What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 160 added, 171 removed, 461 unchanged (42% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except share data) September 30,

(in thousands, except share data) March 31,

2026 December 31,

19 unchanged sentences

Debt 439,292 389,957

Investment manager noncontrolling interests liability 151,546 14,937

Operating lease liabilities 94,088 93,225

8 unchanged sentences

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

12,317,249 shares issued and 6,753,444 shares outstanding at September 30, 2025;

12,379,615 shares issued and 6,682,055 shares outstanding at March 31, 2026;

and 12,319,278 shares issued and 6,695,181 shares outstanding at December 31, 2025

2 unchanged sentences

Accumulated other comprehensive income (loss) 436 462

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

Treasury stock, at cost, 5,697,560 and 5,624,097 shares at March 31, 2026 and December 31, 2025, respectively

( 759,593 ) ( 749,593 )

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share data) 2026 2025

Investment management fees $ 169,133 $ 186,091

Distribution and service fees 12,517 13,567 37,238 41,007

Administration and shareholder service fees 17,311 18,007

Distribution and service fees 11,633 12,753

Other income and fees 1,458 1,081

36 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

1 unchanged sentence

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment, net of tax of $ 226 and $( 144 ) for the three months ended September 30, 2025 and 2024, respectively and $( 105 ) and $( 106 ) for the nine months ended September 30, 2025 and 2024, respectively

12 430 962 317

Foreign currency translation adjustment, net of tax of $ 237 and $( 100 ) for the three months ended March 31, 2026 and 2025, respectively

Other comprehensive income (loss) ( 26 ) 292

6 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

(in thousands) 2026 2025

5 unchanged sentences

Equity in earnings of equity method investments ( 1,073 ) ( 980 )

Distributions from equity method investments 3,639 3,227

Realized and unrealized (gains) losses on investments, net ( 814 ) 957

Change in fair value of contingent consideration 409 —

Lease termination — ( 1,318 )

Deferred taxes, net 1,397 1,440

9 unchanged sentences

Change in other assets and liabilities of CIP 3,599 2,533

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

Net cash provided by (used in) operating activities 35,901 ( 3,787 )

1 unchanged sentence

Capital expenditures ( 2,360 ) ( 2,984 )

Change in cash and cash equivalents of CIP due to consolidation (deconsolidation), net 522 ( 1,158 )

Acquisition of business, net of cash acquired of $ 2.7 million

( 196,110 ) —

Net cash provided by (used in) investing activities ( 198,470 ) ( 2,984 )

Cash Flows from Financing Activities:

Borrowings on credit agreement 50,000 —

Repayments on credit agreement ( 1,000 ) ( 687 )

Refinancing of credit agreement 201,191 —

Payment of deferred financing costs ( 7,132 ) —

Common stock dividends paid ( 17,897 ) ( 17,146 )

4 unchanged sentences

Net contributions from (distributions to) noncontrolling interests ( 13,195 ) 17,264

Financing activities of CIP:

Payments on borrowings by CIP ( 390,294 ) ( 123,590 )

5 unchanged sentences

Cash, cash equivalents and restricted cash, end of period $ 274,440 $ 219,586

Non-Cash Financing Activities:

Non-Cash Investing and Financing Activities:

Contingent consideration $ 109,420 $ —

Increase (decrease) to noncontrolling interests due to consolidation (deconsolidation) of CIP, net $ — $ ( 3,749 )

Common stock dividends payable $ 16,037 $ 15,550

(in thousands) September 30,

(in thousands) March 31,

2026 December 31, 2025

18 unchanged sentences

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

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

Net income (loss) — — — 40,980 — — — 40,980 401 41,381 7,723

Foreign currency translation adjustments — — — — 430 — — 430 — 430 —

Net subscriptions (redemptions) and other — — 5,187 — — — — 5,187 ( 168 ) 5,019 ( 39,062 )

Cash dividends declared ($ 2.25 per common share)

— — — ( 16,222 ) — — — ( 16,222 ) — ( 16,222 ) —

Repurchases of common shares ( 72,850 ) — — — — 72,850 ( 14,869 ) ( 14,869 ) — ( 14,869 ) —

