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.
Dhillon Mannik S. reported acquisition or exercise transactions in this Form 4 filing.
Victory Capital Holdings, Inc. reported that Mannik S. Dhillon, President Investment Franchise, received a grant of 65,561 performance-based restricted stock units. Each unit represents a contingent right to one share of common stock under the company’s Amended and Restated 2018 Equity Plan.
These performance shares may vest over a period from March 15, 2026 through March 15, 2033 if specified stock price hurdles are reached. Vesting becomes eligible in four 25% tranches upon achieving average closing share price hurdles of $100.01, $110.01, $120.01, and $133.34 for five consecutive trading days, subject to continued employment and Compensation Committee approval.
Sipp Thomas Michael reported acquisition or exercise transactions in this Form 4 filing.
Victory Capital Holdings, Inc. Executive Vice President Thomas Michael Sipp received a grant of 163,926 shares of performance-based restricted stock. Each performance share represents a contingent right to one share of common stock, with vesting tied to ambitious stock price hurdles over a multi-year period.
The award can vest in four 25% tranches if stock price hurdles of $100.01, $110.01, $120.01 and $133.34 are achieved at any time between March 15, 2026 and March 15, 2033, based on five consecutive trading days. Any earned shares settle within ten business days after Compensation Committee approval, subject to his continued employment through the date each hurdle is achieved.
Victory Capital Holdings, Inc. granted Chairman and CEO David Craig Brown 590,115 performance-based restricted stock units on March 15, 2026 under its Amended and Restated 2018 Equity Plan. Each unit represents a contingent right to receive one share of common stock at no exercise price.
The award vests only if strict stock price hurdles are met during the period from March 15, 2026 to March 15, 2033. Vesting eligibility is split into four 25% tranches tied to stock price hurdles of $100.01, $110.01, $120.01 and $133.34, each requiring a five-day average closing price and continued employment through achievement and approval.
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 76,496 performance-based restricted stock units, each tied to one share of common stock. These awards vest only if ambitious stock price hurdles between $100.01 and $133.34 are met within a seven-year performance period ending on March 15, 2033, and require continued employment through the date each hurdle is achieved.
Victory Capital Holdings, Inc. reported that President, CFO & CAO Michael Dennis Policarpo received a grant of 295,050 performance-based restricted stock shares. Each performance share can convert into one share of common stock if demanding stock price hurdles are met between $100.01 and $133.34 during a performance period from March 15, 2026 to March 15, 2033. Vesting and settlement occur only after the Compensation Committee confirms the stock price hurdles have been achieved and require his continued employment through the achievement date.
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 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, 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.