Welcome to our dedicated page for Victory Capital SEC filings (Ticker: VCTR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Victory Capital Holdings, Inc. filings document an investment-management issuer with Delaware incorporation, Nasdaq-listed common stock and a business centered on fee-based asset management products. Form 8-K reports include operating and financial results, monthly assets under management and total client assets, and material-event disclosures tied to acquisition strategy and executive compensation arrangements.
Proxy materials cover board governance, shareholder voting matters, executive compensation, equity awards and pay-versus-performance disclosure. The filing record also reflects capital-structure and security disclosures, including common-stock references and performance-based restricted stock awards under the Victory Capital Holdings, Inc. 2018 Equity Plan.
Victory Capital Holdings, Inc. insider Amundi Asset Management S.A.S. reclassified part of its stake by exchanging 100,000 shares of Common Stock for 100,000 shares of non-voting convertible Preferred Stock on March 18, 2026, with both legs recorded at $0.00 per share.
According to the filing, this exchange was made under rights in a Shareholder Agreement allowing Amundi AM to swap Common Stock into Preferred Stock on a one-to-one basis. After the transaction, Amundi AM indirectly holds 20,036,821 shares of Preferred Stock and 2,954,924 shares of Common Stock, reflecting a change in share class rather than a cash purchase or sale.
Victory Capital Holdings, Inc. issued a press release on March 17, 2026 stating it submitted an improved proposal to the Special Committee of the Board of Janus Henderson Group plc to acquire Janus Henderson. The press release, attached as Exhibit 99.1, includes the full text of the Updated Proposal.
The communication contains customary forward-looking statements and cautions about required approvals, potential litigation, client consents and other closing conditions. It also explains that any definitive proxy, registration or tender documents will be filed with the SEC if a negotiated transaction is agreed.
Victory Capital Holdings, Inc. issued a press release on March 17, 2026 stating it submitted an improved proposal to the Special Committee of the Board of Janus Henderson Group plc to acquire Janus Henderson. The press release, attached as Exhibit 99.1, includes the full text of the Updated Proposal.
The communication contains customary forward-looking statements and cautions about required approvals, potential litigation, client consents and other closing conditions. It also explains that any definitive proxy, registration or tender documents will be filed with the SEC if a negotiated transaction is agreed.
Victory Capital Holdings, Inc. filed a Form 8-K to disclose an improved proposal to acquire Janus Henderson Group plc. The revised offer gives Janus Henderson shareholders $40.00 in cash plus 0.250 Victory Capital shares for each share owned, implying 31% ownership of the combined company.
Based on Victory Capital’s closing share price on March 16, 2026, the proposal equates to $56.84 per Janus Henderson share, a 37% premium to Janus Henderson’s unaffected share price on October 24, 2025, and $1.2 billion of additional aggregate consideration versus Victory’s prior proposal. Using Victory’s unaffected share price before its February 26, 2026 approach, the total consideration would be $59.32 per share, a 42% premium to the same unaffected reference price.
Victory states the proposal is fully financed with no financing out, targets about $500 million of annual synergies, and would result in pro forma net leverage of 3.5x last‑twelve‑month EBITDA excluding synergies and 2.7x including synergies at close. Victory, which reports managing approximately $327 billion of assets, emphasizes that the proposal is non-binding, subject to due diligence, regulatory and client consents, and shareholder approvals, and includes extensive forward‑looking statement and no‑offer disclaimers.
Policarpo Michael Dennis reported acquisition or exercise transactions in this Form 4 filing.
Victory Capital Holdings, Inc. reported that President, CFO & CAO Michael Dennis Policarpo received an equity grant of 62,246 shares of Common Stock, valued using a share price of $66.6700. Following this grant, he directly holds 1,194,267 shares.
According to the terms, these 62,246 shares vest in equal installments on March 15, 2027, March 15, 2028 and March 15, 2029, making this a multi‑year incentive award rather than an immediate cash transaction.
Sipp Thomas Michael reported acquisition or exercise transactions in this Form 4 filing.
Victory Capital Holdings, Inc. Executive Vice President Thomas Michael Sipp reported stock-based compensation in the form of two grants of Common Stock. He was awarded 39,748 shares and 14,999 shares at a reference price of $66.67 per share, increasing his direct holdings to 103,448 shares.
The 39,748-share award is scheduled to vest in equal installments on each of March 15, 2027, 2028 and 2029, subject to certain exceptions. The 14,999-share award is scheduled to vest in equal installments on each of March 15, 2027, 2028, 2029 and 2030, also subject to certain exceptions.
Brown David Craig reported acquisition or exercise transactions in this Form 4 filing.
Victory Capital Holdings, Inc. Chairman and CEO David Craig Brown received an equity award of 101,994 shares of common stock. These shares vest in three equal installments on March 15, 2027, 2028 and 2029, rather than all at once. The award value reference uses the company’s March 13, 2026 closing share price of $66.67. Following this grant, Brown directly holds 2,263,365 shares of Victory Capital common stock.
Dhillon Mannik S. reported acquisition or exercise transactions in this Form 4 filing.
Victory Capital Holdings, Inc. reported that President, Investment Franchise Mannik S. Dhillon received an equity award of 16,499 shares of Common Stock as compensation. These shares vest in three equal installments on March 15 of 2027, 2028 and 2029, aligning the award with multi‑year performance and retention. Following this grant, Dhillon directly holds 297,748 shares of Victory Capital common stock, reflecting his continuing equity stake in the company. The award was valued using the closing share price of $66.67 on March 13, 2026, which sets the accounting basis for this compensation grant rather than indicating an open-market purchase.
Gupta Nina reported acquisition or exercise transactions in this Form 4 filing.
Victory Capital Holdings, Inc. reported that Chief Legal Officer Nina Gupta received a grant of 26,998 shares of Common Stock, treated as an award based on a reference price of $66.67 per share. According to the footnotes, these shares vest in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029, subject to certain exceptions. Following this award, Gupta directly holds 235,958 shares of Common Stock.