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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): November 6, 2026
Victory
Capital Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38388 |
|
32-0402956 |
| (State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| 15935
La Cantera Parkway, San
Antonio, TX |
|
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 |
|
NASDAQ |
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 8.01 Other Events.
As previously disclosed, on August 25, 2026, Victory Capital Holdings, Inc.
(“we”, “Victory”, or the “Company”) entered into an Agreement and Plan of Merger
(as it may be amended from time to time, the “Merger Agreement”) with Fortify Holdings 1, Inc., a Delaware corporation
and wholly owned subsidiary of Victory (“Merger Sub 1”), Fortify Holdings 2, LLC, a Delaware limited liability company
and wholly owned subsidiary of Victory (“Merger Sub 2”), GC Ferry Parent, L.P., a Delaware limited partnership (“First
Eagle Seller”), and GC Ferry Holdings, Inc., a Delaware corporation (“First Eagle”). At the closing
of the transactions contemplated by the Merger Agreement, Victory will acquire First Eagle by means of a two-step merger whereby Merger
Sub 1 will merge with and into First Eagle, with First Eagle continuing as the surviving corporation, followed by First Eagle merging
with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving limited liability company. The acquisition will result in First
Eagle becoming a wholly owned subsidiary of Victory.
At the closing, as consideration for the transactions contemplated
by the Merger Agreement, Victory will pay and/or issue, as applicable, to First Eagle Seller a combination of (a) cash, (b) newly
issued shares of our common stock, par value $0.01 per share (“Victory common stock”), representing 4.9% of the number
of issued and outstanding shares of Victory common stock, after giving effect to such issuance, and (c) newly issued shares of a
new series of our non-voting convertible preferred stock, par value $0.01 per share, which will be designated as Series B Non-Voting
Convertible Preferred. The base purchase price for the acquisition is $7.03 billion (subject to adjustment as contemplated in the Merger
Agreement, including a reduction for the amount of First Eagle’s funded debt and other debt-like items), of which the share consideration
component has an aggregate value of $2 billion based on a per share price of $116.26 as set forth in the Merger Agreement.
On October 2, 2026, Victory filed with the Securities and Exchange
Commission (the “SEC”) a preliminary proxy statement (the “Preliminary Proxy Statement”), and on
October 16, 2026, Victory filed with the SEC a definitive proxy statement (the “Proxy Statement”), in each case
in connection with the share issuance as part of the contemplated acquisition described above.
As of November 6, 2026, two complaints have been filed in the
Supreme Court of the State of New York, New York County by purported Victory stockholders against Victory and the members of the Victory
board of directors (the “Board”) in connection with the contemplated acquisition: Wright v. Victory Capital Holdings, Inc.,
et al., Index No. 656101/2026 (filed October 27, 2026) and Taylor v. Victory Capital Holdings, Inc., et al., Index
No. 656139/2026 (filed October 28, 2026) (collectively, the “Stockholder Litigation”). The Stockholder
Litigation includes allegations that, among other things, the defendants caused to be filed a materially incomplete and misleading Proxy
Statement with the SEC relating to the proposed transaction and asserts claims for alleged negligent misrepresentation and concealment
and negligence under New York common law. Additionally, Victory has received a
number of demand letters from purported Victory stockholders alleging similar insufficiencies in the disclosures in the Preliminary Proxy
Statement and/or the Proxy Statement (such letters, the “Demand Letters,” and together with the Stockholder Litigation,
the “Litigation Matters”).
The plaintiffs in the Stockholder Litigation seeks various remedies,
which include, among other things: (i) enjoining the defendants from consummating the proposed transaction until the defendants disclose
certain allegedly material information that was allegedly omitted from the Proxy Statement; (ii) in the event that the proposed transaction
is consummated, rescinding it or awarding actual and punitive damages to the plaintiffs; (iii) awarding the plaintiff fees and expenses
in connection with the Stockholder Litigation, including reasonable attorneys’ and experts’ fees and expenses; and (iv) granting
such other and further relief as the court may deem just and proper.
Victory believes that the allegations contained in the Litigation Matters
are without merit, that the disclosures in the Proxy Statement comply with applicable laws, and that no further disclosures are required
to supplement the Proxy Statement under applicable laws. However, in order to avoid the risk of the Litigation Matters delaying
or adversely affecting the contemplated acquisition and to minimize the costs, risks and uncertainties inherent in litigation, and without
admitting any liability or wrongdoing, Victory has determined to voluntarily make the following supplemental disclosures to the Proxy
Statement, as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed
an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary,
Victory specifically denies all allegations in the Litigation Matters and that any additional disclosure was or is required.
