EX-99.2 4 virtus-keystoneproformaexa.htm EX-99.2 VRTS-KNG PROFORMA FINANCIAL STATEMENTS Document

Exhibit 99.2
Pro Forma Condensed Combined Financial Statements
(unaudited)

On March 1, 2026, Virtus Investment Partners, Inc. (the "Company" or "Virtus"), through its wholly owned subsidiary, Virtus Private Markets Holdings, LLC, completed the acquisition of 56% of the equity of Keystone National Group, LLC ("Keystone"), an investment manager specializing in asset-centric private credit (the "Acquisition"). The Acquisition expands the Company's offerings into private markets with the addition of a differentiated asset-backed lending capability. The total purchase price was $308.2 million: $198.8 million cash paid at closing, 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 following Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 combine the historical consolidated statements of operations of the Company and Keystone for those periods, and give effect to the Acquisition as if it had been consummated on January 1, 2025, the beginning of the full-year period presented. The following Unaudited Pro Forma Condensed Combined Balance Sheet combines the consolidated balance sheets of Virtus and Keystone, give effect to the Acquisition as if it had been consummated on December 31, 2025. Virtus and Keystone have the same fiscal year ends and, as such, no adjustments are necessary to align the reporting periods.

The Unaudited Pro Forma Condensed Combined Financial Statements were prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations, with the Company considered as the accounting acquirer and Keystone as the accounting acquiree. Accordingly, consideration paid by the Company to complete the Acquisition has been allocated to identifiable assets and liabilities of Keystone based on their estimated fair values as of the closing date of the Acquisition.

Assumptions and estimates underlying the unaudited adjustments to the unaudited pro forma condensed combined financial information (the "pro forma adjustments") are described in the accompanying notes. The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are: (1) directly attributable to the Acquisition; (2) factually supportable; and (3) with respect to the Unaudited Pro Forma Condensed Combined Statement of Operations, expected to have a continuing impact on the combined results following the Acquisition. The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Acquisition occurred on the date indicated. Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of the combined company following the Acquisition.

These Unaudited Pro Forma Condensed Combined Financial Statements have been derived from, and should be read in conjunction with:

The unaudited condensed consolidated financial statements of the Company as of and for the three-month period ended March 31, 2026, as contained in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on May 8, 2026.

The audited consolidated financial statements of the Company as of and for the year ended December 31, 2025, as contained in its Annual Report on Form 10-K filed with the SEC on February 27, 2026.

The audited financial statements of Keystone for the year ended December 31, 2025, filed as exhibit 99.1 to this Current Report on Form 8-K.

The Unaudited Pro Forma Condensed Combined Financial Statements do not reflect the costs of any integration activities, including any benefits that may result from the realization of future cost savings from operating efficiencies or revenue synergies expected to result from the Acquisition.





Virtus Investment Partners, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2025
Historical
($ in thousands)VirtusKeystone Acquisition Adjustments (1)NotesPro Forma Combined
Assets:
Cash and cash equivalents$386,483 $501 $(148,769) (a) $238,215 
Investments157,480 — — 157,480 
Accounts receivable, net102,733 4,677 — 107,410 
Assets of consolidated investment products ("CIP")— 
Cash and cash equivalents of CIP90,686 — — 90,686 
Cash pledged on deposit of CIP1,017 — — 1,017 
Investments of CIP2,633,352 — — 2,633,352 
Other assets of CIP40,620 — — 40,620 
Furniture, equipment and leasehold improvements, net21,891 — — 21,891 
Intangible assets, net327,409 — 307,000  (b) 634,409 
Goodwill397,098 — 246,019  (c) 643,117 
Deferred taxes, net18,578 — — 18,578 
Operating lease right-of-use assets75,166 2,241 (84) (d) 77,323 
Other assets38,687 2,437 (1,900) (e) 39,224 
Total assets$4,291,200 $9,856 $402,266 $4,703,322 
 Liabilities and Equity
Liabilities:
Accrued compensation and benefits$182,808 $— $— $182,808 
Accounts payable and accrued liabilities54,520 584 7,813  (f) 62,917 
Contingent consideration39,108 — 109,420  (g) 148,528 
Debt 389,957 — 50,000  (h) 439,957 
Operating lease liabilities93,225 2,257 (100) (d) 95,382 
Investment manager noncontrolling interests liability14,937 137,584  (i) 152,521 
Other liabilities20,821 — — 20,821 
Liabilities of CIP
Notes payable of CIP2,359,828 — — 2,359,828 
Securities purchased payable and other liabilities of CIP98,217 — — 98,217 
Total liabilities$3,253,421 2,841 304,717 3,560,979 
Commitments and Contingencies
Redeemable noncontrolling interests$102,934 — 104,564  (i) 207,498 
Equity:
Equity attributable to Virtus Investment Partners, Inc:
Common stock123 — — 123 
Members' equity7,015 (7,015) (j) — 
Additional paid-in capital1,342,153 — — 1,342,153 
Retained earnings (accumulated deficit)340,898 — — 340,898 
Accumulated other comprehensive income (loss)462 — — 462 
Treasury stock(749,593)— — (749,593)
Total equity attributable to stockholders934,043 7,015 (7,015)934,043 
Noncontrolling interests802 — — 802 
Total equity934,845 7,015 (7,015)934,845 
Total liabilities and equity$4,291,200 $9,856 $402,266 $4,703,322 
(1)    See Note 5 to the Unaudited Pro Forma Condensed Combined Financial Statements




