VIRTUS INVESTMENT PARTNERS, INC.

Previous wording

▪Total revenues were $210.5 million in the second quarter of 2025, a decrease of $13.9 million, or 6.2%, compared to total revenues of $224.4 million in the second quarter of 2024.

Current wording

▪Total revenues were $216.4 million in the third quarter of 2025, a decrease of $10.6 million, or 4.7%, compared to total revenues of $227.0 million in the third quarter of 2024.

Previous wording

▪Net income per diluted share was $6.12 in the second quarter of 2025, an increase of $3.69, or 151.9%, compared to net income per diluted share of $2.43 in the second quarter of 2024.

Current wording

▪Net income per diluted share was $4.65 in the third quarter of 2025, a decrease of $1.06, or 18.6%, compared to net income per diluted share of $5.71 in the third quarter of 2024.

Previous wording

Total sales were $5.6 billion in the second quarter of 2025, a decrease of $0.6 billion, or 9.1%, from $6.1 billion in the second quarter of 2024. Net flows were $(3.9) billion in the second quarter of 2025 compared to net flows of $(2.6) billion in the second quarter of 2024.

Current wording

Total sales were $6.3 billion in the third quarter of 2025, a decrease of $0.3 billion, or 4.9%, from $6.6 billion in the third quarter of 2024. Net flows were $(3.9) billion in the third quarter of 2025 compared to net flows of $(1.7) billion in the third quarter of 2024.

Previous wording

At June 30, 2025, total assets under management were $170.7 billion, representing a decrease of $2.9 billion, or 1.7%, from June 30, 2024, and a decrease of $4.3 billion, or 2.5%, from December 31, 2024. The decrease in total assets under management from June 30, 2024 included $13.5 billion from net outflows and $2.7 billion from other activity partially offset by $13.3 billion from positive market performance. The decrease in total assets under management from December 31, 2024 included $6.9 billion from net outflows partially offset by $3.6 billion from positive market performance.

Current wording

At September 30, 2025, total assets under management were $169.3 billion, representing a decrease of $14.4 billion, or 7.8%, from September 30, 2024, and a decrease of $5.7 billion, or 3.2%, from December 31, 2024. The decrease in total assets under management from September 30, 2024 primarily included $15.6 billion from net outflows partially offset by $3.8 billion from positive market performance. The decrease in total assets under management from December 31, 2024 included $10.8 billion from net outflows partially offset by $6.6 billion from positive market performance.

Previous wording

Average fees earned represent investment management fees, net of revenue-related adjustments, and excluding the impact of consolidated investment products ("CIP") divided by average net assets. Revenue-related adjustments are based on specific agreements and reflect the portion of investment management fees passed-through to third-party client intermediaries for services to investors in sponsored investment products. Fund fees are calculated based on average daily or weekly net assets. Retail separate account fees, which includes wealth management accounts, are calculated based on the end of the preceding or current quarter’s asset values or on an average of month-end balances. Institutional account fees are calculated based on an average of month-end balances, an average of current quarter’s asset values or on a combination of the underlying cash flows and the principal value of the product. Average fees earned will vary based on several factors, including the asset mix and expense reimbursements to the funds.

Current wording

Average fees earned represent investment management fees, net of revenue-related adjustments, and excluding the impact of consolidated investment products ("CIP") divided by average net assets. Revenue-related adjustments are based on specific agreements and reflect the portion of investment management fees passed-through to third-party client intermediaries for services to investors in sponsored investment products. Fund fees are calculated based on average daily or weekly net assets. Retail separate account fees, which include wealth management accounts, are calculated based on the end of the preceding or current quarter’s asset values or on an average of month-end balances. Institutional account fees are calculated based on an average of month-end balances, an average of current quarter’s asset values or on a combination of the underlying cash flows and the principal value of the product. Average fees earned will vary based on several factors, including the asset mix and expense reimbursements to the funds.

Previous wording

The average fee rate earned decreased for the three and six months ended June 30, 2025 compared to the same periods in the prior year primarily due to a shift in the asset mix in our open-end funds to certain strategies, which have a lower fee rate, partially offset by an increase in average fee rates of our institutional accounts due to the redemptions of lower fee earning assets.

