Every material Form 8-K Victory Capital Holdings filed with the SEC in 2026, 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
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.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Victory Capital Holdings filing is on SEC EDGAR ↗. 8-K briefs of other companies →