VCTR / Victory Capital Holdings, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

Victory Capital Holdings, Inc.
US ˙ NasdaqGS ˙ US92645B1035

Basisstatistiken
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)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
May 21, 2026 8-K

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Item 9.01 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): May 18, 2026 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

May 21, 2026 EX-10.1

SEVENTH AMENDMENT TO CREDIT AGREEMENT VICTORY CAPITAL HOLDINGS, INC., BANK OF AMERICA, N.A., RBC CAPITAL MARKETS1 SEVENTH AMENDMENT TO CREDIT AGREEMENT RECITALS: VICTORY CAPITAL HOLDINGS, INC., LOAN GUARANTORS: VCH HOLDINGS, LLC, VICTORY CAPITAL MANA

Exhibit 10.1 Execution Version SEVENTH AMENDMENT TO CREDIT AGREEMENT dated as of May 18, 2026, among VICTORY CAPITAL HOLDINGS, INC., as the Borrower, the other Loan Parties party hereto, the Participating Lenders and Fronting Bank party hereto, and BANK OF AMERICA, N.A., as Administrative Agent RBC CAPITAL MARKETS1 as Lead Arranger and Bookrunner 1 RBC Capital Markets is a brand name for the capit

May 12, 2026 EX-99.1

Victory Capital Reports April 2026 Total Client Assets

Exhibit 99.1 News Release Victory Capital Reports April 2026 Total Client Assets San Antonio, Texas, May 12, 2026 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $329.1 billion, Other Assets of $3.5 billion, and Total Client Assets of $332.6 billion, as of April 30, 2026. For the month of April, Average Tota

May 12, 2026 8-K

Item 8.01. Other Events. Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: May 12, 2026 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Admini

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 12, 2026 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 12, 2026 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders. VICTORY CAPITAL HOLDINGS, INC. Date: May 12, 2026 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Administrative

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 6, 2026 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, 2026 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, 2026 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 6, 2026 8-K

Item 2.02. Results of Operations and Financial Condition Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: May 6, 2026 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chief Fin

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 6, 2026 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 6, 2026 EX-99.1

Victory Capital Reports Record First Quarter Results

Exhibit 99.1 NEWS RELEASE Victory Capital Reports Record First Quarter Results First-Quarter Highlights • Total Client Assets of $313.1 billion • Long-term gross flows of $18.9 billion • Long-term net flows of ($457) million • GAAP operating margin of 41.0% • GAAP net income per diluted share of $1.33 • Adjusted EBITDA margin of 52.6% • Adjusted net income with tax benefit per diluted share of $1.

April 13, 2026 8-K

Item 8.01. Other Events. Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: April 13, 2026 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Admi

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 13, 2026 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 13, 2026 EX-99.1

Victory Capital Reports March 2026 Total Client Assets Schedules First-Quarter Financial Results Conference Call for May 7

Exhibit 99.1 News Release Victory Capital Reports March 2026 Total Client Assets Schedules First-Quarter Financial Results Conference Call for May 7 San Antonio, Texas, April 13, 2026 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $309.8 billion, Other Assets of $3.3 billion, and Total Client Assets of $313

March 27, 2026 ARS

ARS

2025 ANNUAL REPORTStrategic Partnership with Amundi Our strategic partnership with Amundi has truly globalized our business.

March 27, 2026 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 27, 2026 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

March 24, 2026 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 24, 2026 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 24, 2026 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 24, 2026 EX-99.1

Victory Capital Withdraws Proposal to Acquire Janus Henderson

Exhibit 99.1 News Release Victory Capital Withdraws Proposal to Acquire Janus Henderson San Antonio, Texas, March 24, 2026 – Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today announced that it has withdrawn its proposal to acquire Janus Henderson Group plc (“Janus Henderson”). As Victory Capital has consistently stated, it was only prepared to move forward wi

March 23, 2026 EX-99.1

Victory Capital Sets the Record Straight on Actionability of Its Clearly Superior Proposal to Acquire Janus Henderson Trian’s Efforts to Blanket Market with Misinformation Should Not Deny Janus Henderson Shareholders a Superior and Compelling Opportu

