News & Events

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in

Entry into a Material Definitive Agreement. On May 18, 2026, Victory Capital Holdings, Inc., a Delaware corporation (the “ Company ”), entered into the Seventh Amendment to Credit Agreement (the “ Seventh Amendment ”), among the Company, the other loan parties party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, which amends the Credit Agreement dated as of July 1, 2019 (as amended by the First Amendment to Credit Agreement dated as of January 17, 2020…

Results of Operations and Financial Condition On May 6, 2026, Victory Capital Holdings, Inc., (the “Company”) issued a press release (the “Earnings Press Release”) reporting results for the three months ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information set forth in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities E…

Other Events. On March 23, 2026, Victory Capital Holdings, Inc. (the “Company”) issued a press release (the “Press Release”) in connection with its previously announced proposal to acquire Janus Henderson Group plc (“Janus Henderson”). A copy of the Press Release is attached hereto as Exhibit 99.1. Forward-Looking Statements This communication contains forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. These statements may include, without l…

Other Events. On March 17, 2026, Victory Capital Holdings, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that it had submitted an improved proposal to the Special Committee of the Board of Directors of Janus Henderson Group plc (“Janus Henderson”), to acquire Janus Henderson (the “Updated Proposal”). The foregoing description of the Updated Proposal is qualified in its entirety by reference to the Press Release, a copy of which is attached hereto as Exhibit 99.1…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Grant of Stock Performance Vested Restricted Stock Awards On March 13, 2026, the Board of Directors of Victory Capital Holdings, Inc. (the “Company”) approved a one-time grant of performance-based shares of restricted stock (the “Performance Shares”) to key executives, including David C. Brown, Chairman and Chief Executive Officer, Michael D. Polic…

Other Events. On February 26, 2026, Victory Capital Holdings, Inc. (the “Company”) issued a press release (the “Press Release”) announcing a proposal sent on that date to the Special Committee of the Board of Directors of Janus Henderson Group plc, a Jersey public limited company (“Janus Henderson”), to acquire Janus Henderson (the “Proposal”). The foregoing description of the Proposal is qualified in its entirety by reference to the Press Release, a copy of which is attached hereto as Exhibi…

Results of Operations and Financial Condition On February 4, 2026, Victory Capital Holdings, Inc., (the “Company”) issued a press release (the “Earnings Press Release”) reporting results for the three months and year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information set forth in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of…