Current wording

The average fee rate earned decreased for the three and nine months ended September 30, 2025 compared to the same periods in the prior year primarily due to a shift in the asset mix in our open-end funds to certain strategies, which have a lower fee rate, partially offset by an increase in average fee rates of our institutional accounts due to the redemptions of lower fee earning assets.

Previous wording

In the second quarter of 2025, total revenues decreased 6.2% to $210.5 million from $224.4 million in the second quarter of 2024, primarily as a result of decreased average assets under management. Operating income increased $1.0 million to $45.2 million in the second quarter of 2025 compared to $44.2 million in the second quarter of 2024, due primarily to decreased employment expenses and amortization expense.

Current wording

In the third quarter of 2025, total revenues decreased 4.7% to $216.4 million from $227.0 million in the third quarter of 2024, primarily as a result of decreased average assets under management. Operating income decreased by $8.2 million to $47.1 million in the third quarter of 2025 compared to $55.3 million in the third quarter of 2024, due primarily to decreased revenues as mentioned above.

Previous wording

Investment management fees are earned based on a percentage of assets under management and are paid pursuant to the terms of the respective investment management agreements, which generally require monthly or quarterly payments. Investment management fees decreased by $12.2 million, or 6.4%, and $14.4 million, or 3.8%, for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily due to decreased average assets under management.

Current wording

Investment management fees are earned based on a percentage of assets under management and are paid pursuant to the terms of the respective investment management agreements, which generally require monthly or quarterly payments. Investment management fees decreased by $10.1 million, or 5.2%, and $24.5 million, or 4.3%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily due to decreased average assets under management.

Previous wording

Distribution and service fees are sales- and asset-based fees earned from open-end funds for marketing and distribution services. Distribution and service fees decreased by $1.4 million, or 10.8%, and $2.7 million, or 9.9%, for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily due to lower sales and average assets under management for open-end funds in share classes that have sales- and asset-based distribution and service fees.

Current wording

Distribution and service fees are sales- and asset-based fees earned from open-end funds for marketing and distribution services. Distribution and service fees decreased by $1.1 million, or 7.7%, and $3.8 million, or 9.2%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily due to lower sales and average assets under management for open-end funds in share classes that have sales- and asset-based distribution and service fees.

Previous wording

Administration and shareholder service fees represent fees earned for fund administration and shareholder services from our U.S. retail funds, ETFs and closed-end funds. Fund administration and shareholder service fees decreased by $0.3 million, or 1.4%, and $0.9 million, or 2.5%, for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year due to the decrease in average assets under management of our U.S. retail funds.

Current wording

Administration and shareholder service fees represent fees earned for fund administration and shareholder services from our U.S. retail funds, ETFs and closed-end funds. Fund administration and shareholder service fees remained consistent during the three and nine months ended September 30, 2025 compared to the same periods in the prior year.

Previous wording

Other income and fees primarily represent fees related to other fee-earning assets and certain ETFs. Other income and fees remained consistent during the three and six months ended June 30, 2025 compared to the same periods in the prior year.

Current wording

Other income and fees primarily represent fees related to other fee-earning assets and certain ETFs. Other income and fees increased $0.3 million, or 10.0%, for the nine months ended September 30, 2025, compared to the same period in the prior year primarily due to increased marketing fees earned during the current year period.

Previous wording

Employment expenses consist of fixed and variable compensation and related employee benefit costs. Employment expenses decreased by $7.6 million, or 7.2%, and $13.7 million, or 6.2%, for the three and six months ended June 30, 2025, respectively, primarily due to a decrease in profit- and sales-based compensation.

Current wording

Employment expenses consist of fixed and variable compensation and related employee benefit costs. Employment expenses decreased by $6.7 million, or 6.4%, and $20.5 million, or 6.3%, for the three and nine months ended September 30, 2025, respectively, primarily due to a decrease in profit- and sales-based compensation and stock-based compensation expense.

Previous wording

Distribution and other asset-based expenses consist primarily of payments to third-party client intermediaries for providing services to investors in sponsored investment products. These payments are primarily based on assets under management. Distribution and other asset-based expenses decreased $1.7 million, or 7.3%, and $3.2 million, or 6.6%, for the three and six months ended June 30, 2025, respectively, primarily due to decreases in assets under management in share classes that have asset-based distribution and other asset-based expenses.

