Victory Capital (NASDAQ: VCTR) refinances $985M term loans

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. has amended its main credit facilities to extend maturities and modestly improve borrowing terms. The company’s $100,000,000 senior secured revolving credit facility now matures on September 23, 2030, and the drawn interest rate margin is reduced by 0.25% per year, while other key terms stay substantially the same. Victory Capital also refinanced its existing term loans with new Repriced Term Loans totaling $985,000,000 that mature on September 23, 2032. These term loans will bear interest at a rate equal to either SOFR plus a 2.00% margin or an alternate base rate plus a 1.00% margin, helping lock in long-dated financing on terms similar to the prior loans.

Insights

Credit and capital structure analyst

Victory Capital extends debt maturities and tweaks loan pricing without major structural changes.

Victory Capital has renegotiated its bank facilities through a Sixth Amendment to its Credit Agreement. The $100,000,000 revolving credit facility’s maturity moves from March 31, 2026 to September 23, 2030, and the drawn interest margin is reduced by 0.25% per annum, while other terms remain substantially similar. This gives the company a longer liquidity backstop on slightly better pricing.

The company also refinanced its existing term loans with $985,000,000 of Repriced Term Loans that mature on September 23, 2032. These loans bear interest at SOFR plus 2.00% or an alternate base rate plus 1.00%, at the company’s option, with other terms largely unchanged. Overall, this is a capital-structure maintenance move that extends debt duration and clarifies interest terms, rather than a fundamental shift in leverage.

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.

Understanding 8-K Material Events →

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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): September 23, 2025

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 September 23, 2025, Victory Capital Holdings, Inc., a Delaware corporation (the “Company”), entered into the Sixth Amendment to Credit Agreement (the “Sixth 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, and the Fifth Amendment to Credit Agreement dated June 7, 2024, 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 Existing Credit Agreement, the Company obtained a $100,000,000 senior secured first lien revolving credit facility (the “Revolving Facility”). The Sixth Amendment extended the maturity date of the Revolving Facility from March 31, 2026 to September 23, 2030 and decreased the drawn interest rate margin by 0.25% per annum. The Revolving Facility otherwise remains subject to substantially similar terms to those set forth in the Existing Credit Agreement.

Pursuant to the Sixth Amendment, the Company also refinanced its existing term loans (the "Existing Term Loans") with replacement term loans (the "Repriced Term Loans") in an aggregate principal amount of $985,000,000. The Repriced Term Loans will mature on September 23, 2032 and will bear interest at an annual rate equal to, at the option of the Company, either SOFR plus a margin of 2.00% or an alternate base rate plus a margin of 1.00%. 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 Sixth Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sixth 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.

d)Exhibits.

Exhibit
Number		Description
10.1		Sixth Amendment to Credit Agreement, dated as of September 23, 2025, 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:	September 26, 2025	By:	/s/ MICHAEL D. POLICARPO
			Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Administrative Officer

FAQ

What credit agreement change did Victory Capital (VCTR) announce?

Victory Capital entered into a Sixth Amendment to its Credit Agreement, updating the terms of its revolving credit facility and refinancing its existing term loans with new Repriced Term Loans while keeping most other terms substantially similar.

How did Victory Capital (VCTR) change its revolving credit facility?

The company’s $100,000,000 senior secured first lien revolving credit facility now matures on September 23, 2030, instead of March 31, 2026, and the drawn interest rate margin was decreased by 0.25% per annum.

What are the details of Victory Capital’s new Repriced Term Loans?

Victory Capital refinanced its Existing Term Loans with Repriced Term Loans in an aggregate principal amount of $985,000,000, maturing on September 23, 2032, bearing interest at either SOFR plus a 2.00% margin or an alternate base rate plus a 1.00% margin.

Did the Sixth Amendment significantly change other terms of Victory Capital’s credit facilities?

No. The company states that both the Revolving Facility and the Repriced Term Loans remain subject to substantially similar terms to those in the Existing Credit Agreement and the Existing Term Loans, respectively.

Who is the administrative agent under Victory Capital’s amended credit agreement?

Bank of America, N.A. serves as administrative agent under the Credit Agreement and is listed as administrative agent for the Sixth Amendment as well.

When do Victory Capital’s amended credit facilities now mature?

The revolving credit facility matures on September 23, 2030, and the Repriced Term Loans mature on September 23, 2032, extending the company’s debt maturities compared to the prior schedule.