What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 138 added, 92 removed, 529 unchanged (30% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except share data) March 31,

(in thousands, except share data) June 30,

2026 December 31,

30 unchanged sentences

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;

12,390,279 shares issued and 6,622,622 shares outstanding at June 30, 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) 234 462

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

Treasury stock, at cost, 5,767,657 and 5,624,097 shares at June 30, 2026 and December 31, 2025, respectively

( 770,128 ) ( 749,593 )

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands, except per share data) 2026 2025 2026 2025

40 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

1 unchanged sentence

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

Foreign currency translation adjustment, net of tax of $( 162 ) and $( 231 ) for the three months ended June 30, 2026 and 2025, respectively, and $ 75 and $( 331 ) for the six months ended June 30, 2026 and 2025, respectively

( 202 ) 658 ( 228 ) 950

Other comprehensive income (loss) ( 202 ) 658 ( 228 ) 950

6 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in thousands) 2026 2025

5 unchanged sentences

Equity in earnings of equity method investments ( 2,244 ) ( 2,127 )

Distributions from equity method investments 3,672 3,492

Realized and unrealized (gains) losses on investments, net ( 5,326 ) ( 2,987 )

16 unchanged sentences

( 196,110 ) —

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

Net cash provided by (used in) investing activities ( 199,805 ) ( 4,012 )

20 unchanged sentences

Common stock dividends payable $ 15,894 $ 15,183

(in thousands) March 31,

(in thousands) June 30,

2026 December 31, 2025

18 unchanged sentences

(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

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

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

7 unchanged sentences

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

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

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

Net income (loss) — — — 45,306 — — — 45,306 134 45,440 ( 833 )

Foreign currency translation adjustments — — — — ( 202 ) — — ( 202 ) — ( 202 ) —

Net subscriptions (redemptions) and other — — — — — — — — ( 63 ) ( 63 ) 13,086

Cash dividends declared ($ 2.40 per common share)

— — — ( 16,942 ) — — — ( 16,942 ) — ( 16,942 ) —

Repurchases of common shares ( 70,097 ) — — — — 70,097 ( 10,535 ) ( 10,535 ) — ( 10,535 ) —

Issuance of common shares related to employee stock transactions 10,664 — — — — — — — — — —

Taxes paid on stock-based compensation — — ( 386 ) — — — — ( 386 ) — ( 386 ) —

Stock-based compensation — — 10,637 — — — — 10,637 — 10,637 —

Balances at June 30, 2026 6,622,622 $ 124 $ 1,355,079 $ 359,970 $ 234 5,767,657 $ ( 770,128 ) $ 945,279 $ 1,076 $ 946,355 $ 205,321

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

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

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

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

Cash dividends declared ($ 4.50 per common share)

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

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

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

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

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

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

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

8 unchanged sentences

Stock-based compensation — — 18,450 — — — — 18,450 — 18,450 —

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

Balances at June 30, 2026 6,622,622 $ 124 $ 1,355,079 $ 359,970 $ 234 5,767,657 $ ( 770,128 ) $ 945,279 $ 1,076 $ 946,355 $ 205,321

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

17 unchanged sentences

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

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

Operating results for the six months ended June 30, 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").

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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.

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

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

Recent Accounting Pronouncements

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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.

4 unchanged sentences

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.

Incentive fees are recognized on certain management contracts when performance hurdles or other specified criteria are achieved upon completion of each contractually determined measurement period and are not subject to clawback.

Investment Management Fees by Source

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

5 unchanged sentences

Total investment management fees $ 170,850 $ 179,476 $ 339,983 $ 365,567

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.

On March 1, 2026, the Company 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 initial 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 a fair value estimate of $ 21.3 million in contingent consideration related to potential earn-out payments of a maximum of $ 75.0 million that are 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 .

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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

Revenues and earnings of Keystone subsequent to the closing date of the Acquisition of March 1, 2026 for the three and four months ended June 30, 2026 were as follows:

(in thousands) Three Months Ended

June 30, 2026 Four Months Ended

June 30, 2026

Total revenues $ 13,812 $ 19,098

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

Net Income (Loss) (1) $ ( 2,277 ) $ ( 2,517 )

(1) Includes $ 7.3 million and $ 9.8 million of amortization expense in the three and four month periods, respectively, related to the identifiable intangible assets acquired.