Current wording

Distribution and other asset-based expenses consist primarily of payments to third-party client intermediaries for providing services to investors in sponsored investment products. These payments are primarily based on assets under management. Distribution and other asset-based expenses decreased $2.1 million, or 8.9%, and $5.3 million, or 7.4%, for the three and nine months ended September 30, 2025, respectively, primarily due to decreases in assets under management in share classes that have asset-based distribution and other asset-based expenses.

Previous wording

Other operating expenses primarily consist of investment research and technology costs, software application and development expenses, professional fees, travel and distribution-related costs, rent and occupancy expenses, and other business costs. Other operating expenses decreased $0.5 million, or 1.5% for the three months ended June 30, 2025 primarily as a result of lower rent expense. Other operating expenses increased by $1.2 million, or 1.9%, for the six months ended June 30, 2025 compared to the same period in the prior year primarily due to costs associated with lease terminations during the first quarter of 2025.

Current wording

Other operating expenses primarily consist of investment research and technology costs, software application and development expenses, professional fees, travel and distribution-related costs, rent and occupancy expenses, and other business costs. Other operating expenses increased $2.1 million, or 6.8%, and $3.3 million, or 3.4%, for the three and nine months ended September 30, 2025 compared to the same periods in the prior year primarily due to increased legal and professional fees associated with the refinancing of the Company's credit facility and discrete business initiatives.

Previous wording

Other operating expenses of CIP decreased by $2.1 million, or 72.2%, and $1.8 million, or 49.7%, for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily due to refinancing activities associated with two CLO's in the prior year periods.

Current wording

Other operating expenses of CIP decreased by $1.8 million, or 43.3%, for the nine months ended September 30, 2025, compared to the same period in the prior year primarily due to refinancing activities associated with two CLO's in the prior year period.

Previous wording

Contingent consideration related to the Company's acquisitions are fair valued on each reporting date incorporating changes in various estimates, including underlying performance estimates, discount rates and amount of time until the conditions of the contingent payments are achieved. The change in fair value is recorded in the current period as a gain or loss. The change in fair value of contingent consideration for the three and six months ended June 30, 2025 was primarily attributable to changes in underlying performance estimates and the passage of time.

Current wording

Contingent consideration related to the Company's acquisitions are fair valued on each reporting date incorporating changes in various estimates, including underlying performance estimates, discount rates and amount of time until the conditions of the contingent payments are achieved. The change in fair value is recorded in the current period as a gain or loss. The change in fair value of contingent consideration for the nine months ended September 30, 2025 was primarily attributable to changes in underlying performance estimates and the passage of time.

Previous wording

Depreciation expense consists primarily of the straight-line depreciation of furniture, equipment and leasehold improvements. Depreciation expense decreased by $0.3 million, or 11.6%, for the three months ended June 30, 2025 and remained consistent for the six months ended June 30, 2025, compared to the same periods in the prior year. The decrease in the three month period is primarily due to the prior year acceleration of depreciation on leasehold improvements associated with a terminated lease, partially offset by an increase as a result of software and equipment purchases.

Current wording

Depreciation expense consists primarily of the straight-line depreciation of furniture, equipment and leasehold improvements. Depreciation expense decreased by $0.4 million, or 17.5%, and $0.4 million, or 5.4% for the three and nine months ended September 30, 2025, compared to the same periods in the prior year primarily due to the prior year acceleration of depreciation on leasehold improvements associated with a terminated lease, partially offset by an increase as a result of software and equipment purchases.

Previous wording

Amortization expense consists of the amortization of definite-lived intangible assets over their estimated useful lives. Amortization expense decreased $2.3 million, or 14.8%, and $4.6 million, or 15.2%, for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year, primarily due to intangible assets becoming fully amortized.

Current wording

Amortization expense consists of the amortization of definite-lived intangible assets over their estimated useful lives. Amortization expense decreased by $4.6 million, or 10.6%, for the nine months ended September 30, 2025, compared to the same period in the prior year, primarily due to intangible assets becoming fully amortized.

Previous wording

Realized and unrealized gain (loss) on investments, net changed during the three and six months ended June 30, 2025 by $5.5 million and $1.1 million, respectively, compared to the same periods in the prior year. The realized and unrealized gains and losses reflect changes in overall market conditions for the respective periods.

