VRTS · Virtus Investment Partners, Inc.

Virtus Investment Partners, Inc. completed the acquisition of 56% of Keystone National Group, LLC, a Delaware limited liability company registered as an investment adviser specializing in asset-centric private credit, on March 1, 2026. This transaction expands Virtus's offerings into private markets with differentiated asset-backed lending capabilities. The total purchase price of $308.2 million comprises $198.8 million in cash at closing and $109.4 million in contingent consideration at fair value, consisting of $88.1 million deferred cash payments ($65.0 million on first anniversary, $30.0 million on second) and $21.3 million potential earn-out up to $75.0 million based on revenue retention and growth metrics. Under ASC 805, the purchase price allocation includes $307.0 million in definite-lived intangible assets and $246.0 million in goodwill, with final values subject to adjustment. Keystone's audited financials for the year ended December 31, 2025 show strong performance with $60.9 million in management fees revenue, $42.2 million net operating income, and $40.9 million net income, alongside a lean balance sheet of $9.9 million total assets including $4.7 million accounts receivable and $2.4 million operating lease right-of-use assets. Pro forma combined statements for 2025 reflect the acquisition as if completed January 1, 2025, showing combined revenues of $913.8 million and net income attributable to Virtus of $118.4 million, incorporating acquisition-related adjustments like amortization expense of $29.3 million annually and financing costs. The filing includes auditor consent from Richey, May & Co, LLP for SEC registration statement incorporation, completing prior 8-K disclosure requirements.