VCTR / Victory Capital Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Victory Capital Holdings, Inc.
US ˙ NasdaqGS ˙ US92645B1035

Mga Batayang Estadistika
LEI 549300BN5LH2CIPPHS71
CIK 1570827
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Victory Capital Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 11, 2025 EX-99.1

Victory Capital Reports July 2025 Total Client Assets

Exhibit 99.1 News Release Victory Capital Reports July 2025 Total Client Assets San Antonio, Texas, August 11, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $299.8 billion, Other Assets of $3.1 billion, and Total Client Assets of $302.9 billion, as of July 31, 2025. For the month of July, Average Tota

August 11, 2025 8-K

Item 8.01. Other Events. Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: August 11, 2025 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Adm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 11, 2025 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employ

August 8, 2025 EX-2.1

Contribution Agreement dated July 8, 2024, by and among Victory Capital Holdings, Inc., Amundi Asset Management S.A.S. and Amundi S.A.

Exhibit 2.1 Execution Version THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL, AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONTRIBUTION AGREEMENT by and among VICTORY CAPITAL HOLDINGS, INC., AMUNDI ASSET MANAGEMENT S.A.S. and AMUNDI S.A. Dated as of: July 8, 2024 TABLE OF CONTENTS Ar

August 8, 2025 10-Q

NOTE 17. Goodwill and Other Intangible Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38388 Victory Cap

August 7, 2025 EX-99.1

Victory Capital Reports Strong Second-Quarter Results

Exhibit 99.1 NEWS RELEASE Victory Capital Reports Strong Second-Quarter Results Second-Quarter Highlights • Total Client Assets of $301.6 billion • Long-term gross flows of $15.4 billion • Long-term net flows of ($660) million • GAAP operating margin of 26.8% • GAAP net income per diluted share of $0.68 • Adjusted EBITDA margin of 50.8% • Adjusted net income with tax benefit per diluted share of $

August 7, 2025 8-K

Item 2.02. Results of Operations and Financial Condition Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: August 7, 2025 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chief

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 7, 2025 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employe

July 10, 2025 8-K

Item 8.01. Other Events. Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: July 10, 2025 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Admin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 10, 2025 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer

July 10, 2025 EX-99.1

Victory Capital Reports June 2025 Total Client Assets Schedules Second-Quarter Financial Results Conference Call for August 8

EXHIBIT 99.1 News Release Victory Capital Reports June 2025 Total Client Assets Schedules Second-Quarter Financial Results Conference Call for August 8 San Antonio, Texas, July 10, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $298.6 billion, Other Assets of $3.1 billion, and Total Client Assets of $3

June 30, 2025 S-3ASR

As filed with the Securities and Exchange Commission on June 30, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 30, 2025 Registration No.

June 30, 2025 EX-3.2

Certificate of Amendment of Second Amended and Restated Certificate of Incorporation, dated April 1, 2025.

Exhibit 3.2   CERTIFICATE OF AMENDMENT   OF   SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION   OF   VICTORY CAPITAL HOLDINGS, INC.   Pursuant to Section 242 of the General Corporation Law of the State of Delaware   Victory Capital Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL

June 30, 2025 EX-FILING FEES

Filing Fee Table

Calculation of Filing Fee Tables S-3 Victory Capital Holdings, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effe

June 16, 2025 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 16, 2025 (April 1, 2025) Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other ju

June 16, 2025 EX-99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Amundi US Acquisition On July 8, 2024, Victory Capital Holdings, Inc., a Delaware corporation (along with its wholly-owned subsidiaries, collectively referred to as the “Company” or “Victory”), and Amundi Asset Management S.A.S ("Amundi”) entered into the Contribution Agreement (the “Contribution Agreement”) to combine Amund

June 16, 2025 EX-99.3

Revenue from contracts with customers:

Exhibit 99.3 AMUNDI US, INC. Consolidated Interim Financial Statements (unaudited) As of and for the Three Months Ended March 31, 2025 and 2024 CONTENTS Financial Statements: Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024 3 Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2025 and 2024 4 Consolidated Statements of Changes in

June 16, 2025 EX-99.2

Revenue from contracts with customers:

Exhibit 99.2 AMUNDI US, INC. Consolidated Financial Statements As of and for the Years Ended December 31, 2024 and 2023 With Reports of Independent Auditors Exhibit 99.2 CONTENTS Report of Independent Auditors Financial Statements: Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 5 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 6 Conso

June 10, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 10, 2025 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer

June 10, 2025 EX-99.1

Victory Capital Reports May 2025 Total Client Assets and Provides Additional Information Following Close of Amundi Transaction

EXHIBIT 99.1 News Release Victory Capital Reports May 2025 Total Client Assets and Provides Additional Information Following Close of Amundi Transaction San Antonio, Texas, June 10, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $289.4 billion, Other Assets of $3.7 billion, and Total Client Assets of $

May 9, 2025 EX-99.1

Victory Capital Reports April 2025 Total Client Assets

EXHIBIT 99.1 News Release Victory Capital Reports April 2025 Total Client Assets San Antonio, Texas, May 9, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $279.3 billion, Other Assets of $3.6 billion, and Total Client Assets of $282.8 billion, as of April 30, 2025. For the month of April, Average Total

May 9, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38388 Victory Ca

May 9, 2025 8-K

Item 8.01. Other Events. Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: May 9, 2025 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Adminis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2025 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer o

May 8, 2025 EX-99.1

Victory Capital Reports Strong First Quarter Results

Exhibit 99.1 NEWS RELEASE Victory Capital Reports Strong First Quarter Results First-Quarter Highlights • Total Client Assets of $171.4 billion • Long-term gross flows of $9.3 billion • Long-term net flows of ($1.2) billion • GAAP operating margin of 42.3% • GAAP net income per diluted share of $0.96 • Adjusted EBITDA margin of 53.0% • Adjusted net income with tax benefit per diluted share of $1.3

May 8, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 8, 2025 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer o

May 7, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 7, 2025 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer o

April 9, 2025 EX-99.1

Victory Capital Reports March 2025 Total Client Assets Schedules First-Quarter Financial Results Conference Call for May 9

Exhibit 99.1 News Release Victory Capital Reports March 2025 Total Client Assets Schedules First-Quarter Financial Results Conference Call for May 9 San Antonio, Texas, April 9, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $167.5 billion, Other Assets of $4.0 billion, and Total Client Assets of $171.

April 9, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 9, 2025 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer

April 4, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒     Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D

April 3, 2025 EX-99.1

Victory Capital Closes on Transaction to Become Strategic Partner with Amundi 15-year Reciprocal Global Distribution Agreements with Amundi Begin

Exhibit 99.1   News Release Victory Capital Closes on Transaction to Become Strategic Partner with Amundi 15-year Reciprocal Global Distribution Agreements with Amundi Begin San Antonio, Texas, April 1, 2025 — Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today announced that it has closed on its previously announced transaction with Amundi SA (“Amundi”). David

April 3, 2025 EX-4.1

Shareholder Agreement, dated April 1, 2025, by and between Victory Capital Holdings, Inc. and Amundi Asset Management S.A.S.*

Exhibit 4.1 Execution Version THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL, AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL SHAREHOLDER AGREEMENT by and between VICTORY CAPITAL HOLDINGS, Inc. and AMUNDI ASSET MANAGEMENT S.A.S. Dated as of April 1, 2025 TABLE OF CONTENTS Page ARTICLE I

April 3, 2025 EX-3.1

Certificate of Designations, Powers, Preferences and Rights of Series A Non-Voting Convertible Preferred Stock of Victory Capital Holdings, Inc.

