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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.
Victory Capital Holdings, Inc. received an amended Schedule 13G showing that Crestview-affiliated entities report beneficial ownership of 4,095,006 shares of Class A common stock, or 6.3% of the class. Most of these shares – 4,091,983 – are directly owned by Crestview Victory, L.P., while Crestview Advisors, L.L.C. holds 3,023 shares.
The ownership percentage is calculated against 64,935,459 shares of common stock outstanding as of October 31, as reported in Victory Capital’s Form 10-Q filed November 7, 2025. The Crestview entities share voting and dispositive power over these shares and each disclaims beneficial ownership beyond its pecuniary interest.
Victory Capital Holdings, Inc. reported updated asset figures for January 2026. As of January 31, 2026, the company had Total Assets Under Management of $320.2 billion, Other Assets of $3.0 billion, and Total Client Assets of $323.2 billion.
For the month of January, Average Total Assets Under Management were $318.3 billion, average Other Assets were $2.9 billion, and average Total Client Assets were $321.2 billion. The detailed tables break down assets by asset class, vehicle type, and region, highlighting a diversified mix across U.S. and non‑U.S. markets.
Victory Capital Holdings, Inc. filed a Form 8‑K to announce that it issued an earnings press release for the three months and year ended December 31, 2025. The company states that the press release, attached as Exhibit 99.1, presents its results of operations and financial condition for this period.
The company clarifies that the earnings information in this Form 8‑K, including Exhibit 99.1, is being furnished rather than filed, which limits certain legal liabilities and how it may be incorporated into other SEC filings.
Victory Capital Holdings, Inc. director Alan Rappaport reported receiving 961 shares of common stock on January 12, 2026, coded as an acquisition, as payment of quarterly board and committee fees in stock instead of cash at $68.93 per share. The fees covered his service on the company board, as Compensation Committee chair, and as an Audit Committee member. After this award, he directly held 155,109 shares of Victory Capital common stock. An additional 298,861 shares were reported as indirectly held through ADR Partners, an entity he controls, with a stated disclaimer that he only claims beneficial ownership to the extent of his pecuniary interest.
Victory Capital Holdings, Inc. director Richard M. DeMartini reported receiving 525 shares of common stock on January 12, 2026. The shares were issued at $68.93 each instead of cash director fees, covering quarterly board fees of $28,750 and additional committee chair fees totaling $7,500. After this transaction, he directly holds 273,137 common shares. He also reports indirect ownership of 27,841 shares held by his spouse and 572,801 shares held through The DeMartini 2018 Childrens Trust, a family trust where his spouse is trustee and he has investment control, while he disclaims beneficial ownership beyond his pecuniary interest.
Victory Capital Holdings director Mary M. Jackson reported receiving company stock as part of her board compensation. On January 12, 2026, she was issued 417 shares of Victory Capital common stock at a price of $68.93 per share. According to the filing, these shares were granted at the company’s election in lieu of quarterly director fees that otherwise would have been paid in cash totaling $28,750.
After this stock issuance, Ms. Jackson beneficially owned 6,669 shares of Victory Capital common stock held directly. This reflects routine equity-based compensation for her service on the company’s board of directors.
Victory Capital Holdings director Lawrence Davanzo received 417 shares of common stock on January 12, 2026 as payment of quarterly board fees. The company elected to pay his $28,750 cash director fee in stock, using the closing share price of $68.93 on that date to determine the number of shares. After this grant, he directly held 852 shares of Victory Capital common stock. In addition, 190,812 shares are held indirectly by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust, where he serves as trustee and disclaims beneficial ownership except to the extent of his pecuniary interest.
Victory Capital Holdings director Karin Hirtler-Garvey received additional company shares as part of her board compensation. On January 12, 2026, she was issued 417 shares of Victory Capital common stock at a price of $68.93 per share, in lieu of a quarterly cash director fee of $28,750. The share price used was the company’s closing price on that date. After this compensation grant, she beneficially owns 41,125 shares of Victory Capital common stock, held directly.
Victory Capital Holdings director compensation shifted partly into stock. On January 12, 2026, 417 shares of common stock of Victory Capital Holdings, Inc. were issued under the company’s 2018 Stock Incentive Plan to board member Robert V. Delaney Jr. in lieu of quarterly director fees of $28,750, using a price of $68.93 per share based on that day’s closing price. Mr. Delaney assigned all rights in these shares to Crestview Advisors, L.L.C.
After this transaction, entities associated with Crestview and Mr. Delaney indirectly held 4,095,423 shares, including holdings by Crestview Victory, L.P. and Crestview Advisors, L.L.C., plus 451,940 shares through The 2007 Delaney Family LLC and 2,420 shares through The 2010 Delaney Family LLC. The reporting persons state that they disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.