Nov 6, 4:31 PM ET
Victory Capital filed an 8-K with supplemental disclosures to its proxy statement for the planned acquisition of First Eagle, which it says it made voluntarily to reduce the risk of litigation delaying the deal. Two stockholder lawsuits and a number of demand letters allege the proxy statement was materially incomplete and misleading, and Victory says those claims are without merit. The company states the supplemental disclosures do not change the consideration or the timing of the November 17, 2026 special meeting.
- Base purchase price for First Eagle is $7.03 billion, subject to adjustment, including a reduction for First Eagle's funded debt and other debt-like items.
- Share consideration is valued at $2 billion based on $116.26 per share and represents 4.9% of Victory's outstanding common stock after issuance.
- Two complaints were filed in New York Supreme Court on October 27 and October 28, 2026, and plaintiffs seek to enjoin the deal or seek rescission or damages.
- The special meeting of Victory stockholders is scheduled for November 17, 2026, and the board still recommends voting FOR the proposals.
Read the filing on SEC.gov ↗
Nov 4, 4:50 PM ET
Victory Capital reported third-quarter 2026 results, with revenue up 9.8% year over year to $396.6 million but down 8.9% from the second quarter. GAAP net income fell 5.4% year over year to $91.3 million, while adjusted net income with tax benefit rose 15.5% to $163.2 million, or $1.98 per diluted share. The company also reported record long-term gross sales and net inflows and said it expects its pending First Eagle Investments acquisition to close by the end of the first quarter of 2027.
- Revenue was $396.6 million, up 9.8% from $361.2 million a year earlier and down from $435.4 million in the second quarter of 2026.
- GAAP diluted EPS was $1.11, flat with the prior-year quarter and down from $1.68 in the second quarter.
- Record long-term net inflows of $11.7 billion and record quarter-end total client assets of $355.5 billion.
- Board declared a regular quarterly dividend of $0.50 per share, payable December 23, 2026, and the company repurchased about 0.4 million shares in the quarter.
Read the filing on SEC.gov ↗
Aug 31, 4:50 PM ET
On August 25, 2026, Victory Capital entered a merger agreement to acquire First Eagle from Seller, a partnership majority owned by Genstar Capital affiliates, paying a mix of cash, newly issued common stock equal to 4.9% of outstanding shares after closing, and new non-voting convertible preferred stock. Closing depends on regulatory approvals, Victory Capital stockholder approval, and client consents, and either party may terminate if closing has not occurred by May 25, 2027, so shareholders face both dilution and deal risk.
- Merger agreement signed August 25, 2026 with GC Ferry Parent, L.P. (Seller) and GC Ferry Holdings, Inc. (First Eagle)
- Stock consideration: newly issued common shares representing 4.9% of outstanding common stock after closing, plus Series B non-voting convertible preferred stock
- Credit commitments of up to $3.5 billion incremental term loan, $200.0 million revolving facility and $950.0 million secured bridge loan from Bank of America and RBC
- Closing requires stockholder approval; if not obtained, share issuance is capped at 19.9% of common stock and the balance is paid in cumulative perpetual preferred stock
Read the filing on SEC.gov ↗
Aug 5, 4:41 PM ET
Victory Capital reported record second-quarter 2026 results, with revenue up 24.0% year over year to $435.4 million and GAAP net income of $139.4 million, or $1.68 per diluted share, compared with $58.7 million, or $0.68, a year earlier. Long-term net inflows were $4.2 billion for the quarter, and the board approved a regular quarterly cash dividend of $0.50 per share.
- Q2 2026 revenue of $435.4 million, up 12.2% from $388.0 million in Q1 2026 and up 24.0% from $351.2 million in Q2 2025
- GAAP net income of $139.4 million and diluted EPS of $1.68, versus $112.1 million and $1.33 in Q1 2026
- Adjusted net income with tax benefit of $182.9 million, or $2.21 per diluted share; Adjusted EBITDA margin of 55.8%
- Quarterly dividend of $0.50 per share payable September 25, 2026, to holders of record on September 10, 2026
Read the filing on SEC.gov ↗
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.