Exhibit 3.1 CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK OF VICTORY CAPITAL HOLDINGS, INC. (Effective April 1, 2025) (Pursuant to Section 151 of the General Corporation of the State of Delaware) Victory Capital Holdings, Inc., a Delaware corporation (the “Corporation”), hereby certifies that the following resolution was adopted

April 3, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 1, 2025 Date of Report (Date of Earliest Event Reported) Victory Capital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38388 32-0402956 (State or Other Jurisdiction (Commission (IRS Employer

March 28, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒     Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

March 28, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒     Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 11, 2025 Date of Report (date of earliest event reported) Victory Capital Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 11, 2025 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employe

March 11, 2025 EX-99.1

Victory Capital Reports February 2025 Total Client Assets

EXHIBIT 99.1 News Release Victory Capital Reports February 2025 Total Client Assets San Antonio, Texas, March 11, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $175.5 billion, Other Assets of $4.1 billion, and Total Client Assets of $179.5 billion, as of February 28, 2025. For the month of February, a

March 6, 2025 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 06, 2025 Victory Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38388 32-0402956 (State or Other Jurisdiction of Incorporation) (Comm

March 6, 2025 EX-16.1

Letter from Ernst & Young LLP, dated March 6, 2025.

EXHIBIT 16.1 March 6, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated March 6, 2025, of Victory Capital Holdings, Inc. and are in agreement with the statements contained in paragraphs 2 and 3 therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Yo

February 28, 2025 EX-19.1

Victory Capital Holdings, Inc. Insider Trading Policy, Effective July 12, 2023 (filed herewith).

EXHIBIT 19.1 VICTORY CAPITAL HOLDINGS, INC. INSIDER TRADING POLICY I. INTRODUCTION Ownership by the members of the Board of Directors of Victory Capital Holdings, Inc. (the “Company”), its officers and its employees (and the directors, officers and employees of any subsidiary of the Company; all of the foregoing being referred to herein from time to time as “team members”) of Company securities is

February 28, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to Commission file number: 001-38

February 28, 2025 EX-10.40

Amendment of the Victory Capital Management Inc. Deferred Compensation Plan, dated as of November 19, 2024 (filed herewith).

Exhibit 10.40 First Amendment VICTORY CAPITAL MANAGEMENT INC. DEFERRED COMPENSATION PLAN WHEREAS, Victory Capital Management Inc. (“Employer”) has adopted and maintains the Victory Capital Management Inc. Deferred Compensation Plan (“Plan”) for the benefit of eligible employees; WHEREAS, the Employer is permitted and desires to change the Definition of Compensation pursuant to Plan Section 8.2; ES

February 28, 2025 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries of Victory Capital Holdings, Inc. Name* Jurisdiction VCH Holdings, LLC Delaware Victory Capital Operating, LLC Delaware Victory Capital Management Inc. New York Victory Capital Services, Inc. Delaware Victory Company Transfer Agency, Inc. Delaware WestEnd Advisors, LLC North Carolina * The names of certain subsidiaries have been omitted. As of the end of the year covered

February 14, 2025 EX-99.1

Joint Filing Agreement

EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value $0.01 per share, of Fidelis Insurance Holdings Limited, a Bermuda limited company, and further agrees that thi

February 11, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 11, 2025 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Empl

February 11, 2025 EX-99.1

Victory Capital Reports January 2025 Total Client Assets

News Release Victory Capital Reports January 2025 Total Client Assets San Antonio, Texas, February 11, 2025 ― Victory Capital Holdings, Inc.

February 6, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 6, 2025 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

February 6, 2025 EX-99.1

Victory Capital Reports Record Fourth-Quarter and Full-Year Earnings Per Share

Exhibit 99.1 NEWS RELEASE Victory Capital Reports Record Fourth-Quarter and Full-Year Earnings Per Share Fourth-Quarter Highlights • Total Client Assets of $176.1 billion • Long-term gross flows of $6.6 billion • Long-term net flows of ($1.7) billion • GAAP operating margin of 48.1% • GAAP net income per diluted share of $1.17 • Adjusted EBITDA margin of 54.0% • Adjusted net income with tax benefi

January 10, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 10, 2025 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

January 10, 2025 EX-99.1

Victory Capital Reports December 2024 Total Client Assets Schedules Fourth-Quarter Financial Results Conference Call for February 7

Exhibit 99.1 News Release Victory Capital Reports December 2024 Total Client Assets Schedules Fourth-Quarter Financial Results Conference Call for February 7 San Antonio, Texas, January 10, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $171.9 billion, Other Assets of $4.2 billion, and Total Client Ass

December 19, 2024 EX-99.1

Victory Capital Announces New $200 Million Share Repurchase Program

Exhibit 99.1 News Release Victory Capital Announces New $200 Million Share Repurchase Program San Antonio, Texas, December 19, 2024 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today announced that its Board of Directors has approved a new common stock repurchase program authorizing the repurchase of up to $200 million of its Common Stock through December 31

December 19, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 Victory Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38388 32-0402956 (State or Other Jurisdiction of Incorporation) (C

December 10, 2024 EX-99.1

Victory Capital Reports November 2024 Total Client Assets

Exhibit 99.1 News Release Victory Capital Reports November 2024 Total Client Assets San Antonio, Texas, December 10, 2024 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $179.7 billion, Other Assets of $4.3 billion, and Total Client Assets of $184.0 billion, as of November 30, 2024. For the month of November

December 10, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 10, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Empl

November 12, 2024 EX-99.1

Victory Capital Reports October 2024 Total Client Assets

Exhibit 99.1 News Release Victory Capital Reports October 2024 Total Client Assets San Antonio, Texas, November 11, 2024 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $172.3 billion, Other Assets of $4.2 billion, and Total Client Assets of $176.5 billion, as of October 31, 2024. For the month of October, a

November 12, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 11, 2024 Date of Report (date of earliest event reported) Victory Capital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 11, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Empl

November 8, 2024 EX-2.1

Contribution Agreement, dated July 8, 2024, by and among the Company, Amundi Asset Management S.A.S. and Amundi S.A. (previously filed as Exhibit 2.1 to the Company’s Report on Form 10-Q, File No. 001-38388, dated November 8, 2024)

Exhibit 2.1 Execution Version THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL, AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONTRIBUTION AGREEMENT by and among VICTORY CAPITAL HOLDINGS, INC., AMUNDI ASSET MANAGEMENT S.A.S. and AMUNDI S.A. Dated as of: July 8, 2024 TABLE OF CONTENTS Ar

November 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38388 Victor

November 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 7, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

November 7, 2024 EX-99.1

Victory Capital Reports Strong Third Quarter Results and Record Earnings Per Share

