VIRTUS INVESTMENT PARTNERS, INC.

Previous wording

This Quarterly Report on Form 10-Q contains statements that are, or may be considered to be, forward-looking statements within the meaning of federal securities laws, including Section 27A of the securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and the Private Securities Litigation Reform Act of 1995, as amended. All statements that are not historical facts, including statements about our beliefs or expectations, are "forward-looking statements." These statements may be identified by such forward-looking terminology as "expect," "estimate," "intent," "plan," "intend," "believe," "anticipate," "may," "will," "should," "could," "continue," "project," "opportunity," "predict," "would," "potential," "future," "forecast," "guarantee," "assume," "likely," "target" or similar statements or variations of such terms.

Current wording

This Quarterly Report on Form 10-Q contains statements that are, or may be considered to be, forward-looking statements within the meaning of federal securities laws, including Section 27A of the securities Act of 1933, as amended (the "Securities Act"); and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and the Private Securities Litigation Reform Act of 1995, as amended. All statements that are not historical facts, including statements about our beliefs or expectations, are "forward-looking statements." These statements may be identified by such forward-looking terminology as "expect," "estimate," "intent," "plan," "intend," "believe," "anticipate," "may," "will," "should," "could," "continue," "project," "opportunity," "predict," "would," "potential," "future," "forecast," "guarantee," "assume," "likely," "target" or similar statements or variations of such terms.

Previous wording

Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including those discussed under "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q, resulting from: (i) reduction in our assets under management; (ii) financial or business risks from strategic transactions; (iii) withdrawal, renegotiation or termination of investment management agreements; (iv) damage to our reputation; (v) inability to satisfy financial debt covenants and required payments; (vi) lack of sufficient capital on satisfactory terms; (vii) inability to attract and retain key personnel; (viii) challenges from competition; (ix) adverse developments related to unaffiliated subadvisers; (x) negative changes in key distribution relationships; (xi) interruptions, breaches, or failures of technology systems; (xii) loss on our investments; (xiii) adverse regulatory and legal developments; (xiv) failure to comply with investment guidelines or other contractual requirements; (xv) adverse civil litigation, government investigations, or proceedings; (xvi) unfavorable changes in tax laws or unanticipated tax obligations; (xvii) impediments from certain corporate governance provisions; (xviii) losses or costs not covered by insurance; (xix) impairment of goodwill or other intangible assets; and other risks and uncertainties. Any occurrence of, or any material adverse change in, one or more risk factors or risks and uncertainties referred to above, in our 2024 Annual Report on Form 10-K, this Quarterly Report on Form 10-Q and our other periodic reports filed with the Securities and Exchange Commission (the "SEC") could materially and adversely affect our operations, financial results, cash flows, prospects and liquidity.

Current wording

Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including those discussed under "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q, resulting from: (i) reduction in our assets under management; (ii) financial or business risks from strategic transactions; (iii) withdrawal, renegotiation or termination of investment management agreements; (iv) damage to our reputation; (v) inability to satisfy debt covenants and required payments; (vi) lack of sufficient capital on satisfactory terms; (vii) inability to attract and retain key personnel; (viii) challenges from competition; (ix) adverse developments related to unaffiliated subadvisers; (x) negative changes in key distribution relationships; (xi) interruptions, breaches, or failures of technology systems; (xii) loss on our investments; (xiii) adverse regulatory and legal developments; (xiv) failure to comply with investment guidelines or other contractual requirements; (xv) adverse civil litigation, government investigations, or proceedings; (xvi) unfavorable changes in tax laws or unanticipated tax obligations; (xvii) impediments from certain corporate governance provisions; (xviii) losses or costs not covered by insurance; (xix) impairment of goodwill or other intangible assets; and other risks and uncertainties. Any occurrence of, or any material adverse change in, one or more risk factors or risks and uncertainties referred to above, in our 2025 Annual Report on Form 10-K, this Quarterly Report on Form 10-Q and our other periodic reports filed with the Securities and Exchange Commission (the "SEC") could materially and adversely affect our operations, financial results, cash flows, prospects and liquidity.