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.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

1 unchanged sentence

Net Income (Loss) Attributable to Common Stockholders $ 46,325 $ 38,306 $ 56,302 $ 54,290

For the three and six months ended June 30, 2026, the Company incurred $ 0.3 million and $ 5.9 million, respectively, 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.

Goodwill and Intangible Assets, Net

3 unchanged sentences

Additions 243,693

Balance at March 31, 2026 $ 640,791

Balance at June 30, 2026 $ 640,791

Below is a summary of intangible assets, net:

4 unchanged sentences

Intangible amortization — ( 35,231 ) ( 35,231 ) — ( 35,231 )

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

Balances at June 30, 2026 $ 1,117,021 $ ( 560,141 ) $ 556,880 $ 42,298 $ 599,178

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

5 unchanged sentences

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,

The Company's investments, excluding the assets of consolidated investment products ("CIP") discussed in Note 15, at June 30, 2026 and December 31, 2025 were as follows:

(in thousands) June 30,

2026 December 31, 2025

7 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands) Cost Fair Value Cost Fair Value

4 unchanged sentences

Total investment securities - fair value $ 45,356 $ 49,700 $ 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.

For the three and six months ended June 30, 2026, the Company recognized net realized gains of $ 1.3 million and $ 3.3 million, respectively, related to its investment securities - fair value.

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

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

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 June 30, 2026 and December 31, 2025 by fair value hierarchy level were as follows:

June 30, 2026

(in thousands) Level 1 Level 2 Level 3 Total

37 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

1 unchanged sentence

Additions for acquisition — — 109,420 —

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

Adjustments for payments 760 — ( 11,525 ) ( 13,086 )

Increase (reduction) of liability related to re-measurement of fair value ( 4,407 ) ( 3,014 ) ( 3,998 ) ( 3,014 )

Contingent consideration, end of period $ 114,697 $ 20,000 $ 114,697 $ 20,000

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 contingent consideration liability as of June 30, 2026 was comprised of the following:

▪ Keystone Acquisition liability as of June 30, 2026 was $ 103.4 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 6.14 % - 6.30 %) and the market price of risk adjustment ( 5.80 %).

▪ 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 %).

▪ NFJ Group transaction liability as of June 30, 2026 was $ 11.3 million measured using an options pricing model valuation technique.

The most significant unobservable inputs used relate to the revenue growth rates, discount rates ( 6.15 %) and the market price of risk adjustment ( 6.20 %).

Cash, accounts receivable, accounts payable and accrued liabilities equal or approximate fair value based on the short-term nature of these instruments.

1 unchanged sentence

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.

On May 20, 2026, the Company declared a quarterly cash dividend of $ 2.40 per common share to be paid on August 14, 2026 to shareholders of record at the close of business on July 31, 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.

During the three and six months ended June 30, 2026, the Company repurchased 70,097 and 143,560 common shares, respectively, under its share repurchase program at a weighted average price of $ 142.63 and $ 139.28 per share, respectively, for a total cost, including fees and expenses, of $ 10.5 million and $ 20.5 million, respectively.

As of June 30, 2026, 662,388 shares remained available for repurchase.

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

2 unchanged sentences

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

At March 31, 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.

At June 30, 2026, 472,441 shares of common stock remained available for issuance of the 3,825,000 shares that are authorized for issuance under the Omnibus Plan.

Stock-based compensation expense is summarized as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended

(in thousands) 2026 2025 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 three months ended March 31, 2026 is summarized as follows:

RSU activity, inclusive of PSUs, for the six months ended June 30, 2026 is summarized as follows:

of Shares Weighted Average

3 unchanged sentences

Settled ( 109,068 ) $ 184.37

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.

Outstanding at June 30, 2026 439,349 $ 156.34

For the six months ended June 30, 2026 and 2025, a total of 43,483 and 40,064 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 $ 5.5 million and $ 7.0 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.

During the six months ended June 30, 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.

1 unchanged sentence

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

As of March 31, 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.

As of June 30, 2026, unamortized stock-based compensation expense for unvested RSUs and PSUs was $ 42.4 million with a weighted-average remaining contractual life of 1.6 years.

Earnings (Loss) Per Share

4 unchanged sentences

The computation of basic and diluted EPS is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended

(in thousands, except per share amounts) 2026 2025 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 March 31,

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

(in thousands) 2026 2025 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 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.

federal, state and local taxes at an estimated effective tax rate of 23.5 % and 25.9 % for the six months ended June 30, 2026 and 2025, respectively.