Exhibit 99.1 NEWS RELEASE Victory Capital Reports Strong Third Quarter Results and Record Earnings Per Share Third-Quarter Highlights • Total Client Assets of $181.1 billion • Long-term gross flows of $5.9 billion • Long-term net flows of ($2.6) billion • GAAP operating margin of 53.3% • GAAP net income per diluted share of $1.24 • Adjusted EBITDA margin of 53.7% • Adjusted net income with tax ben

October 15, 2024 EX-99.1

Victory Capital Shareholders Approve All Ballot Proposals at Special Meeting of Stockholders

EXHIBIT 99.1 News Release Victory Capital Shareholders Approve All Ballot Proposals at Special Meeting of Stockholders San Antonio, Texas, October 14, 2024 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today announced that the Company’s stockholders voted to approve all proposals related to the previously announced contribution agreement between Victory Capit

October 15, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 11, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

October 9, 2024 EX-99.1

Victory Capital Reports September 2024 Total Client Assets Schedules Third-Quarter Financial Results Conference Call for November 8

EXHIBIT 99.1 News Release Victory Capital Reports September 2024 Total Client Assets Schedules Third-Quarter Financial Results Conference Call for November 8 San Antonio, Texas, October 9, 2024 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $176.1 billion, Other Assets of $5.0 billion, and Total Client Asse

October 9, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 9, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employ

September 30, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 30, 2024 Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (I.R.S.

September 30, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

September 11, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 11, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emp

September 11, 2024 EX-99.1

Victory Capital Reports August 2024 Total Client Assets

EXHIBIT 99.1 News Release Victory Capital Reports August 2024 Total Client Assets San Antonio, Texas, September 11, 2024 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $173.8 billion, Other Assets of $4.9 billion, and Total Client Assets of $178.8 billion, as of August 31, 2024. For the month of August, ave

September 6, 2024 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

August 20, 2024 EX-FILING FEES

Table 1: Transaction Valuation

Calculation of Filing Fee Tables Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 1,143,465,870.

August 20, 2024 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

August 12, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 12, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employ

August 12, 2024 EX-99.1

Victory Capital Reports July 2024 Total Client Assets

Exhibit 99.1 News Release Victory Capital Reports July 2024 Total Client Assets San Antonio, Texas, August 12, 2024 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $172.1 billion, Other Assets of $4.8 billion, and Total Client Assets of $177.0 billion, as of July 31, 2024. For the month of June, average Tota

August 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38388 Victory Cap

August 8, 2024 EX-99.1

Victory Capital Reports Strong Second Quarter Results and Record Earnings Per Share

Exhibit 99.1 NEWS RELEASE Victory Capital Reports Strong Second Quarter Results and Record Earnings Per Share Second-Quarter Highlights • Total Client Assets of $173.8 billion • Long-term gross flows of $5.8 billion • Long-term net flows of ($1.7) billion • GAAP operating margin of 50.4% • GAAP net income per diluted share of $1.12 • Adjusted EBITDA margin of 53.0% • Adjusted net income with tax b

August 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employe

July 16, 2024 EX-99.1

Joint Filing Agreement

EX-99.1 2 dp214457ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.01 per share, of Victory Capital Holdings, Inc., a Delawar

July 16, 2024 SC 13G/A

VCTR / Victory Capital Holdings, Inc. / Crestview Partners II GP, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Victory Capital Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 92645B103 (CUSIP Number) July 8, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

July 15, 2024 SC 13D

VCTR / Victory Capital Holdings, Inc. / Amundi - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. )* UNDER THE SECURITIES EXCHANGE ACT OF 1934 VICTORY CAPITAL HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 92645B 103 (CUSIP Number) Marc Noël 91-93 Boulevard Pasteur 75015 Paris, France +33 1 76 37 53 37 (Name, Address and Telephone Nu

July 15, 2024 EX-99.1

Joint Filing Agreement, dated July 15, 2024.

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This joint filing agreement is made and entered into as of this 15th day of July, 2024, between Amundi S.A. and Amundi Asset Management S.A.S. Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees that only one statement containing the information required by Schedule 13D needs be filed wi

July 15, 2024 EX-99.3

Voting Agreement, dated as of July 8, 2024.

EX-99.3 Exhibit 3 Execution Version VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of July 8, 2024, is entered into by and between Amundi Asset Management S.A.S., a French sociéte par actions simplifiée (“Seller”), Crestview Victory, L.P., a Delaware limited partnership and Crestview Advisors, L.L.C., a Delaware limited liability company (each a “Stockholder” and together the

July 12, 2024 EX-2.1

Contribution Agreement, dated July 8, 2024, by and among Victory Capital Holdings, Inc., Amundi Asset Management S.A.S and Amundi S.A.*

Exhibit 2.1 Execution Version THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL, AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONTRIBUTION AGREEMENT by and among VICTORY CAPITAL HOLDINGS, INC., AMUNDI ASSET MANAGEMENT S.A.S. and AMUNDI S.A. Dated as of: July 8, 2024 TABLE OF CONTENTS Ar

July 12, 2024 EX-2.1

Contribution Agreement, dated July 8, 2024, by and among Victory Capital Holdings, Inc., Amundi Asset Management S.A.S and Amundi S.A.*

Exhibit 2.1 Execution Version THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL, AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONTRIBUTION AGREEMENT by and among VICTORY CAPITAL HOLDINGS, INC., AMUNDI ASSET MANAGEMENT S.A.S. and AMUNDI S.A. Dated as of: July 8, 2024 TABLE OF CONTENTS Ar

July 12, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 8, 2024 Date of Report (Date of Earliest Event Reported) Victory Capital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38388 32-0402956 (State or Other Jurisdiction (Commission (IRS Employer

July 12, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 8, 2024 Date of Report (Date of Earliest Event Reported) Victory Capital Holdi

DEFA14A 1 tm2419351d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 8, 2024 Date of Report (Date of Earliest Event Reported) Victory Capital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38388 32-0402956 (State or Othe

July 10, 2024 EX-99.4

Voting Agreement, dated as of July 8, 2024

EX-99.4 2 tm2419214d1ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Execution Version VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of July 8, 2024, is entered into by and between Amundi Asset Management S.A.S., a French sociéte par actions simplifiée (“Seller”), the Employee Shareholders Committee (as defined in the Employee Shareholders Agreement (as defined below)) (solely in its ca

July 10, 2024 EX-99.1

Victory Capital Reports June 2024 Total Client Assets Schedules Second-Quarter Financial Results Conference Call for August 2

EXHIBIT 99.1 News Release Victory Capital Reports June 2024 Total Client Assets Schedules Second-Quarter Financial Results Conference Call for August 2 San Antonio, Texas, July 10, 2024 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $168.7 billion, Other Assets of $5.1 billion, and Total Client Assets of $1

July 10, 2024 SC 13D/A

VCTR / Victory Capital Holdings, Inc. / Brown David Craig - SC 13D/A Activist Investment

SC 13D/A 1 tm2419214d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 7) Victory Capital Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value per

July 10, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 10, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer

July 9, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

July 9, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 09, 2024 Victory Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38388 32-0402956 (State or Other Jurisdiction of Incorporation) (Commi

July 9, 2024 EX-99.1

Victory Capital and Amundi Execute Definitive Agreement to Become Strategic Partners

EXHIBIT 99.1 News Release Victory Capital and Amundi Execute Definitive Agreement to Become Strategic Partners San Antonio, Texas, July 9, 2024 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today announced that it has reached a definitive agreement with Amundi (“Amundi”), for their previously announced transaction. Consistent with the Memorandum of Understand

July 9, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De

June 25, 2024 8-K/A

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 8, 2024 Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commi

June 13, 2024 EX-10.1

Fifth Amendment to Credit Agreement, dated as of June 7, 2024, by and among the Company, the other loan parties thereto, Barclays Bank PLC, as administrative agent, and the lenders party thereto.