Previous wording

Our retail distribution resources in the U.S. consist of regional sales professionals, a national account relationship group and specialized teams for retirement and exchange traded funds ("ETFs"). Our U.S. retail funds and retail separate accounts are distributed through financial intermediaries. We have broad distribution access in the U.S. retail market, with distribution partners that include national and regional broker-dealers, independent broker-dealers and registered investment advisers, banks and insurance companies. In many of these firms, we have a number of products that are on preferred "recommended" lists and on fee-based advisory programs. Our wealth management business is marketed directly to individual clients by financial advisory teams at our investment managers.

Current wording

Our retail distribution resources in the U.S. consist of regional sales professionals, a national account relationship group and specialized teams for retirement and exchange traded funds ("ETFs"). Our U.S. retail funds, ETFs and intermediary sold retail separate accounts are distributed through financial intermediaries. We have broad distribution access in the U.S. retail market, with distribution partners that include national and regional broker-dealers, independent broker-dealers and registered investment advisers, banks and insurance companies. In many of these firms, we have a number of products that are on preferred "recommended" lists and on fee-based advisory programs. Our wealth management business is marketed directly to individual clients by financial advisory teams at our investment managers.

Previous 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.

Current wording

▪Total revenues were $199.5 million in the first quarter of 2026, a decrease of $18.4 million, or 8.4%, compared to total revenues of $217.9 million in the first quarter of 2025.

Previous 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.

Current wording

▪Net income per diluted share was $1.05 in the first quarter of 2026, a decrease of $3.00, or 74.1%, compared to net income per diluted share of $4.05 in the first quarter of 2025.

Previous 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.

Current wording

Total sales were $5.8 billion in the first quarter of 2026, a decrease of $0.5 billion, or 7.4%, from $6.2 billion in the first quarter of 2025. Net flows were $(8.4) billion in the first quarter of 2026 compared to net flows of $(3.0) billion in the first quarter of 2025.

Previous 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.

Current wording

At March 31, 2026, total assets under management were $149.0 billion, representing a decrease of $18.4 billion, or 11.0%, from March 31, 2025, and a decrease of $10.5 billion, or 6.6%, from December 31, 2025. The decrease in total assets under management from March 31, 2025 primarily included $24.3 billion from net outflows partially offset by $6.1 billion from positive market performance and $2.3 billion from the addition of Keystone. The decrease in total assets under management from December 31, 2025 included $8.4 billion from net outflows and $3.9 billion from negative market performance partially offset by $2.3 billion from the addition of Keystone.

Previous wording

(4)Calculated according to revenue earning basis that includes average daily, weekly, monthly beginning balance, monthly ending balance, or quarter beginning and ending balance, as well as quarter beginning or ending spot balance.

Current wording

(5)Calculated according to revenue earning basis that includes average daily, weekly, monthly beginning balance, monthly ending balance, or quarter beginning and ending balance, as well as quarter beginning or ending spot balance.

Previous wording

(4)Calculated according to revenue earning basis that includes average daily, weekly, monthly beginning balance, monthly ending balance, or quarter beginning and ending balance, as well as quarter beginning or ending spot balance.

Current wording

(5)Calculated according to revenue earning basis that includes average daily, weekly, monthly beginning balance, monthly ending balance, or quarter beginning and ending balance, as well as quarter beginning or ending spot balance.

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 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.

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, weekly, or monthly ending net asset balances. Retail separate account fees, which include fees for 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, the end of the preceding quarter or month's net assets 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 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.

Current wording

The average fee rate earned increased for the three months ended March 31, 2026 compared to the same period in the prior year primarily due to higher fee rates earned on the assets under management acquired from Keystone partially offset by a shift in the asset mix in our open-end funds to certain strategies, which have a lower fee rate.

Previous 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.

Current wording

In the first quarter of 2026, total revenues decreased 8.4% to $199.5 million from $217.9 million in the first quarter of 2025, primarily as a result of decreased average assets under management partially offset by the addition of Keystone. Operating income decreased by $21.1 million to $15.4 million in the first quarter of 2026 compared to $36.6 million in the first quarter of 2025, 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 $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.

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 $17.0 million, or 9.1%, for the three months ended March 31, 2026, compared to the same period in the prior year primarily due to decreased average assets under management partially offset by the addition of Keystone.

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 remained consistent during the three and nine months ended September 30, 2025 compared to the same periods in the prior year.