Exhibit 99.1 News Release Victory Capital Sets the Record Straight on Actionability of Its Clearly Superior Proposal to Acquire Janus Henderson Trian’s Efforts to Blanket Market with Misinformation Should Not Deny Janus Henderson Shareholders a Superior and Compelling Opportunity Victory Capital’s Exceptional Financial Performance Underscores Strong Fundamentals and Reinforces Ability to Generate

March 23, 2026 EX-99.1

Victory Capital Sets the Record Straight on Actionability of Its Clearly Superior Proposal to Acquire Janus Henderson Trian’s Efforts to Blanket Market with Misinformation Should Not Deny Janus Henderson Shareholders a Superior and Compelling Opportu

Exhibit 99.1 News Release Victory Capital Sets the Record Straight on Actionability of Its Clearly Superior Proposal to Acquire Janus Henderson Trian’s Efforts to Blanket Market with Misinformation Should Not Deny Janus Henderson Shareholders a Superior and Compelling Opportunity Victory Capital’s Exceptional Financial Performance Underscores Strong Fundamentals and Reinforces Ability to Generate

March 23, 2026 425

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 23, 2026 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 23, 2026 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 23, 2026 425

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 23, 2026 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 23, 2026 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 23, 2026 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 23, 2026 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 23, 2026 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 23, 2026 EX-99.1

Victory Capital Sets the Record Straight on Actionability of Its Clearly Superior Proposal to Acquire Janus Henderson Trian’s Efforts to Blanket Market with Misinformation Should Not Deny Janus Henderson Shareholders a Superior and Compelling Opportu

Exhibit 99.1 News Release Victory Capital Sets the Record Straight on Actionability of Its Clearly Superior Proposal to Acquire Janus Henderson Trian’s Efforts to Blanket Market with Misinformation Should Not Deny Janus Henderson Shareholders a Superior and Compelling Opportunity Victory Capital’s Exceptional Financial Performance Underscores Strong Fundamentals and Reinforces Ability to Generate

March 17, 2026 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 17, 2026 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 17, 2026 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 17, 2026 EX-99.1

Victory Capital Submits Improved, Actionable and Clearly Superior Proposal to Acquire Janus Henderson Enhanced Financial Terms Provide Higher Value and Greater Certainty for Janus Henderson Shareholders; Materially Exceeds Value of Trian’s Contemplat

Exhibit 99.1 News Release Victory Capital Submits Improved, Actionable and Clearly Superior Proposal to Acquire Janus Henderson Enhanced Financial Terms Provide Higher Value and Greater Certainty for Janus Henderson Shareholders; Materially Exceeds Value of Trian’s Contemplated Transaction Gives Special Committee Another Opportunity to Consider Improved, Superior Proposal from Independent Third Pa

March 17, 2026 425

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 17, 2026 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 17, 2026 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 17, 2026 425

March 17, 2026 Proposal Comparison Key Term Trian Agreement Victory Proposal (2/26) Improved Victory Proposal (3/17) Price > $49.00 per share > $57.04 per share based on a $77.27 Victory share price (2/25/26) > $56.84 per share based on a $67.36 Vict

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) March 17, 2026 Background to Improved Proposal • February 26, 2026: Victory submitted letter to the JHG Special Committee reiterating its interest t

March 17, 2026 EX-99.1

Victory Capital Submits Improved, Actionable and Clearly Superior Proposal to Acquire Janus Henderson Enhanced Financial Terms Provide Higher Value and Greater Certainty for Janus Henderson Shareholders; Materially Exceeds Value of Trian’s Contemplat

Exhibit 99.1 News Release Victory Capital Submits Improved, Actionable and Clearly Superior Proposal to Acquire Janus Henderson Enhanced Financial Terms Provide Higher Value and Greater Certainty for Janus Henderson Shareholders; Materially Exceeds Value of Trian’s Contemplated Transaction Gives Special Committee Another Opportunity to Consider Improved, Superior Proposal from Independent Third Pa

