Victory Capital Holdings, Inc.

Previous wording

The objective of this section of the Quarterly Report on Form 10-Q is intended to provide a discussion and analysis, from management’s perspective, of the key performance indicators and material information necessary to assess our financial condition and results of operations for the three and six months ended June 30, 2025 and 2024 and cash flows for the six months ended June 30, 2025 and 2024. In addition, we also discuss the Company’s contractual and off-balance sheet arrangements. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2024. This discussion and analysis contains forward-looking statements and should also be read in conjunction with the disclosures and information contained in “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in “Item 1A. Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

The objective of this section of the Quarterly Report on Form 10-Q is intended to provide a discussion and analysis, from management’s perspective, of the key performance indicators and material information necessary to assess our financial condition and results of operations for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024. In addition, we also discuss the Company’s contractual and off-balance sheet arrangements. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2024. This discussion and analysis contains forward-looking statements and should also be read in conjunction with the disclosures and information contained in “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in “Item 1A. Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2024.

Previous wording

Our Business –Victory is a diversified global asset management firm with total client assets of $301.6 billion, assets under management of $298.6 billion and other assets of $3.0 billion as of June 30, 2025. The Company operates a next-generation business model combining boutique investment qualities with the benefits of an integrated, centralized operating and distribution platform.

Current wording

Our Business –Victory is a diversified global asset management firm with total client assets of $313.4 billion, assets under management of $310.6 billion and other assets of $2.7 billion as of September 30, 2025. The Company operates a next-generation business model combining boutique investment qualities with the benefits of an integrated, centralized operating and distribution platform.

Previous wording

The Company provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors with multiple autonomous Investment Franchises and a Solutions Platform. Victory Capital offers a wide array of investment products, including actively and passively managed mutual funds, rules-based and active exchange traded funds (“ETFs”), institutional separate accounts, variable insurance products (“VIPs”), alternative investments, private closed end funds, and a 529 Education Savings Plan. Victory Capital’s strategies are also offered through third-party investment products, including mutual funds, third-party ETF model strategies, retail separately managed accounts (“SMAs”) and unified managed accounts (“UMAs”) through wrap account programs, Collective Investment Trusts (“CITs”), and undertakings for the collective investment in transferable securities (“UCITS”) and other pooled funds. As of June 30, 2025, our Franchises and our Solutions Platform collectively managed a diversified set of 196 investment strategies for a wide range of institutional and retail clients and direct investors.

Current wording

The Company provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors with multiple autonomous Investment Franchises and a Solutions Platform. Victory Capital offers a wide array of investment products, including actively and passively managed mutual funds, rules-based and active exchange traded funds (“ETFs”), institutional separate accounts, variable insurance products (“VIPs”), alternative investments, private closed end funds, and a 529 Education Savings Plan. Victory Capital’s strategies are also offered through third-party investment products, including mutual funds, third-party ETF model strategies, retail separately managed accounts (“SMAs”) and unified managed accounts (“UMAs”) through wrap account programs, Collective Investment Trusts (“CITs”), and undertakings for the collective investment in transferable securities (“UCITS”) and other pooled funds. As of September 30, 2025, our Franchises and our Solutions Platform collectively managed a diversified set of 189 investment strategies for a wide range of institutional and retail clients and direct investors.

