What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-09 · 112 added, 71 removed, 476 unchanged (28% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except share data) March 31,

(in thousands, except share data) June 30,

2025 December 31,

29 unchanged sentences

Common stock, $ 0.01 par value, 1,000,000,000 shares authorized;

12,298,949 shares issued and 6,911,016 shares outstanding at March 31, 2025;

12,311,893 shares issued and 6,748,088 shares outstanding at June 30, 2025;

and 12,243,880 shares issued and 6,967,147 shares outstanding at December 31, 2024

2 unchanged sentences

Accumulated other comprehensive income (loss) 586 ( 364 )

Treasury stock, at cost, 5,387,933 and 5,276,733 shares at March 31, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 5,563,805 and 5,276,733 shares at June 30, 2025 and December 31, 2024, respectively

( 739,594 ) ( 689,594 )

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands, except per share data) 2025 2024 2025 2024

9 unchanged sentences

Other operating expenses of consolidated investment products ("CIP") 810 2,909 1,810 3,599

Change in fair value of contingent consideration ( 3,014 ) ( 3,300 ) ( 3,014 ) ( 3,300 )

Restructuring expense — 690 — 1,487

28 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment, net of tax of $( 100 ) and $ 36 for the three months ended March 31, 2025 and 2024, respectively

Foreign currency translation adjustment, net of tax of $( 231 ) and $ 2 for the three months ended June 30, 2025 and 2024, respectively and $( 331 ) and $ 38 for the six months ended June 30, 2025 and 2024, respectively

658 ( 13 ) 950 ( 113 )

Other comprehensive income (loss) 658 ( 13 ) 950 ( 113 )

6 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in thousands) 2025 2024

5 unchanged sentences

Equity in earnings of equity method investments ( 2,127 ) ( 1,436 )

Distributions from equity method investments 3,492 2,341

Realized and unrealized (gains) losses on investments, net ( 2,987 ) ( 1,838 )

Change in fair value of contingent consideration ( 3,014 ) ( 3,300 )

Lease termination — ( 1,334 )

Deferred taxes, net 3,434 653

9 unchanged sentences

Change in other assets and liabilities of CIP ( 2,359 ) ( 6,843 )

Amortization of discount on notes payable of CIP — 1,887

Net cash provided by (used in) operating activities 71,970 35,427

12 unchanged sentences

Payments on borrowings by CIP ( 126,325 ) ( 690,496 )

Borrowings by CIP — 738,064

Net cash provided by (used in) financing activities ( 226,525 ) ( 21,844 )

6 unchanged sentences

Common stock dividends payable $ 15,183 $ 13,561

(in thousands) March 31,

(in thousands) June 30,

2025 December 31, 2024

18 unchanged sentences

(in thousands, except per share data) Shares Par Value Shares Amount

Balances at December 31, 2023 7,087,728 $ 122 $ 1,300,999 $ 207,356 $ ( 87 ) 5,075,500 $ ( 644,464 ) $ 863,926 $ 4,363 $ 868,289 $ 104,869

Balances at March 31, 2024 7,127,881 $ 122 $ 1,298,157 $ 223,023 $ ( 187 ) 5,096,608 $ ( 649,463 ) $ 871,652 $ 4,351 $ 876,003 $ 115,185

Net income (loss) — — — 17,614 — — — 17,614 ( 673 ) 16,941 9,081

7 unchanged sentences

Stock-based compensation — — 6,549 — — — — 6,549 — 6,549 —

Balances at June 30, 2024 7,082,071 $ 122 $ 1,304,176 $ 226,540 $ ( 200 ) 5,151,707 $ ( 661,963 ) $ 868,675 $ 3,443 $ 872,118 $ 129,450

Balances at March 31, 2025 6,911,016 $ 123 $ 1,322,280 $ 280,979 $ ( 72 ) 5,387,933 $ ( 709,594 ) $ 893,716 $ 2,532 $ 896,248 $ 120,579

Net income (loss) — — — 42,373 — — — 42,373 ( 274 ) 42,099 644

Foreign currency translation adjustments — — — — 658 — — 658 — 658 —

Net subscriptions (redemptions) and other — — — — — — — — ( 325 ) ( 325 ) 1,874

Cash dividends declared ($ 2.25 per common share)

