Victory Capital (NASDAQ: VCTR) refreshes board as Amundi executive joins

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. announced a change in its Board of Directors. Dominique Carrel-Billiard resigned as director effective July 23, 2026, due to his departure from Amundi; the company states his resignation was not related to any disagreement regarding operations, policies, or practices.

The Board appointed Nicolas Calcoen, Deputy Chief Executive Officer and Head of Strategy, Finance and Control at Amundi, as a Class III director effective July 23, 2026, with a term expiring at the 2027 Annual Meeting of Stockholders. He has waived any compensation for serving as a non-employee director, entered into a standard indemnification agreement, and has no related party transactions requiring disclosure. Victory Capital is described as a diversified global asset manager with $346.1 billion in total client assets as of June 30, 2026.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total client assets: $346.1 billion Effective date of board changes: July 23, 2026 Director term end: 2027 Annual Meeting of Stockholders

3 metrics

Total client assets $346.1 billion As of June 30, 2026

Effective date of board changes July 23, 2026 Resignation of Dominique Carrel-Billiard and appointment of Nicolas Calcoen

Director term end 2027 Annual Meeting of Stockholders End of Class III director term for Nicolas Calcoen

Key Terms

Class III director, Regulation FD Disclosure, indemnification agreement, related party transactions

4 terms

Class III director regulatory

"He has been appointed as a Class III director with a term of office expiring"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure. On July 23, 2026, the Company issued"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

indemnification agreement regulatory

"The Company has entered into an indemnification agreement with Mr. Calcoen"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

related party transactions regulatory

"There are no related party transactions that would be required to be disclosed"

Transactions between a company and people or entities that have close ties to it—such as executives, board members, major shareholders, family members, or related companies—where the parties are not independent. These deals matter to investors because they can create conflicts of interest or hide favorable terms that distort a company’s true profits and risks; think of it like a business buying or selling to a family member instead of using the open market, which can lead to biased prices or undisclosed obligations.

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FAQ

What board changes did Victory Capital (VCTR) announce on July 23, 2026?

Victory Capital reported that Dominique Carrel-Billiard resigned from its Board effective July 23, 2026, and Nicolas Calcoen was simultaneously appointed as a Class III director, with his term running until the company’s 2027 Annual Meeting of Stockholders.

Why did Dominique Carrel-Billiard resign from Victory Capital (VCTR)’s board?

Dominique Carrel-Billiard resigned as a Victory Capital director effective July 23, 2026, due to his leaving Amundi. The company states his resignation did not result from any disagreement regarding its operations, policies, or practices.

Who is Nicolas Calcoen, the new director on Victory Capital (VCTR)’s board?

Nicolas Calcoen is Deputy Chief Executive Officer and Head of Strategy, Finance and Control at Amundi. He joins Victory Capital’s Board as a Class III director, bringing extensive banking and asset management leadership experience, with a term expiring at the 2027 Annual Meeting.

Will new director Nicolas Calcoen receive compensation from Victory Capital (VCTR)?

Nicolas Calcoen has elected to waive any right to compensation for his service as a non-employee director of Victory Capital. He does, however, have an indemnification agreement in substantially the same form as those of the company’s other directors.

How large are Victory Capital (VCTR)’s client assets as of June 30, 2026?

Victory Capital reports $346.1 billion in total client assets as of June 30, 2026. The firm describes itself as a diversified global asset manager serving institutional, intermediary, and individual clients across traditional and alternative investment strategies.

Are there any related party transactions involving Nicolas Calcoen and Victory Capital (VCTR)?

The company states there are no related party transactions involving Nicolas Calcoen that would require disclosure under Item 404(a) of Regulation S-K. His appointment follows a recommendation from the Board’s Nominating & Governance Committee.