Previous wording

On April 1, 2025, the Company completed the transactions contemplated by the Contribution Agreement (the “Contribution”) and reintroduced the brand Pioneer Investments ("Pioneer" or "Pioneer Investments") for the acquired business and investment products. In exchange for the contribution of all the shares of the Amundi US to the Company, the Company issued to Amundi (a) 3,293,471 newly issued shares of Common Stock, representing 4.9% of the number of issued and outstanding shares of Common Stock after giving effect to such issuance, and (b) 19,742,300 newly issued shares of Preferred Stock, which, together with the shares of Common Stock issued to Amundi represented in the aggregate 26.1% of the Company’s fully diluted shares after giving effect to such share issuances. The Preferred Stock issued to Amundi includes 14,305,982 shares issued on April 1, 2025 and 5,436,318 shares issued on May 23, 2025 as a true up payment in respect of client consents obtained in the 30 days following the Closing. Closing consideration due to Amundi is subject to a customary post-closing adjustment, which has not yet been determined. VCM serves as the investment adviser and provides mutual fund administration services for the Pioneer mutual funds under Victory Portfolio IV and Victory Variable Insurance Funds II. VCS serves as the distributor to Victory Portfolios IV and Victory Variable Insurance Funds II. The sequential results reflect include Pioneer Investments as of April 1, 2025, which significantly impacted our financial results for the three and six months ended June 30, 2025 when compared to the comparable periods. Refer to Note 4, Acquisitions, for further details related to the acquisition.

Current wording

On April 1, 2025 (the "Closing"), the Company completed the transactions contemplated by the Contribution Agreement (the “Contribution”) and reintroduced the brand Pioneer Investments ("Pioneer" or "Pioneer Investments") for the acquired business and investment products. In exchange for the contribution of all the shares of the Amundi US to the Company, the Company issued to Amundi (a) 3,293,471 newly issued shares of Common Stock, representing 4.9% of the number of issued and outstanding shares of Common Stock after giving effect to such issuance, and (b) 19,742,300 newly issued shares of Preferred Stock, which, together with the shares of Common Stock issued to Amundi represented in the aggregate 26.1% of the Company’s fully diluted shares after giving effect to such share issuances. The Preferred Stock issued to Amundi includes 14,305,982 shares issued on April 1, 2025 and 5,436,318 shares issued on May 23, 2025 as a true up payment in respect of client consents obtained in the 30 days following the Closing. Closing consideration due to Amundi is subject to a customary post-closing adjustment. On August 1, 2025, in accordance with the terms of the Contribution Agreement, Amundi forfeited its beneficial ownership of 44,026 shares of Preferred stock as a result of a post-closing adjustment to the amount of Preferred stock received by Amundi at the closing of the transaction.

Previous wording

We have clients spanning 60 countries and manage approximately $50 billion in AUM for non-US investors. Through our exclusive global distribution agreement with Amundi, we have access to 35 countries and 1,000 third-party distributors in 20 countries. Professionals within our institutional and retail distribution channels, direct investor business and marketing organization sell our products through our centralized distribution model. Our institutional sales team focuses on cultivating relationships with institutional consultants, who account for the majority of the institutional market, as well as asset allocators seeking sub-advisers. Our retail sales team offers intermediary and retirement platform clients, including broker-dealers, retirement platforms and RIA networks, mutual funds and ETFs as well as SMAs through wrap fee programs and access to our investment models through UMAs. Our direct investor business serves the investment needs of individual clients.

Current wording

We have clients spanning 60 countries and manage approximately $52 billion in AUM for non-US investors. Through our exclusive global distribution agreement with Amundi, we have access to 35 countries and 1,000 third-party distributors in 20 countries. Professionals within our institutional and retail distribution channels, direct investor business and marketing organization sell our products through our centralized distribution model. Our institutional sales team focuses on cultivating relationships with institutional consultants, who account for the majority of the institutional market, as well as asset allocators seeking sub-advisers. Our retail sales team offers intermediary and retirement platform clients, including broker-dealers, retirement platforms and RIA networks, mutual funds and ETFs as well as SMAs through wrap fee programs and access to our investment models through UMAs. Our direct investor business serves the investment needs of individual clients.

Previous wording

We have grown our total client assets from $17.9 billion following the management-led buyout with Crestview GP in August 2013 to $301.6 billion at June 30, 2025. We attribute this growth to our success in sourcing acquisitions and evolving them into organic growers, generating strong investment returns, and developing institutional, retail, and direct investor channels with deep penetration.

Current wording

We have grown our total client assets from $17.9 billion following the management-led buyout with Crestview GP in August 2013 to $313.4 billion at September 30, 2025. We attribute this growth to our success in sourcing acquisitions and evolving them into organic growers, generating strong investment returns, and developing institutional, retail, and direct investor channels with deep penetration.