— — — ( 15,943 ) — — — ( 15,943 ) — ( 15,943 ) —

Repurchases of common shares ( 175,872 ) — — — — 175,872 ( 30,000 ) ( 30,000 ) — ( 30,000 ) —

Issuance of common shares related to employee stock transactions 12,944 — — — — — — — — — —

Taxes paid on stock-based compensation — — ( 857 ) — — — — ( 857 ) — ( 857 ) —

Stock-based compensation — — 6,449 — — — — 6,449 — 6,449 —

Balances at June 30, 2025 6,748,088 $ 123 $ 1,327,872 $ 307,409 $ 586 5,563,805 $ ( 739,594 ) $ 896,396 $ 1,933 $ 898,329 $ 123,097

Permanent Equity Temporary Equity

Common Stock Additional

Capital Retained Earnings (Accumulated

Deficit) Accumulated

Comprehensive

Income (Loss) Treasury Stock Total

Attributed To

Virtus Investment Partners, Inc.

Interests Total

Equity Redeemable

(in thousands, except per share data) Shares Par Value Shares Amount

Balances at December 31, 2023 7,087,728 $ 122 $ 1,300,999 $ 207,356 $ ( 87 ) 5,075,500 $ ( 644,464 ) $ 863,926 $ 4,363 $ 868,289 $ 104,869

8 unchanged sentences

Stock-based compensation — — 13,559 — — — — 13,559 — 13,559 —

Balances at March 31, 2025 6,911,016 $ 123 $ 1,322,280 $ 280,979 $ ( 72 ) 5,387,933 $ ( 709,594 ) $ 893,716 $ 2,532 $ 896,248 $ 120,579

Balances at June 30, 2024 7,082,071 $ 122 $ 1,304,176 $ 226,540 $ ( 200 ) 5,151,707 $ ( 661,963 ) $ 868,675 $ 3,443 $ 872,118 $ 129,450

Balances at December 31, 2024 6,967,147 $ 122 $ 1,319,108 $ 268,221 $ ( 364 ) 5,276,733 $ ( 689,594 ) $ 897,493 $ 4,143 $ 901,636 $ 107,282

Net income (loss) — — — 71,020 — — — 71,020 ( 326 ) 70,694 101

Foreign currency translation adjustments — — — — 950 — — 950 — 950 —

Net subscriptions (redemptions) and other — — 195 — — — — 195 ( 1,884 ) ( 1,689 ) 15,714

Cash dividends declared ($ 4.50 per common share)

— — — ( 31,832 ) — — — ( 31,832 ) — ( 31,832 ) —

Repurchases of common shares ( 287,072 ) — — — — 287,072 ( 50,000 ) ( 50,000 ) — ( 50,000 ) —

Issuance of common shares related to employee stock transactions 68,013 1 ( 1 ) — — — — — — — —

Taxes paid on stock-based compensation — — ( 6,966 ) — — — — ( 6,966 ) — ( 6,966 ) —

Stock-based compensation — — 15,536 — — — — 15,536 — 15,536 —

Balances at June 30, 2025 6,748,088 $ 123 $ 1,327,872 $ 307,409 $ 586 5,563,805 $ ( 739,594 ) $ 896,396 $ 1,933 $ 898,329 $ 123,097

The accompanying notes are an integral part of these condensed consolidated financial statements.

5 unchanged sentences

The Company provides investment management and related services to institutions and individuals.

The Company's investment strategies are offered to institutional clients through institutional separate and commingled accounts, including subadvisory services to other investment advisers and Company sponsored structured products.

The Company’s retail investment management services are provided to individuals through products consisting of:

mutual funds registered pursuant to the Investment Company Act of 1940, as amended that include U.S.

retail funds, exchange-traded funds ("ETFs");

Undertaking for Collective Investment in Transferable Securities and Qualifying Investor Funds ("global funds" and collectively with U.S.

retail funds, exchange-traded funds ("ETFs"), Undertaking for Collective Investment in Transferable Securities and Qualifying Investor Funds ("global funds" and collectively with U.S.

retail funds and ETFs the "open-end funds");

closed-end funds (collectively with open-end funds, the "funds");

retail separate accounts sold through intermediaries and wealth advisory services to high net worth clients through our wealth management business.

retail separate accounts sold through intermediaries and wealth advisory services provided to high net worth clients through our wealth management business.

