228			2,269
Other business taxes		922			376			369
Amortization of acquisition-related intangible assets		5,264			5,286			5,332
Stock-based compensation		1,053			1,007			1,327
Acquisition, restructuring and exit costs		13,321			3,063			14,705
Debt issuance costs		749			981			755
Adjusted EBITDA	$	116,399		$	125,505		$	112,356
Adjusted EBITDA margin		53.0	%		54.0	%		52.1	%


Net income (GAAP)	$	61,975		$	76,939		$	55,691
Adjustment to reflect the operating performance of the Company
Other business taxes		922			376			369
Amortization of acquisition-related intangible assets		5,264			5,286			5,332
Stock-based compensation		1,053			1,007			1,327
Acquisition, restructuring and exit costs		13,321			3,063			14,705
Debt issuance costs		749			981			755
Tax effect of above adjustments		(5,327	)		(2,679	)		(5,621	)
Adjusted net income	$	77,957		$	84,973		$	72,558
Adjusted net income per diluted share	$	1.20		$	1.30		$	1.10

Tax benefit of goodwill and acquired intangible assets	$	10,141		$	10,141		$	9,748
Tax benefit of goodwill and acquired intangible assets per diluted share	$	0.16		$	0.15		$	0.15

Adjusted net income with tax benefit	$	88,098		$	95,114		$	82,306
Adjusted net income with tax benefit per diluted share	$	1.36		$	1.45		$	1.25

¹The 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.

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

	March 31, 2025			December 31, 2024
Assets
Cash and cash equivalents	$	175,607		$	126,731
Receivables		95,823			100,667
Prepaid expenses		8,868			8,634
Investments, at fair value		34,511			35,213
Property and equipment, net		11,124			11,874
Goodwill		981,805			981,805
Other intangible assets, net		1,255,351			1,260,614
Other assets		20,397			22,053
Total assets	$	2,583,486		$	2,547,591

Liabilities and stockholders' equity
Accounts payable and accrued expenses	$	71,064		$	57,951
Accrued compensation and benefits		42,361			51,648
Consideration payable for acquisition of business		143,300			139,894
Deferred tax liability, net		163,435			157,120
Other liabilities		53,997			55,479
Long-term debt, net¹		964,763			963,862
Total liabilities		1,438,920			1,425,954

Stockholders' equity
Common stock, $0.01 par value per share: 2025 - 600,000,000 shares authorized, 84,376,002 shares issued and 63,925,017 shares outstanding; 2024 - 600,000,000 shares authorized, 83,947,949 shares issued and 63,653,212 shares outstanding		844			839
Additional paid-in capital		756,420			752,371
Treasury stock, at cost: 2025 - 20,450,985 shares; 2024 - 20,294,737 shares		(584,051	)		(574,856	)
Accumulated other comprehensive income		15,707			18,683
Retained earnings		955,646			924,600
Total stockholders' equity		1,144,566			1,121,637
Total liabilities and stockholders' equity	$	2,583,486		$	2,547,591

¹Balances at March 31, 2025 and December 31, 2024 are shown net of unamortized loan discount and debt issuance costs in the amount of $7.4 million and $8.3 million, respectively. The gross amount of the debt outstanding was $972.2 million as of March 31, 2025 and December 31, 2024.

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

	For the Three Months Ended
	March 31,			December 31,			March 31,
	2025			2024			2024
Beginning AUM	$	171,930		$	176,113		$	161,322
Beginning other assets¹		4,165			4,981			5,289
Beginning total client assets		176,096			181,094			166,611

AUM net cash flows		(1,249	)		(1,870	)		(1,127	)
Other assets net cash flows		(277	)		(675	)		(524	)
Total client assets net cash flows		(1,526	)		(2,545	)		(1,651	)

AUM market appreciation (depreciation)		(3,172	)		(2,237	)		10,178
Other assets market appreciation (depreciation)		78			(141	)		352
Total client assets market appreciation (depreciation)		(3,094	)		(2,378	)		10,529

AUM realizations and distributions		(21	)		—			—
Acquired & divested assets / Net transfers		(20	)		(76	)		(31	)

Ending AUM		167,468			171,930			170,342
Ending other assets		3,967			4,165			5,117
Ending total client assets		171,435			176,096			175,459
Average total client assets²		177,849			180,104			168,865

¹Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the by asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory's Regulatory Assets Under Management reported in Form ADV Part 1.

²For the three-month periods ending March 31, 2025, December 31, 2024 and March 31, 2024 total client assets revenue realization was 50.1 basis points, 51.3 basis points and 51.4 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,
	2025		2024		2024
Beginning assets under management	$	171,930	$	176,113	$	161,322
Gross client cash inflows		9,486		6,793		7,187
Gross client cash outflows		(10,736)		(8,663)		(8,314)
Net client cash flows		(1,249)		(1,870)		(1,127)
Market appreciation (depreciation)		(3,172)		(2,237)		10,178
Realizations and distributions		(21)		—		—
Acquired & divested assets / Net transfers		(20)		(76)		(31)
Ending assets under management		167,468		171,930		170,342
Average assets under management		173,789		175,741		163,533

¹Total 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,
	2025			2024			2024
Beginning other assets (institutional)	$	4,165		$	4,981		$	5,289
Gross client cash inflows		—			—			—
Gross client cash outflows		(277	)		(675	)		(524	)
Net client cash flows		(277	)		(675	)		(524	)
Market appreciation (depreciation)		78			(141	)		352
Realizations and distributions		—			—			—
Acquired & divested assets / Net transfers		—			—			—
Ending other assets (institutional)		3,967			4,165			5,117
Average other assets (institutional)²		4,060			4,363			5,332

²For the three-month periods ending March 31, 2025, December 31, 2024 and March 31, 2024 total other assets (institutional) revenue realization was 3.4 basis points, 3.2 basis points and 3.5 basis points, respectively.

Victory Capital Holdings, Inc. and Subsidiaries Total 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, 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

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

March 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		1,371			507			1,298			68			1,090			2,165			452			6,952			236			7,187
Gross client cash outflows		(1,845	)		(925	)		(1,367	)		(332	)		(751	)		(2,410	)		(349	)		(7,980	)		(335	)		(8,314	)
Net client cash flows		(474	)		(418	)		(69	)		(264	)		339			(245	)		103			(1,028	)		(99	)		(1,127	)
Market appreciation (depreciation)		2,795			801			176			1,555			1,133			3,749			(75	)		10,135			42			10,178
Realizations and distributions		—			—			—			—			—			—			—			—			—			—
Acquired assets / Net transfers		(7	)		(45	)		18			(31	)		(44	)		33			5			(69	)		38			(31	)
Ending assets under management	$	32,918		$	16,297		$	24,481		$	13,895		$	18,200		$	57,833		$	3,465		$	167,089		$	3,253		$	170,342

¹Total 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, 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

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

March 31, 2024
Beginning assets under management	$	108,802		$	4,970		$	47,551		$	161,322
Gross client cash inflows		4,303			451			2,434			7,187
Gross client cash outflows		(5,956	)		(449	)		(1,909	)		(8,314	)
Net client cash flows		(1,653	)		2			525			(1,127	)
Market appreciation (depreciation)		6,796			215			3,167			10,178
Realizations and distributions		—			—			—			—
Acquired assets / Net transfers		(48	)		43			(26	)		(31	)
Ending assets under management	$	113,897		$	5,229		$	51,217		$	170,342

¹Includes institutional and retail share classes, money market and VIP funds.

² Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products.

³ Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles.

⁴Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

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/20250508366152/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

Victory Capital Reports Strong First Quarter Results