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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

Date of Report (Date of earliest event reported): July 22, 2026

Victory Capital Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-38388	32-0402956
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
15935 La Cantera Parkway
San Antonio, Texas				78256
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 216 898-2400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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, Par Value $0.01		VCTR		The Nasdaq Global Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 22, 2026, Dominique Carrel-Billiard notified the Board of Directors (the “Board”) of Victory Capital Holdings, Inc. (the “Company”) of his intent to resign effective July 23, 2026 due to him leaving Amundi. Mr. Carrel-Billiard’s resignation was not a result of any disagreement with the Company or any matter relating to the Company's operations, policies, or practices. The Company thanks Mr. Carrel-Billiard for his service.

On July 23, 2026, the Board upon recommendation of the Nominating & Governance Committee of the Board (the “Nominating Committee”), approved the appointment of Nicolas Calcoen as a member of the Board, effective as of July 23, 2026. Mr. Calcoen currently serves as the Deputy Chief Executive Officer, Head of Strategy, Finance and Control Division of Amundi and has been appointed as a Class III director with a term of office expiring at the Company’s 2027 Annual Meeting of Stockholders.

As Deputy Chief Executive Officer of Amundi and previously a senior executive of Amundi, Mr. Calcoen has extensive expertise in banking and asset management. Mr. Calcoen holds a bachelor's degree in Public Service and Administration from Institut d’Etudes Politiques – Paris, a Master's of Science degree in Economics and International Business from Institut d’Etudes Politiques – Paris, and a post graduate professional degree with the National School of Administration for State & Senior Civil Service. The Board of Directors believe that Mr. Calcoen’s extensive experience in the financial services industry provides him with the qualifications and skills to serve on the Board.

In connection with his appointment to the Board, Mr. Calcoen has elected to waive any right to any compensation from the Company in connection with his service as a non-employee director of the Company. The Company has entered into an indemnification agreement with Mr. Calcoen in substantially the same form as entered into by the Company with its other directors.

There are no related party transactions that would be required to be disclosed under Item 404(a) of Reg. S-K with respect to Mr. Calcoen.

Item 7.01 Regulation FD Disclosure.

On July 23, 2026, the Company issued a press release announcing the resignation of Mr. Carrel-Billiard as director of the Company’s Board and the appointment of Mr. Calcoen as a director of the Company's Board. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits.

Exhibit
Number		Description
99.1		Press Release, dated July 23, 2026

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.

			VICTORY CAPITAL HOLDINGS, INC.
Date:	July 23, 2026	By:	/s/ MICHAEL D. POLICARPO
			Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Administrative Officer

Exhibit 99.1

News Release

Victory Capital Announces Changes to Board of Directors

San Antonio, Texas, July 23, 2026 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) announced Dominique Carrel-Billiard’s resignation from its Board of Directors (the “Board”), effective July 23, 2026, due to his leaving Amundi. Concurrently, the Board has appointed Nicolas Calcoen as a Director, effective the same date.

Mr. Calcoen’s appointment, recommended by the Board’s Nominating & Governance Committee, adds a seasoned global asset management executive to Victory Capital’s Board. He currently serves as Deputy Chief Executive Officer, Head of Strategy, Finance and Control at Amundi, and he will serve as a Class III Director with a term expiring at the Company’s 2027 Annual Meeting of Stockholders.

Mr. Calcoen brings extensive leadership experience across banking and asset management, having held a series of senior executive roles at Amundi prior to his current position. He holds a bachelor’s degree in Public Service and Administration and a Master of Science in Economics and International Business, both from Institut d’Études Politiques ̶ Paris, as well as a postgraduate professional degree with the National School of Administration for State & Senior Civil Service.

“We are delighted to welcome Nicolas to our Board and look forward to the global perspective he brings as we continue to grow and expand our platform,” said David C. Brown, Chairman and CEO of Victory Capital. “At the same time, we want to thank Dominique for his dedicated service and wish him every success in his future projects.”

About Victory Capital

Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $346.1 billion in total client assets, as of June 30, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.

Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.

Investors:

Carly Thomas

Director, Investor Relations and Responsible Business

210-694-9658

cthomas@vcm.com

20251114-4979486

Media:

Jessica Davila Burgess

Director, Global Communications

210-694-9693

jessica_davila@vcm.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 18.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.4 KB