Current wording

Administration and shareholder service fees represent fees earned for fund administration and shareholder services from our U.S. retail funds, ETFs and traditional closed-end funds. Fund administration and shareholder service fees decreased $0.7 million, or 3.9% during the three months ended March 31, 2026 compared to the same period in the prior year primarily due to the decrease in average assets under management of our U.S. retail funds partially offset by increased closed-end fund administration fees.

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 $1.1 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.

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 8.8%, for the three months ended March 31, 2026, compared to the same period 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

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.

Current wording

Other income and fees primarily represent fees related to other fee-earning assets and marketing fees earned on certain ETFs. Other income and fees increased $0.4 million, or 34.9%, for the three months ended March 31, 2026, compared to the same period in the prior year primarily due to increased marketing fees earned on ETFs during the current year period.

Previous 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.

Current wording

Employment expenses consist of fixed and variable compensation and related employee benefit costs. Employment expenses decreased by $3.9 million, or 3.6%, for the three months ended March 31, 2026, primarily due to a decrease in profit- and sales-based compensation and stock-based compensation expense partially offset by the addition of Keystone.

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 $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.

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 $2.4 million, or 10.3%, for the three months ended March 31, 2026, 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 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.

Current wording

Other operating expenses consist primarily 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 $3.1 million, or 9.5%, for the three months ended March 31, 2026 compared to the same period in the prior year primarily due to transaction costs related to the Keystone acquisition.

Previous 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.

Current wording

Other operating expenses of CIP increased by $1.0 million, or 101.5%, for the three months ended March 31, 2026, compared to the same period in the prior year primarily due to refinancing activities associated with one CLO in the current year.

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 nine months ended September 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 three months ended March 31, 2026 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 $0.4 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.

Current wording

Depreciation expense consists primarily of the straight-line depreciation of furniture, equipment and leasehold improvements. Depreciation expense decreased by $0.7 million, or 28.9%, for the three months ended March 31, 2026, compared to the same period in the prior year primarily due to the prior year acceleration of depreciation on leasehold improvements associated with a terminated lease and a decrease in depreciation expense on computer equipment in the current year due to these assets becoming fully depreciated.

Previous 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.

Current wording

Amortization expense consists of the amortization of definite-lived intangible assets over their estimated useful lives. Amortization expense increased by $2.2 million, or 17.2%, for the three months ended March 31, 2026, compared to the same period in the prior year, primarily due to the additional amortization associated with the Keystone acquisition.

Previous 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.

Current wording

Realized and unrealized gain (loss) on investments, net changed during the three months ended March 31, 2026 by $1.8 million compared to the same period in the prior year. The change for the three months ended March 31, 2026 is primarily attributable to an increase in realized gains due to changes in market values of our investments.

Previous 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.

Current wording

Realized and unrealized gain (loss) of CIP, net changed by $(6.7) million for the three months ended March 31, 2026, compared to the same period in the prior year. The change for the three months ended March 31, 2026 consisted primarily of changes in net unrealized and realized losses of $19.5 million due to changes in market values of leveraged loans, partially offset by net unrealized gains of $12.8 million related to the value of the notes payable.

Previous 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.

Current wording

Interest and dividend income is earned on cash equivalents and marketable securities. Interest and dividend income remained consistent for the three months ended March 31, 2026, compared to the same period in the prior year.

Previous 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.

Current wording

Interest and dividend income of investments of CIP increased $1.1 million, or 2.3%, for the three months ended March 31, 2026, compared to the same period in the prior year primarily due to the addition of a CLO in the fourth quarter of 2025.

Previous 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.

Current wording

Interest expense of CIP represents interest expense on the notes payable of CIP. Interest expense of CIP increased by $0.5 million, or 1.4%, for the three months ended March 31, 2026, compared to the same period in the prior year, primarily due to the addition of a CLO in the fourth quarter of 2025.

Previous 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.

Current wording

The provision for income taxes reflected U.S. federal, state and local taxes at an estimated effective tax rate of 53.8% and 30.6% for the three months ended March 31, 2026 and 2025, respectively. The higher estimated effective tax rate for the three months ended March 31, 2026 was primarily due to a change in valuation allowances in the current year related to the tax effects of higher realized and unrealized losses on Company investments compared to the prior year and the rate impact of lower pre-tax income.

Previous 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.

Current wording

At March 31, 2026, we had $136.6 million of cash and cash equivalents and $143.1 million of investments, which included $53.5 million of investment securities, compared to $386.5 million of cash and cash equivalents and $157.5 million of investments, which included $76.5 million of investment securities, at December 31, 2025.

