Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and the related notes to the consolidated financial statements included in Item 1 of Part I of this Form 10-Q. This discussion contains forward-looking statements and actual results may differ materially from those contained in or implied by any forward-looking statements. See "Forward-Looking Statements" in this report.

Overview

VistaOne, L.P. (the "Fund") was formed on September 30, 2024, as a Delaware limited partnership exempt from registration under Section 3(c)(7) of the Investment Company Act of 1940, as amended ("1940 Act"). The Fund commenced investment operations on April 1, 2025.

The Fund is structured as a perpetual-life vehicle, with monthly, fully funded subscriptions and a quarterly repurchase program. Vista Equity Partners Management, LLC ("Vista") established the Fund to provide eligible individual investors with access to Vista's private equity platform. The Fund is designed to invest across all of Vista's private equity strategies, which are focused on sourcing, acquiring and operating software companies across the spectrum of the "Small Cap", "Mid Cap" and "Large Cap" opportunity set. As of June 30, 2026, Vista has a controlling interest in a majority of the Portfolio Companies the Fund invests in, but the Fund does not have a controlling interest in any Portfolio Company.

The Fund's investment objective is to acquire interests in enterprise software, data, and technology-enabled solutions companies ("Portfolio Company Investments") with value creation potential, to deliver medium-to-long-term capital appreciation. Vista's singular focus on enterprise software companies across a broad range of maturity enables us to develop an adaptable, analytical growth approach. The Fund leverages Vista's operational and investment capabilities to seek to transform target companies into profitable, growth-oriented businesses with predictable cash flows. In doing so, the Fund aims to provide investors with the ability to allocate into a private equity alternative that benefits from Vista's sector-focused approach.

The Fund targets an allocation of up to 25% of its net asset value in debt and other type of liquid securities, such as, but not limited to, U.S. Treasury securities, U.S. government agency securities, money market funds, public equities, debt securities, or shares and/or units of exchange traded funds, to provide a potential source of liquidity and facilitate deployment of capital. These types of debt and other liquid securities may exceed 25% of the Fund's assets at any given time due to factors including a large inflow of capital over a short period of time, an increase in anticipated cash requirements, pending the deployment of subscription monies in investments, or for other reasons as the General Partner determines.

The Fund conducts or conducted (as applicable to the class of units) a continuous private offering of its Class A-B, Class B, Class A-D, Class D, Class A-I, Class I, Class A-S, Class S and Class R limited partnership units (the "Units") (as applicable) on a monthly basis in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), including Section 4(a)(2) thereof and Regulation D and Regulation S thereunder, to investors that are both (a) accredited investors (as defined in Regulation D of the 1933 Act) and (b) qualified purchasers (as defined in the 1940 Act and rules thereunder).

Business Environment and Outlook

Changes in macroeconomic conditions and regulatory policies can materially affect the values of the Fund's Portfolio Company Investments, the Manager's ability to source attractive Portfolio Company Investments and the Manager's ability to deploy Fund capital. Notwithstanding these conditions, management believes the Fund's strategy and Vista's operational focus on enterprise software companies may enable differentiation from public markets and drive greater growth potential relative to other less operationally-focused managers.

During the three months ended June 30, 2026, inflation rose as the U.S. Consumer Price Index ("CPI") increased from 3.3% year-over-year in March 2026 to 4.2% in May 2026, its highest level in three years, before easing to 3.5% in June 2026. The increase was driven primarily by higher energy prices stemming from the Middle Eastern conflict. The Federal Reserve held the federal funds rate steady at 3.50%-3.75% at meetings in April and June 2026. The labor market showed signs of cooling as the quarter progressed, with job growth slowing by June following stronger gains earlier in the quarter, while the unemployment rate remained in the 4.2% to 4.3% range.

U.S. equity markets demonstrated resilience during the second quarter of 2026, supported by an easing of tensions related to the Middle Eastern conflict and a recovery in technology sector sentiment following artificial intelligence ("AI") related volatility in the first quarter. The S&P 500 delivered a total return of 15.2% for the second quarter. In early August 2026, the S&P 500 closed above 7,700 for the first time, supported by strong corporate earnings and continued optimism around a resolution to the Middle Eastern conflict.

First-quarter earnings, reported through May, offered evidence that the software sector's AI transition is beginning to produce tangible results. Case studies emerged of companies that demonstrated AI-driven revenue and capabilities were rewarded by the market - re-rating higher and outpacing both the broader software sector and equity markets more broadly. Even so, volatility in public software markets continues to reflect a period of transition for the sector, and management believes enterprise adoption of AI will play out over an extended cycle rather than resolve in the near term. Management believes incumbent enterprise software providers remain well positioned to capture the value of agentic AI.