Basis of Presentation and Significant Accounting Policies

3 unchanged sentences

In the opinion of management, these financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Company’s financial condition and results of operations.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Annual Report on Form 10-K") filed with the Securities and Exchange Commission (the "SEC").

2 unchanged sentences

New Accounting Standards Implemented

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) .

This standard updates reportable segment disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss and provides new segment disclosure requirements for entities with a single reportable segment.

The Company adopted this standard in its 2024 Annual Report on Form 10-K .

See Note 15 for a discussion of the Company's segment information.

In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718), Scope Application of Profits Interest and Similar Awards.

This standard provides clarity regarding whether profits interest and similar awards are within the scope of Topic 718 of the Accounting Standards Codification.

The Company adopted this standard in its 2024 Annual Report on Form 10-K.

The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740).

5 unchanged sentences

The standard requires enhanced disclosures of certain expense captions presented on the face of the Consolidated Income Statement.

In January 2025, the FASB issued ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective

Date which clarifies that the standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

In January 2025, the FASB issued ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date which clarifies that the standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted with amendments to be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements.

2 unchanged sentences

Investment management fees, distribution and service fees, and administration and shareholder service fees are generally calculated as a percentage of average net assets of the investment portfolios managed.

The net asset values from which these fees are calculated are variable in nature and subject to factors outside of the Company's control, such as additional investments, withdrawals and market performance.

The net asset values from which these fees are calculated are variable in nature and subject to factors outside of the

Company's control, such as additional investments, withdrawals and market performance.

Because of this, these fees are considered constrained until the end of the contractual measurement period (monthly or quarterly), which is when asset values are generally determinable.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

11 unchanged sentences

Intangible amortization — ( 25,888 ) ( 25,888 ) — ( 25,888 )

Balances at March 31, 2025 $ 809,064 $ ( 486,077 ) $ 322,987 $ 42,298 $ 365,285

Balances at June 30, 2025 $ 809,064 $ ( 499,021 ) $ 310,043 $ 42,298 $ 352,341

Definite-lived intangible asset amortization for the remainder of fiscal year 2025 and succeeding fiscal years is estimated as follows:

5 unchanged sentences

Investments consist primarily of investments in the Company's sponsored products.

The Company's investments, excluding the assets of consolidated investment products ("CIP") discussed in Note 14, at March 31, 2025 and December 31, 2024 were as follows:

(in thousands) March 31,

The Company's investments, excluding the assets of consolidated investment products ("CIP") discussed in Note 14, at June 30, 2025 and December 31, 2024 were as follows:

(in thousands) June 30,

2025 December 31, 2024

7 unchanged sentences

The composition of the Company’s investment securities - fair value was as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands) Cost Fair Value Cost Fair Value

4 unchanged sentences

Total investment securities - fair value $ 78,313 $ 82,894 $ 82,083 $ 83,771

For the three months ended March 31, 2025, the Company recognized net realized gains of $ 0.2 million related to its investment securities - fair value.

For the three months ended March 31, 2024, the Company recognized net realized losses of $ 0.4 million related to its investment securities - fair value.

For the three and six months ended June 30, 2025, the Company recognized net realized losses of $ 0.2 million and $ 21.5 thousand, respectively, related to its investment securities - fair value.

For the three and six months ended June 30, 2024, the Company recognized net realized gains of $ 1.0 million and $ 0.7 million, respectively, related to its investment securities - fair value.