Previous wording

AUM at June 30, 2025 and 2024 was $298.6 billion and $168.7 billion, respectively. We generated $15.7 billion in gross flows and $0.8 billion in net outflows for the three months ended June 30, 2025 compared to $6.1 billion in gross flows and $1.7 billion in net outflows for the same period in 2024.

Current wording

AUM at September 30, 2025 and 2024 was $310.6 billion and $176.1 billion, respectively. We generated $17.3 billion in gross flows and $0.3 billion in net outflows for the three months ended September 30, 2025 compared to $6.1 billion in gross flows and $2.6 billion in net outflows for the same period in 2024.

Previous wording

AUM at June 30, 2025 and 2024 was $298.6 billion and $168.7 billion, respectively. We generated $25.2 billion in gross flows and $2.1 billion in net outflows for the six months ended June 30, 2025 compared to $13.3 billion in gross flows and $2.9 billion in net outflows for the same period in 2024. Net flows for the six months ended June 30, 2025 were comprised of $1.9 billion and $0.2 billion of net long-term and short-term outflows, respectively.

Current wording

AUM at September 30, 2025 and 2024 was $310.6 billion and $176.1 billion, respectively. We generated $42.5 billion in gross flows and $2.3 billion in net outflows for the nine months ended September 30, 2025 compared to $19.4 billion in gross flows and $5.5 billion in net outflows for the same period in 2024. Net flows for the nine months ended September 30, 2025 were comprised of $2.1 billion and $0.2 billion of net long-term and short-term outflows, respectively.

Previous wording

57 of our Victory Capital mutual funds and ETFs had overall Morningstar ratings of four or five stars and 64% of our fund and ETF AUM were rated four or five stars overall by Morningstar. 56% of our strategies by AUM had investment returns in excess of their respective benchmarks over a one-year period, 58% over a three-year period, 67% over a five-year period and 73% over a ten-year period. On an equal-weighted basis, 56% of our strategies have outperformed their benchmarks over a one-year period, 60% over a three-year period, 67% over a five-year period and 66% over a ten-year period.

Current wording

56 of our Victory Capital mutual funds and ETFs had overall Morningstar ratings of four or five stars and 64% of our fund and ETF AUM were rated four or five stars overall by Morningstar. 54% of our strategies by AUM had investment returns in excess of their respective benchmarks over a one-year period, 64% over a three-year period, 65% over a five-year period and 77% over a ten-year period. On an equal-weighted basis, 53% of our strategies have outperformed their benchmarks over a one-year period, 63% over a three-year period, 68% over a five-year period and 65% over a ten-year period.

Previous wording

Total revenue for the three months ended June 30, 2025 was $351.2 million compared to $219.6 million for the same period in 2024. For the six months ended June 30, 2025 and 2024, total revenue was $570.8 million and $435.5 million, respectively.

Current wording

Total revenue for the three months ended September 30, 2025 was $361.2 million compared to $225.6 million for the same period in 2024. For the nine months ended September 30, 2025 and 2024, total revenue was $932.0 million and $661.1 million, respectively.

Previous wording

Net income was $58.7 million for the three months ended June 30, 2025 compared to $74.3 million for the same period in 2024. For the six months ended June 30, 2025 and 2024, net income was $120.7 million and $129.9 million, respectively.

Current wording

Net income was $96.5 million for the three months ended September 30, 2025 compared to $82.0 million for the same period in 2024. For the nine months ended September 30, 2025 and 2024, net income was $217.3 million and $211.9 million, respectively.

Previous wording

Adjusted EBITDA was $178.5 million for the three months ended June 30, 2025, or 50.8% of revenue, compared to $116.5 million, or 53.0% of revenue, for the same period in 2024. For the six months ended June 30, 2025, Adjusted EBITDA was $294.9 million, or 51.7% of revenue, compared to $228.9 million, or 52.6% of revenue, for the same period in 2024. Refer to “Supplemental Non-GAAP Financial Information” for further information about the Adjusted EBITDA calculation and reconciliation of generally accepted accounting principles (“GAAP”) net income to Adjusted EBITDA.