Virtus Investment Partners, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
Three Months Ended March 31, 2026
Historical
($ in thousands, except per share data) Virtus KeystoneAcquisition Adjustments (1)NotesPro-Forma
 Combined
Revenues
Investment management fees$169,133 $10,461 $— $179,594 
Administration and shareholder service fees17,311 — — 17,311 
Distribution and service fees11,633 — — 11,633 
Other income and fees1,458 — — 1,458 
Total revenues199,535 10,461 — 209,996 
Operating Expenses
Employment expenses105,213 2,942 1,575  (k) 109,730 
Distribution and other asset-based expenses20,534 128 — 20,662 
Other operating expenses36,203 444 — 36,647 
Other operating expenses of consolidated investment products ("CIP")2,015 — — 2,015 
Change in fair value of contingent consideration409 — 845  (g) 1,254 
Restructuring expense2,871 — — 2,871 
Depreciation expense1,667 — — 1,667 
Amortization expense15,175 — 4,631  (b) 19,806 
Total operating expenses184,087 3,514 7,051 194,652 
Operating Income (Loss)15,448 6,947 (7,051)15,344 
Other Income (Expense)
Realized and unrealized gain (loss) on investments, net845 — — 845 
Realized and unrealized gain (loss) of CIP, net(14,344)— — (14,344)
Other income (expense), net623 — (1,291) (i)(668)
Total other income (expense), net(12,876)— (1,291)(14,167)
Interest Income (Expense)
Interest expense(6,765)— (480) (h) (7,245)
Interest and dividend income2,947 14 (853) (l)2,108 
Interest and dividend income of investments of CIP48,631 — — 48,631 
Interest expense of CIP(34,082)— — (34,082)
Total interest income (expense), net10,731 14 (1,333)9,412 
Income (Loss) Before Income Taxes13,303 6,961 (9,675)10,589 
Income tax expense (benefit)7,152 — (823) (m) 6,329 
Net Income (Loss)6,151 6,961 (8,852)4,260 
Noncontrolling interests974 — (590) (i) 384 
Net Income (Loss) Attributable to Virtus Investment Partners, Inc.$7,125 $6,961 $(9,442)$4,644 
Earnings (Loss) per Share-Basic$1.07 $0.69 
Earnings (Loss) per Share-Diluted$1.05 $0.68 
Weighted Average Shares Outstanding-Basic6,690 6,690 
Weighted Average Shares Outstanding-Diluted6,806 6,806 
(1)    See Note 5 to the Unaudited Pro Forma Condensed Combined Financial Statements




