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. approved a one-time grant of performance-based restricted stock awards to key executives under its 2018 Equity Plan. The awards vest only if the stock achieves four price hurdles during a seven-year period starting on March 15, 2026, with a one-year post-vesting holding requirement.
CEO David C. Brown received 590,115 Performance Shares with a grant value of $39,343,000, while other named executives received between 65,561 and 295,050 shares. Vesting occurs in 25% increments at stock price hurdles of $100.01, $110.01, $120.01, and $133.34, and unearned shares are forfeited.
Victory Capital Holdings, Inc. reported that as of February 28, 2026, Total Assets Under Management were $324.0 billion, with Other Assets of $3.1 billion, for Total Client Assets of $327.1 billion. Average Total AUM for February was $322.6 billion, and average Total Client Assets were $325.6 billion.
By asset class, Total Long-Term Assets were $320.3 billion, led by Solutions at $96.1 billion, Fixed Income at $80.8 billion, and U.S. Large Cap Equity at $63.4 billion. By vehicle, Mutual Funds held $176.2 billion, Separate Accounts and Other Pooled Vehicles $131.1 billion, and ETFs $16.7 billion, all contributing to the Total AUM of $324.0 billion.
Total Client Assets increased from $323.2 billion as of January 31, 2026 to $327.1 billion as of February 28, 2026. U.S. client assets were $269.8 billion and Non-U.S. client assets were $57.3 billion at month end.
Victory Capital says it submitted a fully financed, actionable and clearly superior proposal to acquire Janus Henderson and that Janus Henderson’s Special Committee declined substantive engagement. Victory Capital says the committee’s only interaction during four months was a single 32-minute call, and Victory Capital states it has committed financing and intends to pursue the transaction.
Context: Victory Capital reports $323.2 billion in total client assets as of January 31, 2026. Victory Capital notes potential future SEC filings if a negotiated transaction is agreed and describes advisors serving the company.
Victory Capital says it submitted a fully financed, actionable and clearly superior proposal to acquire Janus Henderson and that Janus Henderson’s Special Committee declined substantive engagement. Victory Capital says the committee’s only interaction during four months was a single 32-minute call, and Victory Capital states it has committed financing and intends to pursue the transaction.
Context: Victory Capital reports $323.2 billion in total client assets as of January 31, 2026. Victory Capital notes potential future SEC filings if a negotiated transaction is agreed and describes advisors serving the company.
Victory Capital Holdings, Inc. posted a LinkedIn communication and transcript of an interview in which Chairman and CEO David C. Brown stated that Victory has submitted a “superior proposal” to acquire Janus Henderson Group plc and that “all options are on the table.” Victory says its proposal would pay a majority of consideration in cash and offer Janus shareholders 38% in the combined company. The post notes Victory first proposed in November and again in December, and urges the Janus Henderson special committee to engage in discussions. The communication reiterates customary forward-looking disclaimers and directs readers to potential future SEC filings if a negotiated transaction proceeds.
Victory Capital Holdings, Inc. posted a LinkedIn communication and transcript of an interview in which Chairman and CEO David C. Brown stated that Victory has submitted a “superior proposal” to acquire Janus Henderson Group plc and that “all options are on the table.” Victory says its proposal would pay a majority of consideration in cash and offer Janus shareholders 38% in the combined company. The post notes Victory first proposed in November and again in December, and urges the Janus Henderson special committee to engage in discussions. The communication reiterates customary forward-looking disclaimers and directs readers to potential future SEC filings if a negotiated transaction proceeds.
Victory Capital Chairman and CEO David C. Brown appeared on CNBC to describe a proposed unsolicited offer to acquire Janus Henderson. The proposal values Janus Henderson at $54.15 per share, consisting of $30 per share in cash and the remainder in stock, which would give Janus shareholders approximately 38% of the combined company. Brown said Victory Capital believes the proposal is "clearly superior" to Trian’s $49 per share all-cash bid and reiterated confidence in delivering up to $500 million of synergies, which he described as roughly 23% of Janus’ cost base. Brown said the special committee has not engaged and emphasized a desire to begin discussions.
Victory Capital Chairman and CEO David C. Brown appeared on CNBC to describe a proposed unsolicited offer to acquire Janus Henderson. The proposal values Janus Henderson at $54.15 per share, consisting of $30 per share in cash and the remainder in stock, which would give Janus shareholders approximately 38% of the combined company. Brown said Victory Capital believes the proposal is "clearly superior" to Trian’s $49 per share all-cash bid and reiterated confidence in delivering up to $500 million of synergies, which he described as roughly 23% of Janus’ cost base. Brown said the special committee has not engaged and emphasized a desire to begin discussions.
Victory Capital Holdings, Inc. has publicly urged the Special Committee of Janus Henderson to engage on its proposal to acquire Janus Henderson and requested direct discussions.
The letter emphasizes Victory Capital’s culture of employee ownership, investment-team autonomy and a distribution platform it says would support Janus Henderson’s franchises. Victory Capital states it will seek to retain Janus Henderson’s investment professionals and preserve the Janus Henderson brand. The company reports $323.2 billion in total client assets as of January 31, 2026 and that employees held more than $350 million of personal assets in Victory Capital products as of year-end December 31, 2025.
Victory Capital Holdings, Inc. has publicly urged the Special Committee of Janus Henderson to engage on its proposal to acquire Janus Henderson and requested direct discussions.