Current wording

Adjusted EBITDA was $190.5 million for the three months ended September 30, 2025, or 52.7% of revenue, compared to $121.3 million, or 53.7% of revenue, for the same period in 2024. For the nine months ended September 30, 2025, Adjusted EBITDA was $485.4 million, or 52.1% of revenue, compared to $350.1 million, or 53.0% of revenue, for the same period in 2024. Refer to “Supplemental Non-GAAP Financial Information” for further information about the Adjusted EBITDA calculation and reconciliation of generally accepted accounting principles (“GAAP”) net income to Adjusted EBITDA.

Previous wording

Adjusted Net Income with tax benefit was $132.8 million for the three months ended June 30, 2025 compared to $86.6 million for the three months ended June 30, 2024. For the six months ended June 30, 2025, Adjusted Net Income with tax benefit was $220.9 million compared to $169.0 million for the same period in 2024. Refer to “Supplemental Non-GAAP Financial Information” for further information about the Adjusted Net Income calculation and reconciliation of GAAP net income to Adjusted Net Income.

Current wording

Adjusted Net Income with tax benefit was $141.3 million for the three months ended September 30, 2025 compared to $89.0 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, Adjusted Net Income with tax benefit was $362.2 million compared to $258.0 million for the same period in 2024. Refer to “Supplemental Non-GAAP Financial Information” for further information about the Adjusted Net Income calculation and reconciliation of GAAP net income to Adjusted Net Income.

Previous wording

(4) The Company includes participating securities in its computation of adjusted earnings per diluted share, including 19.7 million shares of Series A Non-Voting Convertible Preferred Stock.

Current wording

(4) The Company includes participating securities in its computation of adjusted earnings per diluted share, including 19.8 million shares of Series A Non-Voting Convertible Preferred Stock.

Previous wording

June 30, 2025 AUM compared to March 31, 2025 AUM. At June 30, 2025, our total AUM was $298.6 billion, an increase of $131.1 billion, or 78.3%, from $167.5 billion at March 31, 2025, driven by the combination of $114 billion of AUM acquired relating to Pioneer Investments as well as $20.2 billion of market appreciation partially offset by $0.8 billion of net outflows.

Current wording

September 30, 2025 AUM compared to June 30, 2025 AUM. At September 30, 2025, our total AUM was $310.6 billion, an increase of $12.1 billion, or 4.1%, from $298.6 billion at June 30, 2025, driven by $14.5 billion of market appreciation partially offset by $0.3 billion of net outflows.

Previous wording

Net outflows were driven by our U.S. mid cap, U.S. small cap, and U.S. large cap equity strategies of $0.7 billion, $0.3 billion, $1.1 billion, respectively, partially offset by net inflows of $1.4 billion and $0.1 billion in our Solutions platform and global/non-US equity strategies, respectively.

Current wording

Net outflows were driven by our U.S. mid cap, U.S. small cap, and U.S. large cap equity strategies of $1.4 billion, $1.2 billion, $2.0 billion, respectively, partially offset by net inflows of $2.0 billion, $2.0 billion, and $0.3 billion in our Solutions platform, global/non-US equity strategies, and our fixed income strategies, respectively.

Previous wording

June 30, 2025 AUM compared to December 31, 2024 AUM. Total AUM increased by $126.6 billion, or 73.7%, to $298.6 billion at June 30, 2025 compared to $171.9 billion at December 31, 2024. The increase in AUM was due to the combination of $114 billion of AUM acquired relating to Pioneer Investments as well as $17.1 billion of market appreciation partially offset by $2.1 billion of net outflows.