Issuance of common shares related to employee stock transactions 7,212 — — — — — — — — — —

Taxes paid on stock-based compensation — — ( 827 ) — — — — ( 827 ) — ( 827 ) —

Stock-based compensation — — 5,692 — — — — 5,692 — 5,692 —

Balances at September 30, 2024 7,016,433 $ 122 $ 1,314,228 $ 251,298 $ 230 5,224,557 $ ( 676,832 ) $ 889,046 $ 3,676 $ 892,722 $ 98,111

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

Net income (loss) — — — 31,926 — — — 31,926 ( 606 ) 31,320 21

Foreign currency translation adjustments — — — — 12 — — 12 — 12 —

Net subscriptions (redemptions) and other — — 2,262 — — — — 2,262 ( 252 ) 2,010 ( 19,927 )

Cash dividends declared ($ 2.40 per common share)

— — — ( 17,014 ) — — — ( 17,014 ) — ( 17,014 ) —

Issuance of common shares related to employee stock transactions 5,356 — — — — — — — — — —

Taxes paid on stock-based compensation — — ( 673 ) — — — — ( 673 ) — ( 673 ) —

Stock-based compensation — — 5,793 — — — — 5,793 — 5,793 —

Balances at September 30, 2025 6,753,444 $ 123 $ 1,335,254 $ 322,321 $ 598 5,563,805 $ ( 739,594 ) $ 918,702 $ 1,075 $ 919,777 $ 103,191

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

8 unchanged sentences

Stock-based compensation — — 9,087 — — — — 9,087 — 9,087 —

Balances at September 30, 2024 7,016,433 $ 122 $ 1,314,228 $ 251,298 $ 230 5,224,557 $ ( 676,832 ) $ 889,046 $ 3,676 $ 892,722 $ 98,111

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 December 31, 2025 6,695,181 $ 123 $ 1,342,153 $ 340,898 $ 462 5,624,097 $ ( 749,593 ) $ 934,043 $ 802 $ 934,845 $ 102,934

Acquisition of businesses — — — — — — — — — — 104,564

Net income (loss) — — — 7,125 — — — 7,125 347 7,472 ( 1,321 )

7 unchanged sentences

Stock-based compensation — — 7,813 — — — — 7,813 — 7,813 —

Balances at September 30, 2025 6,753,444 $ 123 $ 1,335,254 $ 322,321 $ 598 5,563,805 $ ( 739,594 ) $ 918,702 $ 1,075 $ 919,777 $ 103,191

Balances at March 31, 2026 6,682,055 $ 124 $ 1,344,828 $ 331,606 $ 436 5,697,560 $ ( 759,593 ) $ 917,401 $ 1,005 $ 918,406 $ 193,068

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

6 unchanged sentences

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

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

The Company’s 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.

8 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 nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

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, 2025 (the "2025 Annual Report on Form 10-K") filed with the Securities and Exchange Commission (the "SEC").

The Company’s significant accounting policies, which have been consistently applied, are summarized in its 2025 Annual Report on Form 10-K.

Certain prior period balances on the Condensed Consolidated Balance Sheets have been reclassified to conform to the current period presentation.

These changes, which had no effect on net income, total comprehensive income, total assets, or total liabilities and equity as previously reported, are as follows:

▪ With the acquisition of 56 % of the equity of Keystone National Group, LLC ("Keystone") on March 1, 2026, the Company has separately identified its investment manager noncontrolling interests liability on its Condensed Consolidated Balance Sheets.

Certain other investment manager noncontrolling interests liabilities classified within accrued compensation and benefits in the prior year period have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

New Accounting Standards Implemented

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740).

This standard updates income tax disclosure requirements by requiring disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

The Company adopted this standard on January 1, 2025.

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

New Accounting Standards Not Yet Implemented

5 unchanged sentences

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40) .

The standard amends certain aspects of the accounting for internal-use software costs by requiring an entity to capitalize software costs when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

The standard is

effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2027.

The standard amends certain aspects of the accounting for internal-use software costs by requiring an entity to

capitalize software costs when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2027.

Early adoption is permitted using a prospective, modified or retrospective transition approach.

