Unregistered Sales of Equity Securities. The information under

Entry into a Material Definitive Agreement. Merger Agreement On August 25, 2026, Victory Capital Holdings, Inc., a Delaware corporation (the “Company”), Fortify Holdings 1, Inc., a Delaware corporation (“Merger Sub 1”), Fortify Holdings 2, LLC, a Delaware limited liability company (“Merger Sub 2”), GC Ferry Parent, L.P., a Delaware limited partnership (“Seller”), and GC Ferry Holdings, Inc., a Delaware corporation (“First Eagle”), entered into an Agreement and Plan of Merger (the “Merger Agre…

Other Events. On August 26, 2026, Victory Capital Holdings, Inc. (“Victory” or the “Company”) issued a press release announcing that it has entered into a definitive agreement with Genstar Capital whereby the Company will acquire First Eagle Investments (“First Eagle”) in exchange for cash and stock consideration as further described in the press release. The closing of the contemplated transactions is subject to customary closing conditions. A copy of the press release is attached hereto as…

Results of Operations and Financial Condition On August 5, 2026, Victory Capital Holdings, Inc., (the “Company”) issued a press release (the “Earnings Press Release”) reporting results for the three and six months ended June 30, 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 Se…

Director — Dominique Carrel-Billiard: Mr. Carrel-Billiard resigned due to leaving Amundi, and Nicolas Calcoen was appointed as a new director.

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…

Grant of performance-based restricted stock awards to key executives.

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…

Results of Operations and Financial Condition On November 6, 2025, Victory Capital Holdings, Inc., (the “Company”) issued a press release (the “Earnings Press Release”) reporting results for the three and nine months ended September 30, 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 o…

Entry into a Material Definitive Agreement. On September 23, 2025, Victory Capital Holdings, Inc., a Delaware corporation (the “ Company ”), entered into the Sixth Amendment to Credit Agreement (the “ Sixth 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, 20…

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

Results of Operations and Financial Condition On August 7, 2025, Victory Capital Holdings, Inc., (the “Company”) issued a press release (the “Earnings Press Release”) reporting results for the three and six months ended June 30, 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 the Se…

Completion of Acquisition or Disposition of Assets. 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 Amundi’s U.S. business into the Company. Amundi US’s activities are principally conducted by its wholly owned subsidiary Amundi US, Inc. and Amund…

Results of Operations and Financial Condition On May 8, 2025, Victory Capital Holdings, Inc., (the “Company”) issued a press release (the “Earnings Press Release”) reporting results for the three months ended March 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 the Securities E…

Unregistered Sales of Equity Securities. The information under

Director — Bob Hurst: The filing reports the retirement of a board nominee due to a change in ownership percentage and the appointment of new designees, which is a routine governance update rather than a loss of senior executive management.

Completion of Acquisition or Disposition of Assets. On April 1, 2025, the Company completed the acquisition of Amundi US. In exchange for the Amundi US Shares, at the closing (the “Closing”), the Company issued to Seller (a) 3,293,471 newly issued shares of common stock, par value $0.01 per share of the Company (“Company Common Stock”), representing 4.9% of the number of issued and outstanding shares of Company Common Stock after giving effect to such issuance, and (b) 14,305,982 newly issued…

Entry into a Material Definitive Agreement. Shareholder Agreement On April 1, 2025, in connection with the Closing (as defined below), the Company and Seller entered into the shareholder agreement (the “Shareholder Agreement”). The material terms of the Shareholder Agreement were previously summarized in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2024 (the “Signing Form 8-K”), which summary is incorporated herein by reference. The fo…

Changes in Registrant’s Certifying Accountant. Due to specific auditor independence implications under the rules of the Securities and Exchange Commission (the “SEC”) that will result from the transactions contemplated by the Contribution Agreement between Victory Capital Holdings, Inc.(the “Company”) and Amundi Asset Management S.A.S., upon the completion of a thorough selection process, the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors on March 4, 2025 (1) noti…

Results of Operations and Financial Condition On February 6, 2025, 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, 2024. 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…