Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

January 5, 2024

Date of Report (date of earliest event reported)

VIRTUS INVESTMENT PARTNERS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-10994

26-3962811

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

One Financial Plaza

Hartford

06103

(Address of principal executive offices)

(Zip Code)

(800) 248-7971

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	VRTS	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 5, 2024, Virtus Investment Partners, Inc. (the “Company”) acting pursuant to authorization from its Board of Directors notified The Nasdaq Stock Market LLC (“Nasdaq”) of its intention to voluntarily withdraw the listing of its common stock, par value $0.01 per share (the “Common Stock”), from Nasdaq and transfer the listing to the New York Stock Exchange (the “NYSE”). The Company expects that listing of its Common Stock on Nasdaq will end at market close on January 16, 2024, and that the NYSE listing will occur at market open on January 17, 2024. The Common Stock has been approved for listing on NYSE, where it will continue to trade under its current symbol, “VRTS”.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by the Company announcing the transfer of the principal listing of the Common Stock to NYSE has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release dated January 5, 2024.

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:

January 5, 2024

By:

/s/ Andra C. Purkalitis

Name:

Andra C. Purkalitis

Title:

Executive Vice President, Chief Legal Officer, General Counsel and Secretary

News Release Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com Virtus Investment Partners to Transfer Listing of Common Stock To New York Stock Exchange HARTFORD, CT, January 5, 2024 – Virtus Investment Partners (NASDAQ: VRTS), which operates a multi-boutique asset management business, today announced that it is transferring the listing of its common stock to the New York Stock Exchange (NYSE) from the NASDAQ Global Select Market (NASDAQ). Virtus anticipates that its common stock, which will retain the ticker symbol “VRTS,” will begin trading on the NYSE at market open on Wednesday, January 17. The company’s common stock will continue to trade on NASDAQ until the close of the market on Tuesday, January 16. “We began 2024 by celebrating our 15th anniversary as an independent public company,” said George R. Aylward, president and chief executive officer of Virtus. “We are pleased to list on the NYSE, the world’s largest exchange and home to many of the nation’s leading financial institutions, as we continue to seek to provide long-term value for our shareholders.” Virtus, which had $165.5 billion in assets under management as of November 30, 2023, provides institutional and individual investors with differentiated investment strategies that are well diversified across asset classes and investment styles and available in institutional and retail separate accounts, open- and closed-end mutual funds, exchange-traded funds, global funds, collective investment trusts, and structured products. “We are thrilled to welcome Virtus Investment Partners to the New York Stock Exchange,” said John Tuttle, Vice Chair, NYSE Group. “As an NYSE-listed company, Virtus will join many of its peers and our community of iconic companies and leverage the membership value and visibility that our exchange uniquely provides.” About Virtus Investment Partners, Inc. Virtus Investment Partners is a distinctive partnership of boutique investment managers singularly committed to the long-term success of individual and institutional investors. We provide investment management products and services from our affiliated managers, each with a distinct Exhibit 99.1 Virtus Investment Partners - 2 Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com investment style and autonomous investment process, as well as select subadvisers. Investment solutions are available across multiple disciplines and product types to meet a wide array of investor needs. Additional information about our firm, investment partners, and strategies is available at virtus.com. Forward-Looking Information This press release contains statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about our beliefs or expectations, are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements may be identified by such forward-looking terminology as “expect,” “estimate,” “plan,” “intend,” “believe,” “anticipate,” “may,” “will,” “should,” “could,” “continue,” “project,” or similar statements or variations of such terms. Our forward-looking statements are based on a series of expectations, assumptions, and projections about our company, are not guarantees of future results or performance, and involve substantial risks and uncertainty, including assumptions and projections concerning our assets under management, cash inflows and outflows, operating cash flows, our ability to expand distribution and product offerings, and future credit facilities, for all forward periods. All of our forward-looking statements are as of the date of this release only. The company can give no assurance that such expectations or forward-looking statements will prove to be correct. Actual results may differ materially. # # # Contacts Sean Rourke, Investor Relations (860) 263-4709 sean.rourke@virtus.com Joe Fazzino, Media Relations (860) 263-4725 joe.fazzino@virtus.com

Cover Page Document	Jan. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 05, 2024
Entity Registrant Name	VIRTUS INVESTMENT PARTNERS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-10994
Entity Tax Identification Number	26-3962811
Entity Address, Address Line One	One Financial Plaza
Entity Address, City or Town	Hartford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06103
City Area Code	800
Local Phone Number	248-7971
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	VRTS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000883237
Amendment Flag	false