Virtus Investment Partners, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
Year Ended December 31, 2025
Historical
($ in thousands, except per share data) Virtus KeystoneReclassifications
(1)
NotesAcquisition Adjustments (2)NotesPro-Forma
 Combined
Revenues
Investment management fees$725,039 $60,915 $— $— $785,954 
Administration and shareholder service fees73,275 — — — 73,275 
Distribution and service fees49,579 — — — 49,579 
Other income and fees4,972 — — — 4,972 
Total revenues852,865 60,915 — — 913,780 
Operating Expenses
Employment expenses400,720 15,487 — 9,965 (k)426,172 
Distribution and other asset-based expenses89,047 627 — — 89,674 
Other operating expenses130,358 2,569 — — 132,927 
Other operating expenses of consolidated investment products ("CIP")5,812 — — — 5,812 
Change in fair value of contingent consideration(2,214)— — 5,197 (g)2,983 
Restructuring expense693 — — — 693 
Depreciation expense7,992 — — — 7,992 
Amortization expense51,777 — — 29,291 (b)81,068 
Total operating expenses684,185 18,683 — 44,453 747,321 
Operating Income (Loss)168,680 42,232 — (44,453)166,459 
Other Income (Expense)
Realized and unrealized gain (loss) on investments, net5,823 — — — 5,823 
Realized and unrealized gain (loss) of CIP, net(28,103)— — — (28,103)
Other income (expense), net3,473 571 (111)(1)(8,262)(i)(4,329)
Total other income (expense), net(18,807)571 (111)(8,262)(26,609)
Interest Income (Expense)
Interest expense(21,471)— — (2,882)(h)(24,353)
Interest and dividend income12,303 — 111 (1)(6,020)(l)6,394 
Interest and dividend income of investments of CIP187,452 — — — 187,452 
Interest expense of CIP(140,908)— — — (140,908)
Total interest income (expense), net37,376 — 111 (8,902)28,585 
Income (Loss) Before Income Taxes187,249 42,803 — (61,617)168,435 
Income tax expense (benefit)51,261 1,900 — (8,546)(m)44,615 
Net Income (Loss)135,988 40,903 — (53,071)123,820 
Noncontrolling interests2,408 — — (7,875)(i)(5,467)
Net Income (Loss) Attributable to Virtus Investment Partners, Inc.$138,396 $40,903 $— $(60,946)$118,353 
Earnings (Loss) per Share-Basic$20.27 $17.33 
Earnings (Loss) per Share-Diluted$19.97 $17.08 
Weighted Average Shares Outstanding-Basic6,829 6,829 
Weighted Average Shares Outstanding-Diluted6,929 6,929 
(1)    See Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements
(2)    See Note 5 to the Unaudited Pro Forma Condensed Combined Financial Statements



Virtus Investment Partners, Inc.
Notes To Pro Forma Condensed Combined Financial Statements
(Unaudited)


Note 1 - Description of the Acquisition

On March 1, 2026, Virtus Investment Partners, Inc. (the "Company" or "Virtus"), through its wholly owned subsidiary, Virtus Private Markets Holdings, LLC, completed the acquisition of 56% of the equity of Keystone National Group, LLC ("Keystone"), an investment manager specializing in asset-centric private credit (the "Acquisition"). 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 recorded at fair value, which represents payments of $65.0 million and $30.0 million to be paid on the first and second anniversaries of the Acquisition, respectively, and $21.3 million in contingent consideration recorded at fair value, which represents future 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 Financial Accounting Standards Board Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). 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 definite-lived intangible assets and goodwill of $307.0 and $243.7 million, respectively. The final fair value of the net assets acquired may result in adjustments to certain assets and liabilities, including goodwill.


Note 2 - Basis of Presentation

The Unaudited Pro Forma Condensed Combined Financial Statements are prepared in accordance with Article 11 of the Securities and Exchange Commission Regulation S-X. The historical financial information has been adjusted to give effect to the transactions that are (i) directly attributable to the Acquisition, (ii) factually supportable and (iii) with respect to the Unaudited Pro Forma Condensed Combined Statements of Operations, expected to have a continuing impact on the operating results of the combined company. The historical information of the Company and Keystone is presented in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), except that it does not contain all of the footnote disclosures normally required by U.S. GAAP.

The Unaudited Pro Forma Condensed Combined Financial Statements are based on the Company’s historical consolidated financial statements and the historical financial statements of Keystone as adjusted to give effect to the Acquisition. The Unaudited Pro Forma Condensed Combined Balance Sheet at December 31, 2025 gives effect to the Acquisition as if it had been consummated on that day. The Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, give effect to the Acquisition as if it had been consummated on January 1, 2025.