These supplemental disclosures will not change the consideration to
be paid to First Eagle Seller pursuant to the Merger Agreement or the timing of the special meeting of Victory stockholders (the “Special
Meeting”) to be held on November 17, 2026, at 8:00 a.m. Eastern Time virtually via the internet at www.virtualshareholdermeeting.com/VCTR2026SM.
The Board continues to recommend that Victory stockholders vote “FOR” the proposals to be voted on at the Special
Meeting described in the Proxy Statement.
Supplemental Disclosures to the Proxy
Statement in Connection with the Litigation Matters
The following disclosures in this Current Report on Form 8-K supplement
the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement,
which in turn should be read in its entirety. All page references are to the Proxy Statement and terms used below, unless otherwise
defined, have the meanings ascribed to those terms in the Proxy Statement.
The disclosure in the section entitled “Summary of Financial
Analyses” under the heading “Opinion of PJT Partners LP (Financial Advisor to Victory)”, beginning on page 46 of
the Proxy Statement, is hereby amended as follows:
The fourth full
paragraph beginning on page 49, under the sub-heading “— Summary of Financial Analyses”, is amended and restated
by replacing such paragraph in its entirety with the following (with new text underlined and
in bold and deleted text marked with a strikethrough):
The following is a summary
of the material financial analyses used by PJT Partners in preparing its opinion to the Victory board. Certain financial analyses summarized
below include information presented in tabular format. In order to fully understand the financial analyses used by PJT Partners, the tables
must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses.
In performing its analyses, PJT Partners made numerous assumptions with respect to industry performance, general business and economic
conditions and other matters, many of which are beyond the control of Victory, First Eagle or any other parties to the acquisition. None
of Victory, First Eagle, PJT Partners, or any other person assumes responsibility if future results are materially different from those
discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or
values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of businesses
do not purport to be appraisals or reflect the prices at which the businesses may actually be sold. The financial analyses summarized
below were based on the Projections, the Synergy Estimates and other financial information prepared and furnished to PJT Partners by or
on behalf of the management of Victory, and used at the direction of Victory management and approved for PJT Partners’ use by the
Victory board. The following summary does not purport to be a complete description of the financial analyses performed by PJT Partners.
The following quantitative information, to the extent that it is based on market data, is based on market data as it existed, for Victory
and First Eagle, as of the closing trading price on August 24, 2026, and is not necessarily indicative of current or future market
conditions. Calculations of implied equity values per share were rounded to the nearest $0.25; calculations for implied equity values
and implied total enterprise values were rounded to the nearest $10 million. In addition, for purposes of PJT Partners’ financial
analyses and opinion, PJT Partners utilized and relied upon the estimate of approximately 84.2 million Ffully
diluted shares outstanding of numbers for Victory common stock and Victory Series A convertible
preferred stock used below are as of August 4, 2026, using the treasury stock method, and
which number was were provided by, and used by PJT Partners at the direction of,
Victory’s management, and directed for PJT Partners’ use in connection with its financial analyses and opinion by Victory’s
management.
The first full
paragraph beginning on page 50, under the sub-heading “— Selected Comparable Company Analysis”, is amended and
restated by replacing such paragraph in its entirety with the following (with new text underlined
and in bold):
As part of its selected comparable company analysis,
PJT Partners calculated and analyzed certain ratios and multiples, including: (i) price as a multiple of estimated next twelve months
(“NTM”) adjusted earnings and (ii) total enterprise value (in the case of Victory, calculated as the equity value based
on the fully diluted shares of Victory common stock outstanding as of August 4, 2026, using
the treasury stock method, of approximately 84.2 million shares outstanding of Victory common stock and Victory Series A convertible
preferred stock (which number was provided by, and used by PJT Partners at the direction of, Victory’s management, and directed
for PJT Partners’ use in connection with its financial analyses and opinion by Victory’s management), plus debt and
other liabilities and less cash and cash equivalents, after giving effect to certain adjustments for non-controlling interests and equity
investments) (“TEV”) as a multiple of estimated NTM adjusted earnings before interest, tax, depreciation and amortization
(“Adj. EBITDA”). For purposes of this analysis, NTM means the second half of 2026E plus the first half of 2027E. All of these
calculations were performed and based on publicly available financial data, market data (including share prices) as of the close of trading
on August 24, 2026, and consensus estimates derived from sell-side research. The results of this selected comparable company analysis