Exhibit 10.1 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of June 7, 2024, among VICTORY CAPITAL HOLDINGS, INC., as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and BARCLAYS BANK PLC, as Administrative Agent RBC CAPITAL MARKETS, as Lead Arranger and Bookrunner FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of

June 13, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 07, 2024 Victory Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38388 32-0402956 (State or Other Jurisdiction of Incorporation) (Commi

June 11, 2024 EX-99.1

Victory Capital Reports May 2024 Total Client Assets

Exhibit 99.1 News Release Victory Capital Reports May 2024 Total Client Assets San Antonio, Texas, June 11, 2024 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $168.5 billion, Other Assets of $4.9 billion, and Total Client Assets of $173.4 billion, as of May 31, 2024. For the month of May, average Total AUM

June 11, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 11, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer

June 5, 2024 S-8

As filed with the Securities and Exchange Commission on June 5, 2024

As filed with the Securities and Exchange Commission on June 5, 2024 Registration No.

June 5, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Victory Capital Holdings, Inc.

May 10, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38388 Victory Ca

May 9, 2024 EX-99.1

Victory Capital Reports Strong First-Quarter Results

NEWS RELEASE Victory Capital Reports Strong First-Quarter Results First-Quarter Highlights • Total Client Assets of $175.

May 9, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer o

May 9, 2024 EX-99.1

Victory Capital Reports April 2024 Total Client Assets

Exhibit 99.1 News Release Victory Capital Reports April 2024 Total Client Assets San Antonio, Texas, May 9, 2024 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $163.6 billion, Other Assets of $4.7 billion, and Total Client Assets of $168.3 billion, as of April 30, 2024. For the month of April, Average Total

May 9, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer o

May 8, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 8, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer o

April 16, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 16, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction of incorporation) (Commi

April 16, 2024 EX-99.1

Amundi and Victory Capital announce plan to establish a strategic partnership:

Exhibit 99.1 Amundi and Victory Capital announce plan to establish a strategic partnership: • Amundi US to combine into Victory Capital • Amundi to become a strategic shareholder of Victory Capital • Reciprocal 15-year exclusive distribution agreements Paris (France) & San Antonio (Texas, United-States) 16 April 2024, Amundi and Victory Capital (Nasdaq: VCTR) are announcing today that they have si

April 9, 2024 EX-99.1

Victory Capital Reports March 2024 Total Client Assets Schedules First-Quarter Financial Results Conference Call for May 10

Exhibit 99.1 News Release Victory Capital Reports March 2024 Total Client Assets Schedules First-Quarter Financial Results Conference Call for May 10 San Antonio, Texas, April 9, 2024 — Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $170.3 billion, Other Assets of $5.1 billion, and Total Client Assets of $175

April 9, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 9, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction of incorporation) (Commis

March 28, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒     Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D

March 28, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒     Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

March 11, 2024 EX-99.1

Victory Capital Reports February 2024 Total Client Assets

EX-99.1 2 d760290dex991.htm EX-99.1 Exhibit 99.1   News Release Victory Capital Reports February 2024 Total Client Assets San Antonio, Texas, March 11, 2024 — Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $164.9 billion, Other Assets of $5.5 billion, and Total Client Assets of $170.3 billion, as of February

March 11, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 11, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction of incorporation) (Commi

February 29, 2024 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries of Victory Capital Holdings, Inc. Name* Jurisdiction VCH Holdings, LLC Delaware Victory Capital Operating, LLC Delaware Victory Capital Management Inc. New York Victory Capital Services, Inc. Delaware Victory Company Transfer Agency, Inc. Delaware WestEnd Advisors, LLC North Carolina * The names of certain subsidiaries have been omitted. As of the end of the year covered

February 29, 2024 SC 13D/A

VCTR / Victory Capital Holdings, Inc. / Brown David Craig - SC 13D/A Activist Investment

SC 13D/A 1 d781193dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 6) Victory Capital Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value per sh

February 29, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to Commission file number: 001-38

February 29, 2024 EX-97

Victory Capital Holdings, Inc. Compensation Clawback Policy, Effective October 26, 2023 (filed as Exhibit 97 to the Company's Report on Form 10-K, File No. 001-38388, on February 29, 2024).

Exhibit 97 VICTORY CAPITAL HOLDINGS, INC. Clawback Policy 1. Purpose; Overview. The purpose of this Clawback Policy (this “Policy”) is to set forth the circumstances under which a Covered Executive will be required to repay or return Erroneously Awarded Compensation to Victory Capital Holdings, Inc. (together with its Affiliates, the “Company”). The Board of the Company has adopted this Policy in

February 14, 2024 SC 13G/A

VCTR / Victory Capital Holdings, Inc. / Crestview Partners II GP, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Victory Capital Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 92645B103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

February 14, 2024 EX-99.1

Joint Filing Agreement

EX-99.1 2 dp206728ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.01 per share, of Victory Capital Holdings, Inc., a Delawar

February 13, 2024 SC 13G/A

VCTR / Victory Capital Holdings, Inc. / Reverence Capital Partners Opportunities Fund I, L.p. - SC 13G/A Passive Investment

SC 13G/A 1 d787058dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Victory Capital Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securities) 92645B103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement)

February 13, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d787058dex991.htm EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of th

February 12, 2024 EX-99.1

Victory Capital Reports January 2024 Assets Under Management

Exhibit 99.1 Victory Capital Reports January 2024 Assets Under Management SAN ANTONIO-(BUSINESS WIRE)-February 12, 2024-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $165.5 billion as of January 31, 2024, and average assets under management for January of $165.6 billion. Victory Capital Holdings, Inc. Assets Under

February 12, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 12, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Empl

February 8, 2024 EX-99.1

Victory Capital Reports Strong Fourth-Quarter and Full-Year 2023 Results

Exhibit 99.1 Victory Capital Reports Strong Fourth-Quarter and Full-Year 2023 Results Fourth-Quarter 2023 Highlights Total Assets Under Management (AUM) of $166.6 billion1 Long-term gross flows of $6.6 billion in the quarter Long-term net flows of ($1.1) billion in the quarter GAAP operating margin of 41.9% Adjusted EBITDA margin of 52.3% in the quarter2 GAAP net income of $0.82 per diluted share

February 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 8, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

January 10, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 10, 2024 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