Current wording

September 30, 2025 AUM compared to December 31, 2024 AUM. Total AUM increased by $138.7 billion, or 80.7%, to $310.6 billion at September 30, 2025 compared to $171.9 billion at December 31, 2024. The increase in AUM was due to the combination of $114 billion of AUM acquired relating to Pioneer Investments as well as $31.6 billion of market appreciation partially offset by $2.3 billion of net outflows.

Previous wording

Net outflows were driven by our U.S. mid cap, U.S. small cap, and U.S. large cap equity strategies, our fixed income strategies, global/non-US equity strategies, and alternative investments of $1.4 billion, $0.7 billion, $1.5 billion, $0.6 billion, $1.0 billion, and $0.1 billion, respectively, partially offset by net inflows of $3.4 billion in our Solutions platform.

Current wording

Net outflows were driven by our U.S. mid cap, U.S. small cap, and U.S. large cap equity strategies, our fixed income strategies, and alternative investments of $2.8 billion, $1.9 billion, $3.5 billion, $0.3 billion, and $0.1 billion, respectively, partially offset by net inflows of $5.4 billion and $1.0 billion in our Solutions platform and global/non-US equity strategies, respectively.

Previous wording

The following table presents our GAAP results of operations for the three and six months ended June 30, 2025 and 2024.

Current wording

The following table presents our GAAP results of operations for the three and nine months ended September 30, 2025 and 2024.

Previous wording

Three months ended June 30, 2025 compared to June 30, 2024. Investment management fees increased 63.0%, or $109.1 million, to $282.3 million for the three months ended June 30, 2025 from $173.2 million for the same comparable period in 2024 due to an increase in average AUM primarily driven by Pioneer Investments over the comparable period.

Current wording

Three months ended September 30, 2025 compared to September 30, 2024. Investment management fees increased 62.3%, or $110.7 million, to $288.5 million for the three months ended September 30, 2025 from $177.8 million for the same comparable period in 2024 due to an increase in average AUM primarily driven by Pioneer Investments over the comparable period.

Previous wording

Six months ended June 30, 2025 compared to June 30, 2024. Investment management fees increased by $112.7 million, or 32.9%, to $455.6 million for the six months ended June 30, 2025 from $342.9 million due to the same factors discussed above in the quarterly section.

Current wording

Nine months ended September 30, 2025 compared to September 30, 2024. Investment management fees increased by $223.4 million, or 42.9%, to $744.1 million for the nine months ended September 30, 2025 from $520.8 million due to the same factors discussed above in the quarterly section.

Previous wording

Three months ended June 30, 2025 compared to June 30, 2024. Fund administration and distribution fees increased by $22.4 million, or 48.3%, to $68.9 million for the three months ended June 30, 2025 compared to $46.5 million for the same period in 2024 due primarily to higher mutual fund average net assets.

Current wording

Three months ended September 30, 2025 compared to September 30, 2024. Fund administration and distribution fees increased by $24.9 million, or 52.0%, to $72.7 million for the three months ended September 30, 2025 compared to $47.8 million for the same period in 2024 due primarily to higher mutual fund average net assets.

Previous wording

Six months ended June 30, 2025 compared to June 30, 2024. Fund administration and distribution fees increased by $22.7 million, or 24.5%, to $115.2 million for the six months ended June 30, 2025 from $92.5 million for the same period in 2024 due to the same factors as discussed above in the quarterly section.

Current wording

Nine months ended September 30, 2025 compared to September 30, 2024. Fund administration and distribution fees increased by $47.5 million, or 33.9%, to $187.9 million for the nine months ended September 30, 2025 from $140.3 million for the same period in 2024 due to the same factors as discussed above in the quarterly section.

Previous wording

The following table presents the components of GAAP personnel compensation and benefits expense for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table presents the components of GAAP personnel compensation and benefits expense for the three and nine months ended September 30, 2025 and 2024:

Previous wording

(2) Equity awards typically vest over several years based on service and the achievement of specific business and financial targets. The value of the equity awards is recognized as compensation expense over the vesting period.