Fair Value Measurements

The Company’s assets and liabilities measured at fair value on a recurring basis, excluding the assets and liabilities of CIP discussed in Note 14, as of March 31, 2025 and December 31, 2024 by fair value hierarchy level were as follows:

March 31, 2025

The Company’s assets and liabilities measured at fair value on a recurring basis, excluding the assets and liabilities of CIP discussed in Note 14, as of June 30, 2025 and December 31, 2024 by fair value hierarchy level were as follows:

June 30, 2025

(in thousands) Level 1 Level 2 Level 3 Total

37 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Reduction for payments made — — ( 13,086 ) ( 14,492 )

Increase (reduction) of liability related to re-measurement of fair value ( 3,014 ) ( 3,300 ) ( 3,014 ) ( 3,300 )

Contingent consideration, end of period $ 20,000 $ 38,408 $ 20,000 $ 38,408

The contingent consideration related to the Westchester Capital Management transaction as of March 31, 2025 was $ 1.9 million, measured using an options pricing model valuation technique.

The most significant unobservable inputs used relate to revenue growth rates, discount rates (range of 6.3 %- 6.4 %) and the market price of risk adjustment ( 7.3 %).

The NFJ Investment Group contingent consideration liability as of March 31, 2025 was $ 21.1 million, measured using an options pricing

model valuation technique.

The contingent consideration liability at June 30, 2025 of $ 20.0 million is related to the NFJ Group transaction.

This liability is measured using an options pricing model valuation technique.

The most significant unobservable inputs used relate to the revenue growth rates, discount rates (range of 6.06 % - 6.12 %) and the market price of risk adjustment ( 6.00 %).

2 unchanged sentences

Dividends Declared

On February 26, 2025, the Company declared a quarterly cash dividend of $ 2.25 per common share to be paid on May 14, 2025 to shareholders of record at the close of business on April 30, 2025.

On May 14, 2025, the Company declared a quarterly cash dividend of $ 2.25 per common share to be paid on August 15, 2025 to shareholders of record at the close of business on July 31, 2025.

Common Stock Repurchases

During the three months ended March 31, 2025, the Company repurchased 111,200 common shares under its share repurchase program at a weighted average price of $ 179.83 per share, for a total cost, including fees and expenses, of $ 20.0 million.

As of March 31, 2025, 292,112 shares remained available for repurchase.

During the three and six months ended June 30, 2025, the Company repurchased 175,872 and 287,072 common shares, respectively, under its share repurchase program at a weighted average price of $ 170.55 and $ 174.14 per share, respectively, for a total cost, including fees and expenses, of $ 30.0 million and $ 50.0 million, respectively.

On May 14, 2025 the Board of Directors authorized an additional 750,000 shares to be repurchased under the program.

As of June 30, 2025, 866,240 shares remained available for repurchase.

Under the terms of the program, the Company may repurchase shares of its common stock from time to time at its discretion through open market repurchases, privately negotiated transactions and/or other mechanisms, depending on price and prevailing market and business conditions.

2 unchanged sentences

Equity-based awards, including restricted stock units ("RSUs"), performance stock units ("PSUs"), stock options and unrestricted shares of common stock, may be granted to officers, employees and directors of the Company pursuant to the Company's Amended and Restated Omnibus Incentive and Equity Plan (the "Omnibus Plan").

At March 31, 2025, 697,306 shares of common stock remained available for issuance of the 3,825,000 shares that are authorized for issuance under the Omnibus Plan.

At June 30, 2025, 688,682 shares of common stock remained available for issuance of the 3,825,000 shares that are authorized for issuance under the Omnibus Plan.

Stock-based compensation expense is summarized as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

Shares that are issued upon vesting are newly issued shares from the Omnibus Plan and are not issued from treasury stock.

RSU activity, inclusive of PSUs, for the three months ended March 31, 2025 is summarized as follows:

RSU activity, inclusive of PSUs, for the six months ended June 30, 2025 is summarized as follows:

of Shares Weighted Average

3 unchanged sentences

Settled ( 103,231 ) $ 201.96

Outstanding at March 31, 2025 358,818 $ 190.38

For the three months ended March 31, 2025 and 2024, a total of 35,178 and 42,588 RSUs, respectively, were withheld by the Company as a result of net share settlements to settle minimum employee tax withholding obligations and for which the Company paid $ 6.1 million and $ 9.9 million, respectively, in minimum employee tax withholding obligations.

These net share

settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting.

