Every material Form 8-K Victory Capital Holdings has filed with the SEC since August 08, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
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.
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.
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
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
Victory Capital Holdings announced that director Dominique Carrel-Billiard resigned from its Board effective July 23, 2026, citing his departure from Amundi, and that Nicolas Calcoen, Deputy Chief Executive Officer of Amundi, was appointed to the Board the same day. The filing says the resignation was not due to any disagreement with the company, and Mr. Calcoen waived director compensation, so the change is a board membership update with no reported financial figures.
Carrel-Billiard notified the Board on July 22, 2026 of his intent to resign effective July 23, 2026, due to leaving Amundi; the filing states no disagreement with the company.
Nicolas Calcoen joined the Board effective July 23, 2026 as a Class III director, with a term expiring at the 2027 Annual Meeting of Stockholders.
Calcoen waived compensation for his non-employee director service and received an indemnification agreement like other directors.
The company reported $346.1 billion in total client assets as of June 30, 2026, per the press release boilerplate.
On May 18, 2026, Victory Capital entered into a Seventh Amendment to its credit agreement with Bank of America, N.A. as administrative agent, refinancing existing term loans with repriced term loans. The new loans carry interest at SOFR plus 1.75% or an alternate base rate plus 0.75%, and otherwise have substantially similar terms. The filing does not state the loan amounts or the rates on the prior loans, so the size of any savings to shareholders cannot be determined from this document.
Agreement dated May 18, 2026, amends the Credit Agreement originally dated July 1, 2019
Repriced term loans bear interest at SOFR plus 1.75% or alternate base rate plus 0.75%, at the company's option
Other terms remain substantially similar to the existing term loans
Victory Capital reported results for the quarter ended March 31, 2026, with revenue of $388.0 million and GAAP diluted earnings per share of $1.33, up from $219.6 million and $0.96 a year earlier. Ending assets under management fell to $309.8 billion from $313.8 billion at December 31, 2025, and the board approved a regular quarterly dividend of $0.50 per share.
Revenue of $388.0 million rose 76.7% from $219.6 million a year earlier and 3.7% from $374.1 million in the fourth quarter of 2025.
GAAP net income was $112.1 million, or $1.33 per diluted share, versus $0.96 a year earlier; GAAP operating margin was 41.0%, down from 42.3%.
Ending AUM was $309.8 billion at March 31, 2026, down from $313.8 billion at December 31, 2025; long-term net outflows were $457 million.
The board approved a regular quarterly cash dividend of $0.50 per share, payable June 25, 2026, to shareholders of record on June 10, 2026.
Victory Capital's board approved a one-time grant of performance-based restricted stock to five key executives, with the CEO receiving 590,115 shares. The shares vest only if the stock reaches four price hurdles, from $100.01 to $133.34, over a seven-year period starting March 15, 2026, and are forfeited otherwise. The grant ties a large share of executive pay to future stock price gains, and the company says annual time-vested grants to these executives will decrease in 2026.
Grant approved March 13, 2026, with a grant date of March 15, 2026; CEO David C. Brown received 590,115 performance shares valued at $39,343,000
Four stock price hurdles range from $100.01 (25% of shares earned) to $133.34 (100% earned), measured as five-day average closing prices over a seven-year period
Total grant values include $19,671,000 for Michael D. Policarpo, $10,929,000 for Tom Sipp, $5,100,000 for Nina Gupta, and $4,371,000 for Mannik Dhillon
Annual time-vested grants to recipients are expected to decrease starting in 2026, and only Mr. Brown's award has continued vesting terms tied to his employment agreement
Victory Capital reported fourth-quarter 2025 revenue of $374.1 million, up 61.0% from a year earlier, and GAAP net income of $112.8 million, or $1.32 per diluted share, up from $1.17. Full-year 2025 GAAP diluted EPS was $4.08, down from $4.38 in 2024, and the company recorded $2.1 billion of long-term net outflows in the quarter, so shareholders face mixed signals from the period.
Q4 2025 revenue $374.1 million, up 61.0% year over year and 3.6% from Q3 2025
Q4 GAAP operating margin 40.9%, down from 48.1% a year earlier
Q4 long-term net outflows of $2.1 billion; total AUM $313.8 billion at December 31, 2025
Board approved a regular quarterly cash dividend of $0.49 per share, payable March 25, 2026
Victory Capital reported third-quarter 2025 results on November 6, 2025, with revenue of $361.2 million, up 60.1% from a year earlier. The company attributes the higher revenue to higher average assets under management following its April 1, 2025 acquisition of Amundi US. GAAP diluted EPS was $1.11, down from $1.24 a year earlier, while adjusted net income with tax benefit per diluted share rose to $1.63 from $1.35.
Revenue of $361.2 million, up 60.1% from $225.6 million a year earlier and up 2.8% from $351.2 million in the second quarter.
GAAP net income of $96.5 million, up 17.8% from $82.0 million; GAAP operating margin of 38.2%, down from 53.3%.
GAAP diluted EPS of $1.11 versus $1.24 a year earlier; adjusted net income with tax benefit per diluted share of $1.63 versus $1.35.
Board approved a regular quarterly cash dividend of $0.49 per share, payable December 23, 2025, to holders of record on December 10, 2025.
Victory Capital Holdings amended its credit agreement on September 23, 2025, extending its $100 million revolving credit facility to September 23, 2030 and lowering the drawn interest rate margin by 0.25% per annum. The company also refinanced existing term loans with $985 million of replacement loans maturing September 23, 2032, priced at SOFR plus 2.00% or an alternate base rate plus 1.00%. The filing describes debt terms and maturities rather than operating results, so its direct effect on shareholders is limited to the new financing terms.