Current wording

(2) Share-based compensation typically vests over several years based on service and the achievement of specific business and financial targets. The value of the equity awards is recognized as compensation expense over the vesting period.

Previous wording

(3) Acquisition and transaction-related compensation costs for the three and six months ended June 30, 2025 primarily consists of vesting of certain Amundi US deferred compensation awards for former Amundi US employees.

Current wording

(3) Acquisition and transaction-related compensation costs for the three and nine months ended September 30, 2025 primarily consists of vesting of certain Amundi US deferred compensation awards for former Amundi US employees. For the three and nine months ended September 30, 2024 acquisition and transaction-related compensation consisted of a decrease in the NEC contingent payment compensation.

Previous wording

Three months ended June 30, 2025 compared to June 30, 2024. Personnel compensation and benefits were $108.9 million for the three months ended June 30, 2025, an increase of $53.3 million, or 95.7%, from $55.7 million for the same period in 2024 mostly attributable to an increase in salaries, payroll related taxes and employee benefits as well as an increase in acquisition and transaction-related compensation of $20.2 million and $12.6 million, respectively. Excluding the impact of salaries, payroll taxes and employee benefits and acquisition and transaction-related compensation over the comparable period, personnel compensation and benefits increased $20.5 million, or 36.8%, due to an increase in variable costs such as incentive and sales-based compensation and equity awards granted. Incentive compensation, sales-based compensation, and equity awards granted to employees and directors were $38.1 million, $10.6 million, and $5.7 million, respectively, for the three months ended June 30, 2025, compared to $24.5 million, $5.6 million, and $3.8 million, respectively, for the same period in 2024.

Current wording

Three months ended September 30, 2025 compared to September 30, 2024. Personnel compensation and benefits were $97.0 million for the three months ended September 30, 2025, an increase of $53.7 million, or 124.3%, from $43.2 million for the same period in 2024 mostly attributable to an increase in salaries, payroll related taxes and employee benefits as well as an increase in acquisition and transaction-related compensation of $16.1 million and $22.1 million, respectively. Excluding the impact of salaries, payroll taxes and employee benefits and acquisition and transaction-related compensation over the comparable period, personnel compensation and benefits increased $15.5 million, or 42.3%, due to an increase in variable costs such as incentive and sales-based compensation and equity awards granted. Incentive compensation, sales-based compensation, and equity awards granted to employees and directors were $36.4 million, $10.0 million, and $5.6 million, respectively, for the three months ended September 30, 2025, compared to $26.5 million, $6.4 million, and $3.7 million, respectively, for the same period in 2024.

Previous wording

Six months ended June 30, 2025 compared to June 30, 2024. Personnel compensation and benefits increased by $49.9 million, or 43.4%, to $165.1 million for the six months ended June 30, 2025 from $115.1 million for the same period in 2024 due to an increase in salaries, payroll related taxes and employee benefits as well as an increase in acquisition and transaction-related compensation of $17.4 million and $11.6 million, respectively. Excluding the impact of salaries, payroll taxes and employee benefits and acquisition and transaction-related compensation over the comparable period, personnel compensation and benefits increased $20.9 million, or 18.2%, due to an increase in variable costs such as incentive and sales-based compensation and equity awards granted. Incentive compensation, sales-based compensation, and equity awards granted to employees and directors were $61.8 million, $17.8 million, and $9.2 million, respectively, for the six months ended June 30, 2025, compared to $48.4 million, $11.7 million, and $7.7 million, respectively, for the same period in 2024.

Current wording

Nine months ended September 30, 2025 compared to September 30, 2024. Personnel compensation and benefits increased by $103.7 million, or 65.5%, to $262.0 million for the nine months ended September 30, 2025 from $158.4 million for the same period in 2024 due to an increase in salaries, payroll related taxes and employee benefits as well as an increase in acquisition and transaction-related compensation of $33.5 million and $33.7 million, respectively. Excluding the impact of salaries, payroll taxes and employee benefits and acquisition and transaction-related compensation over the comparable period, personnel compensation and benefits increased $36.4 million, or 34.8%, due to an increase in variable costs such as incentive and sales-based compensation and equity awards granted. Incentive compensation, sales-based compensation, and equity awards granted to employees and directors were $98.2 million, $27.9 million, and $14.8 million, respectively, for the nine months ended September 30, 2025, compared to $74.9 million, $18.1 million, and $11.4 million, respectively, for the same period in 2024.

