Victory Capital Holdings, Inc.
For the period ended May 6, 2026. Filed Mar 27, 2026.
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May 6, 2026 · Filed Mar 27, 2026
Contents
APPENDIX A
Supplemental Non-GAAP Financial Information
We use non-GAAP performance measures to evaluate the underlying operations of our business. Due to our acquisitive nature, there are a number of acquisition and restructuring related expenses included in GAAP measures that we believe distort the economic value of our organization and we believe that many investors use this information when assessing the financial performance of companies in the investment management industry. We have included these non-GAAP measures to provide investors with the same financial metrics used by management to assess the operating performance of our Company. The non-GAAP measures we report are Adjusted EBITDA and Adjusted Net Income.
The following table sets forth a reconciliation from GAAP financial measures to non-GAAP measures for the periods indicated:
| (in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Reconciliation of non-GAAP financial measures: | |||
| Net income (GAAP) | $330,062 | $288,864 | $213,157 |
| Income tax expense | (108,258) | (84,892) | (62,751) |
| Income before income taxes | 438,320 | $373,756 | $275,908 |
| Interest expense(1) | 52,224 | 60,799 | 57,820 |
| Depreciation(2) | 11,218 | 8,959 | 8,842 |
| Other business taxes(3) | 3,353 | 1,525 | 1,707 |
| Amortization of acquisition-related intangible assets(4) | 61,633 | 21,217 | 32,805 |
| Share-based compensation(5) | 7,325 | 4,246 | 6,496 |
| Acquisition, restructuring and exit costs(6) | 104,150 | 1,735 | 28,982 |
| Debt issuance costs(7) | 4,628 | 3,385 | 5,394 |
| Adjusted EBITDA | $682,851 | $475,622 | $417,954 |
| (in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Reconciliation of non-GAAP financial measures: | |||
| Net income (GAAP) | $330,062 | $288,864 | $213,157 |
| Adjustments to reflect the operating performance of the Company: | |||
| i. Other business taxes(3) | 3,353 | 1,525 | 1,707 |
| ii. Amortization of acquisition-related intangible assets(4) | 61,633 | 21,217 | 32,805 |
| iii. Share-based compensation(5) | 7,325 | 4,246 | 6,496 |
| iv. Acquisition, restructuring and exit costs(6) | 104,150 | 1,735 | 28,982 |
| v. Debt issuance costs(7) | 4,628 | 3,385 | 5,394 |
| Tax effect of above adjustments(8) | (38,576) | (8,028) | (18,847) |
| Adjusted Net Income | $472,575 | $312,944 | $269,694 |
| Tax benefit of goodwill and acquired intangibles(9) | $41,370 | $40,171 | $38,252 |
Adjustments made to GAAP Net Income to calculate Adjusted EBITDA and Adjusted Net Income, as applicable, are:
(1)
Adding back interest paid on debt and other financing costs, net of interest income.
(2)
Adding back depreciation on property and equipment.
(3)
Adding back other business taxes.
(4)
Adding back amortization expense on acquisition-related intangible assets.
(5)
Adding back share-based compensation associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of equity grants related to the initial public offering (the “IPO”).
(6)
Adding back direct incremental costs of acquisitions, including restructuring costs.
(7)
Adding back debt issuance cost expense.
(8)
Subtracting an estimate of income tax expense applied to the sum of the adjustments above.
(9)
Represents the tax benefits associated with deductions allowed for intangibles and goodwill generated from acquisitions in which we received a step-up in basis for tax purposes. Acquired intangible assets and goodwill may be amortized for tax purposes, generally over a 15-year period. The tax benefit from amortization on these assets is included to show the full economic benefit of deductions for all acquired intangibles with a step-up in tax basis. Due to our acquisitive nature, tax deductions allowed on acquired intangible assets and goodwill provide us with a significant economic benefit.
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