March 17, 2026 EX-99.1

Victory Capital Submits Improved, Actionable and Clearly Superior Proposal to Acquire Janus Henderson Enhanced Financial Terms Provide Higher Value and Greater Certainty for Janus Henderson Shareholders; Materially Exceeds Value of Trian’s Contemplat

Exhibit 99.1 News Release Victory Capital Submits Improved, Actionable and Clearly Superior Proposal to Acquire Janus Henderson Enhanced Financial Terms Provide Higher Value and Greater Certainty for Janus Henderson Shareholders; Materially Exceeds Value of Trian’s Contemplated Transaction Gives Special Committee Another Opportunity to Consider Improved, Superior Proposal from Independent Third Pa

March 17, 2026 425

March 17, 2026 Proposal Comparison Key Term Trian Agreement Victory Proposal (2/26) Improved Victory Proposal (3/17) Price > $49.00 per share > $57.04 per share based on a $77.27 Victory share price (2/25/26) > $56.84 per share based on a $67.36 Vict

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) March 17, 2026 Background to Improved Proposal • February 26, 2026: Victory submitted letter to the JHG Special Committee reiterating its interest t

March 17, 2026 425

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 17, 2026 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 17, 2026 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 17, 2026 425

Company Overview Overview Factsheet 2026 Diverse Set of Investment Capabilities and Vehicles Excellent Long-term Investment Performance Value Creation for Shareholders $327B Total Client Assets (as of February 28, 2026) 699 Total Employees • 231 inve

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) Company Overview Overview Factsheet 2026 Diverse Set of Investment Capabilities and Vehicles Excellent Long-term Investment Performance Value Creati

March 17, 2026 425

Company Overview Overview Factsheet 2026 Diverse Set of Investment Capabilities and Vehicles Excellent Long-term Investment Performance Value Creation for Shareholders $327B Total Client Assets (as of February 28, 2026) 699 Total Employees • 231 inve

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) Company Overview Overview Factsheet 2026 Diverse Set of Investment Capabilities and Vehicles Excellent Long-term Investment Performance Value Creati

March 16, 2026 8-K

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 9.01 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): March 13, 2026 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 16, 2026 EX-10.1

RESTRICTED STOCK GRANT NOTICE AND AGREEMENT

Exhibit 10.1 RESTRICTED STOCK GRANT NOTICE AND AGREEMENT Victory Capital Holdings, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of shares of performance vested restricted stock (the “Performance Vested Restricted Stock”) set forth below. The

March 11, 2026 8-K

Item 8.01. Other Events. Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: March 11, 2026 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Admi

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, 2026 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, 2026 425

Victory Capital Responds to Janus Henderson Special Committee’s Continued Lack of Substantive Engagement Regarding Fully Financed, Actionable and Clearly Superior Proposal Special Committee Continues to Support Deal with Trian Rather Than Maximizing

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) News Release Victory Capital Responds to Janus Henderson Special Committee’s Continued Lack of Substantive Engagement Regarding Fully Financed, Acti

March 11, 2026 EX-99.1

Victory Capital Reports February 2026 Total Client Assets

Exhibit 99.1 News Release Victory Capital Reports February 2026 Total Client Assets San Antonio, Texas, March 11, 2026 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $324.0 billion, Other Assets of $3.1 billion, and Total Client Assets of $327.1 billion, as of February 28, 2026. For the month of February, A

March 11, 2026 425

Victory Capital Responds to Janus Henderson Special Committee’s Continued Lack of Substantive Engagement Regarding Fully Financed, Actionable and Clearly Superior Proposal Special Committee Continues to Support Deal with Trian Rather Than Maximizing

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) News Release Victory Capital Responds to Janus Henderson Special Committee’s Continued Lack of Substantive Engagement Regarding Fully Financed, Acti

March 5, 2026 425

* * *

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) On March 5, 2026, Victory Capital Holdings, Inc. (“Victory”) posted the following communication on its LinkedIn page. On March 4, 2026, David C. Bro

March 5, 2026 425

* * *

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) On March 5, 2026, Victory Capital Holdings, Inc. (“Victory”) posted the following communication on its LinkedIn page. On March 4, 2026, David C. Bro