Previous wording

The following table presents the components of distribution and other asset-based expenses for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table presents the components of distribution and other asset-based expenses for the three and nine months ended September 30, 2025 and 2024:

Previous wording

Three months ended June 30, 2025 compared to June 30, 2024. Distribution and other asset-based expenses are primarily based on AUM. For the three months ended June 30, 2025, distribution and other asset-based expenses were $62.0 million, an increase of $25.6 million, or 70.1%, from $36.5 million for the same period in 2024. The increase is primarily due to higher broker-dealer and platform distribution fees over the comparable period.

Current wording

Three months ended September 30, 2025 compared to September 30, 2024. Distribution and other asset-based expenses are primarily based on AUM. For the three months ended September 30, 2025, distribution and other asset-based expenses were $66.2 million, an increase of $29.3 million, or 79.6%, from $36.8 million for the same period in 2024. The increase is primarily due to higher broker-dealer and platform distribution fees over the comparable period.

Previous wording

Six months ended June 30, 2025 compared to June 30, 2024. Distribution and other asset-based expenses were $97.5 million for the six months ended June 30, 2025, an increase of $24.8 million, or 34.1%, from $72.7 million for the same period in 2024 primarily due to the same factors as discussed above in the quarterly section.

Current wording

Nine months ended September 30, 2025 compared to September 30, 2024. Distribution and other asset-based expenses were $163.7 million for the nine months ended September 30, 2025, an increase of $54.1 million, or 49.4%, from $109.6 million for the same period in 2024 primarily due to the same factors as discussed above in the quarterly section.

Previous wording

Three months ended June 30, 2025 compared to June 30, 2024. General and administrative expenses increased $9.0 million, or 62.5%, to $23.4 million at June 30, 2025 compared to $14.4 million for the three months ended June 30, 2024. The increase is primarily due to an increase facilities and data services and technology related expenses.

Current wording

Three months ended September 30, 2025 compared to September 30, 2024. General and administrative expenses increased $9.4 million, or 67.3%, to $23.5 million at September 30, 2025 compared to $14.0 million for the three months ended September 30, 2024. The increase is primarily due to an increase facilities and data services and technology related expenses.

Previous wording

Six months ended June 30, 2025 compared to June 30, 2024. For the six months ended June 30, 2025 and 2024, general and administrative expenses were $37.7 million and $28.4 million, respectively, for a year over year increase of $9.3 million, or 32.8%. The increase was primarily due to the same factors as discussed above in the quarterly section.

Current wording

Nine months ended September 30, 2025 compared to September 30, 2024. For the nine months ended September 30, 2025 and 2024, general and administrative expenses were $61.2 million and $42.4 million, respectively, for a year over year increase of $18.7 million, or 44.1%. The increase was primarily due to the same factors as discussed above in the quarterly section.

Previous wording

Three months ended June 30, 2025 compared to June 30, 2024. Depreciation and amortization increased by $14.2 million, or 188.6%, to $21.8 million for the three months ended June 30, 2025 from $7.6 million for the same period in 2024, due to the amortization of definite-lived intangible assets associated with the Amundi US acquisition in the second quarter of 2025.

Current wording

Three months ended September 30, 2025 compared to September 30, 2024. Depreciation and amortization increased by $14.5 million, or 193.4%, to $22.0 million for the three months ended September 30, 2025 from $7.5 million for the same period in 2024, due to the amortization of definite-lived intangible assets associated with the Amundi US acquisition in the third quarter of 2025.