January 10, 2024 EX-99.1

Victory Capital Reports December 2023 Assets Under Management

Exhibit 99.1 Victory Capital Reports December 2023 Assets Under Management Schedules Fourth-Quarter Financial Results Conference Call for February 9 SAN ANTONIO, Texas-(BUSINESS WIRE)-January 10, 2024-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $166.6 billion as of December 31, 2023, and average assets under man

December 29, 2023 EX-99.1

Milton Berlinski To Resign from Victory Capital Holdings Board of Directors

Exhibit 99.1 Milton Berlinski To Resign from Victory Capital Holdings Board of Directors SAN ANTONIO-(BUSINESS WIRE)-December 29, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today announced that Milton Berlinski will be stepping down from the Company’s Board of Directors on December 31, 2023, after nine years of service. In 2014, Mr. Berlinski led Revere

December 29, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 29, 2023 Date of Report (date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 29, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Empl

December 11, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 11, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Empl

December 11, 2023 EX-99.1

Victory Capital Reports November 2023 Assets Under Management

Exhibit 99.1 Victory Capital Reports November 2023 Assets Under Management SAN ANTONIO-(BUSINESS WIRE)-December 11, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $159.6 billion as of November 30, 2023, and average assets under management for November of $155.4 billion. Victory Capital Holdings, Inc. Assets Un

November 9, 2023 EX-99.1

Victory Capital Reports October 2023 Assets Under Management

Exhibit 99.1 Victory Capital Reports October 2023 Assets Under Management SAN ANTONIO-(BUSINESS WIRE)-November 9, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $148.9 billion as of October 31, 2023, and average assets under management for October of $151.3 billion. Victory Capital Holdings, Inc. Assets Under

November 9, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

November 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38388 Victor

November 2, 2023 EX-99.1

Victory Capital Reports Strong Third Quarter Earnings

Exhibit 99.1 Victory Capital Reports Strong Third Quarter Earnings Third-Quarter 2023 Highlights Total Assets Under Management (AUM) of $153.5 billion1 Long-term gross flows of $5.3 billion Long-term net flows of ($1.7) billion GAAP operating margin of 38% Adjusted EBITDA margin of 51.1%2 GAAP net income of $0.77 per diluted share Adjusted net income with tax benefit of $1.18 per diluted share2 Bo

November 2, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 2, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

October 10, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 10, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

October 10, 2023 EX-99.1

Victory Capital Reports September 2023 Assets Under Management

Exhibit 99.1 Victory Capital Reports September 2023 Assets Under Management Schedules Third-Quarter Financial Results Conference Call for November 3 SAN ANTONIO-(BUSINESS WIRE)-October 10, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $153.5 billion as of September 30, 2023, and average assets under managemen

September 12, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 12, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emp

September 12, 2023 EX-99.1

Victory Capital Reports August 2023 Assets Under Management

Exhibit 99.1 Victory Capital Reports August 2023 Assets Under Management SAN ANTONIO, Texas-(BUSINESS WIRE)-September 12, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $161.9 billion as of August 31, 2023, and average assets under management for August of $162.1 billion. Victory Capital Holdings, Inc. Assets

August 9, 2023 EX-99.1

Victory Capital Reports July 2023 Assets Under Management

Exhibit 99.1 Victory Capital Reports July 2023 Assets Under Management SAN ANTONIO-(BUSINESS WIRE)-August 9, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $165.9 billion as of July 31, 2023, and average assets under management for July of $163.2 billion. Victory Capital Holdings, Inc. Assets Under Management1

August 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 9, 2023 Date of Report (date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 9, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employe

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38388 Victory Cap

August 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2023 Date of Report (date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employe

August 3, 2023 EX-99.1

Victory Capital Reports Strong Second Quarter Earnings

Exhibit 99.1 Victory Capital Reports Strong Second Quarter Earnings Second-Quarter 2023 Highlights Total Assets Under Management (AUM) of $161.6 billion1 Long-term gross flows of $5.6 billion Long-term net flows of ($2.1) billion GAAP operating margin of 42.9% Adjusted EBITDA margin of 50.9%2 GAAP net income of $0.83 per diluted share Adjusted net income with tax benefit of $1.11 per diluted share

July 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 12, 2023 Date of Report (date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 12, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer

July 12, 2023 EX-99.1

Victory Capital Reports June 2023 Assets Under Management

Exhibit 99.1 Victory Capital Reports June 2023 Assets Under Management Schedules Second-Quarter Financial Results Conference Call for August 4 SAN ANTONIO, Texas-(BUSINESS WIRE)-July 12, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $161.6 billion as of June 30, 2023, and average assets under management for J

June 9, 2023 EX-99.1

Victory Capital Reports May 2023 Assets Under Management

Exhibit 99.1 Victory Capital Reports May 2023 Assets Under Management SAN ANTONIO-(BUSINESS WIRE)-June 9, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $154.8 billion as of May 31, 2023, and average assets under management for May of $155.8 billion. Victory Capital Holdings, Inc. Assets Under Management1 (una

June 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 9, 2023 Date of Report (date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 9, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer

May 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2023 Date of Report (date of earliest event reported) Victory Capital Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer o

May 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2023 Date of Report (date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer o

May 9, 2023 EX-99.1

Victory Capital Reports April 2023 Assets Under Management

Exhibit 99.1 Victory Capital Reports April 2023 Assets Under Management SAN ANTONIO-(BUSINESS WIRE)-May 9, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $157.6 billion as of April 30, 2023, and average assets under management for April of $157.6 billion. The Company also noted a single $1.1 billion institutio

May 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38388 Victory Ca

May 4, 2023 EX-99.1

Victory Capital Reports Strong First-Quarter 2023 Financial Results

Exhibit 99.1 Victory Capital Reports Strong First-Quarter 2023 Financial Results First Quarter 2023 Highlights Total Assets Under Management of $158.6 billion1 Long-term gross flows of $5.8 billion Long-term net flows of -$1.2 billion GAAP operating margin of 37.0% Adjusted EBITDA margin of 49.3%2 GAAP net income of $0.71 per diluted share Adjusted net income with tax benefit of $1.08 per diluted

May 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2023 Date of Report (date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer o

April 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 12, 2023 Date of Report (date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 12, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employe

April 12, 2023 EX-99.1

Victory Capital Reports March 2023 Assets Under Management

Exhibit 99.1 Victory Capital Reports March 2023 Assets Under Management Schedules First-Quarter Financial Results Conference Call for May 5 SAN ANTONIO-(BUSINESS WIRE)-April 12, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $158.6 billion as of March 31, 2023, and average assets under management for the first

March 30, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 30, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d427986ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

March 23, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 22, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction of incorporation) (Commi

March 9, 2023 EX-99.1

Victory Capital Reports February 2023 Assets Under Management

Exhibit 99.1 Victory Capital Reports February 2023 Assets Under Management SAN ANTONIO, Texas-(BUSINESS WIRE)-March 9, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $157.7 billion as of February 28, 2023. The Company also reported average assets under management for the month of February of $160.2 billion. Vi

March 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 9, 2023 Date of Report (date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 9, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer

March 6, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to Commission file number: 001-38

March 6, 2023 EX-10

Fourth Amendment to the 2019 Credit Agreement dated as of September 23, 2022 (filed as Exhibit 10.38 to the Company’s Report on Form 10-K, File No. 001-38388, on March 6, 2023, and incorporated herein by reference).

