What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-28 · 60 added, 48 removed, 235 unchanged (31% of the section changed)

8 unchanged sentences

We have offerings in various asset classes (equity, fixed income, multi-asset and alternatives), geographies (domestic, global, international and emerging), market capitalizations (large, mid and small), styles (growth, core and value) and investment approaches (fundamental and quantitative).

Our institutional strategies are offered to a variety of institutional clients through institutional separate and commingled accounts, including subadvisory services to other investment advisers.

Our retail investment strategies are provided to individual investors through products consisting of:

Our investment strategies are provided to individual investors through products consisting of:

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

3 unchanged sentences

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 to high- net-worth clients through our wealth management business.

Our investment strategies are offered to a variety of institutional clients through institutional separate accounts and commingled accounts, including subadvisory services to other investment advisers as well as collateral management of structured products.

Our Investment Managers

1 unchanged sentence

The investment managers are responsible for portfolio management activities for our retail and institutional products operating under advisory, subadvisory or collateral management agreements.

We also use the investment management services of select unaffiliated managers to sub-advise certain of our open- and closed-end funds.

We also use the investment management services of select unaffiliated managers for certain of our funds.

We monitor our managers' services by assessing their performance, style and consistency and the discipline with which they apply their investment process.

4 unchanged sentences

Ceredex Value Advisors

Orlando, FL Value Equity $ 5.2

Winter Park, FL Value Equity $ 3.4

Duff & Phelps Investment Management

14 unchanged sentences

Stamford, CT Global Growth Equity $ 18.0

Virtus Multi-Asset

Hartford, CT Global Multi-Asset $ 0.1

Virtus Systematic

San Diego, CA Global Equity $ 0.5

San Diego, CA Systematic Global Equity $ 0.6

Westchester Capital Management

Valhalla, NY Event-Driven Alternatives $ 2.8

Zevenbergen Capital Investments (1)

Seattle, WA Disruptive Growth Equity $ 2.1

(1) Affiliated through ownership of a minority interest.

Multi-Asset and Other Hartford, CT and

New York, NY Various $ 0.5

Summary information regarding investment managers in which we have a minority interest, their respective investment styles and assets under management as of December 31, 2025 was as follows:

Investment Manager Location Investment Style Assets (1)

(in billions)

Crescent Cove Advisors (2) San Francisco, CA Private Credit $ —

Zevenbergen Capital Investments Seattle, WA Innovative Growth Equity $ 2.1

(1) Reflects assets under management in Virtus sponsored products and is included in our assets under management.

Assets under management as of December 31, 2025 of Crescent Cove Advisors and Zevenbergen Capital Investments, respectively, for which we do not serve as the investment adviser, but share in our portion of the earnings through our minority ownership was $0.9 billion and $2.4 billion, respectively.

These amounts are not included in our assets under management.

(2) Acquired a 35% minority interest on December 15, 2025

Summary information regarding our select unaffiliated subadvisers, their respective investment styles and assets under management as of December 31, 2025 was as follows:

1 unchanged sentence

(in billions)

Infrastructure Capital Advisors Infrastructure Fixed Income and Equity $ 2.5

Reaves Asset Management Utilities $ 1.4

Voya Investment Management Income & Growth and Convertible $ 9.5

Other Various $ 2.3

(1) Reflects assets under management in Virtus sponsored products and is included in our assets under management.

Our Investment Products

Our assets under management are in open-end funds, closed-end funds, retail separate accounts and institutional accounts.

Our earnings are primarily from asset-based fees charged for services relating to these various products, primarily investment management, but certain products include fund administration, distribution and shareholder services.

Our earnings are primarily from asset-based fees charged for services relating to these various products, including investment management, fund administration, distribution and shareholder services.

Assets Under Management by Product as of December 31, 2025

6 unchanged sentences

(1) Represents assets under management of U.S.

retail funds, global funds and exchange traded funds.

retail funds, ETFs and global funds.

(2) Includes investment models provided to managed account sponsors.

5 unchanged sentences

Summary information about our open-end funds by asset class as of December 31, 2025 was as follows:

(in millions) U.S.

(in millions)

Retail Funds ETFs Global Funds Management Fee

15 unchanged sentences

(2) Consists of multi-asset offerings not included in equity, fixed income and alternatives.

(3) Consists of managed futures, event-driven, real estate securities, infrastructure, long/short and other strategies.

(3) Consists of real estate securities, managed futures, event-driven, infrastructure and other strategies.

Closed-End Funds

Our closed-end funds are offered in a variety of asset classes, each of which is traded on the New York Stock Exchange.

Summary information about our closed-end funds as of December 31, 2024 was as follows:

Asset Class Total Assets

Our closed-end funds, each of which is traded on the New York Stock Exchange, are offered in a variety of asset classes.

Summary information about our closed-end funds by asset class as of December 31, 2025 was as follows:

(in millions)

Management Fee

Total Assets Management Fee

Multi-Asset (2) $ 7,556 1.50 - 0.50

7 unchanged sentences

(2) Consists of multi-asset offerings not included in equity, fixed income and alternatives.