The transaction accounting adjustments for the Acquisition consist of those necessary to account for the Acquisition. The Unaudited Pro Forma Condensed Combined Financial Statements have been prepared using the acquisition method of accounting, which is based on ASC 805, and uses the fair value concepts defined in ASC 820, Fair Value Measurement. As the acquirer for accounting purposes, the Company has estimated the fair value of the assets acquired and liabilities assumed. The Unaudited Pro Forma Condensed Combined Financial Statements have been presented for illustrative purposes only and are not necessarily indicative of the financial condition or results of operations that would have been achieved had the Acquisition occurred on the dates indicated. Further, they do not purport to project the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

These Unaudited Pro Forma Condensed Combined Financial Statements should be read in conjunction with (i) the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements; (ii) the Company’s separate historical unaudited consolidated financial statements and the related notes included in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026; (iii) the Company’s separate historical audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025; (iv) Keystone's separate historical audited consolidated financial statements and related notes as of and for the year ended December 31, 2025, included in this Current Report on Form 8-K as Exhibit 99.1.





Note 3 - Reclassifications and Conforming Accounting Policies

The Unaudited Pro Forma Condensed Combined Statements of Operations reflect the following reclassification in order to conform the presentation of Keystone’s financial results to that of the Company:

(1)An adjustment to conform the presentation of interest income related to cash and cash equivalents from Other income (expense), net to Virtus' classification as Interest and dividend income.

At this time, the Company is not aware of any additional differences that would have a material impact on the Unaudited Pro Forma Condensed Combined Financial Statements.


Note 4 - Preliminary Purchase Price Allocation

Under the acquisition method of accounting, the total purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of the acquisition.

The Company, with the assistance of a third party valuation firm, has performed a preliminary valuation analysis of the fair market value of Keystone’s tangible and intangible assets and liabilities.

The table below represents a preliminary allocation of the total purchase price to Keystone’s tangible and intangible assets and liabilities as of December 31, 2025 based on the Company's preliminary estimate of their respective fair values (in thousands):
Assets acquired$7,872 
Identified intangible assets307,000 
Goodwill246,019 
Liabilities assumed(10,554)
Redeemable noncontrolling interests(104,564)
Investment manager noncontrolling interests liability(137,584)
Total consideration$308,189 

This preliminary purchase price allocation has been used to prepare pro forma adjustments in these Unaudited Pro Forma Condensed Combined Financial Statements. Any changes to the initial estimates of the fair value of assets and liabilities that are made within the measurement period, which will not exceed one year, will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.

Note 5 - Pro Forma Adjustments

The Unaudited Pro Forma Condensed Combined Statements of Operations do not include any material non-recurring charges that will arise in subsequent periods related to the Acquisition. In addition, the Unaudited Pro Forma Condensed Combined Financial Statements do not reflect the costs of any integration activities including any benefits that may result from realization of future cost savings from operating efficiencies or revenue synergies expected to result from the Acquisition. The Unaudited Pro Forma Condensed Combined Financial Statements reflect the following adjustments:
(a) Cash
Represents adjustments to cash to reflect cash receipts and payments related to the Acquisition, as follows (in thousands):
Receipts:
Proceeds from borrowings on existing credit facility$50,000 
Payments:
Cash consideration for acquisition(198,769)
Net pro forma adjustments to cash and cash equivalents$(148,769)

(b) Intangible Assets and Amortization Expense
The preliminary valuation analysis identified intangible assets consisting of investment contracts and trade names. The fair value



of acquired investment contracts, which was determined using the multi-period excess earnings method, was estimated at $292.0 million. The fair value of the acquired trademarks/trade names, which was determined using the relief from royalties method, was estimated at $15.0 million. The calculation of these fair values is preliminary and subject to change.