Current wording

Realized and unrealized gain (loss) on investments, net changed during the three and nine months ended September 30, 2025 by $(2.3) million and $(1.2) million, respectively, compared to the same periods in the prior year. The change for the three and nine months ended September 30, 2025 is primarily attributable to a decrease in unrealized gains due to changes in market values of our investments.

Previous wording

Realized and unrealized gain (loss) of CIP, net changed by $7.7 million and $(1.5) million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The change for the three months ended June 30, 2025 consisted primarily of changes in net unrealized gains of $14.2 million related to the value of the notes payable, partially offset by net unrealized and realized losses of $6.4 million due to changes in market values of leveraged loans. The change for the six months ended June 30, 2025 consisted primarily of changes in net unrealized and realized losses of $45.7 million, due to changes in market values of leveraged loans, partially offset by net unrealized gains of $44.2 million related to the value of the notes payable.

Current wording

Realized and unrealized gain (loss) of CIP, net changed by $(9.8) million and $(11.2) million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year. The change for the three months ended September 30, 2025 consisted primarily of changes in net unrealized losses of $21.8 million related to the value of the notes payable, partially offset by net unrealized and realized gains of $12.0 million due to changes in market values of leveraged loans. The change for the nine months ended September 30, 2025 consisted primarily of changes in net unrealized and realized losses of $33.7 million, due to changes in market values of leveraged loans, partially offset by net unrealized gains of $22.5 million related to the value of the notes payable.

Previous wording

Other income (expense), net changed by $0.5 million and $1.0 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year due to changes in the gains and losses on our equity method investments, as well as foreign currency gains and losses.

Current wording

Other income (expense), net changed by $1.0 million for the nine months ended September 30, 2025, compared to the same period in the prior year due to changes in the gains and losses on our equity method investments, as well as foreign currency gains and losses.

Previous wording

Interest expense decreased $1.0 million, or 18.3%, and $2.1 million, or 19.0%, for the three and six months ended June 30, 2025, respectively, primarily due to lower average debt outstanding and lower average interest rates during the current year periods.

Current wording

Interest expense decreased $0.5 million, or 8.7%, and $2.7 million, or 15.5%, for the three and nine months ended September 30, 2025, respectively, primarily due to lower average debt outstanding and lower average interest rates during the current year periods.

Previous wording

Interest and dividend income is earned on cash equivalents and our marketable securities. Interest and dividend income decreased $0.6 million, or 22.3%, and $1.0 million, or 17.0%, during the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily due to lower average interest rates and average investments in the current year period.

Current wording

Interest and dividend income is earned on cash equivalents and our marketable securities. Interest and dividend income decreased $0.7 million, or 24.5%, and $1.8 million, or 19.4%, during the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily due to lower average interest rates and average investments in the current year period.

Previous wording

Interest and dividend income of investments of CIP decreased $6.3 million, or 12.1%, and $9.9 million, or 9.6%, for the three and six months ended June 30, 2025, respectively, compared to the same period in the prior year primarily due to lower average interest rates in the current year period.

Current wording

Interest and dividend income of investments of CIP decreased $4.7 million, or 9.3%, and $14.6 million, or 9.5%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily due to lower average interest rates in the current year period.

Previous wording

Interest expense of CIP represents interest expense on the notes payable of CIP. Interest expense of CIP decreased by $8.5 million, or 20.2%, and $13.9 million, or 17.0%, for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year, primarily due to lower average interest rates in the current year period.

Current wording

Interest expense of CIP represents interest expense on the notes payable of CIP. Interest expense of CIP decreased by $4.8 million, or 12.5%, and $18.7 million, or 15.6%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year, primarily due to lower average interest rates in the current year period.

Previous wording

The provision for income taxes reflected U.S. federal, state and local taxes at an estimated effective tax rate of 25.9% and 24.4% for the six months ended June 30, 2025 and 2024, respectively. The higher estimated effective tax rate for the six months ended June 30, 2025 was primarily due to a change in valuation allowances in the current year related to the tax effects of lower realized and unrealized gains on Company investments compared to the prior year.

Current wording

The provision for income taxes reflected U.S. federal, state and local taxes at an estimated effective tax rate of 27.0% and 24.4% for the nine months ended September 30, 2025 and 2024, respectively. The higher estimated effective tax rate for the nine months ended September 30, 2025 was primarily due to a change in valuation allowances in the current year related to the tax effects of lower realized and unrealized gains on Company investments compared to the prior year.