are summarized below:
The third full paragraph on page 51, under
the sub-heading “— Discounted Cash Flow Analysis — Victory”, is amended and restated by replacing such paragraph
in its entirety with the following (with new text underlined and in bold):
To calculate the implied enterprise
value of Victory using the discounted cash flow method, PJT Partners added (i) Victory’s projected after-tax unlevered free
cash flows, on a standalone basis and assuming no synergies, for the period from June 30, 2026, through calendar year 2030 based
on the Victory Projections described in the section titled “The Transaction — Certain Financial Forecasts”
to (ii) ranges of “terminal values” as of the end of the projection period, and discounted such amounts to present values
using a range of selected discount rates. The after-tax unlevered free cash flows were calculated by taking the tax-affected earnings
before interest and tax expense using a 25% tax rate, adding depreciation and amortization, subtracting capital expenditures and adjusting
for changes in working capital. The residual value of Victory at the end of the projection period, or “terminal value,” was
estimated by applying a terminal value multiples range of 10.0x to 12.0x to Victory’s terminal Adj. EBITDA from the Projections,
which were selected based on PJT Partners’ professional judgment and expertise. The selected range of discount rates of
10.5% to 12.5% was selected based on PJT Partners’ analysis of the weighted average cost of capital of Victory and considerations
that PJT Partners deemed relevant based on its professional judgment and expertise. PJT Partners then calculated a range of implied
equity values for Victory by subtracting Victory’s estimated net debt, after giving effect to certain adjustments for non-controlling
interests and equity method investments, from the estimated enterprise value derived from the discounted cash flow method. These calculations
resulted in an illustrative range of implied equity values of Victory of approximately $7,890 million to $9,900 million, on a standalone
basis.
The fourth full paragraph on page 51,
under the sub-heading “— Discounted Cash Flow Analysis — Victory”, is amended and restated by replacing such paragraph
in its entirety with the following (with new text underlined and in bold and deleted text marked with a strikethrough):
PJT Partners then divided
the range of implied equity values for Victory by the fully diluted number of Victory shares outstanding as of August 4, 2026,
using the treasury stock method, of approximately 84.2 million shares outstanding of Victory common stock and Victory Series A
convertible preferred stock (which number was provided by, and used by PJT Partners at the direction of, Victory’s management, and
directed for PJT Partners’ use in connection with its financial analyses and opinion by Victory’s management) as
provided by management of Victory, to calculate an illustrative range of implied equity values per share of Victory common stock
of approximately $93.75 to $117.75, which PJT Partners compared to the closing price of Victory common stock on August 24, 2026,
of $116.
The final paragraph beginning on page 51
and continuing to page 52, under the sub-heading “— Discounted Cash Flow Analysis — First Eagle”, is amended
and restated by replacing such paragraph in its entirety with the following (with new text underlined and in bold):
To calculate the implied total
enterprise value of First Eagle using the discounted cash flow method, PJT Partners added (i) First Eagle’s projected after-tax
unlevered free cash flows, on a standalone basis and assuming no synergies, for the period from June 30, 2026 through calendar year
2030 based on the First Eagle Projections described in the section titled “The Transaction — Certain Financial Forecasts”
to (ii) ranges of “terminal values” as of the end of the projection period, and discounted such amounts to present
values using a range of selected discount rates. The after-tax unlevered free cash flows were calculated by taking the tax-affected earnings
before interest and tax expense using a 25% tax rate, adding depreciation and amortization, subtracting capital expenditures and adjusting
for changes in working capital. The residual value of First Eagle at the end of the projection period, or “terminal value,”
was estimated by applying a terminal value multiples range of 8.5x to 10.5x to First Eagle’s terminal Adj. EBITDA from the Projections,
which were selected based on PJT Partners’ professional judgment and expertise. The selected range of discount rates of
10.5% to 12.5% was selected based on PJT Partners’ analysis of the weighted average cost of capital of First Eagle and considerations
that PJT Partners deemed relevant based on its professional judgment and expertise. PJT Partners then calculated a range of adjusted
enterprise values for First Eagle by subtracting First Eagle’s estimated sign-to-close free cash flow of $299 million from the estimated
total enterprise value derived using the discounted cash flow method. PJT Partners then calculated an illustrative range of implied adjusted
total enterprise values of First Eagle. These calculations resulted in an illustrative range of implied adjusted total enterprise values
of First Eagle of approximately $6,050 million to $7,620 million on a standalone basis and assuming no synergies. PJT Partners compared
this range of implied adjusted total enterprise values to the consideration to be paid by Victory for the shares of First Eagle in the
acquisition.