Previous wording

Our operating expenses consist of employee compensation and related benefit costs and other operating expenses, which primarily consist of costs related to distribution, investment research and data, occupancy, software application and development and professional fees, as well as interest on our indebtedness and income taxes. Annual incentive compensation, our largest annual operating cash expenditure, is paid in the first quarter of the year. In 2025 and 2024, we paid $158.4 million and $146.1 million, respectively, in incentive compensation earned during the years ended December 31, 2024 and 2023, respectively.

Current wording

Our operating expenses consist of employee compensation and related benefit costs and other operating expenses, which primarily consist of costs related to distribution, investment research and data, occupancy, software application and development and professional fees, as well as interest on our indebtedness and income taxes. Annual incentive compensation, our largest annual operating cash expenditure, is paid in the first quarter of the year. In 2026 and 2025, we paid $144.8 million and $158.4 million, respectively, in incentive compensation earned during the years ended December 31, 2025 and 2024, respectively.

Previous wording

In addition to operating activities, other uses of cash could include: (i) investments in organic growth, including seeding or launching new products and expanding distribution; (ii) debt principal payments through scheduled amortization or additional paydowns; (iii) dividend payments to common stockholders; (iv) repurchases of our common stock, or withholding obligations for the net settlement of employee share transactions; (v) investments in our technology infrastructure; (vi) investments in inorganic growth opportunities that may require upfront and/or future payments; (vii) integration costs, including restructuring and severance, related to acquisitions, if any; and (viii) purchases of our investment management subsidiary equity interests.

Current wording

In addition to operating activities, other uses of cash could include: (i) investments in organic growth, including seeding or launching new products and expanding distribution; (ii) debt principal payments through scheduled amortization or additional paydowns; (iii) dividend payments to common stockholders; (iv) repurchases of our common stock, or withholding obligations for the net settlement of employee share transactions; (v) investments in our technology infrastructure; (vi) investments in inorganic growth opportunities that may require upfront and/or future payments; (vii) integration costs, including restructuring and severance, related to acquisitions, if any; and (viii) purchases of investment manager equity interests.

Previous wording

Certain of our subsidiaries are registered with the SEC, Central Bank of Ireland, Financial Conduct Authority or other regulators that subject them to certain rules regarding minimum net capital. Failure to meet these requirements could result in adverse consequences to us, including additional reporting requirements, or interruption of our business. At September 30, 2025, these subsidiaries were in compliance with all minimum net capital requirements.

Current wording

Certain of our subsidiaries are registered with the SEC, Central Bank of Ireland, Financial Conduct Authority or other regulators that subject them to certain rules regarding minimum net capital. Failure to meet these requirements could result in adverse consequences to us, including additional reporting requirements, or interruption of our business. At March 31, 2026, our broker-dealer net capital was significantly greater than the required minimum.

Previous 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.

Current wording

Net cash provided by operating activities of $35.9 million for the three months ended March 31, 2026 changed by $39.7 million from net cash used in operating activities of $3.8 million for the same period in the prior year primarily due to an increase of $29.2 million in net sales of investments by CIP and $15.3 million in net sales of investments by us, partially offset by a $21.9 million decrease in net income 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 $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.

Current wording

Cash flows from investing activities consist primarily of acquisitions of businesses, capital expenditures and other investing activities related to our business operations. Net cash used in investing activities of $198.5 million for the three months ended March 31, 2026 increased by $195.5 million from net cash used in investing activities of $3.0 million for the same period in the prior year primarily due to the acquisition of Keystone.

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 $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.

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 $40.9 million for the three months ended March 31, 2026 decreased by $133.6 million from net cash used of $174.5 million for the same period in the prior year primarily due to a $102.5 million increase in net borrowings of CIP and $50.0 million in borrowings on our revolver during the current year period.

Previous 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.

Current wording

The Company's 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 (the "Revolver") with a five-year term expiring in September 2030. The Company borrowed $50.0 million under the Revolver during the three months ended March 31, 2026. The Company repaid $1.0 million outstanding under the Term Loan during the three months ended March 31, 2026 and had $398.0 million outstanding under the Term Loan at March 31, 2026. 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 $8.7 million as of March 31, 2026.