Previous wording

Six months ended June 30, 2025 compared to June 30, 2024. Depreciation and amortization increased by $14.1 million, or 92.9%, to $29.2 million for the six months ended June 30, 2025 from $15.2 million for the same period in 2024 due to the same factors as discussed above in the quarterly section.

Current wording

Nine months ended September 30, 2025 compared to September 30, 2024. Depreciation and amortization increased by $28.6 million, or 126.2%, to $51.3 million for the nine months ended September 30, 2025 from $22.7 million for the same period in 2024 due to the same factors as discussed above in the quarterly section.

Previous wording

Three months ended June 30, 2025 compared to June 30, 2024. The change in value of consideration payable for acquisition of business increased $9.3 million as a result of a decrease of $8.2 million in the fair value of the contingent consideration associated with the WestEnd Acquisition for the three months ended June 30, 2024, compared to an increase of $1.1 million for the WestEnd Acquisition for the three months ended June 30, 2025. Refer to Note 4, Acquisitions, for further details on the fair value of contingent consideration payable.

Current wording

Three months ended September 30, 2025 compared to September 30, 2024. The change in value of consideration payable for acquisition of business increased $5.4 million as a result of a decrease of $1.6 million in the fair value of the contingent consideration associated with the WestEnd Acquisition for the three months ended September 30, 2024, compared to an increase of $3.8 million for the WestEnd Acquisition for the three months ended September 30, 2025. Refer to Note 4, Acquisitions, for further details on the fair value of contingent consideration payable.

Previous wording

Six months ended June 30, 2025 compared to June 30, 2024. The change in value of consideration payable for acquisition of business increased $0.5 million due the change in the fair value of the contingent consideration associated with the WestEnd Acquisition increasing $4.5 million for the six months ended June 30, 2025 compared to a $4.0 million increase for the six months ended June 30, 2024. Refer to Note 4, Acquisitions, for further details on the fair value of contingent consideration payable.

Current wording

Nine months ended September 30, 2025 compared to September 30, 2024. The change in value of consideration payable for acquisition of business increased $5.9 million due the change in the fair value of the contingent consideration associated with the WestEnd Acquisition increasing $8.3 million for the nine months ended September 30, 2025 compared to a $2.4 million increase for the nine months ended September 30, 2024. Refer to Note 4, Acquisitions, for further details on the fair value of contingent consideration payable.

Previous wording

Three months ended June 30, 2025 compared to June 30, 2024. Acquisition-related costs were $25.8 million and $3.0 million for the three months ended June 30, 2025 and 2024, respectively. The acquisition-related costs for the three months ended June 30, 2025 and 2024 related to legal and professional fees, associated with the Amundi US acquisition.

Current wording

Three months ended September 30, 2025 compared to September 30, 2024. Acquisition-related costs were $0.4 million and $5.1 million for the three months ended September 30, 2025 and 2024, respectively. The acquisition-related costs for the three months ended September 30, 2025 and 2024 related to legal and professional fees, associated with the Amundi US acquisition.

Previous wording

Six months ended June 30, 2025 compared to June 30, 2024. Acquisition-related costs were $34.5 million and $4.1 million for the six months ended June 30, 2025 and 2024, respectively. The acquisition-related costs for the six months ended June 30, 2025 and 2024 were related to the same factors discussed above in the quarterly section.

Current wording

Nine months ended September 30, 2025 compared to September 30, 2024. Acquisition-related costs were $34.9 million and $9.2 million for the nine months ended September 30, 2025 and 2024, respectively. The acquisition-related costs for the nine months ended September 30, 2025 and 2024 were related to the same factors discussed above in the quarterly section.

Previous wording

Three months ended June 30, 2025 compared to June 30, 2024. Restructuring and integration costs were $14.0 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively. The restructuring and integration costs for the three months ended June 30, 2025 were primarily related to personnel restructuring.

Current wording

Three months ended September 30, 2025 compared to September 30, 2024. Restructuring and integration costs were $10.2 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively. The restructuring and integration costs for the three months ended September 30, 2025 were primarily related to personnel restructuring.