During the three months ended March 31, 2025 and 2024, the Company granted 37,777 and 26,733 PSUs, respectively, that contain performance-based metrics in addition to a service condition.

Outstanding at June 30, 2025 349,612 $ 190.51

For the six months ended June 30, 2025 and 2024, a total of 40,064 and 45,117 RSUs, respectively, were withheld by the Company as a result of net share settlements to settle minimum employee tax withholding obligations and for which the Company paid $ 7.0 million and $ 10.4 million, respectively, in minimum employee tax withholding obligations.

These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have

otherwise been issued as a result of the vesting.

During the six months ended June 30, 2025 and 2024, the Company granted 37,777 and 26,757 PSUs, respectively, that contain performance-based metrics in addition to a service condition.

Compensation expense for PSUs is generally recognized over a three-year service period based upon the value determined using a combination of (i) the intrinsic value method for awards that contain a performance metric that represents a "performance condition" in accordance with ASC 718, Stock Compensation ("ASC 718") and (ii) the Monte Carlo simulation valuation model for awards that contain a "market condition" performance metric under ASC 718.

1 unchanged sentence

Compensation expense for PSU awards with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period.

As of March 31, 2025, unamortized stock-based compensation expense for unvested RSUs and PSUs was $ 45.1 million with a weighted-average remaining contractual life of 1.7 years.

As of June 30, 2025, unamortized stock-based compensation expense for unvested RSUs and PSUs was $ 39.8 million with a weighted-average remaining contractual life of 1.5 years.

Earnings (Loss) Per Share

4 unchanged sentences

The computation of basic and diluted EPS is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended

(in thousands, except per share amounts) 2025 2024 2025 2024

9 unchanged sentences

The following table details the securities that have been excluded from the above computation of weighted-average number of shares for diluted EPS, because the effect would be anti-dilutive.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

The provision for income taxes reflected U.S.

federal, state and local taxes at an estimated effective tax rate of 30.6 % and 18.9 % for the three months ended March 31, 2025 and 2024, respectively.

The higher estimated effective tax rate for the three months ended March 31, 2025 was primarily due to a change in valuation allowances in the current year related to the tax effects of realized and unrealized losses on Company investments compared to realized and unrealized gains in the prior year.

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.

On July 4, 2025, H.R.

1, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing impacts of the OBBBA;

however, the Company does not anticipate it will have a material impact on the Company’s consolidated financial statements.

Credit Agreement

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 $ 0.7 million outstanding under the Term Loan during the three months ended March 31, 2025 and had $ 235.4 million outstanding under the Term Loan at March 31, 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 $ 3.7 million as of March 31, 2025.

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.

Commitments and Contingencies

12 unchanged sentences

The minority interests are recorded at estimated redemption value within redeemable noncontrolling interests on the Company's Condensed Consolidated Balance Sheets, and any changes in the estimated redemption value are recorded on the Condensed Consolidated Statements of Operations within noncontrolling interests.

Redeemable noncontrolling interests for the three months ended March 31, 2025 included the following amounts:

Redeemable noncontrolling interests for the six months ended June 30, 2025 included the following amounts:

(in thousands) CIP Noncontrolling Interests Investment Manager Total

5 unchanged sentences

Net subscriptions (redemptions) and other 19,008 ( 2,241 ) 16,767

Balances at March 31, 2025 $ 61,603 $ 58,976 $ 120,579

Balances at June 30, 2025 $ 66,827 $ 56,270 $ 123,097

(1) Relates to noncontrolling interests redeemable at other than fair value.

5 unchanged sentences

Additionally, these awards have a right to participate in distributions of the investment manager which are recorded as employment expense in the Company’s Condensed Consolidated Statements of Operations.

Accrued compensation associated with these awards was $ 19.0 million and $ 19.4 million at March 31, 2025 and December 31, 2024, respectively.

Compensation expense related to these awards totaled $( 0.6 ) million and $ 1.4 million for the three months ended March 31, 2025 and 2024, respectively.

Accrued compensation associated with these awards was $ 18.0 million and $ 19.4 million at June 30, 2025 and December 31, 2024, respectively.