March 4, 2026 425

* * *

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) On March 4, 2026, David C. Brown, Chairman and CEO of Victory Capital Holdings, Inc., joined CNBC’s “Squawk on the Street” with David Faber. A trans

March 4, 2026 425

* * *

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) On March 4, 2026, David C. Brown, Chairman and CEO of Victory Capital Holdings, Inc., joined CNBC’s “Squawk on the Street” with David Faber. A trans

March 2, 2026 425

Victory Capital Chairman and CEO Pens Open Letter to Janus Henderson Employees Highlights Superior Strategic Combination Built Around People, Performance and Alignment of Interests Victory Capital’s Culture of Ownership, Investment Autonomy and Globa

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) News Release Victory Capital Chairman and CEO Pens Open Letter to Janus Henderson Employees Highlights Superior Strategic Combination Built Around P

March 2, 2026 425

Victory Capital Chairman and CEO Pens Open Letter to Janus Henderson Employees Highlights Superior Strategic Combination Built Around People, Performance and Alignment of Interests Victory Capital’s Culture of Ownership, Investment Autonomy and Globa

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) News Release Victory Capital Chairman and CEO Pens Open Letter to Janus Henderson Employees Highlights Superior Strategic Combination Built Around P

February 26, 2026 EX-99.3

STRICTLY PRIVATE AND CONFIDENTIAL

Exhibit 99.3 David C. Brown 15935 La Cantera Parkway Chairman and Chief Executive Officer San Antonio, TX 78256 STRICTLY PRIVATE AND CONFIDENTIAL December 8, 2025 To: The Special Committee of the Board of Directors, Janus Henderson Group plc Victory Capital Holdings, Inc. (“Victory”) is pleased to submit this preliminary, non-binding indication of interest (the “Proposal”) to explore an acquisitio

February 26, 2026 425

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 26, 2026 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 February 26, 2026 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 26, 2026 EX-99.3

STRICTLY PRIVATE AND CONFIDENTIAL

Exhibit 99.3 David C. Brown 15935 La Cantera Parkway Chairman and Chief Executive Officer San Antonio, TX 78256 STRICTLY PRIVATE AND CONFIDENTIAL December 8, 2025 To: The Special Committee of the Board of Directors, Janus Henderson Group plc Victory Capital Holdings, Inc. (“Victory”) is pleased to submit this preliminary, non-binding indication of interest (the “Proposal”) to explore an acquisitio

February 26, 2026 EX-99.1

Victory Capital Affirms Fully Financed, Clearly Superior Proposal to Acquire Janus Henderson Total Consideration of $57.04 Per Share Represents a 37% Premium to Janus Henderson’s Unaffected Share Price as of October 24, 2025 Provides Janus Henderson

Exhibit 99.1 News Release Victory Capital Affirms Fully Financed, Clearly Superior Proposal to Acquire Janus Henderson Total Consideration of $57.04 Per Share Represents a 37% Premium to Janus Henderson’s Unaffected Share Price as of October 24, 2025 Provides Janus Henderson Shareholders with Substantial Premium, Significant Upfront Cash Proceeds and Meaningful Upside Through ~38% Ownership of the

February 26, 2026 EX-99.2

STRICTLY PRIVATE AND CONFIDENTIAL

Exhibit 99.2 David C. Brown 15935 La Cantera Parkway Chairman and Chief Executive Officer San Antonio, TX 78256 STRICTLY PRIVATE AND CONFIDENTIAL December 22, 2025 To: The Special Committee of the Board of Directors, Janus Henderson Group plc On behalf of Victory Capital Holdings, Inc. (“Victory”), I am writing this letter to follow up on the two proposals we submitted to the Special Committee on

February 26, 2026 EX-99.4

STRICTLY PRIVATE AND CONFIDENTIAL

Exhibit 99.4 David C. Brown 15935 La Cantera Parkway Chairman and Chief Executive Officer San Antonio, TX 78256 STRICTLY PRIVATE AND CONFIDENTIAL November 24, 2025 To: The Special Committee of the Board of Directors, Janus Henderson Group plc Victory Capital Holdings, Inc. (“Victory”) is pleased to submit this preliminary, non-binding indication of interest (the “Proposal”) to explore an acquisiti

February 26, 2026 425

Filed by Victory Capital Holdings, Inc.