Public market valuations of comparable software companies represent an important input into the Fund's valuation methodologies. Material and sustained increases or decreases in public software company trading multiples for comparable software companies, which may or may not move with broader market sentiment or public indexes, or in transaction multiples observed in private market activity could result in adjustments to Portfolio Company Investments fair values. Management continues to actively monitor public and private market developments and engage with portfolio companies on strategic positioning and AI transformation and value creation initiatives.

However, sustained volatility, regulatory policies and general market events, including those that affect enterprise software or AI, could impact the Fund and its operating results.

Recent Developments

As of June 30, 2026, the Fund has issued Units for total subscriptions of $1,532 million since inception, of which $234.0 million was issued during the three months ended June 30, 2026. Subsequent to June 30, 2026, the Fund issued Units for an additional $42.2 million in connection with the closing as of July 1, 2026.

As of June 30, 2026, the Fund's portfolio consists of 23 Portfolio Company Investments, with an aggregate fair value of $1,605 million.

In July 2026, the Fund paid down $30 million of the outstanding $70 million principal on its credit facility as of June 30, 2026, plus interest. See Note 6. Line of Credit to the consolidated financial statements included in Part I. Item 1. Financial Statements in this report for additional information on the revolving credit agreement.

On February 4, 2026, an affiliate of Vista acquired interests in SambaNova Systems, Inc. ("SambaNova") Series E-1 Preferred Stock (the "Interests"), as co-lead investor alongside Cambium Capital and other unaffiliated investors. In July 2026, in accordance with the terms of the Fund's limited partnership agreement and applicable Fund policies, Vista approved the transfer of up to $30.0 million of such Interests from Vista to the Fund and VistaOne Lux. While the Fund and VistaOne Lux have substantially similar investment objectives and strategies and are expected to have highly overlapping investment portfolios, the Fund and VistaOne Lux are operated as distinct investment structures. The Fund expects to acquire its allocation of such Interests at Vista's cost in multiple tranches during the remainder of 2026. The Fund has no obligation to acquire any of the Interests, and the amount, if any, and timing of Interests acquired in each tranche is subject to approval from the Fund's Investment Committee, which evaluates factors such as the Fund's liquidity position and business and market conditions at the time of each proposed acquisition. Based on the most recent shares outstanding data available, which is as of May 31, 2026, Vista, certain of its affiliates and certain Vista personnel, including Vista's Chairman and Chief Executive Officer, and Chairman of the Fund, held directly or indirectly less than 1% of the total outstanding equity in SambaNova. Vista and certain of its affiliates also participated in SambaNova's Series F Preferred Stock issuance, which was completed on July 1, 2026.

Performance Summary

Since inception in April 2025, the Fund has delivered positive performance across all classes of Units outstanding:

Investment Portfolio

As of June 30, 2026, the Fund's top 10 Portfolio Company Investments, based on fair value and listed in alphabetical order, were:

The charts below present the classification of the Fund's composition of Portfolio Company Investments by size, geography and end market exposure based on the fair value of the Portfolio Company Investments as of June 30, 2026:

Results of Operations

From September 30, 2024, the Fund's date of formation, through March 31, 2025, the Fund had not commenced investment operations. On December 20, 2024, the Fund received its initial seed capital from the General Partner and on April 1, 2025, the Fund initially accepted subscriptions for Units by unaffiliated investors and commenced investment operations. The Fund's key financial measures and results of operations are discussed below.

Investment Income, Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation) on Investments

The Fund generates investment income primarily from its Portfolio Company Investments, including net realized gains and losses and net unrealized appreciation and depreciation on investments, and interest income from its investments in money market funds. Realized gains or losses are measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

For the three and six months ended June 30, 2026 and June 30, 2025, the Fund did not dispose of any investments and did not recognize any realized gain or loss. The Fund recorded a net change in unrealized appreciation on investments for the three and six months ended June 30, 2026 of $60.3 million and $42.1 million, respectively. For the three and six months ended June 30, 2025, the Fund recorded a net change in unrealized appreciation on investments of $47.2 million. A portion of the net change in unrealized depreciation on investments is attributable to investments acquired throughout the three and six months ended June 30, 2026 and June 30, 2025 at cost or at cost plus a financing fee from Vista or its affiliates and subsequently fair valued as of period end. Excluding these transactions, the net change in unrealized appreciation on investments would be lower and may not be indicative of future performance.