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

5 unchanged sentences

Total investment management fees $ 169,133 $ 186,091

Intangible Assets, Net

On March 1, 2026, the Company, through its wholly owned subsidiary, Virtus Private Markets Holdings, LLC, completed the acquisition of 56 % of the equity of Keystone (the "Acquisition"), an investment manager specializing in asset-centric private credit.

The Acquisition expands the Company's offerings into private markets with the addition of a differentiated asset-backed lending capability.

The total purchase price of the Acquisition was $ 308.2 million, comprising $ 198.8 million paid in cash and $ 109.4 million in contingent consideration recorded at fair value.

The contingent consideration consists of $ 88.1 million in deferred cash consideration at fair value, which represents payments of $ 65.0 million and $ 30.0 million to be paid on the first and second anniversary of the acquisition, and $ 21.3 million in contingent consideration at fair value, which represents a maximum of $ 75.0 million in potential earn-out payments based on pre-established performance metrics related to revenue retention and revenue growth rates.

The Company accounted for the Acquisition in accordance with ASC 805, Business Combinations .

Accordingly, the purchase price was allocated to the assets acquired, liabilities assumed and noncontrolling interests based upon their estimated fair values at the date of the Acquisition, as well as goodwill and definite-lived intangible assets of $ 243.7 million and $ 307.0 million, respectively.

The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations and could differ materially from the preliminary purchase price allocation and may include changes to various balances, including fixed assets, intangible assets and goodwill.

The finalization of the purchase price allocation will not extend beyond the one-year measurement period provided under ASC 805.

The following table summarizes the initial estimate of amounts of identified acquired assets, liabilities assumed and noncontrolling interests as of the acquisition date:

($ in thousands) March 1, 2026

Cash and cash equivalents $ 2,659

Accounts receivable 4,585

Intangible assets 307,000

Goodwill 243,693

Operating lease right-of-use assets 2,063

Other assets 602

Total Assets 560,602

Accrued compensation and benefits 8,084

Accounts payable and accrued liabilities 118

Investment manager noncontrolling interests liability 137,584

Operating lease liabilities 2,063

Total liabilities 147,849

Redeemable noncontrolling interests 104,564

Total Liabilities & Noncontrolling Interests 252,413

Total Net Assets Acquired $ 308,189

Identifiable Intangible Assets Acquired

In connection with the allocation of the purchase price, we identified the following intangible assets:

March 1, 2026

($ in thousands) Approximate Fair Value

(in thousands)

Weighted Average Useful Life

Definite-lived intangible assets:

Investment management agreements $ 292,000 10.8 years

Trade name 15,000 10.0 years

Total identifiable intangible assets $ 307,000

The fair value of investment management agreements was estimated using a multi-period excess earnings method and the fair value of the trade name was estimated using a royalty savings method.

Redeemable Noncontrolling Interests and Investment Manager Noncontrolling Interests Liability

Represents the noncontrolling interests of Keystone equity units subject to holder put rights and Company call rights and conditional and unconditional redemption provisions depending on unit class.

Noncontrolling interests with conditional redemption provisions are classified as redeemable noncontrolling interests and noncontrolling interests with unconditional redemption provisions are classified as a liability.

The fair value of these noncontrolling interests were estimated by applying the income and market approach valuation methodologies.

Significant assumptions and inputs include discount rate ( 10 %- 11 %) and future revenue and earnings assumptions.

See Note 14 for further discussion.

Acquired Business

For the three months ended March 31, 2026, the Company incurred $ 5.6 million in transaction and integration costs associated with the Acquisition, which are included in other operating expenses on the Company's Condensed Consolidated Statements of Operations.

Revenues and earnings of Keystone subsequent to the closing date of the Acquisition of March 1, 2026 within the quarter ended March 31, 2026, were as follows:

(in thousands) One Month Ended

March 31, 2026

Total revenues $ 5,286

Net Income (Loss) Attributable to Stockholders $ ( 240 )

The following unaudited pro forma condensed consolidated results of operations are provided for illustrative purposes only and assume that the Acquisition occurred on January 1, 2025.

The unaudited pro forma information also reflects adjustment for transaction and integration expenses as if the transaction had been consummated on January 1, 2025.

This unaudited pro-forma information should not be relied upon as being indicative of historical results that would have been obtained if the Acquisition had occurred on that date, nor of the results that may be obtained in the future.

Three Months Ended

(in thousands) 2026 2025

Total revenues $ 209,996 $ 231,899

Net Income (Loss) Attributable to Common Stockholders 9,977 16,246

Goodwill and Intangible Assets, Net

Activity in goodwill was as follows:

(in thousands)

Balance at December 31, 2025 $ 397,098

Additions 243,693

Balance at March 31, 2026 $ 640,791

Below is a summary of intangible assets, net:

2 unchanged sentences

Balances at December 31, 2025 $ 810,021 $ ( 524,910 ) $ 285,111 $ 42,298 $ 327,409

Additions 307,000 — 307,000 — 307,000

Intangible amortization — ( 15,175 ) ( 15,175 ) — ( 15,175 )

Balances at September 30, 2025 $ 809,064 $ ( 511,966 ) $ 297,098 $ 42,298 $ 339,396

Balances at March 31, 2026 $ 1,117,021 $ ( 540,085 ) $ 576,936 $ 42,298 $ 619,234

Definite-lived intangible asset amortization for the remainder of fiscal year 2026 and succeeding fiscal years is estimated as follows:

4 unchanged sentences

Total $ 576,936

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 September 30, 2025 and December 31, 2024 were as follows:

(in thousands) September 30,

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

The Company's investments, excluding the assets of consolidated investment products ("CIP") discussed in Note 15, at March 31, 2026 and December 31, 2025 were as follows:

(in thousands) March 31,

2026 December 31, 2025

7 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in thousands) Cost Fair Value Cost Fair Value

4 unchanged sentences

Total investment securities - fair value $ 52,315 $ 53,460 $ 74,227 $ 76,462

For the three and nine months ended September 30, 2025, the Company recognized net realized gains of $ 0.8 million and $ 0.8 million, respectively, related to its investment securities - fair value.

For the three and nine months ended September 30, 2024, the Company recognized net realized gains of $ 0.5 million and $ 1.2 million, respectively, related to its investment securities - fair value.

For the three months ended March 31, 2026 and 2025, the Company recognized net realized gains of $ 1.9 million and $ 0.2 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 September 30, 2025 and December 31, 2024 by fair value hierarchy level were as follows:

September 30, 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 15, as of March 31, 2026 and December 31, 2025 by fair value hierarchy level were as follows:

March 31, 2026

(in thousands) Level 1 Level 2 Level 3 Total

25 unchanged sentences

retail funds and global funds are determined based on their published net asset values and are categorized as Level 1.

The fair value of closed-end funds and ETFs is determined based on the official closing price on the exchange on which they are traded and are categorized as Level 1.

The fair values of closed-end funds and ETFs are determined based on the official closing price on the exchange on which they are traded and are categorized as Level 1.

Equity securities represent securities traded on active markets, are valued at the official closing price (typically the last sale or bid) on the exchange on which the securities are primarily traded and are categorized as Level 1.

Debt securities represent investments in corporate and government bonds and the note securities of collateralized loan obligations ("CLO").

Debt securities represent investments in corporate and government bonds.

The fair values of corporate and government bonds traded on active markets, are valued at the official closing price on the exchange on which the securities are primarily traded and are categorized as Level 1.

Debt securities for which closing prices are not readily available or are deemed to not reflect readily available market prices, and are valued using an independent pricing service, are categorized as Level 2.

The fair values of note securities of CLOs are based on valuations received from an independent valuation firm and are categorized as Level 3.

The following table presents a reconciliation of beginning and ending balances of the Company's Level 3 debt securities:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

Debt securities, beginning of period $ — $ — $ — $ —

Purchases (sales), net 29,651 24,443 29,651 24,443

Debt securities, end of period $ 29,651 $ 24,443 $ 29,651 $ 24,443

Nonqualified retirement plan assets represent U.S.

1 unchanged sentence

Contingent consideration represents liabilities associated with contingent payment arrangements made in connection with the Company's business combinations.

In these contingent payment arrangements, the Company agrees to pay additional transaction consideration to the seller based on future performance.

Contingent consideration is remeasured at fair value each reporting date using a simulation model with the assistance of an independent valuation firm and approved by management and are categorized as Level 3.

In these contingent payment arrangements, the Company agrees to pay additional transaction consideration to the seller based on future performance and/or the passage of time.

Contingent consideration is remeasured at fair value each reporting date using a simulation model or an income approach valuation technique with the assistance of an independent valuation firm, and approved by management, and are categorized as Level 3.

The following table presents a reconciliation of beginning and ending balances of the Company's contingent consideration liabilities:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

Contingent consideration, beginning of period $ 20,800 $ 36,100

Additions for acquisition 109,420 —

Reduction for payments made ( 12,285 ) ( 13,086 )

1 unchanged sentence

Contingent consideration, end of period $ 118,344 $ 23,014

The contingent consideration liability at September 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 contingent consideration liability as of March 31, 2026 was comprised of the following:

▪ Keystone Acquisition liability as of March 31, 2026 was $ 109.8 million, measured using an options pricing model and discounted cash flow valuation technique.

The most significant unobservable inputs used relate to the discount rates (range of 5.94 % - 6.05 %) and the market price of risk adjustment ( 5.50 %).

▪ NFJ Group transaction liability as of March 31, 2026 was $ 8.5 million measured using an options pricing model valuation technique.

The most significant unobservable inputs used relate to the revenue growth rates, discount rates (range of 5.43 % - 5.53 %) and the market price of risk adjustment ( 5.80 %).

2 unchanged sentences

Dividends Declared

On August 13, 2025, the Company declared a quarterly cash dividend of $ 2.40 per common share to be paid on November 14, 2025 to shareholders of record at the close of business on October 31, 2025.

On February 25, 2026, the Company declared a quarterly cash dividend of $ 2.40 per common share to be paid on May 13, 2026 to shareholders of record at the close of business on April 30, 2026.

Common Stock Repurchases

During the nine months ended September 30, 2025, the Company repurchased 287,072 common shares under its share repurchase program at a weighted average price of $ 174.14 per share, for a total cost, including fees and expenses, of $ 50.0 million.

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

There were no share repurchases during the three months ended September 30, 2025.

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

During the three months ended March 31, 2026, the Company repurchased 73,463 common shares under its share repurchase program at a weighted average price of $ 136.09 per share, for a total cost, including fees and expenses, of $ 10.0 million.

As of March 31, 2026, 732,485 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 September 30, 2025, 688,839 shares of common stock remained available for issuance of the 3,825,000 shares that are authorized for issuance under the Omnibus Plan.

At March 31, 2026, 484,055 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 September 30, Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

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 nine months ended September 30, 2025 is summarized as follows:

RSU activity, inclusive of PSUs, for the three months ended March 31, 2026 is summarized as follows:

of Shares Weighted Average

3 unchanged sentences

Settled ( 101,025 ) $ 184.58

Outstanding at September 30, 2025 340,631 $ 189.92

For the nine months ended September 30, 2025 and 2024, a total of 43,532 and 49,086 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 $ 7.6 million and $ 11.3 million, respectively, in minimum employee tax withholding obligations.

Outstanding at March 31, 2026 441,194 $ 157.41

For the three months ended March 31, 2026 and 2025, a total of 40,688 and 35,178 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 $ 5.1 million and $ 6.1 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 nine months ended September 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 Accounting Standards Codification ("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.

During the three months ended March 31, 2026 and 2025, the Company granted 45,782 and 37,777 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.

Compensation expense for PSU awards that contain a market condition is fixed at the date of grant and will not be adjusted in future periods based upon the achievement of the market condition.

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 September 30, 2025, unamortized stock-based compensation expense for unvested RSUs and PSUs was $ 34.1 million with a weighted-average remaining contractual life of 1.3 years.

As of March 31, 2026, unamortized stock-based compensation expense for unvested RSUs and PSUs was $ 50.8 million with a weighted-average remaining contractual life of 1.8 years.

Earnings (Loss) Per Share

4 unchanged sentences

The computation of basic and diluted EPS is as follows:

Three Months Ended September 30, Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands, except per share amounts) 2026 2025

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 September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

4 unchanged sentences

The provision for income taxes reflected U.S.

federal, state and local taxes at an estimated effective tax rate of 27.0 % and 24.4 % for the nine months ended September 30, 2025 and 2024, respectively.

The higher estimated effective tax rate for the nine months ended September 30, 2025 was primarily due to a change in valuation allowances in the current year related to the tax effects of lower realized and unrealized gains on Company investments compared to the prior year.

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 will continue to evaluate the potential impact of the OBBBA on future periods as further guidance becomes available;

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

federal, state and local taxes at an estimated effective tax rate of 53.8 % and 30.6 % for the three months ended March 31, 2026 and 2025, respectively.

The higher estimated effective tax rate for the three months ended March 31, 2026 was primarily due to a change in valuation allowances in the current year related to the tax effects of higher realized and unrealized losses on Company investments compared to the prior year and the rate impact of lower pre tax income.

Credit Agreement

On September 26, 2025, the Company refinanced its existing credit agreement by entering into a new credit agreement (the “Credit Agreement”).

The Credit Agreement provides for (i) a $ 400.0 million term loan for the Company with a seven-year term (the "Term Loan") expiring in September 2032, and (ii) a $ 250.0 million revolving credit facility with a five-year term expiring in September 2030.

A portion of the proceeds of the refinancing have been used to repay the $ 234.7 million outstanding on the previous term loan.

The Company has the right, subject to customary conditions specified in the Credit Agreement, to request additional revolving credit facility commitments and additional term loans to be made under the Credit Agreement.

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 $ 9.4 million as of September 30, 2025.

Amounts outstanding under the Credit Agreement bear interest at an annual rate equal to, at the option of the Company, either Term SOFR for interest periods of one, three or six months or an alternate base rate, in either case plus an applicable margin.

The applicable margins are 2.25 %, in the case of a SOFR-based Term Loan, and 1.25 %, in the case of an alternate base rate loan.

The Company is also required to pay a quarterly commitment fee on the average unused amount of the revolving credit facility which ranges from 0.15 % to 0.25 %, based on the secured net leverage ratio of the Company as of the last day of the preceding fiscal quarter.

The Term Loan will amortize at the rate of 1.00 % per annum, payable in equal quarterly installments on the last day of each March, June, September and December (commencing on December 31, 2025), based on the aggregate principal amount of the Term Loan's outstanding balance on the closing date.

In addition, the Credit Agreement requires that the term loans be mandatorily prepaid with excess cash flow each fiscal year commencing with the fiscal year ended December 31, 2026 if the secured net leverage ratio at the end of such excess cash flow period is (a) greater than 3 :1, 50 %, (b) greater than or equal to 2.5 :1 but less than or equal to 3 :1, 25 %, and (c) less than 2.5 :1, 0 %, (d) 50 % of the net proceeds of certain asset sales, casualty or condemnation events, subject to customary reinvestment rights;

and (e) 100 % of the proceeds of any indebtedness incurred to refinance the term loans or other refinancing indebtedness as well as indebtedness incurred other than indebtedness

permitted to be incurred by the Credit Agreement.

At any time, upon timely notice, the Company may terminate the Credit Agreement in full, reduce the commitment under the facility in minimum specified increments or prepay loans in whole or in part, and in the case of any term loans that are prepaid in connection with a “repricing transaction” occurring within the six-month period following the closing date of the Credit Agreement, a 1.00 % premium.

The Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness, create liens, merge or dissolve, make investments, dispose of assets, engage in sale and leaseback transactions, make distributions and dividends and prepayments of junior indebtedness, engage in transactions with affiliates, enter into restrictive agreements, amend documentation governing junior indebtedness, modify its fiscal year and modify its organizational documents, subject to customary exceptions, thresholds and qualifications.

In addition, the Credit Agreement contains a financial performance covenant that is only applicable when greater than 35 % of the revolving credit facility is outstanding, requiring a maximum leverage ratio, as of the last day of each of the four fiscal quarter periods, of no greater than the levels set forth in the Credit Agreement.

Future minimum Term Loan payments (exclusive of any mandatory excess cash flow repayments) as of September 30, 2025 were as follows:

Year (in thousands)

Remainder of 2025 $ 1,000

2030 and thereafter 383,000

Total $ 400,000

The Company's credit agreement (the "Credit Agreement") provides for (i) a $ 400.0 million term loan for the Company with a seven-year term (the "Term Loan") expiring in September 2032, and (ii) a $ 250.0 million revolving credit facility (the "Revolver") with a five-year term expiring in September 2030.

The Company borrowed $ 50.0 million under the Revolver during the three months ended March 31, 2026.

The Company repaid $ 1.0 million outstanding under the Term Loan during the three months ended March 31, 2026 and had $ 398.0 million outstanding under the Term Loan at March 31, 2026.

Commitments and Contingencies

5 unchanged sentences

However, in the event of unexpected subsequent developments, and given the inherent unpredictability of these legal and regulatory matters, the Company can provide no assurance that its assessment of any legal matter will reflect the ultimate outcome, and an adverse outcome in certain matters could have a material adverse effect on the Company's results of operations or cash flows in particular quarterly or annual periods.

Redeemable Noncontrolling Interests

Redeemable Noncontrolling Interests and Investment Manager Noncontrolling Interests Liability

Redeemable noncontrolling interests

Minority interests held in a majority-owned investment management subsidiary are subject to holder put rights and Company call rights at pre-established multiples of earnings before interest, taxes, depreciation and amortization and, as such, are considered redeemable at other than fair value.

Minority interests held in majority-owned investment management subsidiaries are subject to holder put rights and Company call rights at a pre-established fixed redemption price during a discrete period or pre-established multiples of

earnings before interest, taxes, depreciation and amortization and, as such, are considered redeemable at other than fair value.

The rights are exercisable at pre-established intervals or upon certain conditions, such as retirement.

The put and call rights are not legally detachable or separately exercisable and are deemed to be embedded in the related noncontrolling interests.

The Company, in purchasing equity of the investment management subsidiary, has the option to settle in cash or shares of the Company's common stock and is entitled to the cash flow associated

with any purchased equity.

The Company, in purchasing equity of the investment management subsidiary, has the option to settle in cash or shares of the Company's common stock and is entitled to the cash flow associated with any purchased equity.

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 nine months ended September 30, 2025 included the following amounts:

Redeemable noncontrolling interests for the three months ended March 31, 2026 included the following amounts:

Redeemable Noncontrolling Interests

(in thousands) CIP Investment Manager Total

(in thousands) CIP Investment Managers Total

Balances at December 31, 2025 $ 76,152 $ 26,782 $ 102,934

2 unchanged sentences

Total net income (loss) attributable to noncontrolling interests ( 873 ) ( 448 ) ( 1,321 )

Investment management subsidiary equity sales (purchases) — ( 15,849 ) ( 15,849 )

Business acquisition — 104,564 104,564

Net subscriptions (redemptions) and other ( 13,046 ) ( 63 ) ( 13,109 )

Balances at September 30, 2025 $ 64,485 $ 38,706 $ 103,191

Balances at March 31, 2026 $ 62,233 $ 130,835 $ 193,068

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

Investment Manager Noncontrolling Interest Liability

Minority interests held in a majority-owned investment management subsidiary that are subject to unconditional obligations to purchase at a pre-established fixed redemption price during a discrete period or pre-established multiples of earnings before interest, taxes, depreciation and amortization and, as such, are considered mandatorily redeemable and classified as a liability.

This liability is recorded at the greater of the estimated redemption value or the initial fair value with any changes recorded on the Condensed Consolidated Statements of Operations within other expenses along with any distributions earned and paid.

The balance as of March 31, 2026 was $ 151.5 million primarily attributable to the Keystone acquisition (see Note 5).

Equity awards of majority owned investment management subsidiary

The Company also issues equity-based profit-interest awards of a majority owned investment manager to certain of its employees, with certain awards having up to a three-year vesting period when issued.

These profit-interest awards are subject to holder put rights and Company call rights at established multiples of earnings before interest, taxes, depreciation and amortization, with certain awards also subject to pre-established thresholds.

The awards are accounted for as cash-settled liability awards under ASC 718, with changes in value at each reporting date recognized as compensation expense over the requisite service period, if any, in the Company’s Consolidated Statements of Operations.

The awards are classified as a liability within accrued compensation and benefits on the Consolidated Balance Sheets until the awards are settled.

The Company issues equity-based profit-interest awards of a majority owned investment manager to its employees, with awards having up to a three-year vesting period when issued.

These profit-interest awards are subject to holder put rights and Company call rights at pre-established multiples of earnings before interest, taxes, depreciation and amortization, with certain awards also subject to pre-established thresholds.

The awards are classified as a liability within investment manager noncontrolling interests liability on the Condensed Consolidated Balance Sheets until the awards are settled.

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 $ 16.5 million and $ 19.4 million at September 30, 2025 and December 31, 2024, respectively.

Compensation expense related to these awards totaled $( 1.4 ) million and $ 5.5 million for the nine months ended September 30, 2025 and 2024, respectively.

The liability associated with these awards was $ 13.0 million and $ 14.4 million at March 31, 2026 and December 31, 2025, respectively.

Compensation expense related to these awards totaled $( 1.0 ) million and $( 0.6 ) million for the three months ended March 31, 2026 and 2025, respectively.

Consolidation

2 unchanged sentences

The Company evaluates any variable interest entity ("VIE") in which the Company has a variable interest for consolidation.

A VIE is an entity in which either (i) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support, or (ii) where, as a group, the holders of the equity investment at risk do not possess any one of the following:

A VIE is an entity in which either (i) the equity investment at risk is not sufficient to permit the entity to finance

its own activities without additional financial support, or (ii) where, as a group, the holders of the equity investment at risk do not possess any one of the following:

(a) the power through voting or similar rights to direct the activities that most significantly impact the entity's economic performance, (b) the obligation to absorb expected losses or the right to receive expected residual returns of the entity, or (c) proportionate voting and economic interests and where substantially all of the entity's activities either involve or are conducted on behalf of an investor with disproportionately fewer voting rights.

5 unchanged sentences

The consolidation and deconsolidation of these investment products have no impact on the Company's net income (loss).

The Company's risk with respect to these

investment products is limited to its beneficial interests in these products.

The Company's risk with respect to these investment products is limited to its beneficial interests in these products.

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 September 30, 2025 and December 31, 2024:

September 30, 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 March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

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 September 30, 2025, the Company consolidated seven CLOs.

On September 12, 2025, the Company issued a new CLO and in conjunction with the issuance, made a $ 29.7 million investment in the subordinated notes.

At March 31, 2026, the Company consolidated eight CLOs.

The financial information of CLOs is included in 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 September 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.

The CLOs held investments of $ 2.4 billion at March 31, 2026, 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 2026 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 September 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 $ 238.8 million.

The CLOs held notes payable with a total value, at par, of $ 2.6 billion at March 31, 2026, consisting of senior secured floating rate notes payable with a par value of $ 2.4 billion and subordinated notes with a par value of $ 271.8 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 September 30, 2025, as shown in the table below:

(in thousands)

3 unchanged sentences

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

(in thousands)

8 unchanged sentences

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

(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 September 30, 2025 and December 31, 2024 by fair value hierarchy level were as follows:

As of September 30, 2025

The assets and liabilities of CIP measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 by fair value hierarchy level were as follows:

As of March 31, 2026

(in thousands) Level 1 Level 2 Level 3 Total

4 unchanged sentences

Notes payable $ — $ 2,313,415 $ — $ 2,313,415

Short sales 272 — — 272

Total liabilities measured at fair value $ — $ 2,313,415 $ — $ 2,313,415

22 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 September 30, 2025 and December 31, 2024 approximated fair value due to the short-term nature of the instruments.

The securities purchased payable at March 31, 2026 and December 31, 2025 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:

Nine Months Ended

September 30,

Three Months Ended

(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 September 30, 2025, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $ 25.8 million.

At March 31, 2026, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $ 67.0 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