Victory Capital Holdings, Inc. (VCTR) SEC Filings

Victory Capital Holdings, Inc. (VCTR) agreed to acquire GC Ferry Holdings, Inc. (First Eagle) under an Agreement and Plan of Merger. The deal uses a two-step merger structure with two Fortify subsidiaries, after which Fortify Holdings 2, LLC will be the surviving entity.

At closing, Seller will receive a mix of cash, newly issued common shares equal to 4.9% of Victory’s outstanding common stock immediately after closing, and a new Series B Non-Voting Convertible Preferred Stock class. The final purchase price will be adjusted for First Eagle’s debt, cash, working capital, transaction expenses and for client consents relative to a 92.5% Base Revenue Run-Rate threshold, with additional post-closing and one-year client-consent true-ups.

Closing conditions include HSR Act clearance, other regulatory approvals, client consents representing at least 75% of Base Revenue Run-Rate, accuracy of representations, covenant performance and no Material Adverse Effect. Share issuance requires stockholder approval; if not obtained, equity to Seller is capped at 19.9% of pre-closing common shares and the balance is in a new cumulative perpetual preferred stock.

A shareholder agreement will give Seller/Genstar board nomination rights and participation rights, plus a three-year lock-up and a standstill limiting additional ownership to 4.9%, then 24.9% of voting securities thereafter. Financing is supported by commitments for a $3.5 billion incremental term loan, a $200.0 million revolving credit facility and a $950.0 million secured bridge facility.

Victory Capital Holdings, Inc. (VCTR) announced a definitive agreement to acquire 100% of First Eagle Investments from Genstar Capital and First Eagle employees for total consideration of approximately $7.0 billion, payable in about $4.4 billion cash and $2.0 billion in newly issued Victory equity, plus assumption of $575 million of 7.25% senior secured notes due 2032. First Eagle has about $222 billion of AUM as of July 31, 2026, including a $41 billion CLO and alternative credit platform. After closing, the combined firm is expected to have roughly $571 billion in client assets and approximately $3.2 billion in annual revenue, with the deal expected to be about 35% accretive to 2027E adjusted EPS, including around $280 million of anticipated net expense synergies.

Victory Capital plans to finance the transaction with a new $3.5 billion term loan B, about $950 million of new secured notes, and an upsized $200 million revolver, while keeping its existing term loan B in place. Genstar is expected to own about 14.6% of Victory on a fully diluted, as-converted basis, with voting power capped at 4.9% and the balance in non-voting convertible preferred stock under a three-year lock-up. Genstar will designate two directors to an expanded 11-member board. Closing is subject to regulatory approvals, client consents, and Victory shareholder approval of the share issuance, and is targeted by the end of the first quarter of 2027.

Victory Capital Holdings, Inc. executive Nina Gupta, Chief Legal Officer, reported the vesting and settlement of 19,124 performance-based restricted stock units into an equal number of shares of common stock on August 13, 2026, following achievement of the second stock price performance hurdle approved by the compensation committee.

To satisfy related tax obligations, 9,732 common shares were withheld at a price of $118.17 per share, with no open-market purchases or sales reported. After the settlement, Gupta had 38,248 performance-based restricted shares remaining directly owned under the company’s 2018 Equity Plan.

Victory Capital Holdings, Inc. executive Mannik S. Dhillon, President Investment Franchise, reported the vesting and settlement of performance-based equity awards. On August 13, 2026, 16,390 shares of performance-based restricted stock were exercised into 16,390 shares of common stock, following Compensation Committee approval that the second stock price performance hurdle had been achieved. These awards were originally granted on March 15, 2026 under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan. In connection with the vesting, 6,452 common shares were withheld at $118.17 per share to satisfy the reporting person’s tax obligation, and the reporting person now directly holds 32,781 performance-based restricted stock units after this settlement.

Victory Capital Holdings, Inc. Chairman and CEO David Craig Brown reported the vesting of performance-based equity awards in the form of 147,529 shares of Common Stock on August 13, 2026. These shares were acquired upon settlement of an equal number of performance-based restricted stock units, tied to stock price performance hurdles under the company’s 2018 Equity Plan. In connection with this vesting, 58,056 shares of Common Stock were withheld, based on a price of $118.17 per share, to satisfy his tax obligation. Following the transaction, he held 295,057 performance-based restricted shares directly, while no open derivative positions were reported in this filing.

Victory Capital Holdings, Inc. executive vice president Thomas Michael Sipp reported the vesting and settlement of 40,982 shares of performance-based restricted stock into an equal number of shares of common stock on August 13, 2026, following Compensation Committee approval that a second stock price performance hurdle had been achieved.

These Performance Shares were originally granted on March 15, 2026 under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan, with vesting tied to four stock price performance hurdles. In connection with the vesting, 21,205 shares of common stock were withheld at $118.17 per share to satisfy the reporting person’s tax obligations, and the filing shows 81,962 performance-based restricted shares remaining directly owned after this settlement.

Victory Capital Holdings, Inc. executive Michael Dennis Policarpo reported the vesting and settlement of 73,763 Performance Shares on August 13, 2026, converting into an equal number of common shares. Of these, 33,453 shares were withheld at $118.17 per share to satisfy tax obligations, with the remainder retained as directly owned common stock. Following this settlement, he continued to hold 147,524 performance-based restricted shares subject to future stock price performance hurdles.

Crestview-affiliated entities reported their ownership in Victory Capital Holdings, Inc. Class A common stock. As of August 13, 2026, Crestview Partners II GP, L.P., together with Crestview Victory, L.P. and Crestview Advisors, L.L.C., was deemed to beneficially own 1,996,158 shares of Class A common stock, representing 3.2% of the class. Crestview Victory, L.P. directly owns 1,991,983 shares, while Crestview Advisors, L.L.C. directly holds 4,175 shares assigned by certain current and former directors who received fully vested shares under the 2018 Stock Incentive Plan. The ownership percentages are based on 61,509,572 shares of common stock outstanding as of July 31, 2026. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.

Victory Capital Holdings, Inc. reported updated asset levels as of July 31, 2026. Total Assets Under Management (AUM) were $345.1 billion, with Other Assets of $3.7 billion, resulting in Total Client Assets of $348.8 billion. Average July Total AUM was $343.3 billion and average Total Client Assets were $346.9 billion.

Within AUM, Total Long-Term Assets were $341.4 billion and Money Market / Short Term Assets were $3.7 billion. By asset class, Solutions accounted for $108.1 billion and Fixed Income for $84.8 billion. By vehicle, Mutual Funds held $178.9 billion, Separate Accounts and Other Pooled Vehicles $145.4 billion, and ETFs $20.9 billion.

Compared with June 30, 2026, Total AUM increased from $342.5 billion to $345.1 billion, and Total Client Assets rose from $346.1 billion to $348.8 billion. By region, U.S. client assets were $285.2 billion and Non-U.S. assets were $63.6 billion as of July 31, 2026.