Vista and its affiliates initially acquired the Portfolio Companies up to 30 months prior to the Fund's acquisition and did not recognize a gain on sale of investments for these transactions beyond any financing fee received.

For the three and six months ended June 30, 2026, the Fund generated $1.7 million and $4.4 million, respectively, of interest income from its investments in money market funds. For the comparable periods in 2025, interest income decreased by $0.4 million for the three month period and increased $2.3 million for the six month period, driven by relative capital activity and corresponding cash balances.

Expenses

For the three and six months ended June 30, 2026, the Fund incurred $8.7 million and $15.4 million in gross expenses, respectively, a decrease of $11.8 million and $5.1 million, respectively, as compared to the three and six months ended June 30, 2025. The decrease is primarily resulting from a decrease in Performance Participation Allocation, a decrease in Organizational Expenses, offset by an increase in Management Fees.

Performance Participation Allocation for the three and six months ended June 30, 2026 decreased $6.2 million compared to the corresponding periods in 2025. The Performance Participation Allocation for both the three and six months ended June 30, 2026 was generated entirely by the Class B, Class I, Class S and Class R Units, which commenced operations on April 1, 2026 and had surpassed their annual hurdle as of June 30, 2026. The Anchor Units were impacted by the net unrealized depreciation on investments recognized during the three months ended March 31, 2026 and had not surpassed their annual hurdle as of June 30, 2026. For the three and six months ended June 30, 2025, the Anchor Units had surpassed their annual hurdle.

Organizational Expenses decreased $7.8 million for both the three and six months ended June 30, 2026 compared to both the three and six months ended June 30, 2025. Organizational Expenses represent costs the Fund incurred prior to commencement of principal operations which were recognized by the Fund on April 1, 2025 at the time it began investment operations.

For the three and six months ended June 30, 2026, the Fund had $3.3 million and $5.8 million, respectively, of gross Management Fees, an increase of $2.4 million and $5.0 million, respectively, compared to $0.8 million for the three and six months ended June 30, 2025. The increase is primarily due to an increase in Transactional NAV (as defined below). Management Fees were waived in full for the three and six months ended June 30, 2025, while no Management Fees were waived for the three and six months ended June 30, 2026. For definitions and a discussion of the Management Fee and Performance Participation Allocation, see Note 4. Related Party Transactions to the consolidated financial statements included in Part I. Item 1. Financial Statements in this report.

VEPF Management, L.P. (the "Manager") has agreed to the Expense Support (as defined within Note 4. Related Party Transactions to the consolidated financial statements included in Part I. Item 1. Financial Statements in this report) ("Note 4"), on behalf of the Fund through March 31, 2026. The Fund will reimburse the Manager for such Expense Support over the 60-month reimbursement period beginning April 1, 2027 on a monthly basis in an amount and to the extent that such reimbursement does not cause the Fund's annualized Specified Expenses (as defined in Note 4 and inclusive of any reimbursement) as of the end of such calendar month to exceed 0.75% of the Fund's Transactional NAV (as defined below) attributable to the Investor Units and Class E

Units as of the end of such calendar month. Refer to Note 4. Related Party Transactions to the consolidated financial statements included in Part I. Item 1. Financial Statements in this report for additional information on the expense reimbursement.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three and six months ended June 30, 2026, the net increase in net assets resulting from operations was $53.3 million and $31.2 million, respectively, resulting primarily from an unrealized appreciation on investments of $60.3 million and $42.1 million, respectively. Compared to the three and six months ended June 30, 2025, the net increase in net assets resulting from operations increased $23.7 million and $1.6 million, respectively, due to a reduction in net investment loss driven mainly by a decline in Organizational Expenses. For the three and six months ended June 30, 2026, the net increase in net assets resulting from operations is composed of $52.3 million and $30.7 million attributable to Fund unitholders, respectively, and $1.0 million and $0.4 million, respectively, attributable to General Partner redeemable non-controlling interests in consolidated entities.

Effective January 1, 2026, the General Partner satisfied the Performance Participation Allocation accrual as of December 31, 2025 by electing to receive redeemable non-controlling interests in Lower Funds that are consolidated into the Fund. The General Partner's redeemable non-controlling interests in consolidated entities are initially recorded at their original issuance price and are subsequently allocated their proportionate share of the underlying profits or losses. The interests owned by the General Partner may be redeemed at the General Partner's request. It is currently the intent of the General Partner to retain such interests until a significant realization event occurs at the Fund, though the General Partner retains the right to redeem all or a portion of its interests at its discretion.