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) February 26, 2026 VCTR Recent Timeline of JHG Interest • November 24, 2025: Victory submitted a preliminary, non - binding indication of interest to

February 26, 2026 10-K

NOTE 1. Organization and Nature of Business NOTE 2. SIGNIFICANT Accounting Policies NOTE 4. ACQUISITIONS NOTE 5. Fair Value Measurements NOTE 6. Related‑Party Transactions NOTE 9. Goodwill and Other Intangible Assets NOTE 10. Income Taxes NOTE 11. De

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, 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: 001-38

February 26, 2026 425

Filed by Victory Capital Holdings, Inc.

Filed by Victory Capital Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Janus Henderson Group plc (Commission File No. 001-38103) February 26, 2026 VCTR Recent Timeline of JHG Interest • November 24, 2025: Victory submitted a preliminary, non - binding indication of interest to

February 26, 2026 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 February 26, 2026 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 February 26, 2026 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 26, 2026 EX-99.4

STRICTLY PRIVATE AND CONFIDENTIAL

Exhibit 99.4 David C. Brown 15935 La Cantera Parkway Chairman and Chief Executive Officer San Antonio, TX 78256 STRICTLY PRIVATE AND CONFIDENTIAL November 24, 2025 To: The Special Committee of the Board of Directors, Janus Henderson Group plc Victory Capital Holdings, Inc. (“Victory”) is pleased to submit this preliminary, non-binding indication of interest (the “Proposal”) to explore an acquisiti

February 26, 2026 EX-99.2

STRICTLY PRIVATE AND CONFIDENTIAL

Exhibit 99.2 David C. Brown 15935 La Cantera Parkway Chairman and Chief Executive Officer San Antonio, TX 78256 STRICTLY PRIVATE AND CONFIDENTIAL December 22, 2025 To: The Special Committee of the Board of Directors, Janus Henderson Group plc On behalf of Victory Capital Holdings, Inc. (“Victory”), I am writing this letter to follow up on the two proposals we submitted to the Special Committee on

February 26, 2026 EX-99.1

Victory Capital Affirms Fully Financed, Clearly Superior Proposal to Acquire Janus Henderson Total Consideration of $57.04 Per Share Represents a 37% Premium to Janus Henderson’s Unaffected Share Price as of October 24, 2025 Provides Janus Henderson

Exhibit 99.1 News Release Victory Capital Affirms Fully Financed, Clearly Superior Proposal to Acquire Janus Henderson Total Consideration of $57.04 Per Share Represents a 37% Premium to Janus Henderson’s Unaffected Share Price as of October 24, 2025 Provides Janus Henderson Shareholders with Substantial Premium, Significant Upfront Cash Proceeds and Meaningful Upside Through ~38% Ownership of the

February 26, 2026 EX-21.1

Subsidiaries of Victory Capital Holdings, Inc.

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 26, 2026 EX-99.1

Victory Capital Affirms Fully Financed, Clearly Superior Proposal to Acquire Janus Henderson Total Consideration of $57.04 Per Share Represents a 37% Premium to Janus Henderson’s Unaffected Share Price as of October 24, 2025 Provides Janus Henderson

Exhibit 99.1 News Release Victory Capital Affirms Fully Financed, Clearly Superior Proposal to Acquire Janus Henderson Total Consideration of $57.04 Per Share Represents a 37% Premium to Janus Henderson’s Unaffected Share Price as of October 24, 2025 Provides Janus Henderson Shareholders with Substantial Premium, Significant Upfront Cash Proceeds and Meaningful Upside Through ~38% Ownership of the

February 26, 2026 EX-99.4

STRICTLY PRIVATE AND CONFIDENTIAL

Exhibit 99.4 David C. Brown 15935 La Cantera Parkway Chairman and Chief Executive Officer San Antonio, TX 78256 STRICTLY PRIVATE AND CONFIDENTIAL November 24, 2025 To: The Special Committee of the Board of Directors, Janus Henderson Group plc Victory Capital Holdings, Inc. (“Victory”) is pleased to submit this preliminary, non-binding indication of interest (the “Proposal”) to explore an acquisiti