Compensation expense related to these awards totaled $( 0.8 ) million and $ 3.5 million for the six months ended June 30, 2025 and 2024, respectively.

Consolidation

12 unchanged sentences

The Company has no right to the benefits from, and does not bear the risks associated with, these investment products beyond the Company's investments in, and fees generated from, these products.

The following table presents the balances of CIP that, after intercompany eliminations, were reflected on the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024:

March 31, 2025 December 31, 2024

The following table presents the balances of CIP that, after intercompany eliminations, were reflected on the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024

VOEs VIEs VOEs VIEs

10 unchanged sentences

A majority-owned consolidated private fund, whose primary purpose is to invest in CLOs for which the Company serves as the collateral manager, is also included.

At March 31, 2025, the Company consolidated seven CLOs.

At June 30, 2025, the Company consolidated seven CLOs.

The financial information of CLOs is included on the Company's condensed consolidated financial statements on a one-month lag based upon the availability of their financial information.

Investments of CLOs

The CLOs held investments of $ 2.1 billion at March 31, 2025, consisting of bank loan investments that comprise the majority of the CLOs' portfolio asset collateral and are senior secured corporate loans across a variety of industries.

The CLOs held investments of $ 2.1 billion at June 30, 2025, consisting of bank loan investments that comprise the majority of the CLOs' portfolio asset collateral and are senior secured corporate loans across a variety of industries.

These bank loan investments mature at various dates between 2025 and 2033 and generally pay interest at SOFR plus a spread.

Notes Payable of CLOs

The CLOs held notes payable with a total value, at par, of $ 2.3 billion at March 31, 2025, consisting of senior secured floating rate notes payable with a par value of $ 2.0 billion and subordinated notes with a par value of $ 240.5 million.

The CLOs held notes payable with a total value, at par, of $ 2.3 billion at June 30, 2025, consisting of senior secured floating rate notes payable with a par value of $ 2.0 billion and subordinated notes with a par value of $ 239.8 million.

These note obligations bear interest at variable rates based on SOFR plus a pre-defined spread.

1 unchanged sentence

The secured notes of the consolidated CLOs have contractual recourse only to the related assets of the CLO and are classified as financial liabilities.

Although these beneficial interests are eliminated upon consolidation, the application of the measurement alternative prescribed by ASU 2014-13, Consolidation (Topic 810) ("ASU 2014-13"), results in the net assets of the consolidated CLOs shown above to be equivalent to the beneficial interests retained by the Company at March 31, 2025, as shown in the table below:

(in thousands)

3 unchanged sentences

The following table represents income and expenses of the consolidated CLOs included on the Company’s Condensed Consolidated Statements of Operations for the period indicated:

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

(in thousands)

8 unchanged sentences

The following table represents the Company’s own economic interests in the consolidated CLOs, which are eliminated upon consolidation:

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

(in thousands)

3 unchanged sentences

Fair Value Measurements of CIP

The assets and liabilities of CIP measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 by fair value hierarchy level were as follows:

As of March 31, 2025

The assets and liabilities of CIP measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 by fair value hierarchy level were as follows:

As of June 30, 2025

(in thousands) Level 1 Level 2 Level 3 Total

29 unchanged sentences

The fair value of the beneficial interests held by the Company is based on third-party pricing information without adjustment.

The securities purchased payable at March 31, 2025 and December 31, 2024 approximated fair value due to the short-term nature of the instruments.

The securities purchased payable at June 30, 2025 and December 31, 2024 approximated fair value due to the short-term nature of the instruments.

The following table is a reconciliation of assets of CIP for Level 3 investments for which significant unobservable inputs were used to determine fair value:

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

13 unchanged sentences

The Company has interests in certain other VIEs that the Company does not consolidate as it is not the primary beneficiary since its interest in these entities does not provide the Company with the power to direct the activities that most significantly impact the entities' economic performance.

At March 31, 2025, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $ 26.9 million.

At June 30, 2025, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $ 25.0 million.

The key GAAP measure of segment profit or loss that the chief operating decision maker ("CODM") uses to evaluate the Company’s financial performance and allocate resources of the Company is net income, as reported on the Company’s Condensed Consolidated Statements of Operations.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements