VIRTUS INVESTMENT PARTNERS, INC. 10-Q

Item 1. Financial Statements Virtus Investment Partners, Inc. Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except share data) March 31, 2026 December 31, 2025 Assets: Cash and cash equivalents $ 136,637 $ 386,483 Investments 143,089 157,480 Accounts receivable, net 104,397 102,733 Assets of consolidated investment products ("CIP") Cash and cash equivalents of CIP 136,831 90,686 Cash pledged or on deposit of CIP 972 1,017 Investments of CIP 2,580,442 2,633,352 Other assets of CIP 46,758 40,620 Furniture, equipment and leasehold improvements, net 22,494 21,891 Operating lease right-of-use assets 75,406 75,166 Intangible assets, net 619,234 327,409 Goodwill 640,791 397,098 Deferred taxes, net 17,414 18,578 Other assets 37,618 38,687 Total assets $ 4,562,083 $ 4,291,200 Liabilities and Equity Liabilities: Accrued compensation and benefits $ 74,966 $ 182,808 Accounts payable and accrued liabilities 52,795 54,520 Contingent consideration 126,316 39,108 Debt 439,292 389,957 Investment manager noncontrolling interests liability 151,546 14,937 Operating lease liabilities 94,088 93,225 Other liabilities 28,207 20,821 Liabilities of CIP Notes payable of CIP 2,313,415 2,359,828 Securities purchased payable and other liabilities of CIP 169,984 98,217 Total liabilities 3,450,609 3,253,421 Commitments and Contingencies (Note 13) Redeemable noncontrolling interests 193,068 102,934 Equity: Equity attributable to Virtus Investment Partners, Inc.: Common stock, $ 0.01 par value, 1,000,000,000 shares authorized; 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 124 123 Additional paid-in capital 1,344,828 1,342,153 Retained earnings (accumulated deficit) 331,606 340,898 Accumulated other comprehensive income (loss) 436 462 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 ) Total equity attributable to Virtus Investment Partners, Inc. 917,401 934,043 Noncontrolling interests 1,005 802 Total equity 918,406 934,845 Total liabilities and equity $ 4,562,083 $ 4,291,200 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Table of Contents Virtus Investment Partners, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, (in thousands, except per share data) 2026 2025 Revenues Investment management fees $ 169,133 $ 186,091 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 Total revenues 199,535 217,932 Operating Expenses Employment expenses 105,213 109,093 Distribution and other asset-based expenses 20,534 22,896 Other operating expenses 36,203 33,059 Other operating expenses of consolidated investment products ("CIP") 2,015 1,000 Change in fair value of contingent consideration 409 — Restructuring expense 2,871 — Depreciation expense 1,667 2,345 Amortization expense 15,175 12,944 Total operating expenses 184,087 181,337 Operating Income (Loss) 15,448 36,595 Other Income (Expense) Realized and unrealized gain (loss) on investments, net 845 ( 991 ) Realized and unrealized gain (loss) of CIP, net ( 14,344 ) ( 7,649 ) Other income (expense), net 623 998 Total other income (expense), net ( 12,876 ) ( 7,642 ) Interest Income (Expense) Interest expense ( 6,765 ) ( 4,561 ) Interest and dividend income 2,947 3,016 Interest and dividend income of investments of CIP 48,631 47,553 Interest expense of CIP ( 34,082 ) ( 34,559 ) Total interest income (expense), net 10,731 11,449 Income (Loss) Before Income Taxes 13,303 40,402 Income tax expense (benefit) 7,152 12,350 Net Income (Loss) 6,151 28,052 Noncontrolling interests 974 595 Net Income (Loss) Attributable to Virtus Investment Partners, Inc. $ 7,125 $ 28,647 Earnings (Loss) per Share—Basic $ 1.07 $ 4.12 Earnings (Loss) per Share—Diluted $ 1.05 $ 4.05 Weighted Average Shares Outstanding—Basic 6,690 6,955 Weighted Average Shares Outstanding—Diluted 6,806 7,073 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Table of Contents Virtus Investment Partners, Inc. Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended March 31, (in thousands) 2026 2025 Net Income (Loss) $ 6,151 $ 28,052 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment, net of tax of $ 237 and $( 100 ) for the three months ended March 31, 2026 and 2025, respectively ( 26 ) 292 Other comprehensive income (loss) ( 26 ) 292 Comprehensive income (loss) 6,125 28,344 Comprehensive (income) loss attributable to noncontrolling interests 974 595 Comprehensive Income (Loss) Attributable to Virtus Investment Partners, Inc. $ 7,099 $ 28,939 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents Virtus Investment Partners, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, (in thousands) 2026 2025 Cash Flows from Operating Activities: Net income (loss) $ 6,151 $ 28,052 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation expense, intangible asset and other amortization 17,670 16,121 Stock-based compensation 5,189 6,734 Equity in earnings of equity method investments ( 1,073 ) ( 980 ) Realized and unrealized (gains) losses on investments, net ( 814 ) 957 Change in fair value of contingent consideration 409 — Deferred taxes, net 1,397 1,440 Changes in operating assets and liabilities: Sales (purchases) of investments, net 15,891 552 Accounts receivable, net and other assets 5,126 10,917 Accrued compensation and benefits, accounts payable, accrued liabilities and other liabilities ( 107,160 ) ( 121,449 ) Operating activities of consolidated investment products ("CIP"): Realized and unrealized (gains) losses on investments of CIP, net 13,037 4,039 Purchases of investments by CIP ( 312,406 ) ( 327,705 ) Sales of investments by CIP 388,968 375,074 Net proceeds (purchases) of short-term investments and securities sold short by CIP ( 83 ) ( 72 ) Change in other assets and liabilities of CIP 3,599 2,533 Net cash provided by (used in) operating activities 35,901 ( 3,787 ) Cash Flows from Investing Activities: Capital expenditures ( 2,360 ) ( 2,984 ) 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 ) Common stock dividends paid ( 17,897 ) ( 17,146 ) Repurchase of common shares ( 10,000 ) ( 20,000 ) Payment of contingent consideration ( 22,621 ) ( 23,140 ) Taxes paid related to net share settlement of restricted stock units ( 5,138 ) ( 6,109 ) Investment management subsidiary equity sales (purchases) — ( 1,053 ) Net contributions from (distributions to) noncontrolling interests ( 13,195 ) 17,264 Financing activities of CIP: Payments on borrowings by CIP ( 390,294 ) ( 123,590 ) Borrowings by CIP 369,246 — Net cash provided by (used in) financing activities ( 40,899 ) ( 174,461 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 278 ) 509 Net increase (decrease) in cash, cash equivalents and restricted cash ( 203,746 ) ( 180,723 ) Cash, cash equivalents and restricted cash, beginning of period 478,186 400,309 Cash, cash equivalents and restricted cash, end of period $ 274,440 $ 219,586 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) March 31, 2026 December 31, 2025 Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents $ 136,637 $ 386,483 Cash and cash equivalents of CIP 136,831 90,686 Cash pledged or on deposit of CIP 972 1,017 Cash, cash equivalents and restricted cash at end of period $ 274,440 $ 478,186 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents Virtus Investment Partners, Inc. Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) Permanent Equity Temporary Equity Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Attributed To Virtus Investment Partners, Inc. Non- controlling Interests Total Equity Redeemable Non- controlling Interests (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 Net income (loss) — — — 28,647 — — — 28,647 ( 52 ) 28,595 ( 543 ) Foreign currency translation adjustments — — — — 292 — — 292 — 292 — Net subscriptions (redemptions) and other — — 195 — — — — 195 ( 1,559 ) ( 1,364 ) 13,840 Cash dividends declared ($ 2.25 per common share) — — — ( 15,889 ) — — — ( 15,889 ) — ( 15,889 ) — Repurchases of common shares ( 111,200 ) — — — — 111,200 ( 20,000 ) ( 20,000 ) — ( 20,000 ) — Issuance of common shares related to employee stock transactions 55,069 1 ( 1 ) — — — — — — — — Taxes paid on stock-based compensation — — ( 6,109 ) — — — — ( 6,109 ) — ( 6,109 ) — Stock-based compensation — — 9,087 — — — — 9,087 — 9,087 — 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 ) Foreign currency translation adjustments — — — — ( 26 ) — — ( 26 ) — ( 26 ) — Net subscriptions (redemptions) and other — — — — — — — — ( 144 ) ( 144 ) ( 13,109 ) Cash dividends declared ($ 2.40 per common share) — — — ( 16,417 ) — — — ( 16,417 ) — ( 16,417 ) — Repurchases of common shares ( 73,463 ) — — — — 73,463 ( 10,000 ) ( 10,000 ) — ( 10,000 ) — Issuance of common shares related to employee stock transactions 60,337 1 ( 1 ) — — — — — — — — Taxes paid on stock-based compensation — — ( 5,137 ) — — — — ( 5,137 ) — ( 5,137 ) — Stock-based compensation — — 7,813 — — — — 7,813 — 7,813 — 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. 5 Table of Contents Virtus Investment Partners, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Organization and Business Virtus Investment Partners, Inc. (the "Company," "we," "us," "our" or "Virtus"), a Delaware corporation, operates in the investment management industry through its subsidiaries. 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 as well as collateral management of structured products. 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. 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 provided to high net worth clients through our wealth management business. 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. 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, 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 Not Yet Implemented In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) . 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. Early adoption is permitted with amendments to be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its condensed consolidated financial statements. 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 6 Table of Contents 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. The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its condensed consolidated financial statements. 3. Revenues The Company's revenues are recognized when a performance obligation is satisfied, which occurs when control of the services is transferred to clients. 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. 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. Investment Management Fees by Source The following table summarizes investment management fees by source: Three Months Ended March 31, (in thousands) 2026 2025 Investment management fees Open-end funds $ 63,726 $ 74,037 Closed-end funds 20,790 14,853 Retail separate accounts 47,318 54,272 Institutional accounts 37,299 42,929 Total investment management fees $ 169,133 $ 186,091 4. Acquisitions 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. 7 Table of Contents 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 Assets: 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 Liabilities 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 (in years) 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. 8 Table of Contents 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 March 31, (in thousands) 2026 2025 Total revenues $ 209,996 $ 231,899 Net Income (Loss) Attributable to Common Stockholders 9,977 16,246 5. 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: Definite-Lived Indefinite-Lived Total (in thousands) Gross Book Value Accumulated Amortization Net Book Value Net Book Value Net Book Value 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 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: Fiscal Year Amount (in thousands) Remainder of 2026 $ 60,140 2027 76,262 2028 70,432 2029 64,835 2030 63,410 2031 and thereafter 241,857 Total $ 576,936 9 Table of Contents 6. Investments 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 Investment securities - fair value $ 53,460 $ 76,462 Equity method investments (1) 62,073 60,928 Nonqualified retirement plan assets 27,556 20,090 Total investments $ 143,089 $ 157,480 (1) The Company's equity method investments are valued on a three-month lag based upon the availability of financial information. Investment Securities - fair value Investment securities - fair value consist of investments in the Company's sponsored funds and in separate accounts. The composition of the Company’s investment securities - fair value was as follows: March 31, 2026 December 31, 2025 (in thousands) Cost Fair Value Cost Fair Value Investment Securities - fair value Sponsored funds $ 30,122 $ 29,130 $ 51,993 $ 51,013 Equity securities 19,285 21,449 19,703 22,903 Debt securities 2,908 2,881 2,531 2,546 Total investment securities - fair value $ 52,315 $ 53,460 $ 74,227 $ 76,462 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. 7. 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 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 Assets Cash equivalents $ 99,963 $ — $ — $ 99,963 Investment securities - fair value Sponsored funds 29,130 — — 29,130 Equity securities 21,449 — — 21,449 Debt securities — 2,881 — 2,881 Nonqualified retirement plan assets 27,556 — — 27,556 Total assets measured at fair value $ 178,098 $ 2,881 $ — $ 180,979 Liabilities Contingent consideration $ — $ — $ 118,344 $ 118,344 Total liabilities measured at fair value $ — $ — $ 118,344 $ 118,344 10 Table of Contents December 31, 2025 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 340,276 $ — $ — $ 340,276 Investment securities - fair value Sponsored funds 51,013 — — 51,013 Equity securities 22,903 — — 22,903 Debt securities — 2,546 — 2,546 Nonqualified retirement plan assets 20,090 — — 20,090 Total assets measured at fair value $ 434,282 $ 2,546 $ — $ 436,828 Liabilities Contingent consideration $ — $ — $ 20,800 $ 20,800 Total liabilities measured at fair value $ — $ — $ 20,800 $ 20,800 The following is a discussion of the valuation methodologies used for the Company’s assets measured at fair value. Cash equivalents represent investments in money market funds. Cash investments in money market funds are valued using published net asset values and are classified as Level 1. Sponsored funds represent investments in funds for which the Company acts as the investment manager. The fair values of U.S. retail funds and global funds are determined based on their published net asset values 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. 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. Nonqualified retirement plan assets represent U.S. retail funds within the Company's nonqualified retirement plan whose fair value is determined based on their published net asset value and are categorized as Level 1. 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 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 March 31, (in thousands) 2026 2025 Liabilities Contingent consideration, beginning of period $ 20,800 $ 36,100 Additions for acquisition 109,420 — Reduction for payments made ( 12,285 ) ( 13,086 ) Increase (reduction) of liability related to re-measurement of fair value 409 — Contingent consideration, end of period $ 118,344 $ 23,014 11 Table of Contents 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 %). Cash, accounts receivable, accounts payable and accrued liabilities equal or approximate fair value based on the short-term nature of these instruments. 8. Equity Transactions Dividends Declared 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 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. The program, which has no specified term, may be suspended or terminated at any time. 9. Stock-Based Compensation 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, 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 March 31, (in thousands) 2026 2025 Stock-based compensation expense $ 5,189 $ 6,734 Restricted Stock Units Each RSU entitles the holder to one share of common stock when the restriction expires. RSUs may be time-vested or performance-contingent PSUs that convert into RSUs after performance measurement is complete and generally vest in one to three years . Shares that are issued upon vesting are newly issued shares from the Omnibus Plan and are not issued from treasury stock. 12 Table of Contents RSU activity, inclusive of PSUs, for the three months ended March 31, 2026 is summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2025 336,797 $ 189.84 Granted 239,590 $ 125.90 Forfeited ( 34,168 ) $ 175.75 Settled ( 101,025 ) $ 184.58 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 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 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. 10. Earnings (Loss) Per Share Earnings (loss) per share ("EPS") is calculated in accordance with ASC 260, Earnings per Share . Basic EPS is computed by dividing net income (loss) attributable to Virtus Investment Partners, Inc. by the weighted-average number of common shares outstanding for the period, excluding dilution for potential common stock issuances. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, including shares issuable upon the vesting of RSUs and stock option exercises using the treasury stock method, as determined under the if-converted method. The computation of basic and diluted EPS is as follows: Three Months Ended March 31, (in thousands, except per share amounts) 2026 2025 Net Income (Loss) $ 6,151 $ 28,052 Noncontrolling interests 974 595 Net Income (Loss) Attributable to Virtus Investment Partners, Inc. $ 7,125 $ 28,647 Shares: Basic: Weighted-average number of shares outstanding 6,690 6,955 Plus: Incremental shares from assumed conversion of dilutive instruments 116 118 Diluted: Weighted-average number of shares outstanding 6,806 7,073 Earnings (Loss) per Share—Basic $ 1.07 $ 4.12 Earnings (Loss) per Share—Diluted $ 1.05 $ 4.05 13 Table of Contents 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, (in thousands) 2026 2025 Restricted stock units 56 22 Total anti-dilutive securities 56 22 11. Income Taxes In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances at each interim period. On a quarterly basis, the estimated annual effective tax rate is adjusted, as appropriate, based upon changes in facts and circumstances, if any, compared to those forecasted at the beginning of the fiscal year and at each interim period thereafter. The provision for income taxes reflected U.S. 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. 12. Debt Credit Agreement 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. 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 $ 8.7 million as of March 31, 2026. 13. Commitments and Contingencies Legal Matters The Company is involved from time to time in litigation and arbitration, as well as examinations, inquiries and investigations by various regulatory bodies, involving its compliance with, among other things, securities laws, client investment guidelines, laws governing the activities of broker-dealers and other laws and regulations affecting its products and other activities. The Company records a liability when it believes that it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. Based on information currently available, available insurance coverage, indemnities and established reserves, the Company believes that the outcomes of its legal and regulatory proceedings are not likely, either individually or in the aggregate, to have a material adverse effect on the Company's results of operations, cash flows or consolidated financial condition. 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. 14. Redeemable Noncontrolling Interests and Investment Manager Noncontrolling Interests Liability Redeemable noncontrolling interests 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 14 Table of Contents 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 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, 2026 included the following amounts: Redeemable Noncontrolling Interests (in thousands) CIP Investment Managers Total Balances at December 31, 2025 $ 76,152 $ 26,782 $ 102,934 Net income (loss) attributable to noncontrolling interests ( 873 ) 534 ( 339 ) Changes in redemption value (1) — ( 982 ) ( 982 ) Total net income (loss) attributable to noncontrolling interests ( 873 ) ( 448 ) ( 1,321 ) Business acquisition — 104,564 104,564 Net subscriptions (redemptions) and other ( 13,046 ) ( 63 ) ( 13,109 ) 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. 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. 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 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 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 Condensed Consolidated Statements of Operations. 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. 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. 15. Consolidation The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and investment products that are consolidated. A voting interest entity ("VOE") is consolidated when the Company is considered to have a controlling financial interest, which is typically present when the Company owns a majority of the voting interest in an entity or otherwise has the power to govern the financial and operating policies of the entity. 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 15 Table of Contents 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. If an entity has any of these characteristics, it is considered a VIE and is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that has both the power to direct the activities that most significantly impact the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. In the normal course of its business, the Company sponsors various investment products, some of which are consolidated by the Company. CIP includes both VOEs, made up primarily of U.S. retail funds and ETFs in which the Company holds a controlling financial interest, and VIEs, which consist of collateralized loan obligations ("CLO") and certain global and private funds ("GF") of which the Company is considered the primary beneficiary. 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 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, 2026 and December 31, 2025: As of March 31, 2026 December 31, 2025 VOEs VIEs VOEs VIEs (in thousands) CLOs GFs CLOs GFs Cash and cash equivalents $ 3,813 $ 131,915 $ 2,075 $ 2,284 $ 86,491 $ 2,928 Investments 76,324 2,415,291 88,827 75,877 2,450,177 107,298 Other assets 800 44,451 1,507 700 38,721 1,199 Notes payable — ( 2,313,415 ) — — ( 2,359,828 ) — Securities purchased payable and other liabilities ( 1,301 ) ( 167,854 ) ( 829 ) ( 363 ) ( 96,935 ) ( 919 ) Noncontrolling interests ( 24,407 ) ( 1,005 ) ( 37,826 ) ( 24,244 ) ( 802 ) ( 51,908 ) Net interests in CIP $ 55,229 $ 109,383 $ 53,754 $ 54,254 $ 117,824 $ 58,598 Consolidated CLOs The majority of the Company's CIP that are VIEs are CLOs. 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, 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 $ 2.4 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 $ 2.6 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. The Company's beneficial interests and maximum exposure to loss related to these consolidated CLOs is limited to (i) ownership in the subordinated notes and (ii) accrued management fees. 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, 2026, as shown in the table below: 16 Table of Contents (in thousands) Subordinated notes $ 106,860 Accrued investment management fees 2,523 Total Beneficial Interests $ 109,383 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: Three Months Ended March 31, 2026 (in thousands) Income: Realized and unrealized gain (loss), net $ ( 10,804 ) Interest income 46,336 Total Income 35,532 Expenses: Other operating expenses 1,651 Interest expense 34,082 Total Expense 35,733 Noncontrolling interests ( 347 ) Net Income (Loss) Attributable to CLOs $ ( 548 ) The following table represents the Company’s own economic interests in the consolidated CLOs, which are eliminated upon consolidation: Three Months Ended March 31, 2026 (in thousands) Distributions received and unrealized gains (losses) on the subordinated notes held by the Company $ ( 3,487 ) Investment management fees 2,939 Total Economic Interests $ ( 548 ) Fair Value Measurements of CIP 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 Assets Cash equivalents $ 131,915 $ — $ — $ 131,915 Debt investments 4,957 2,497,417 29,200 2,531,574 Equity investments 46,735 1,843 290 48,868 Total assets measured at fair value $ 183,607 $ 2,499,260 $ 29,490 $ 2,712,357 Liabilities Notes payable $ — $ 2,313,415 $ — $ 2,313,415 Total liabilities measured at fair value $ — $ 2,313,415 $ — $ 2,313,415 17 Table of Contents As of December 31, 2025 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 86,491 $ — $ — $ 86,491 Debt investments 91 2,536,337 30,333 2,566,761 Equity investments 66,180 — 411 66,591 Total assets measured at fair value $ 152,762 $ 2,536,337 $ 30,744 $ 2,719,843 Liabilities Notes payable $ — $ 2,359,828 $ — $ 2,359,828 Short sales 225 — — 225 Total liabilities measured at fair value $ 225 $ 2,359,828 $ — $ 2,360,053 The following is a discussion of the valuation methodologies used for the assets and liabilities of the Company’s CIP measured at fair value: Level 1 assets represent cash investments in money market funds and debt and equity investments that are valued using published net asset values or the official closing price on the exchange on which the securities are traded. Level 2 assets represent most debt securities (including bank loans) and certain equity securities (including non-U.S. 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. Debt investments, other than bank loans, are valued based on quotations received from independent pricing services or from dealers who make markets in such securities. Bank loan investments, which are included as debt investments, are generally priced at the average mid-point of bid and ask quotations obtained from a third-party pricing service. Fair value may also be based upon valuations obtained from independent third-party brokers or dealers utilizing matrix pricing models that consider information regarding securities with similar characteristics. Level 3 assets include debt and equity securities that are not widely traded, are illiquid or are priced by dealers based on pricing models used by market makers in the security. These securities are valued using unadjusted prices from an independent pricing service. Level 1 liabilities consist of short sales transactions in which a security is sold that is not owned or is owned but there is no intention to deliver, in anticipation that the price of the security will decline. Short sales are recorded on the Condensed Consolidated Balance Sheets within other liabilities of CIP and are classified as Level 1 based on the underlying equity security. Level 2 liabilities consist of notes payable issued by CLOs and are measured using the measurement alternative in ASU 2014-13. Accordingly, the fair value of CLO liabilities was measured as the fair value of CLO assets less the sum of (i) the fair value of the beneficial interests held by the Company, and (ii) the carrying value of any beneficial interests that represent compensation for services. 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, 2026 and December 31, 2025 approximated fair value due to the short-term nature of the instruments. 18 Table of Contents 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, (in thousands) 2026 2025 Balance at beginning of period $ 30,744 $ 7,689 Realized and unrealized gains (losses), net ( 3,001 ) ( 1,055 ) Purchases 1,025 135 Sales ( 57 ) ( 155 ) Transfers to Level 2 ( 27,230 ) ( 5,803 ) Transfers from Level 2 28,009 17,957 Balance at end of period (1) $ 29,490 $ 18,768 (1) The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. Transfers in and/or out of levels are reflected when significant inputs, including market inputs or performance attributes, used for the fair value measurement become observable/unobservable at period end. Nonconsolidated VIEs The Company serves as the collateral manager for other CLOs that are not consolidated. The assets and liabilities of these CLOs reside in bankruptcy remote, special purpose entities in which the Company has no ownership of, nor holds any notes issued by, the CLOs, and provides neither recourse nor guarantees. The Company has determined that the investment management fees it receives for serving as collateral manager for these CLOs did not represent a variable interest as (i) the fees the Company earns are compensation for services provided and are commensurate with the level of effort required to provide the investment management services, (ii) the Company does not hold other interests in the CLOs that individually, or in the aggregate, would absorb more than an insignificant amount of the CLOs' expected losses or receive more than an insignificant amount of the CLOs' expected residual return, and (iii) the investment management arrangement only includes terms, conditions and amounts that are customarily present in arrangements for similar services negotiated at arm's length. 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, 2026, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $ 67.0 million. 16. Segments 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. In addition, the CODM uses net income in deciding whether to reinvest profits or allocate profits to other uses of capital, such as for acquisitions or to pay dividends. All expense categories on the Condensed Consolidated Statements of Operations are significant and there are no other significant segment expenses that would require disclosure. Assets provided to the CODM are consistent with those reported on the Condensed Consolidated Balance Sheets. 19 Table of Contents