Exhibit 10.38 Execution Version, conformed through First Amendment dated as of January 17, 2020 and, Second Amendment, dated as of February 18, 2021, Third Amendment dated as of December 31, 2021 and Fourth Amendment dated as of September 23, 2022 and Third Amendment dated as of December 31, 2021 CREDIT AGREEMENT Dated as of July 1, 2019 among VICTORY CAPITAL HOLDINGS, INC., as Borrower, THE FINAN

March 6, 2023 EX-21

List of Subsidiaries

Exhibit 21.1 Subsidiaries of Victory Capital Holdings, Inc. Name* Jurisdiction VCH Holdings, LLC Delaware Victory Capital Operating, LLC Delaware Victory Capital Management Inc. New York Victory Capital Services, Inc. Delaware Victory Company Transfer Agency, Inc. Delaware WestEnd Advisors, LLC North Carolina * The names of certain subsidiaries have been omitted. As of the end of the year covered

February 14, 2023 SC 13G/A

VCTR / Victory Capital Holdings Inc / Crestview Partners II GP, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Victory Capital Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 92645B103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

February 14, 2023 EX-99.1

Joint Filing Agreement

EX-99.1 2 dp188659ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Victory Capital Holdings, Inc., a Delaware corpor

February 13, 2023 SC 13G/A

VCTR / Victory Capital Holdings Inc / Reverence Capital Partners Opportunities Fund I, L.p. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Victory Capital Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securities) 92645B103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to

February 9, 2023 EX-99.1

Victory Capital Reports January 2023 Assets Under Management

Exhibit 99.1 Victory Capital Reports January 2023 Assets Under Management SAN ANTONIO-(BUSINESS WIRE)-February 9, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $161.4 billion as of January 31, 2023. The Company also reported average assets under management for the month of January of $157.1 billion. Victory C

February 9, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 9, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

February 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 9, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

February 9, 2023 EX-99.1

Victory Capital Reports Strong Fourth Quarter\and Full-Year 2022 Results

Exhibit 99.1 Victory Capital Reports Strong Fourth Quarter\and Full-Year 2022 Results Fourth-Quarter 2022 Highlights Total Assets Under Management (AUM) of $153.0 billion1 Long-term gross flows of $6.5 billion in the quarter; $33.3 billion for the full year Long-term net flows of -$4.4 billion in the quarter; and -$2.5 billion for the full year GAAP operating margin of 39.5% Adjusted EBITDA margin

January 27, 2023 EX-99.1

Victory Capital Appoints Vice Admiral Mary M. Jackson to Board of Directors

Exhibit 99.1 News Release Victory Capital Appoints Vice Admiral Mary M. Jackson to Board of Directors San Antonio, Texas, January 27, 2023 — Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported that its Board of Directors has appointed Vice Admiral (Retired) Mary M. Jackson as a Class II Director. Commenting on the appointment, David Brown, Chairman and

January 27, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 26, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction of incorporation) (Com

January 11, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 11, 2023 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

January 11, 2023 EX-99.1

Victory Capital Reports December 2022 Assets Under Management

Exhibit 99.1 Victory Capital Reports December 2022 Assets Under Management Schedules Fourth-Quarter Financial Results Conference Call for February 10 SAN ANTONIO-(BUSINESS WIRE)-January 11, 2023-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $153.0 billion as of December 31, 2022, and average assets under managemen

December 9, 2022 EX-99.1

Victory Capital Reports November 2022 Assets Under Management

Exhibit 99.1 Victory Capital Reports November 2022 Assets Under Management SAN ANTONIO, Texas-(BUSINESS WIRE)-December 9, 2022-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $161.5 billion as of November 30, 2022. The Company also reported average assets under management for the month of November of $157.1 billion.

December 9, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 9, 2022 Date of Report (date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 9, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

November 9, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

November 9, 2022 EX-99.1

Victory Capital Reports October 2022 Assets Under Management

Exhibit 99.1 Victory Capital Reports October 2022 Assets Under Management SAN ANTONIO, Texas-(BUSINESS WIRE)-November 9, 2022-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $154.7 billion as of October 31, 2022. The Company also reported average assets under management for the month of October of $150.5 billion. Vi

November 7, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38388 Victor

November 7, 2022 SC 13D/A

VCTR / Victory Capital Holdings Inc / Brown David Craig - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 5) Victory Capital Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 9264

November 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 3, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

November 3, 2022 EX-99.1

Victory Capital Reports Strong Third-Quarter Earnings and Positive Net Long-Term Flows for Year-to-Date Period

Exhibit 99.1 Victory Capital Reports Strong Third-Quarter Earnings and Positive Net Long-Term Flows for Year-to-Date Period Third-Quarter 2022 Highlights Total Assets Under Management (AUM) of $147.3 billion1 Long-term gross flows of $6.6 billion in the quarter; $26.8 billion YTD Long-term net flows of -$553 million in the quarter; $1.9 billion of positive long-term net flows YTD GAAP operating ma

October 11, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 11, 2022 Date of Report (date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 11, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

October 11, 2022 EX-99.1

Victory Capital Reports September 2022 Assets Under Management and Positive Year-to-Date Long-term Net Flows

Exhibit 99.1 Victory Capital Reports September 2022 Assets Under Management and Positive Year-to-Date Long-term Net Flows Schedules Third-Quarter Financial Results Conference Call for November 4 SAN ANTONIO, Texas-(BUSINESS WIRE)-October 11, 2022-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported assets under management (AUM) of $147.3 billion as of S

September 12, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 12, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emp

September 12, 2022 EX-99.1

Victory Capital Reports August 2022 Assets Under Management

Exhibit 99.1 Victory Capital Reports August 2022 Assets Under Management SAN ANTONIO-(BUSINESS WIRE)-September 12, 2022-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $159.1 billion as of August 31, 2022. The Company also reported average net assets under management for the month of August of $163.6 billion. Victor

August 10, 2022 EX-99.1

Victory Capital Reports July 2022 Assets Under Management

Exhibit 99.1 Victory Capital Reports July 2022 Assets Under Management SAN ANTONIO-(BUSINESS WIRE)-August 10, 2022-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $164.2 billion as of July 31, 2022. The Company also reported average net assets under management for the month of July of $158.1 billion. Victory Capital

August 10, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 10, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employ

August 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38388 Victory Cap

August 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 4, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employe

August 4, 2022 EX-99.1

Victory Capital Reports Strong Second Quarter Earnings and Positive Net Long-Term Flows for First Half of Year

Exhibit 99.1 Victory Capital Reports Strong Second Quarter Earnings and Positive Net Long-Term Flows for First Half of Year Second-Quarter 2022 Highlights Total Assets Under Management (AUM) of $154.9 billion1 Long-term gross flows of $9.2 billion in the second quarter; $20.2 billion in the year-to-date period Long-term net flows of ($0.6) billion in the second quarter; $2.4 billion of positive lo

