Virtus Investment Partners, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value VRTS New York Stock Exchange
• $200 million — of Keystone acquired at Closing is (a) $200 million in cash at the Closing, subject to adju
• $65 million — e Purchase Agreement, (b) an additional $65 million payable in cash on the first anniversar
• $30 million — rsary of the Closing, (c) an additional $30 million payable in cash on the second anniversa
• $75 million — he Closing, and (d) up to an additional $75 million of contingent consideration payable in

Filing Documents

• vrts-20251205.htm (8-K) — 39KB
• ex991virtus-investmentxp.htm (EX-99.1) — 12KB
• ex991virtus-investmentxp001.jpg (GRAPHIC) — 158KB
• ex991virtus-investmentxp002.jpg (GRAPHIC) — 182KB
• ex991virtus-investmentxp003.jpg (GRAPHIC) — 211KB
• ex991virtus-investmentxp004.jpg (GRAPHIC) — 36KB
• 0000883237-25-000131.txt ( ) — 982KB
• vrts-20251205.xsd (EX-101.SCH) — 2KB
• vrts-20251205_lab.xml (EX-101.LAB) — 21KB
• vrts-20251205_pre.xml (EX-101.PRE) — 12KB
• vrts-20251205_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Equity Purchase Agreement On December 5, 2025, Virtus Investment Partners, Inc. (the "Company"), through its wholly owned subsidiary Virtus Private Markets Holdings, LLC, a Delaware limited liability company, entered into an Equity Purchase Agreement (the "Purchase Agreement") with Keystone National Group, LLC, a Delaware limited liability company ("Keystone"), and Keystone's owners and beneficial owners, to acquire (i) 56% of the equity of Keystone at the closing ("Closing") of the Transaction (as defined below); and (ii) up to an additional 19% of the equity of Keystone through the exercise of put/call options, all upon the terms and conditions contained in the Purchase Agreement and related transaction documents (the "Transaction"). The purchase price payable by the Company for the equity of Keystone acquired at Closing is (a) $200 million in cash at the Closing, subject to adjustment as set forth in the Purchase Agreement, (b) an additional $65 million payable in cash on the first anniversary of the Closing, (c) an additional $30 million payable in cash on the second anniversary of the Closing, and (d) up to an additional $75 million of contingent consideration payable in cash over two to three years following the Closing subject to the achievement of specified Keystone revenue targets. The Purchase Agreement contains terms and conditions that are customary for a transaction of this type including, without limitation, representations, warranties, covenants, indemnification, escrow provisions, a guaranty and conditions to closing. Keystone is required, among other things, to conduct its business in the ordinary course consistent with past practice during the interim period between the execution of the Purchase Agreement and the Closing, subject to certain customary exceptions. The Purchase Agreement also contains customary termination rights for the Company and Keystone. Prior to the Closing, Keyston

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Attached as Exhibit 99.1 and incorporated by reference herein is a press release dated December 5, 2025 issued by the Company announcing the execution of the Purchase Agreement. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended ("Securities" Act"), whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. Cautionary Statements Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that are, or may be considered to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements that are not historical facts, including statements about the proposed Transaction, the anticipated timing of the Transaction and Closing and other statements about the Company's beliefs or expectations, are forward-looking statements. These statements may be identified by forward-looking terminology such as "expect," "estimate," "intent," "plan," "intend," "believe," "anticipate," "may," "will," "should," "could," "continue," "project," "opportunity," "predict," "would," "potential," "future," "forecast," "guarantee," "assume," "likely," "target" or similar statements or variations of such terms. Forward-looking statements speak only as of the date they are made and the Company assumes no duty to update forward looking statements, except as required by law. Actual

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed herewith: 99 .1 Press release of Virtus Investment Partners, Inc., dated December 5, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VIRTUS INVESTMENT PARTNERS, INC. Dated: December 5, 2025 By: /s/ Andra C. Purkalitis Name: Andra C. Purkalitis Title: Executive Vice President, Chief Legal Officer, General Counsel and Secretary

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