Financial Condition, Liquidity and Capital Resources

The Fund generates cash primarily from the net proceeds of its continuous offering of Units, cash flows from operations and proceeds from net borrowings on its credit facility. The Fund believes that cash provided by such means will be sufficient to satisfy its anticipated cash requirements for the next twelve months and foreseeable future. The primary use of the Fund's cash and cash equivalents are for acquiring Portfolio Company Investments, funding the cost of its operations, including the Management Fee and Performance Participation Allocation, to the extent paid in cash, periodic repurchases under the Fund's repurchase program and cash distributions (if any) to unitholders, to the extent declared by the General Partner.

As of June 30, 2026, the Fund had $176.8 million in cash and cash equivalents, which includes $175.3 million of investments in money market funds. The decrease of $192.5 million in cash and cash equivalents as compared to $369.3 million as of December 31, 2025 is primarily driven by $582.2 million in acquisitions of Portfolio Company Investments during the six months ended June 30, 2026, offset by net proceeds from the continuous offering of Units and the outstanding cash balance under the revolving credit facility.

As of June 30, 2026, debt financing available to the Fund consisted of a revolving credit facility. The Fund had $70.0 million in aggregate principal of debt outstanding as of June 30, 2026 and $75.0 million of additional available borrowing capacity as of June 30, 2026. As of June 30, 2026, the Fund was in compliance with all financial covenants under the credit facility. The Fund may continue, from time to time, to increase the size of the existing credit facility, enter into additional credit facilities or issue other forms of debt. Any such incurrence or issuance would be subject to prevailing market conditions, the Fund's liquidity requirements, contractual restrictions and other factors. The Fund had no indebtedness as of December 31, 2025.

The Fund has adopted a unit repurchase program, whereby on a quarterly basis, unitholders may request that the Fund repurchases all or any portion of their Units. Due to the illiquid nature of the Fund's Portfolio Company Investments, it may not have sufficient liquid resources to fund repurchase requests. In addition, the Fund has established limitations on the amount of funds it may use for repurchases during any calendar quarter.

There may be quarters in which the Fund does not repurchase Units, and it is possible that the Fund will not repurchase Units at all for an extended period. The applicable quarterly unit repurchase limit, repurchase price and early repurchase deduction are calculated based on the Transactional NAV (as defined below).

During the three and six months ended June 30, 2026, the Fund repurchased 834,785 Units of Class A-B Units, pursuant to its repurchase program, at an average price per Unit of $30.48.

During the three and six months ended June 30, 2026, the Fund repurchased 385,642 Units of Class A-D Units, pursuant to its repurchase program, at an average price per Unit of $30.56.

During the three and six months ended June 30, 2026, the Fund repurchased 90,349 and 100,178 Units of Class A-I Units, respectively, including through the Feeder's investment in the Fund, pursuant to its repurchase program, at an average price per Unit of $30.63 and $30.81, respectively.

During the three and six months ended June 30, 2026, the Fund repurchased 227,944 Units of Class A-S Units, pursuant to its repurchase program, at an average price per Unit of $30.38.

The Fund did not repurchase any Units under its unit repurchase program during the three or six months ended June 30, 2025.

Contractual Obligations and Commitments

For contractual obligations and commitments extending beyond June 30, 2026, see Note 7. Commitments and Contingencies to the consolidated financial statements included in Part I. Item 1. Financial Statements in this report.

Transactional Net Asset Value

The Fund calculates net asset value by deducting all accrued fees, expenses and other liabilities of the Fund from the fair value of investments, determined in accordance with valuation policies and procedures approved by the Fund's General Partner, and other assets and receivables held by the Fund. The Fund's transactional net asset value ("Transactional NAV") is calculated for purposes of establishing the price at which subscriptions and repurchases of the Fund's Units are made. Transactional NAV per Unit differs from the Fund's net asset value per Unit for financial reporting purposes as determined in accordance with accounting principles generally accepted in the United States of America ("GAAP NAV").

The following table provides details of the major components of the Fund's Transactional NAV as of June 30, 2026(1):

The following table provides details of Unitholder Transactional NAV and the Transactional NAV per Unit by class as of June 30, 2026(1):

Reconciliation of GAAP NAV to Transactional NAV

The following table reconciles the Fund's Unitholder GAAP NAV to Unitholder Transactional NAV as of June 30, 2026(1):

Critical Accounting Policies and Estimates

The consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements relies on estimates and assumptions that impact the Fund's financial position and results of operations. Please refer to Note 2. Summary of Significant Accounting Policies and Note 3. Investment Valuation and Fair Value Measurement to the consolidated financial statements included in Part I. Item 1. Financial Statements in this report for further discussion of the Fund's accounting policies.