The lower estimated effective tax rate for the six months ended June 30, 2026 was primarily due to a change in valuation allowances in the current year related to the tax effects of higher realized and unrealized gains on Company investments compared to the prior year and the rate impact of lower pre-tax income.

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.

The Company borrowed $ 50.0 million under the Revolver during the six months ended June 30, 2026.

During the six months ended June 30, 2026, the Company repaid $ 20.0 million and $ 2.0 million outstanding under the Revolver and Term Loan, respectively.

At June 30, 2026, the Company had $ 30.0 million and $ 397.0 million outstanding under the Revolver and Term Loan, respectively.

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.

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.

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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

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.

Minority interests held in majority-owned investment management subsidiaries are subject to certain redemption provisions which may consist of holder put and company call rights and/or other conditional and unconditional redemption features.

The rights are exercisable at pre-established intervals or upon certain conditions, such as death, disability or retirement and are redeemable at a pre-established fixed redemption price during a discrete period or pre-established multiples of earnings before interest, taxes, depreciation and amortization.

These redemption provisions 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

Minority interests held in majority-owned investment management subsidiaries that are subject to conditional or contingent redemption provisions are classified as mezzanine equity within redeemable noncontrolling interests on the Company's Consolidated Balance Sheets and recorded at estimated redemption value, 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 six months ended June 30, 2026 included the following amounts:

Redeemable Noncontrolling Interests

(in thousands) CIP Investment Managers Total

5 unchanged sentences

Net subscriptions (redemptions) and other 464 ( 487 ) ( 23 )

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

Balances at June 30, 2026 $ 77,981 $ 127,340 $ 205,321

(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.

Minority interests held in a majority-owned investment management subsidiary that are subject to unconditional redemption provisions 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).

The balance as of June 30, 2026 was $ 152.5 million primarily attributable to the Keystone acquisition (see Note 4).

Equity awards of majority owned investment management subsidiary

4 unchanged sentences

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

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.

The liability associated with these awards was $ 12.2 million and $ 14.4 million at June 30, 2026 and December 31, 2025, respectively.

Compensation expense related to these awards totaled $( 1.2 ) million and $( 0.8 ) million for the six months ended June 30, 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.

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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.

CIP includes both VOEs, made up primarily of ETFs and U.S.

retail funds 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:

March 31, 2026 December 31, 2025

The Company has no right to the benefits from, and does not bear the risks associated with, these investment products beyond the Company's investment 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 June 30, 2026 and December 31, 2025:

June 30, 2026 December 31, 2025

VOEs VIEs VOEs VIEs

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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.

At June 30, 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.

The CLOs held investments of $ 2.4 billion at June 30, 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.

The CLOs held notes payable with a total value, at par, of $ 2.6 billion at June 30, 2026, consisting of senior secured floating rate notes payable with a par value of $ 2.3 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.

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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:

(in thousands)

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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

Six Months Ended June 30, 2026

(in thousands)

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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

Six Months Ended June 30, 2026

(in thousands)

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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

The assets and liabilities of CIP measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 by fair value hierarchy level were as follows:

As of June 30, 2026

(in thousands) Level 1 Level 2 Level 3 Total

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Equity investments 55,016 186 145 55,347

Derivatives 756 119 — 875

Total assets measured at fair value $ 159,510 $ 2,506,158 $ 27,317 $ 2,692,985

Notes payable $ — $ 2,311,391 $ — $ 2,311,391

Derivatives 319 125 — 444

Total liabilities measured at fair value $ 319 $ 2,311,516 $ — $ 2,311,835

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Notes payable $ — $ 2,359,828 $ — $ 2,359,828

Short sales 225 — — 225

Derivatives 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.

Level 1 assets represent cash investments in money market funds, debt and equity investments, and derivatives (futures) 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), certain equity securities (including non-U.S.

securities), and derivatives (forwards and swaps), for which closing prices are not readily available or are deemed to not reflect readily available market prices, and are valued using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) by 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.

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 utilizing matrix pricing models that consider information regarding securities with similar characteristics.

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.

These securities are valued using significant unobservable inputs and may be based on an internal valuation committees’ own assumptions in determining fair value or unadjusted prices from an independent pricing service.

Level 1 liabilities consist of derivatives (short sales and futures).

These liabilities 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 primarily 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.

The securities purchased payable at June 30, 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:

Three Months Ended

Six Months Ended

(in thousands)

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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.

At June 30, 2026, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $ 64.8 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