Forward Looking Statements
This report contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 and other applicable U.S. federal and non-U.S. securities laws. Forward-looking
statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “plan,” “project,” “target,” “will,” “would,” “could,”
“should,” “may” and similar expressions, or by discussions of strategy, objectives or future performance. These
statements include, without limitation, statements regarding the expected timing and completion of the proposed acquisition of First Eagle;
the anticipated benefits of the transaction, including expected net expense synergies, earnings accretion, revenue, Adjusted EBITDA, Adjusted
EBITDA margin, fee rate, organic growth and net flows; pro forma financial, operating and asset under management metrics; the Company’s
expected capital structure, indebtedness, net leverage and pace of de-levering; the expected treatment of First Eagle’s investment
teams, brands, products and platforms following closing; statements regarding the Company’s longer-term growth objectives; and the
future performance of the combined company. Forward-looking statements are not historical facts. They reflect the Company’s current
expectations, estimates and assumptions, are inherently subject to significant business, economic, competitive and regulatory uncertainties
and contingencies that are difficult to predict, and are not guarantees of future performance. Actual results may differ materially.
Although it is not possible to identify all such risks and factors,
they include, among others: the risk that one or more conditions to closing is not satisfied and that the transaction is not completed
on the anticipated timeline or at all, including the failure to obtain required regulatory approvals or required client and fund board
consents; the risk that the merger agreement is terminated; the risk that the Company’s shareholders do not approve the issuance
of equity in connection with the transaction; dilution to existing shareholders resulting from the issuance of common stock and non-voting
convertible preferred stock, including on a fully diluted, as-converted basis; risks relating to the financing of the transaction, including
the availability, cost and terms of debt financing, prevailing interest rates, the Company’s ability to syndicate the financing
on expected terms, the substantial increase in the Company’s indebtedness, restrictions imposed by the terms of that indebtedness,
and the Company’s ability to de-lever on the anticipated timeline; the possibility of adverse changes in the Company’s credit
ratings; the risk that anticipated net expense synergies are not realized in the amounts or within the timeframe expected, or at all,
and that the costs to achieve them exceed current estimates; risks relating to integration, including the diversion of management attention,
the retention of key investment professionals, distribution personnel and other employees, the retention of clients and assets, the integration
of operations, technology and administrative functions, and decisions regarding branding and the rationalization of products, strategies
or teams; the fact that financial and operating information regarding First Eagle used in preparing the estimates in this communication
is derived from a privately held company, has not been independently verified or audited, and is based in part on representations of First
Eagle’s management and on the Company’s due diligence, which may prove incomplete or inaccurate; risks relating to investment
performance and net client cash flows, including that historical net flows, investment performance and Morningstar ratings are not indicative
of future results and that ratings and rankings are subject to change; the sensitivity of assets under management, revenue and earnings
to conditions in the financial markets and to changes in interest rates, credit spreads and asset valuations; the Company’s dependence
on third-party distribution relationships, including its global distribution arrangements; competitive pressure and ongoing consolidation
in the asset management industry; the incurrence of significant transaction, financing and integration expenses; the risk of litigation
or regulatory proceedings relating to the transaction; general economic, market, geopolitical and regulatory conditions; and the other
risks and factors described under “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2025, its subsequent Quarterly Reports on Form 10-Q, and its other filings with the U.S. Securities
and Exchange Commission.
Any forward-looking statement speaks only as of the date on which it
is made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise.
Important Additional Information and Where to Find It
This communication is being issued in connection with the share
issuance for the proposed acquisition of First Eagle by the Company. In connection with the proposed share issuance, on October 16, 2026,
Victory filed a definitive proxy statement with the SEC. The definitive version of the proxy statement was mailed to Victory’s
stockholders.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS.
Investors and security holders may obtain,
free of charge, copies of the proxy statement and other documents filed with the SEC through the website maintained by the SEC at www.sec.gov
or the investor relations section of the Company’s website at https://ir.vcm.com.
Participants in the Solicitation
The Company and certain of its directors, executive officers and other
employees may be deemed to be “participants” in the solicitation of proxies from the Company’s stockholders with respect
to the special meeting of stockholders that will be held to consider and vote upon the approval of the share issuance in connection with
the proposed transaction. Additional information regarding the identity of the participants, and their respective direct and indirect
interests in the transaction, by security holdings or otherwise, is set forth in Victory’s definitive proxy statement relating to
the proposed acquisition, which was filed with the SEC on October 16, 2026. Information relating to the Company’s executive
officers and directors can also be found in the Company’s proxy statement for its 2026 annual meeting of stockholders filed with
the SEC.
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. |
|
| |
|
| By: |
/s/ Nina Gupta |
|
| |
Name: |
Nina Gupta |
|
| |
Title: |
Chief Legal Officer |
|
Date: November 6, 2026