(3) Consists of managed futures, event-driven, real estate securities, infrastructure, long/short and other strategies.

(3) Consists of real estate securities, managed futures, event-driven, infrastructure and other strategies.

Retail Separate Accounts

Intermediary-Sold Managed Accounts

Intermediary-sold managed accounts are individual investment accounts that are contracted through intermediaries as part of investment programs offered to retail investors.

Intermediary-sold managed accounts are individual investment accounts that are contracted through intermediaries

as part of investment programs offered to retail investors.

Wealth Management Accounts

1 unchanged sentence

The following table summarizes our retail separate accounts by asset class as of December 31, 2025:

(in millions) Intermediary-Sold

(in millions)

Intermediary-Sold

Managed Accounts Wealth Management Accounts

6 unchanged sentences

Emerging markets debt 18 —

Multi-sector 3 —

Multi-Asset (1) 122 7,951

2 unchanged sentences

(1) Consists of multi-asset offerings not included in equity, fixed income and alternatives.

(2) Consists of managed futures, event-drive, real estate securities, infrastructure, long/short and other strategies.

(2) Consists of real estate securities, managed futures, event-driven, infrastructure and other strategies.

Institutional Accounts

3 unchanged sentences

The following table summarizes our institutional accounts by asset class as of December 31, 2025:

(in millions) Separate

(in millions)

Accounts Commingled

9 unchanged sentences

Total Institutional Accounts $ 47,724 $ 5,284

(1) Consists of managed futures, event-driven, real estate securities, infrastructure, long/short and other strategies.

(1) Consists of real estate securities, managed futures, event-driven, infrastructure and other strategies.

(2) Consists of multi-asset offerings not included in equity, fixed income and alternatives.

Other Fee Earning Assets

Other fee earning assets include assets for which we provide services for an asset-based fee but do not serve as the investment adviser.

Other fee earning assets include assets for which we provide services for an asset-based fee but do not serve as an investment adviser.

Other fee earning assets are not included in our assets under management.

2 unchanged sentences

Our investment management, administration and shareholder service fees earned in each of the last three years were as follows:

Years Ended December 31,

(in thousands) 2024 2023 2022

(in thousands) Years Ended December 31,

Product 2025 2024 2023

Open-end funds $ 286,610 $ 317,990 $ 305,238

7 unchanged sentences

Investment Management Fees

We provide investment management services through our investment managers (each an "Adviser") pursuant to investment management agreements.

We provide investment management services pursuant to investment management agreements through our investment advisers (each an "Adviser").

For our funds, we earn fees based on each fund's average daily or weekly net assets with certain fee schedules providing for rate declines or "breakpoints" as asset levels increase to certain thresholds.

3 unchanged sentences

For intermediary sold retail separate accounts and institutional accounts, investment management fees are negotiated and based primarily on portfolio size and complexity, individual client requests and investment strategy capacity, as appropriate.

In certain instances, institutional fees may include performance-related fees, generally earned if the returns on the portfolios exceed agreed upon periodic or cumulative return targets, primarily benchmark indices.

In certain instances, institutional accounts may include performance-related fees, generally earned if the returns on the portfolios exceed agreed upon periodic or cumulative return targets, primarily benchmark indices.

Fees for CLOs are generally calculated at a contractual fee rate applied against the end of the preceding quarter par value of the total collateral being managed.

2 unchanged sentences

We provide various administrative services to our U.S.

retail funds, ETFs and certain closed-end funds.

retail funds, ETFs and closed-end funds.

We earn fees based on each fund's average daily or weekly net assets.

9 unchanged sentences

Our retail distribution resources in the U.S.

consist of regional sales professionals, a national account relationship group and specialized teams for retirement and ETFs.

consist of regional sales professionals, a national account relationship

group and specialized teams for retirement and ETFs.

retail funds, ETFs and intermediary sold retail separate accounts are distributed through financial intermediaries.

2 unchanged sentences

In many of these firms, we have a number of products that are on preferred or "recommended" lists and on fee-based advisory programs.

Our wealth management business is marketed directly to individual clients by financial advisory teams at our Advisers.

Our wealth management business is marketed directly to individual clients by financial advisory teams at our investment managers.

Institutional

Our institutional distribution resources include affiliate-specific institutional sales teams primarily focused on the U.S.

Our institutional distribution resources include manager-specific institutional sales teams primarily focused on the U.S.

market, supported by shared consultant relations and U.S.

5 unchanged sentences

Our broker-dealer serves as the principal underwriter and distributor of our funds, provides market advisory services to sponsors of retail separate accounts, and is also a program manager and distributor of a qualified tuition plan under Section 529 of the Internal Revenue Code.

dealer is subject to, among others, the net capital rule of the Securities and Exchange Commission (the "SEC"), which is designed to enforce minimum standards regarding the general financial condition and liquidity of broker-dealers.

Our broker-dealer is subject to, among others, the net capital rule of the Securities and Exchange Commission (the "SEC"), which is designed to enforce minimum standards regarding the general financial condition and liquidity of broker-dealers.

Our Competition

15 unchanged sentences

Commodity Futures Trading Commission ("CFTC"), other federal and state agencies, as well as FINRA and the National Futures Association ("NFA").

