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Victory Capital Holdings, Inc. filed a Form 8-K to share a press release about its ongoing proposal to acquire Janus Henderson Group plc. Victory Capital’s proposal would give Janus Henderson shareholders $40.00 in cash plus 0.250 Victory Capital shares per Janus Henderson share, which the company states represents total consideration of $57.05 per share compared with a separate $49.00 per-share bid. The release argues that analysis by Janus Henderson’s financial advisor showed value creation in most modeled scenarios and responds to concerns raised by Janus Henderson’s special committee about client consents, employee retention, synergy assumptions, shareholder votes, and financing. Victory Capital highlights its track record since its 2018 IPO, citing more than 525% total shareholder return, asset growth to $327.1 billion under management, higher margins than Janus Henderson, and a target of about $500 million in annual cost synergies, which it characterizes as in line with prior large asset management deals.
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. 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.
Victory Capital Holdings, Inc. reported that President, Investment Franchise, Mannik S. Dhillon had 7,746 shares of common stock withheld on March 15, 2026 to cover taxes due on previously granted restricted shares that vested that day. These shares were withheld by the company rather than sold in the open market.
The restricted shares were originally granted in 2023, 2024 and 2025 and vested on March 15, 2026, using a net settlement price equal to the March 13, 2026 closing stock price of $66.67 per share. After this tax-withholding event, Dhillon directly owned 281,249 shares of Victory Capital common stock.
Victory Capital Holdings, Inc. Chief Legal Officer Nina Gupta reported a tax-related share disposition tied to vesting equity awards. On March 15, 2026, 17,096 shares of common stock were withheld at $66.67 per share to satisfy withholding taxes on restricted shares granted in 2023, 2024 and 2025 that vested on March 15, 2026. After this withholding, Gupta directly holds 208,960 shares of Victory Capital common stock.