The following table summarizes the estimated fair values of Keystone’s identifiable intangible assets and their estimated useful lives and uses a straight-line method of amortization (in thousands):
Estimated
Fair Value
Estimated Useful
Life in Years
Three Months Ended
March 31, 2026
Year Ended
December 31, 2025
Investment management agreements$292,000 1 - 11$4,381 $27,791 
Trade name15,000 10250 1,500 
Total$307,000 $4,631 $29,291 

(c) Goodwill
Reflects an adjustment to record the estimated goodwill associated with the Acquisition of $246.0 million as shown in Note 4.

(d) Leases
Adjustment to existing Keystone operating leases to reflect impact of applying ASC 805 as a result of the Acquisition.

(e) Other Assets
Adjustment to other assets acquired to reflect impact of applying ASC 805 as a result of the Acquisition to certain employee notes.

(f) Accounts Payable and Accrued Liabilities
Reflects a liability for pre-closing Keystone equity distributions to be paid as part of the assets and liabilities assumed in accordance with the equity purchase agreement between Virtus and Keystone dated December 5, 2025 (the "Equity Purchase Agreement").

(g) Contingent Consideration
Represents an adjustment to reflect the $109.4 million in contingent consideration recorded at fair value. The contingent consideration consists of $88.1 million in deferred cash consideration recorded at fair value, which represents payments of $65.0 million and $30.0 million to be paid on the first and second anniversaries of the Acquisition, respectively, and $21.3 million in contingent consideration recorded 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. Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2026 and the year ended December 31, 2025 reflect the estimated fair value adjustments for each of the respective periods, primarily consisting of accretion from the passage of time.

(h) Debt and Interest Expense
In conjunction with the closing of the Acquisition, the Company borrowed $50.0 million under its existing credit facility to provide proceeds to complete the Acquisition, which is reflected as an adjustment to the Unaudited Pro Forma Condensed Combined Balance Sheet. The Unaudited Pro Forma Condensed Combined Statements of Operations reflect an adjustment to interest expense associated with the additional borrowing of $50.0 million, using an estimated borrowing rate of 5.9%, resulting in additional estimated interest expense of $0.5 million and $2.9 million for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

(i) Investment manager noncontrolling interests liability and redeemable noncontrolling interests
Represents the noncontrolling interests of Keystone consisting of equity units subject to holder put rights and Company call rights and conditional and unconditional redemption provisions depending on unit class. Noncontrolling interests with unconditional redemption provisions are classified as a liability while noncontrolling interests with conditional redemption provisions are classified as redeemable noncontrolling interests (see Note 4 to the Unaudited Pro Forma Condensed Combined Financial Statements).

This investment manager noncontrolling interests 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 Total other income (expense), net, along with any distributions earned and paid. Adjustments to the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and the year ended December 31, 2025 reflect estimated distributions for each period.




Redeemable noncontrolling interests are subsequently 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, as reflected in the following activity for the three months ended March 31, 2026 and the year ended December 31, 2025 (in thousands):
Three Months Ended
March 31, 2026
Year Ended
December 31, 2025
Balances, beginning of period$107,730 $104,564 
Net income (loss) and changes in redemption value590 7,875 
Distributions(1,570)(4,709)
Balances, end of period$106,750 $107,730 

(j) Stockholders' Equity
Represents the elimination of the equity balances of Keystone.

(k) Employment Expenses
To align annual incentive plans with that of the Company, the Keystone annual incentive plan was modified upon acquisition to align with the incentive plan outlined in the Equity Purchase Agreement. The impact of the modification to the annual incentive plan on the Unaudited Pro Forma Statement of Operations for the three months ended March 31, 2026 and the year ended December 31, 2025 was estimated at $1.6 million and $10.0 million, respectively.
(l) Interest and dividend income
Represents the estimated reduction in interest and dividend income resulting from lower average cash balances due to the cash consideration paid to complete the Acquisition.

(m) Income Taxes
Prior to the Acquisition, Keystone was not required to provide for income taxes as it was treated as a pass-through entity for U.S. federal and state income tax purposes. Federal and state income taxes were assessed at the owner level and each owner was liable for its own tax payments.

The Unaudited Pro Forma Condensed Combined Statement of Operations reflects an adjustment of $0.8 million and $8.5 million to income tax expense from continuing operations for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively, based on a statutory tax rate of 24.9%, as the Company will be subject to federal and state income taxes through its ownership of Keystone.