July 13, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 13, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer

July 13, 2022 EX-99.1

Victory Capital Reports June 2022 Assets Under Management and Positive Long-term Net Flows for First Half of 2022

Exhibit 99.1 Victory Capital Reports June 2022 Assets Under Management and Positive Long-term Net Flows for First Half of 2022 Schedules Second-Quarter Financial Results Conference Call for August 5 SAN ANTONIO, Texas-(BUSINESS WIRE)-July 13, 2022-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $154.9 billion as of

June 10, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 10, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer

June 10, 2022 EX-99.1

Victory Capital Reports May 2022 Assets Under Management

Exhibit 99.1 Victory Capital Reports May 2022 Assets Under Management SAN ANTONIO, Texas-(BUSINESS WIRE)-June 10, 2022-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $166.9 billion as of May 31, 2022. Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management1 (unaudited; in millions) As of: By Asset C

May 18, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 17, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer

May 11, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer

May 11, 2022 EX-99.1

Victory Capital Reports April 2022 Assets Under Management

Exhibit 99.1 Victory Capital Reports April 2022 Assets Under Management SAN ANTONIO, Texas-(BUSINESS WIRE)-May 11, 2022-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $166.0 billion as of April 30, 2022. Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management1 (unaudited; in millions) As of: By Asse

May 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38388 Victory Ca

May 9, 2022 SC 13D/A

VCTR / Victory Capital Holdings Inc / Brown David Craig - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4) Victory Capital Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 9264

May 5, 2022 EX-99.1

Victory Capital Reports First-Quarter 2022 Financial Results and New $100 Million Share Repurchase Program

Exhibit 99.1 Victory Capital Reports First-Quarter 2022 Financial Results and New $100 Million Share Repurchase Program First Quarter 2022 Highlights Total Assets Under Management (AUM) of $178.1 billion1 Long-term gross flows of $11.0 billion Long-term net inflows of $3.0 billion GAAP operating margin of 44.1% Adjusted EBITDA margin of 49.7%2 GAAP net income of $0.97 per diluted share Adjusted ne

May 5, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 5, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer o

April 12, 2022 EX-99.1

Victory Capital Reports March 2022 Assets Under Management

Exhibit 99.1 Victory Capital Reports March 2022 Assets Under Management Schedules First-Quarter Financial Results Conference Call for May 6 SAN ANTONIO-(BUSINESS WIRE)-April 12, 2022-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $178.1 billion as of March 31, 2022. The Company also reported that net flows were pos

April 12, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 12, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employe

April 6, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

April 6, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 14, 2022 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries of Victory Capital Holdings, Inc. Name* Jurisdiction VCH Holdings, LLC Delaware Victory Capital Operating, LLC Delaware Victory Capital Management Inc. New York Victory Capital Services, Inc. Delaware Victory Company Transfer Agency, Inc. Delaware WestEnd Advisors, LLC North Carolina * The names of certain subsidiaries have been omitted. As of the end of the year covered

March 14, 2022 EX-99.2

FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 AND INDEPENDENT AUDITORS’ REPORT

Exhibit 99.2 FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 AND INDEPENDENT AUDITORS? REPORT INDEPENDENT AUDITORS' REPORT To the Members of WestEnd Advisors, LLC: We have audited the accompanying financial statements of WestEnd Advisors, LLC (the ?Company?) which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of income, changes in rede

March 14, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to Commission file number: 001-38388 Victory Capita

March 14, 2022 EX-99.3

FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

Exhibit 99.3 FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 WESTEND ADVISORS, LLC BALANCE SHEETS SEPTEMBER 30, 2021 AND DECEMBER 31, 2020 ASSETS 2021 2020 CURRENT ASSETS: Cash and cash equivalents $ 3,398,756 $ 1,286,949 Accounts receivable 4,373,741 1,224,879 Other receivable 268,652 Prepaid expenses 298,560 201,682 Total current assets 8,339,709 2,713,510 PROPERTY: Co

March 14, 2022 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 14, 2022 (December 31, 2021) Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or oth

March 14, 2022 EX-99.4

Pro forma

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS As of September 30, 2021 (in thousands) Other Victory Transaction transaction Capital WestEnd accounting accounting Pro forma historical historical adjustments Notes adjustments Notes combined ASSETS Cash and cash equivalents $ 64,740 $ 3,399 $ (477,023 ) (a) 493,728 (a) $ 84,844 Receivables 103,180 4,643 (59 ) (b) ? 107,764 Prepai

March 10, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 10, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employe

March 10, 2022 EX-99.1

Victory Capital Reports February 2022 Assets Under Management

Exhibit 99.1 Victory Capital Reports February 2022 Assets Under Management SAN ANTONIO-(BUSINESS WIRE)-March 10, 2022-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $176.0 billion as of February 28, 2022. Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management1 (unaudited; in millions) As of: By Ass

February 14, 2022 EX-99.2

Power of Attorney In Connection With Reports on Schedule 13G or 13D

Exhibit 99.2 Power of Attorney In Connection With Reports on Schedule 13G or 13D Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Rose the undersigned?s true and lawful attorney-in-fact and agent to: (1) Prepare, execute in the undersigned?s name and on the undersigned?s behalf, and submit to the United States Securities and Exchange Commission reports on

February 14, 2022 SC 13G/A

VCTR / Victory Capital Holdings Inc / GRANAHAN INVESTMENT MANAGEMENT INC/MA Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Victory Capital Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 92645B103 (CUSIP Number) December 31, 2021 (Date of E

February 14, 2022 SC 13G/A

VCTR / Victory Capital Holdings Inc / Steamboat Capital Partners, LLC - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Victory Capital Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 92645B103 (CUSIP Number) 12/31/21 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

February 11, 2022 SC 13G/A

VCTR / Victory Capital Holdings Inc / Crestview Partners II GP, L.P. - AMENDMENT NO. 3 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Victory Capital Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 92645B103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

February 11, 2022 EX-99.1

Joint Filing Agreement

EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.01 per share, of Victory Capital Holdings, Inc., a Delaware corporation, and further agrees that thi

February 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 10, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Empl

February 10, 2022 EX-99.1

Victory Capital Reports January 2022 Assets Under Management

Exhibit 99.1 Victory Capital Reports January 2022 Assets Under Management SAN ANTONIO-(BUSINESS WIRE)-February 10, 2022-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $176.8 billion as of January 31, 2022. Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management1 (unaudited; in millions) As of: By As

February 10, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 10, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Empl

February 10, 2022 EX-99.1

Victory Capital Reports Record Fourth-Quarter 2021 Financial Results

Exhibit 99.1 Victory Capital Reports Record Fourth-Quarter 2021 Financial Results Fourth Quarter 2021 Highlights Total Assets Under Management (AUM) of $183.7 billion1 Long-term gross flows of $5.5 billion Long-term net outflows of $3.4 billion GAAP operating margin of 39.2% Adjusted EBITDA margin of 50.2%2 GAAP net income of $0.94 per diluted share Adjusted net income with tax benefit of $1.27 pe

January 12, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 12, 2022 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

January 12, 2022 EX-99.1

Victory Capital Reports December 2021 Assets Under Management

Exhibit 99.1 Victory Capital Reports December 2021 Assets Under Management Schedules Fourth-Quarter Financial Results Conference Call for February 11 SAN ANTONIO, Texas-(BUSINESS WIRE)-January 12, 2022-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $183.7 billion as of December 31, 2021. The Company also reported t

January 5, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 31, 2021 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Empl

January 5, 2022 EX-10.1

Third Amendment to the 2019 Credit Agreement dated as of December 31, 2021 (filed as Exhibit 10.1 to the Company’s Report on Form 8-K, File No. 001-38388, on January 5, 2022, and incorporated herein by reference).