Previous wording

At June 30, 2025, we had $172.2 million of cash and cash equivalents and $120.6 million of investments, which included $82.9 million of investment securities, compared to $265.9 million of cash and cash equivalents and $119.2 million of investments, which included $83.8 million of investment securities, at December 31, 2024.

Current wording

At September 30, 2025, we had $370.6 million of cash and cash equivalents and $149.5 million of investments, which included $110.6 million of investment securities, compared to $265.9 million of cash and cash equivalents and $119.2 million of investments, which included $83.8 million of investment securities, at December 31, 2024.

Previous wording

Net cash provided by operating activities of $72.0 million for the six months ended June 30, 2025 increased by $36.5 million from net cash provided by operating activities of $35.4 million for the same period in the prior year primarily due to an increase of $36.4 million in net sales of investments by CIP in the current year period.

Current wording

Net cash provided by operating activities of $180.2 million for the nine months ended September 30, 2025 increased by $75.7 million from net cash provided by operating activities of $104.6 million for the same period in the prior year primarily due to an increase of $78.0 million in net sales of investments by CIP in the current year period.

Previous wording

Cash flows from investing activities consist primarily of capital expenditures and other investing activities related to our business operations. Net cash used in investing activities of $4.0 million for the six months ended June 30, 2025 was consistent with net cash used in investing activities of $3.8 million for the same period in the prior year.

Current wording

Cash flows from investing activities consist primarily of capital expenditures and other investing activities related to our business operations. Net cash used in investing activities of $5.4 million for the nine months ended September 30, 2025 increased by $0.6 million from net cash used in investing activities of $4.8 million for the same period in the prior year primarily due to increased capital expenditures in the current year period.

Previous wording

Cash flows from financing activities consist primarily of transactions related to our common shares, issuance and repayment of debt by us and CIP, payments of contingent consideration and purchases and sales of noncontrolling interests. Net cash used in financing activities of $226.5 million for the six months ended June 30, 2025 increased by $204.7 million from net cash used of $21.8 million for the same period in the prior year primarily due to a $173.9 million decrease in net borrowings of CIP and an increase of $32.5 million in repurchases of our common shares during the current year period.

Current wording

Cash flows from financing activities consist primarily of transactions related to our common shares, issuance and repayment of debt by us and CIP, payments of contingent consideration and purchases and sales of noncontrolling interests. Net cash used in financing activities of $114.2 million for the nine months ended September 30, 2025 decreased by $15.3 million from net cash used of $129.5 million for the same period in the prior year primarily due to a $179.0 million increase in net borrowings as a result of the refinancing of our credit facility partially offset by $136.4 million decrease in net borrowings of CIP and a $17.6 million increase in repurchases of our common shares during the current year period.

Previous wording

The Company's credit agreement, as amended (the "Credit Agreement"), comprises (i) a $275.0 million term loan with a seven-year term (the "Term Loan") expiring in September 2028, and (ii) a $175.0 million revolving credit facility with a five-year term expiring in September 2026. The Company repaid $1.4 million outstanding under the Term Loan during the six months ended June 30, 2025 and had $234.7 million outstanding under the Term Loan at June 30, 2025. In accordance with ASC 835, Interest, the amounts outstanding under the Company's Term Loan are presented on the Condensed Consolidated Balance Sheets net of related debt issuance costs, which were $3.4 million as of June 30, 2025.

Current wording

On September 26, 2025, the Company refinanced its existing credit agreement by entering into a new credit agreement (the “Credit Agreement”). The Credit Agreement provides for (i) a $400.0 million term loan for the Company with a seven-year term (the "Term Loan") expiring in September 2032, and (ii) a $250.0 million revolving credit facility with a five-year term expiring in September 2030. A portion of the proceeds of the refinancing have been used to repay the $234.7 million outstanding on the previous term loan. The Company has the right, subject to customary conditions specified in the Credit Agreement, to request additional revolving credit facility commitments and additional term loans to be made under the Credit Agreement. At September 30, 2025, $400.0 million was outstanding under the Term Loan, and there were no outstanding borrowings under the revolving credit facility. In accordance with Accounting Standards Codification 835, Interest, the amounts outstanding under the Term Loan are presented on the Condensed Consolidated Balance Sheet net of related debt issuance costs, which were $9.4 million as of September 30, 2025.