February 26, 2026 EX-99.2

STRICTLY PRIVATE AND CONFIDENTIAL

Exhibit 99.2 David C. Brown 15935 La Cantera Parkway Chairman and Chief Executive Officer San Antonio, TX 78256 STRICTLY PRIVATE AND CONFIDENTIAL December 22, 2025 To: The Special Committee of the Board of Directors, Janus Henderson Group plc On behalf of Victory Capital Holdings, Inc. (“Victory”), I am writing this letter to follow up on the two proposals we submitted to the Special Committee on

February 26, 2026 EX-10.41

Second Amendment VICTORY CAPITAL MANAGEMENT INC. DEFERRED COMPENSATION PLAN

Exhibit 10.41 Second 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; R

February 26, 2026 EX-99.3

STRICTLY PRIVATE AND CONFIDENTIAL

Exhibit 99.3 David C. Brown 15935 La Cantera Parkway Chairman and Chief Executive Officer San Antonio, TX 78256 STRICTLY PRIVATE AND CONFIDENTIAL December 8, 2025 To: The Special Committee of the Board of Directors, Janus Henderson Group plc Victory Capital Holdings, Inc. (“Victory”) is pleased to submit this preliminary, non-binding indication of interest (the “Proposal”) to explore an acquisitio

February 26, 2026 425

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 26, 2026 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 February 26, 2026 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 4, 2026 8-K

Item 2.02. Results of Operations and Financial Condition Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: February 4, 2026 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chie

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 4, 2026 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 4, 2026 EX-99.1

Victory Capital Reports Record Fourth-Quarter Results

EXHIBIT 99.1 NEWS RELEASE Victory Capital Reports Record Fourth-Quarter Results Fourth-Quarter Highlights • Total Client Assets of $316.6 billion • Long-term gross flows of $17.1 billion • Long-term net flows of ($2.1) billion • GAAP operating margin of 40.9% • GAAP net income per diluted share of $1.32 • Adjusted EBITDA margin of 52.8% • Adjusted net income with tax benefit per diluted share of $

January 13, 2026 8-K

Item 8.01. Other Events. Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: January 13, 2026 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Ad

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 13, 2026 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 13, 2026 EX-99.1

Victory Capital Reports December 2025 Total Client Assets Schedules Fourth-Quarter Financial Results Conference Call for February 5

Exhibit 99.1 News Release Victory Capital Reports December 2025 Total Client Assets Schedules Fourth-Quarter Financial Results Conference Call for February 5 San Antonio, Texas, January 13, 2026 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $313.8 billion, Other Assets of $2.8 billion, and Total Client Ass

December 10, 2025 8-K

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

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, 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

December 10, 2025 EX-99.1

Victory Capital Reports November 2025 Total Client Assets

Exhibit 99.1 News Release Victory Capital Reports November 2025 Total Client Assets San Antonio, Texas, December 10, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $314.8 billion, Other Assets of $2.8 billion, and Total Client Assets of $317.7 billion, as of November 30, 2025. For the month of November

November 12, 2025 EX-99.1

Victory Capital Reports October 2025 Total Client Assets

Exhibit 99.1 News Release Victory Capital Reports October 2025 Total Client Assets San Antonio, Texas, November 11, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $313.0 billion, Other Assets of $2.8 billion, and Total Client Assets of $315.8 billion, as of October 31, 2025. For the month of October, A

November 12, 2025 8-K

Item 8.01. Other Events. Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: November 12, 2025 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief A

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, 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

November 7, 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 September 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 Victor

November 6, 2025 8-K

Item 2.02. Results of Operations and Financial Condition Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: November 6, 2025 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chie

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 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

November 6, 2025 EX-99.1

Victory Capital Reports Strong Third-Quarter Results

Exhibit 99.1 NEWS RELEASE Victory Capital Reports Strong Third-Quarter Results Third-Quarter Highlights • Total Client Assets of $313 billion • Long-term gross flows of $17.0 billion • Long-term net flows of ($244) million • GAAP operating margin of 38.2% • GAAP net income per diluted share of $1.11 • Adjusted EBITDA margin of 52.7% • Adjusted net income with tax benefit per diluted share of $1.63

October 9, 2025 EX-99.1

Victory Capital Reports September 2025 Total Client Assets Schedules Third-Quarter Financial Results Conference Call for November 7

Exhibit 99.1 News Release Victory Capital Reports September 2025 Total Client Assets Schedules Third-Quarter Financial Results Conference Call for November 7 San Antonio, Texas, October 9, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $310.6 billion, Other Assets of $2.7 billion, and Total Client Asse

October 9, 2025 8-K

Item 8.01. Other Events. Item 9.01. Financial Statements and Exhibits. VICTORY CAPITAL HOLDINGS, INC. Date: October 9, 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 October 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 Employ

September 26, 2025 EX-10.1

SIXTH AMENDMENT TO CREDIT AGREEMENT dated as of September 23, 2025, among VICTORY CAPITAL HOLDINGS, INC., as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, BANK OF AMERICA, N.A., as Administrative Agent BOFA SECURITIES,

Exhibit 10.1 Execution Version SIXTH AMENDMENT TO CREDIT AGREEMENT dated as of September 23, 2025, among VICTORY CAPITAL HOLDINGS, INC., as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent BOFA SECURITIES, INC., RBC CAPITAL MARKETS1, KEYBANC CAPITAL MARKETS INC., BMO CAPITAL MARKETS CORP., JPMORGAN CHASE BANK, N.A., MOR

September 26, 2025 8-K

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Item 9.01 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): September 23, 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) (

September 10, 2025 EX-99.1

Victory Capital Reports August 2025 Total Client Assets

Exhibit 99.1 News Release Victory Capital Reports August 2025 Total Client Assets San Antonio, Texas, September 10, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $303.7 billion, Other Assets of $2.7 billion, and Total Client Assets of $306.4 billion, as of August 31, 2025. For the month of August, Ave

September 10, 2025 8-K

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

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 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 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 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

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 $

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

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

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 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 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 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 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-99.2

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 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 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 $

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

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 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 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 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 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

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 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-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

March 28, 2025 ARS

ARS

Strategic Partnership with Amundi In 2024. Victory Capital announced plans to enter into a strategic and multifaceted transaction with Amundi that will positively transform and globalize our business and give us the opportunity to reach clients around the world. The partnership represents a significant milestone in our long-term growth strategy and is expected to generate meaningful value creation

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 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 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 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 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 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 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 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

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

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 12, 2024 SC 13G/A

VCTR / Victory Capital Holdings, Inc. / VANGUARD GROUP INC Passive Investment

240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Victory Capital Holdings Inc (Title of Class of Securities) Common Stock (CUSIP Numbe

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 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

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 4, 2024 SC 13G/A

VCTR / Victory Capital Holdings, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GVictoryCap.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) Victory Capital Holdings Inc (Title of Class

October 25, 2024 SC 13G

VCTR / Victory Capital Holdings, Inc. / BlackRock, Inc. Passive Investment

SC 13G 1 us92645b1035102524.txt us92645b1035102524.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) VICTORY CAPITAL HOLDINGS CLASS A I - (Name of Issuer) Common Stock - (Title of Class of Securities) 92645B103 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the a

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 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 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

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

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 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 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 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 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 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 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 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 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 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 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-99.3

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 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 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 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 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 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 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 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 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 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 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 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 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 5, 2024 EX-FILING FEES

Filing Fee Table

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

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.

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, 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 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, 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 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 28, 2024 ARS

ARS

ANNUAL REPORT Celebrating 10 years as an independent company and 5 years as a publicly traded company.

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

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

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 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 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 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 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 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 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 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 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 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 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

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

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 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 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 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 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

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

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

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

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 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 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 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 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

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

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

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

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 ARS

ARS

T o Our Fellow Shareholders, We are in an industry that is faced with constant change and uncertainty.

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 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 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 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

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