Business Context and Reporting Period
Company: VIRTUS INVESTMENT PARTNERS, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: April 17, 2026
Subject: Regulation FD Disclosure regarding a revision to the definitions of certain non-GAAP financial measures.
Key Financial Metrics
This filing does not report specific revenue, profit, cash flow, margin, debt, or liquidity figures for the current period. The document focuses exclusively on the methodology for calculating non-GAAP measures. The filing notes that the revision will impact the calculation of:
- Non-GAAP effective tax rate
- Earnings per share - diluted, as adjusted
- Tax expense, as adjusted
- Net income attributable to common stockholders, as adjusted
The filing explicitly states that the revision will not impact revenues, as adjusted; operating expenses, as adjusted; operating income, as adjusted; or operating margin, as adjusted.
Material Changes Versus Prior Period
The primary material change is a modification to the Company's non-GAAP financial measure definitions, effective with the release of first-quarter 2026 results. The specific change involves:
- Inclusion of Tax Benefits: The Company will now include tax benefits realized on the amortization of goodwill and intangible assets in its non-GAAP measures. Previously, these amounts were excluded.
- Rationale: Management believes this change better reflects underlying financial performance due to the meaningful tax benefits generated by intangible tax assets from numerous acquisitions over several years.
- Historical Reconciliation: The Company is providing reconciliations for the first quarter of 2024 through the fourth quarter of 2025, as well as full-year 2024 and 2025, to align historical data with the new presentation. This does not restate prior periodic filings.
Guidance, Outlook, and Management Commentary
Management Commentary: The Company utilizes non-GAAP measures to evaluate financial performance, support operational and capital structure decisions, and determine incentive compensation. Management asserts that including the tax benefits from goodwill and intangible asset amortization aids in comparing operating results with other asset management firms that have not engaged in acquisitions and facilitates period-over-period comparisons.
Limitations: The filing reiterates that non-GAAP measures have material limitations, are not audited, and should not be viewed as a substitute for U.S. GAAP measures. Definitions may differ from those used by other companies.
Exclusions in Adjusted Net Income: The filing details items excluded from "Net income attributable to common stockholders, as adjusted," including:
- Goodwill and intangible asset amortization/impairment (and associated tax benefits).
- Restructuring expenses (lease abandonment, severance).
- Deferred compensation and related investment gains/losses.
- Acquisition and integration expenses.
- Seed capital and CLO investment gains/losses.
- Other unusual or infrequent items (e.g., uncertain tax positions, debt extinguishment gains).
Investor Verification Checklist
- Verify the specific dollar impact of the newly included tax benefits on the Q1 2026 non-GAAP earnings per share and effective tax rate when the earnings release is published.
- Review Exhibit 99.1 (Reconciliation Information) attached to the filing to compare the revised historical non-GAAP figures against previously reported numbers for 2024 and 2025.
- Confirm that the revision does not alter the reported GAAP financial results, as the filing states it only affects non-GAAP presentations.
- Assess how the inclusion of these tax benefits aligns with the reporting standards of peer asset management firms to ensure comparability.