The following is a summary of the Fund's significant accounting policies that are most impacted by judgments, estimates or assumptions.

Fair Value Measurements

The Fund's assessment of the significance of a particular input to the fair value measurement according to the fair value hierarchy (i.e., Level 1, 2 and 3 inputs, as defined) in its entirety requires judgment and considers factors specific to the financial instrument.

The methods used to estimate the fair value of the Fund's Portfolio Company Investments include industry-accepted valuation methodologies such as (i) the market approach (whereby fair value is derived by reference to observable valuation measures for comparable companies (e.g., multiplying a key performance metric of the investee company, such as EBITDA, by a relevant valuation multiple observed in the range of comparable companies or transactions) adjusted by the General Partner for differences between the investment and the referenced comparables) or (ii) the income approach (e.g., the discounted cash flow method that incorporates expected timing and level of cash flows, including assumptions in determining growth rates, income and expense projections, discount rates, capital structure, terminal values and other factors). Depending on the facts and circumstances associated with the investment, different methodologies may be used including option value, contingent claims or scenario analysis, probability weighted methods or recent rounds of financing. These valuation methodologies involve a significant degree of judgment. The indications of value derived from the methods used are evaluated and weighted, as appropriate considering the reasonableness of the range of value indicated by the methods. The fair value of a Portfolio Company Investment is the point within the range that the General Partner believes is most representative of fair value.

The Fund has established monthly procedures to determine the valuation of the Fund's Portfolio Company Investments. The results of all valuations of Portfolio Company Investments are reviewed by the VistaOne valuation sub-committee, which consists of key Fund personnel, a majority of which are control function representatives. Further, when making fair value determinations for assets that do not have a reliable readily available market price, the General Partner engages one or more independent valuation advisors to provide positive assurance (i.e. an affirmative conclusion) regarding the reasonableness of such valuations as of the relevant measurement date. The independent valuation advisor provides such positive assurance on a monthly basis throughout the year. Additionally, the independent valuation advisor provides a more detailed "range of value" analysis (i.e. an independently derived estimate of the low-to-high range within which fair value is considered reasonable) on a rolling basis throughout the year, such that the value of the Fund's Portfolio Company Investments may be estimated by an independent valuation advisor at different times during the year but that the independent valuation advisor provides a range of value on each Portfolio Company Investment at least once per year. From time to time and/or in lieu of a monthly positive assurance opinion, the General Partner may obtain a range of values conclusion from the independent valuation advisor and will mark each asset consistent with conclusions provided by the independent valuation advisor. However, the General Partner is ultimately responsible for determining the fair value of all applicable investments in good faith in accordance with the Fund's valuation policies and procedures.

Servicing Fees

The Fund pays participating brokers or other financial intermediaries a servicing fee in the amount of (a) 0.85% per annum of the aggregate Transactional NAV for the Class A-S and Class S Units as of the last day of each month, (b) 0.50% per annum of the aggregate Transactional NAV for the Class A-B and Class B Units as of the last day of each month and (c) 0.25% per annum of the aggregate Transactional NAV for the Class A-D and Class D Units as of the last day of each month, in each case, payable monthly. No servicing fee is payable for the Class A-I Units, Class I Units, Class R Units, Class E Units or Class V Units. In calculating the servicing fee, the Fund uses its Transactional NAV before giving effect to any accruals for the servicing fee, repurchases, if any, for that month and distributions payable on its Units.

Under GAAP, the Fund accrues the cost of the servicing fees for the estimated life of its Units as an offering cost at the time the Fund sells Class A-S, Class S, Class A-B, Class B, Class A-D and Class D Units. The calculation of the estimated amount of servicing fees to be paid in future periods includes significant judgments and estimates. These include estimating the life of the Units held by a unitholder at the time of subscription, making judgments regarding market expectations and assessing historical trends. As of June 30, 2026, the Fund has accrued servicing fees of $20.3 million.

Recent Accounting Developments

Information regarding recent accounting developments and their impact on the Fund, if any, can be found in Note 2. Summary of Significant Accounting Policies to the consolidated financial statements included in Part I. Item 1. Financial Statements in this report.