Each of our Advisers is registered as an investment adviser with the SEC under the Investment Advisers Act.

Each of our investment managers is registered as an investment adviser with the SEC under the Investment Advisers Act.

The Investment Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary duties, compliance and disclosure obligations, and operational and recordkeeping requirements.

Certain of our Advisers are also members of the NFA and are regulated by the CFTC with respect to the management of funds and other products that utilize futures, swaps, or other CFTC regulated instruments.

Our Advisers manage registered and unregistered funds in the U.S.

Certain of our investment managers are also members of the NFA and are regulated by the CFTC with respect to the management of funds and other products that utilize futures, swaps, or other CFTC regulated instruments.

Our investment managers manage registered and unregistered funds in the U.S.

and other jurisdictions and are subject to the regulatory requirements in the jurisdiction where those funds are sponsored or offered.

In the U.S., the open-end funds, ETFs and closed-end funds we offer are subject to the Investment Company Act of 1940, as amended (the "Investment Company Act").

The Investment Company Act governs the operations of registered funds and imposes obligations on their advisers, including investment restrictions and other governance, compliance, reporting and fiduciary obligations with respect to the management of those funds.

Our Advisers operating outside of the U.S.

The Investment Company Act governs the operations of registered funds and imposes

obligations on their advisers, including investment restrictions and other governance, compliance, reporting and fiduciary obligations with respect to the management of those funds.

Our investment managers operating outside of the U.S.

are also subject to regulation by various regulatory authorities and exchanges in the relevant jurisdiction such as directives and regulations in the European Union and other jurisdictions related to funds, including the Undertakings for the Collective Investment of Transferable Securities ("UCITS") Directive and the Alternative Investment Fund Managers Directive ("AIFMD"), with respect to depository functions, remuneration policies and sanctions and other matters.

1 unchanged sentence

Our broker-dealer, VP Distributors, LLC, is subject to SEC and FINRA rules and regulations, including extensive regulatory requirements related to sales practices, registration of personnel, compliance and supervision and compensation and disclosure.

We have distribution teams that operate in the United Kingdom and Singapore and are subject to regulation by the Financial Conduct Authority and Monetary Authority of Singapore, respectively.

Sales and marketing activities of investment management services are also subject to regulation by non-U.S.

1 unchanged sentence

The ability to transact business in these jurisdictions and to conduct cross-border activities, is subject to the continuing availability of regulatory authorizations and exemptions.

We have distribution teams that operate in the United Kingdom and Singapore and are subject to regulation by the Financial Conduct Authority and Monetary Authority of Singapore, respectively.

Virtus Fund Services, LLC is an SEC-registered transfer agent and is subject to the Exchange Act and the rules and regulations promulgated thereunder.

3 unchanged sentences

Department of Labor, which administers ERISA and regulates, among others, investment advisers who service retirement plan clients, has been active in proposing and adopting additional regulations applicable to the investment management industry, some of which are under legal challenge.

Due to the extensive laws and regulations to which we and our Advisers are subject, we devote substantial time, expense, and effort to remain current on, and to address, legal and regulatory compliance matters.

Due to the extensive laws and regulations to which we and our investment managers are subject, we devote substantial time, expense, and effort to remain current on, and to address, legal and regulatory compliance matters.

We have established compliance programs to address regulatory compliance, and we have experienced legal and compliance professionals in place to address these requirements.

5 unchanged sentences

Human Capital

As of December 31, 2024, we employed 805 employees and operated offices throughout the U.S., and in the U.K.

As of December 31, 2025, we employe d 801 emp loyees and operated offices throughout the U.S., and in the U.K.

and Singapore.

11 unchanged sentences

The retention of senior executives and key investment personnel is material to the management of our business.

Our value as a company derives from the talents an d diversity of all employees, and we are committed to creating and maintaining an environment where every employee is treated with dignity and respect.

Our value as a company derives from the talents of our employees, and we are committed to creating and maintaining an environment where every employee is treated with dignity and respect.

The collective sum of employees' backgrounds, unique skills, and life experiences creates an environment where they and the company can achieve the highest levels of performance.

Programs and practices - including those supporting workforce diversity, an inclusive culture, employee involvement in community activities and corporate philanthropy - are designed to help us deliver on our commitment to maintaining an organization that is diverse and inclusive for all employees.

Programs and practices - including those supporting an inclusive culture, employee involvement in community activities and corporate philanthropy - are designed to help us deliver on our commitment to maintaining an organization that is diverse and inclusive for all employees.

▪ As an employer, we prohibit any form of discrimination and have no tolerance for harassment in any form or any behavior that may contribute to a hostile, intimidating, unwelcoming, and/or inaccessible work environment.

1 unchanged sentence

▪ Community engagement is ingrained into our culture.

The Company and employees ha ve supported a wide

range of philanthropic activities that help to enrich and sustain the communities in which we have a business presence.

The Company and employees ha ve supported a wide range of philanthropic activities that help to enrich and sustain the communities in which we have a business presence.

Available Information

8 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-K

Item 1. Business