The letter emphasizes Victory Capital’s culture of employee ownership, investment-team autonomy and a distribution platform it says would support Janus Henderson’s franchises. Victory Capital states it will seek to retain Janus Henderson’s investment professionals and preserve the Janus Henderson brand. The company reports $323.2 billion in total client assets as of January 31, 2026 and that employees held more than $350 million of personal assets in Victory Capital products as of year-end December 31, 2025.
Victory Capital Holdings, Inc. has publicly urged the Special Committee of Janus Henderson to engage on its proposal to acquire Janus Henderson and requested direct discussions.
The letter emphasizes Victory Capital’s culture of employee ownership, investment-team autonomy and a distribution platform it says would support Janus Henderson’s franchises. Victory Capital states it will seek to retain Janus Henderson’s investment professionals and preserve the Janus Henderson brand. The company reports $323.2 billion in total client assets as of January 31, 2026 and that employees held more than $350 million of personal assets in Victory Capital products as of year-end December 31, 2025.
Victory Capital Holdings, Inc. has publicly urged the Special Committee of Janus Henderson to engage on its proposal to acquire Janus Henderson and requested direct discussions.
The letter emphasizes Victory Capital’s culture of employee ownership, investment-team autonomy and a distribution platform it says would support Janus Henderson’s franchises. Victory Capital states it will seek to retain Janus Henderson’s investment professionals and preserve the Janus Henderson brand. The company reports $323.2 billion in total client assets as of January 31, 2026 and that employees held more than $350 million of personal assets in Victory Capital products as of year-end December 31, 2025.
Victory Capital Holdings, Inc. describes its business model and growth in its annual report. The company is a diversified global asset manager with total assets under management of $313.8 billion and total client assets of $316.6 billion as of December 31, 2025.
Victory operates multiple autonomous Investment Franchises and a centralized Solutions Platform, offering 187 strategies across equities, fixed income, alternatives and solutions, through mutual funds, ETFs, separate accounts, private funds and a 529 plan. It emphasizes both organic and acquisition‑driven growth.
The report highlights the 2025 strategic transaction with Amundi SA, adding Amundi US (rebranded Pioneer Investments) as its largest franchise and establishing a 15‑year exclusive global distribution relationship. Victory also stresses broad diversification by asset class, vehicle, geography and client type, and notes strong long‑term performance, with a majority of AUM outperforming benchmarks and 65% of mutual fund and ETF AUM rated four or five stars by Morningstar.
Victory Capital Holdings reiterated a proposal to acquire Janus Henderson Group plc at $57.04 per share, submitting a letter to JHG’s Special Committee on February 26, 2026 that provides additional economic and deal-term detail and seeks to complete diligence and transaction agreements.
The proposal contrasts with the announced all-cash Trian agreement at $49.00 per share and features a mix of cash and stock, a proposed $8.6bn equity purchase price, an estimated $500mm of cost synergies, pro forma leverage targets (synergized 2.5x LTM net), and a proposed Janus shareholder pro forma ownership of about 38%.
Victory Capital Holdings reiterated a proposal to acquire Janus Henderson Group plc at $57.04 per share, submitting a letter to JHG’s Special Committee on February 26, 2026 that provides additional economic and deal-term detail and seeks to complete diligence and transaction agreements.
The proposal contrasts with the announced all-cash Trian agreement at $49.00 per share and features a mix of cash and stock, a proposed $8.6bn equity purchase price, an estimated $500mm of cost synergies, pro forma leverage targets (synergized 2.5x LTM net), and a proposed Janus shareholder pro forma ownership of about 38%.
Victory Capital Holdings, Inc. submitted a formal proposal to the Special Committee of Janus Henderson Group plc to acquire Janus Henderson, and attached a press release that includes the full text of the proposal.
The filing also provides copies of three Prior Proposals sent to the Special Committee on November 24, 2025, December 8, 2025 and December 22, 2025, which are included as Exhibits 99.4, 99.3 and 99.2, respectively, and the press release is Exhibit 99.1.
Victory Capital Holdings, Inc. submitted a formal proposal to the Special Committee of Janus Henderson Group plc to acquire Janus Henderson, and attached a press release that includes the full text of the proposal.
The filing also provides copies of three Prior Proposals sent to the Special Committee on November 24, 2025, December 8, 2025 and December 22, 2025, which are included as Exhibits 99.4, 99.3 and 99.2, respectively, and the press release is Exhibit 99.1.
Victory Capital Holdings, Inc. filed a Form 8-K after sending a new acquisition proposal to the Special Committee of Janus Henderson Group plc. The latest fully financed proposal offers Janus Henderson shareholders total consideration of $57.04 per share, made up of $30.00 in cash plus 0.350 shares of Victory Capital common stock per Janus Henderson share.
Victory states this represents a 37% premium to Janus Henderson’s unaffected share price as of October 24, 2025 and about a 16% premium to Janus Henderson’s currently contemplated transaction with Trian. Janus Henderson shareholders are expected to own roughly 38% of the combined company, which Victory estimates would have an enterprise value of about $16 billion.
Victory highlights preliminary annual cost synergies of $500 million and pro forma gross leverage of 3.5x 2025 EBITDA excluding synergies, or 2.6x including them, and contrasts this with higher leverage it attributes to the Trian structure. The proposal is framed as non-binding and subject to due diligence, regulatory approvals, shareholder votes and negotiation of definitive agreements.