Exhibit 10.1 Execution Version, conformed through First Amendment dated as of January 17, 2020 and Second Amendment, dated as of February 18, 2021 and Third Amendment dated as of December 31, 2021 CREDIT AGREEMENT Dated as of July 1, 2019 among VICTORY CAPITAL HOLDINGS, INC., as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, BARCLAYS BANK PLC, as Administrative Agent, Swingline Len

January 5, 2022 EX-99.1

Victory Capital Closes Acquisition of WestEnd Advisors

Exhibit 99.1 News Release Victory Capital Closes Acquisition of WestEnd Advisors San Antonio, Texas, January 3, 2022 ? Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital?) today announced that it successfully closed the previously announced acquisition of WestEnd Advisors (?WestEnd?) on December 31, 2021. David Brown, Chairman and CEO of Victory Capital, said, ?WestEnd represents our

December 10, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 10, 2021 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Empl

December 10, 2021 EX-99.1

Victory Capital Reports November 2021 Assets Under Management

Exhibit 99.1 Victory Capital Reports November 2021 Assets Under Management SAN ANTONIO, Texas-(BUSINESS WIRE)-December 10, 2021-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $160.5 billion as of November 30, 2021. Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management1 (unaudited; in millions) As

November 23, 2021 EX-99.1

Victory Capital Stockholders Approve Elimination of Dual-Class Share Structure

Exhibit 99.1 News Release Victory Capital Stockholders Approve Elimination of Dual-Class Share Structure San Antonio, Texas, November 22, 2021 ? Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today announced that its stockholders approved the Company?s previously announced proposal (the ?Proposal?) to eliminate the Company?s dual-class share structure at a Speci

November 23, 2021 EX-3.1

Second Amended and Restated Certificate of Incorporation of the Registrant (Filed as Exhibit 3.1 to the Company’s Report on Form 8-K, File No. 001-38388, dated November 23, 2021, and incorporated herein by reference).

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VICTORY CAPITAL HOLDINGS, INC. Victory Capital Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows: (1)The original Certificate of Incorporation of the Corporation was filed with the office of the Secretary of State of the State of Dela

November 23, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 19, 2021 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Empl

November 22, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 17, 2021 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Employer of incorp

November 22, 2021 EX-1.1

Underwriting Agreement dated as of November 17, 2021 (Filed as Exhibit 1.1 to the Company’s Report on Form 8-K, File No. 001-38388, dated November 22, 2021, and incorporated herein by reference).

Exhibit 1.1 VICTORY CAPITAL HOLDINGS, INC. (a Delaware corporation) 4,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: November 17, 2021 VICTORY CAPITAL HOLDINGS, INC. (a Delaware corporation) 4,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT November 17, 2021 BofA Securities, Inc. Goldman Sachs & Co. LLC As Representatives of the several Underwriters listed in Sc

November 18, 2021 424B4

4,000,000 Shares Victory Capital Holdings, Inc. Class A Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-259784? P R O S P E C T U S??S U P P L E M E N T (to Prospectus dated October 13, 2021) 4,000,000 Shares Victory Capital Holdings, Inc. Class A Common Stock The selling stockholders named in this prospectus supplement are offering 4,000,000 shares of Class A common stock of Victory Capital Holdings, Inc. We will not receive

November 17, 2021 424B3

Subject to Completion, dated November 17, 2021

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

November 10, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 10, 2021 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Empl

November 10, 2021 EX-99.1

Victory Capital Reports October 2021 Assets Under Management

Exhibit 99.1 Victory Capital Reports October 2021 Assets Under Management SAN ANTONIO-(BUSINESS WIRE)-November 10, 2021-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $162.6 billion as of October 31, 2021. Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management1 (unaudited; in millions) As of: By As

November 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38388 Victor

November 8, 2021 SC 13D/A

VCTR / Victory Capital Holdings Inc / Brown David Craig - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3) Victory Capital Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securiti

November 8, 2021 EX-2.1

Unit Purchase Agreement, dated as of November 4, 2021, by and among the company, WestEnd Advisors, LLC, and the other parties listed thereto (filed as Exhibit 2.1 on Form 10-Q, File No. 001-38388, on November 8, 2021, and incorporated herein by reference).

Exhibit 2.1 Execution Version UNIT PURCHASE AGREEMENT AMONG MICHAEL W. GOLDMAN, EDMUND N. DURDEN, FREDERICK O. PORTER, F. STAUNTON HARKINS, III, MARION W. PEEBLES, JASON M. LEIBOWITZ, GRAHAM K. HUNT, KUDU INVESTMENT FUND PARTNERS I, LP, WESTEND ADVISORS, LLC, SELLER REPRESENTATIVE AND VICTORY CAPITAL HOLDINGS, INC. DATED NOVEMBER 4, 2021 TABLE OF CONTENTS Page 1. Purchase and Sale of Units.2 1.1 S

November 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2021 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

November 4, 2021 EX-99.1

Victory Capital Reports Record Third-Quarter 2021 Financial Results

Exhibit 99.1 Victory Capital Reports Record Third-Quarter 2021 Financial Results Third Quarter 2021 Highlights Total Assets Under Management (AUM) of $159.9 billion Long-term gross flows of $5.7 billion Long-term net inflows of $0.1 billion GAAP operating margin expands to 43.7% Adjusted EBITDA margin expands to 50.8%1 GAAP net income of $1.00 per diluted share Adjusted net income with tax benefit

November 3, 2021 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as per

October 12, 2021 EX-99.1

Victory Capital Reports September 2021 Assets Under Management

Exhibit 99.1 Victory Capital Reports September 2021 Assets Under Management Schedules Third-Quarter Financial Results Conference Call for November 5 SAN ANTONIO-(BUSINESS WIRE)-October 12, 2021-Victory Capital Holdings, Inc. (NASDAQ: VCTR) (?Victory Capital? or the ?Company?) today reported assets under management (AUM) of $159.9 billion as of September 30, 2021. The Company also reported that it

October 12, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 12, 2021 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emplo

October 8, 2021 CORRESP

-2-

CORRESP 1 filename1.htm October 8, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: David Lin, Staff Attorney Re: Victory Capital Holdings, Inc. Registration Statement on Form S-3 Filed September 24, 2021 File No. 333-259784 Dear Mr. Lin: Reference is made to the Registration Statement on Form S-3 filed by

September 27, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 27, 2021 Date of Report (date of earliest event reported) Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38388 32-0402956 (State or other jurisdiction (Commission (IRS Emp

September 27, 2021 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as perm

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