Victory Capital (NASDAQ: VCTR) refinances term loans in Seventh Credit Agreement Amendment

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. entered into a Seventh Amendment to its Credit Agreement on May 18, 2026. The company refinanced its existing term loans with repriced term loans that bear interest at an annual rate equal to either SOFR plus a 1.75% margin or an alternate base rate plus a 0.75% margin. The repriced loans otherwise remain subject to substantially similar terms as the prior term loans, and the amendment is filed as Exhibit 10.1.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

SOFR margin: 1.75% Alternate base rate margin: 0.75% Amendment date: May 18, 2026

3 metrics

SOFR margin 1.75% Interest margin over SOFR on repriced term loans

Alternate base rate margin 0.75% Interest margin over alternate base rate on repriced term loans

Amendment date May 18, 2026 Execution date of Seventh Amendment to Credit Agreement

Key Terms

Material Definitive Agreement, Seventh Amendment to Credit Agreement, Repriced Term Loans, SOFR, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Seventh Amendment to Credit Agreement financial

"entered into the Seventh Amendment to Credit Agreement (the “Seventh Amendment”)"

Repriced Term Loans financial

"refinanced its existing term loans (the "Existing Term Loans") with repriced term loans (the "Repriced Term Loans")"

SOFR financial

"bear interest at an annual rate equal to, at the option of the Company, either SOFR plus a margin of 1.75%"

The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.

alternate base rate financial

"either SOFR plus a margin of 1.75% or an alternate base rate plus a margin of 0.75%"

Understanding 8-K Material Events →

05/21/2026 - 04:24 PM

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): May 18, 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 1.01 Entry into a Material Definitive Agreement.

On May 18, 2026, Victory Capital Holdings, Inc., a Delaware corporation (the “Company”), entered into the Seventh Amendment to Credit Agreement (the “Seventh Amendment”), among the Company, the other loan parties party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, which amends the Credit Agreement dated as of July 1, 2019 (as amended by the First Amendment to Credit Agreement dated as of January 17, 2020, the Second Amendment to Credit Agreement dated as of February 18, 2021, the Third Amendment to Credit Agreement dated as of December 31, 2021, the Fourth Amendment to Credit Agreement dated as of September 23, 2022, the Fifth Amendment to Credit Agreement dated June 7, 2024, and the Sixth Amendment to Credit Agreement dated September 23, 2025, the “Existing Credit Agreement”), among the Company, the other loan parties party thereto from time to time, Bank of America, N.A, as administrative agent and collateral agent, and the lenders party thereto from time to time.

Pursuant to the Seventh Amendment, the Company refinanced its existing term loans (the "Existing Term Loans") with repriced term loans (the "Repriced Term Loans") which will bear interest at an annual rate equal to, at the option of the Company, either SOFR plus a margin of 1.75% or an alternate base rate plus a margin of 0.75%. The Repriced Term Loans otherwise remain subject to substantially similar terms to those that were applicable to the Existing Term Loans.

The foregoing description of the Seventh Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Seventh Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

Exhibits.



Exhibit
Number		Description
10.1		Seventh Amendment to Credit Agreement, dated as of May 18, 2026, by and among the Company, the other loan parties thereto, Bank of America N.A., as administrative agent, and the lenders party thereto.
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.


			VICTORY CAPITAL HOLDINGS, INC.

Date:	May 21, 2026	By:	/s/ MICHAEL D. POLICARPO
			Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Administrative Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Victory Capital Holdings (VCTR) change in its credit agreement?

Victory Capital entered into a Seventh Amendment to its Credit Agreement on May 18, 2026. The amendment refinances existing term loans with repriced term loans, keeping substantially similar terms but updating the interest rate structure tied to SOFR or an alternate base rate.

How will Victory Capital’s repriced term loans now accrue interest?

The repriced term loans will accrue interest at an annual rate equal to either SOFR plus a 1.75% margin or an alternate base rate plus a 0.75% margin. The company may choose between these two reference rates when determining interest on the loans.

When was Victory Capital’s Seventh Amendment to the Credit Agreement executed?

The Seventh Amendment to the Credit Agreement was executed on May 18, 2026. This amendment governs the refinancing of Victory Capital’s existing term loans into repriced term loans and is documented as Exhibit 10.1 in the current report.

Are the terms of Victory Capital’s repriced term loans significantly different from the prior loans?

The repriced term loans remain subject to substantially similar terms as the existing term loans. The main change described is the updated interest rate structure, allowing Victory Capital to choose between SOFR plus 1.75% or an alternate base rate plus 0.75% as the pricing benchmark.

Where can investors find the full details of Victory Capital’s Seventh Amendment?

Full details of the Seventh Amendment are contained in Exhibit 10.1 to the current report. The agreement is incorporated by reference, providing the complete legal terms governing the repriced term loans and their relationship to the existing Credit Agreement first dated July 1, 2019.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 171.6 KB