Sixth Amendment to Credit Agreement signed September 23, 2025 with Bank of America, N.A. as administrative agent
Revolving facility maturity extended from March 31, 2026 to September 23, 2030; drawn margin reduced by 0.25% per annum
Repriced term loans total $985,000,000, maturing September 23, 2032, at SOFR plus 2.00% or alternate base rate plus 1.00%
Victory Capital reported second-quarter 2025 revenue of $351.2 million, up 59.9% from a year earlier, after closing its Amundi US acquisition on April 1, 2025. GAAP net income fell 21% to $58.7 million and GAAP diluted EPS was $0.68 versus $1.12, as higher variable operating expenses and acquisition and restructuring costs pushed the GAAP operating margin down to 26.8%. The board raised the share repurchase authorization to $500 million and approved a $0.49 quarterly dividend.
Revenue was $351.2 million, up 59.9% from a year earlier and from $219.6 million in the first quarter of 2025.
GAAP diluted EPS was $0.68 versus $1.12 a year earlier; adjusted net income with tax benefit per diluted share was $1.57 versus $1.31.
GAAP operating margin was 26.8% versus 50.4%; acquisition-related costs were $25.8 million and restructuring and integration costs were $14.0 million.
The share repurchase authorization rose from $200.0 million to up to $500.0 million; the $0.49 dividend is payable September 25, 2025.
Victory Capital reported first-quarter 2025 results, with revenue of $219.6 million, up 1.7% from a year earlier but down from $232.4 million in the fourth quarter of 2024. GAAP diluted earnings were $0.96 per share, up from $0.84 a year earlier but down from $1.17 in the prior quarter, and the board raised the quarterly dividend to $0.49 per share.
Revenue of $219.6 million, up 1.7% from $215.9 million a year earlier and down from $232.4 million in Q4 2024
GAAP net income of $62.0 million, or $0.96 per diluted share, versus $0.84 in Q1 2024 and $1.17 in Q4 2024
Adjusted net income with tax benefit of $88.1 million, or $1.36 per diluted share, versus $1.25 a year earlier
Quarterly cash dividend raised to $0.49 per share, payable June 25, 2025, to holders of record on June 10, 2025
Victory Capital completed its acquisition of Amundi US on April 1, 2025, issuing Amundi 17.6 million shares, or 21.2% of fully diluted equity, with additional shares expected over six months to bring Amundi's stake to 26.1%. The company raised its net expense synergy target to $110 million from $100 million and expects to achieve it sooner than originally planned. Existing shareholders will own a smaller share of the company, and two Amundi designees joined the board.
Closed April 1, 2025; issued 3,293,471 common shares (4.9%) and 14,305,982 non-voting Series A convertible preferred shares, together 21.2% of fully diluted shares
Net expense synergy target raised from $100 million to $110 million; about $50 million achieved at closing
Pioneer Investments generated 2024 revenue of $544 million and had $119 billion in assets under management as of February 28, 2025
Robert Hurst retired from the board effective April 1; Céline Boyer-Chammard and Dominique Carrel-Billiard joined as Amundi designees
Victory Capital reported fourth-quarter 2024 revenue of $232.4 million, up 12.9% from a year earlier, and GAAP net income of $76.9 million, or $1.17 per diluted share, up 39.4% from $55.2 million. Compared with the third quarter, net income fell 6.2%, and the company cited a $15.6 million increase in compensation-related expenses. The board also approved a new $200 million share repurchase plan and a 7% increase in the quarterly dividend to $0.47 per share.
Q4 2024 revenue $232.4 million, up 12.9% from $205.8 million in Q4 2023
GAAP diluted EPS $1.17 for Q4 2024, versus $0.82 in Q4 2023 and $1.24 in Q3 2024
Adjusted net income with tax benefit per diluted share $1.45, versus $1.15 a year earlier
New $200 million share repurchase plan; quarterly dividend raised to $0.47, payable March 10, 2025
Victory Capital reported third-quarter 2024 results on November 7, 2024. Revenue rose 7.6% year over year to $225.6 million, and GAAP diluted earnings per share were $1.24, up from $0.77, though the company also recorded $2.6 billion in long-term net outflows for the quarter. The board raised the quarterly dividend to $0.44 per share from $0.41, and management said the pending Amundi transaction is expected to close in the first quarter of 2025.
Q3 2024 revenue of $225.6 million, up 7.6% from $209.7 million a year earlier and up 2.7% from $219.6 million in Q2 2024
GAAP net income of $82.0 million, or $1.24 per diluted share, versus $52.0 million, or $0.77, in Q3 2023
Long-term net outflows of $2.6 billion in the third quarter; total AUM ended at $176.1 billion
Quarterly dividend raised to $0.44 per share from $0.41, payable December 23, 2024, to holders of record on December 9, 2024
Victory Capital reported second-quarter 2024 revenue of $219.6 million, up 7.5% from a year earlier, and GAAP net income of $74.3 million, up 31.0%. The company also raised its quarterly dividend 11% to $0.41 per share, but total AUM fell to $168.7 billion on net outflows of $1.7 billion during the quarter.
Q2 2024 GAAP diluted EPS was $1.12, compared with $0.83 in Q2 2023; adjusted net income with tax benefit per diluted share was $1.31, compared with $1.11.
Revenue was $219.6 million, up 7.5% from $204.2 million, driven by higher average AUM.
Total AUM was $168.7 billion at June 30, 2024, down from $170.3 billion at March 31, 2024, on net outflows of $1.7 billion.
Quarterly dividend increased to $0.41 per share from $0.37, payable September 25, 2024 to holders of record on September 10, 2024.
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