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: 001-38388 Victory Capital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 32-0402956 (S ...

Stock of Victory Capital Holdings, Inc. (VCTR) is falling about 8 percent on Thursday morning trading over a proposal to the Special Committee of Janus Henderson Group plc's Board to acquire the company on compelling terms that provide meaningfully higher value than the transaction currently contemplated with Trian Fund Management, L.P. and its affiliated funds.The company's stock is currently trading at $70.67, down 8.81 percent or $6.81, over the previous close of $77.27 on the Nasdaq. It has traded betw ...

Victory Capital提出以每股57.04美元收购骏利亨德森。 Victory Capital声称该交易已获全额融资支持，不附带融资条件。 消息公布后，骏利亨德森股价盘前上涨约7%。 责任编辑：刘明亮 该报价包括每股30美元现金，以及每股骏利亨德森股票换取0.350股Victory Capital股票。 Victory Capital表示，该提议较Trian此前考虑的交易估值高出约16%。 根据方案，骏利亨德森股东将持有合并公司约38%的股份，公司价值为160亿美元。 Victory Capital表示，该提议较Trian此前考虑的交易估值高出约16%。 根据方案，骏利亨德森股东将持有合并公司约38%的股份，公司价值为160亿美元。 Victory Capital声称该交易已获全额融资支持，不附带融资条件。 消息公布后，骏利亨德森股价盘前上涨约7%。 责任编辑：刘明亮 Victory Capital提出以每股57.04美元收购骏利亨德森。 该报价包括每股30美元现金，以及每股骏利亨德森股票换取0.350股Victory Capital股票。 ...

SAN ANTONIO--(BUSINESS WIRE)---- $VCTR--Victory Capital Proposed consideration of $57.04 Per Share Represents a 37% Premium to Janus Henderson's Unaffected Share Price as of Oct. 24, 2025. ...

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Victory Capital Conference Call Summary Company Overview - **Company**: Victory Capital (NasdaqGS: VCTR) - **Assets Under Management**: Over $300 billion as of the end of 2025 [3] - **Business Model**: Operates a multi-independent investment boutique model, combining boutique advantages with centralized resources [3] Industry Consolidation - **Consolidation Trend**: The investment industry is undergoing significant consolidation, with larger firms acquiring smaller ones for scale and distribution [4][5] - **Victory's Role**: Victory Capital has completed 8 acquisitions since its management buyout in 2013 and aims to be a consolidator in the industry [4] - **Growth Objective**: Aiming for $1 trillion in assets under management, which is three times its current level, to remain competitive [5] Financial Performance - **Earnings Growth**: Victory has achieved a 21% cumulative annual growth rate in earnings since going public in 2018, the best in its sector [6] - **Net Flows**: Despite strong earnings, net flows have been negative recently, with active mutual funds experiencing $800 billion in net outflows [6] - **Distribution Investments**: The acquisition of Pioneer has allowed Victory to double its distribution efforts and expand internationally, managing money for clients in 60 countries [6][7] Growth Drivers - **International Distribution**: The international channel is seen as a significant growth opportunity, with a 15-year distribution agreement with Amundi, a $2.7 trillion manager [25][29] - **ETF Growth**: Victory's ETF platform, VictoryShares, is expected to continue growing, with an average fee of 34 basis points and a focus on active solutions [11][12] - **Investment Performance**: Strong investment performance across various asset classes is driving growth, with a focus on independent investment processes [34][35] M&A Strategy - **M&A Approach**: Victory's M&A strategy focuses on acquiring businesses that enhance its platform, expand distribution, and provide size and scale [15][16] - **Pioneer Acquisition**: The acquisition of Pioneer has provided significant synergies, including $110 million in net expense synergies and close to 20% accretion [16][17] - **Alternatives Market**: Victory is cautious about entering the alternatives market, viewing it as richly valued but acknowledges the need for retail investors to access private markets [18][19] Product Development - **SMA Initiatives**: Victory is looking to grow its retail SMA offerings, which are currently net flow positive but not at desired levels [48] - **ETF Share Classes**: There is potential for many mutual funds to have ETF share classes, which could positively impact flows, although not all funds will transition [51][52] Conclusion - **Future Outlook**: Victory Capital is positioned for growth through international expansion, ETF development, and strategic acquisitions, while maintaining a strong focus on investment performance and client experience [20][34]

Core Insights - The company is focused on completing the integration of the Amundi Pioneer acquisition, with $97 million of the planned $110 million in net expense synergies already achieved, indicating approximately 90% completion [1] Group 1: Strategic Goals - The primary goal for the next 12 to 24 months is to finalize the integration of the Amundi Pioneer acquisition [1] - The company aims to enhance its distribution platform by expanding partnerships and training initiatives [1] Group 2: Financial Performance - The successful integration of the acquisition is expected to drive financial performance through realized synergies [1]

Victory Capital Conference Call Summary Company Overview - **Company**: Victory Capital (NasdaqGS: VCTR) - **AUM**: Ended 2025 with $317 billion in Assets Under Management (AUM) [2][7] Key Drivers and Strategies 1. **Amundi Pioneer Acquisition Integration**: - 90% of planned $110 million in net expense synergies completed, with $97 million achieved [7][8] - Focus on completing integration and enhancing distribution platform [7][8] 2. **Distribution Platform Development**: - Expansion of international distribution channels, with positive net flows since acquiring Pioneer [8][9] - Launched five UCITS, including three legacy Victory products, and started selling U.S.-listed ETFs [8][33] 3. **M&A Activity**: - Actively pursuing acquisitions, targeting firms with AUM between $50 billion and $200 billion [9][12] - Emphasis on acquiring sizable platforms similar to the Pioneer acquisition [9][12] Market Sentiment and Challenges 1. **Industry Sentiment**: - Smaller asset managers face challenges in maintaining independence due to distribution and operational costs [22][24] - Increasing trend of firms considering acquisitions or being acquired [26] 2. **Client Segmentation**: - Focus on growing in retirement, insurance, and RIA channels [29][30] - International markets, particularly Asia and Europe, seen as significant growth opportunities [56][58] Product Development and Performance Metrics 1. **Investment Performance**: - Monitoring investment performance as a key metric for success post-acquisition [37] - Positive net flows and strong product demand since Pioneer acquisition [38] 2. **Growth Areas**: - Strong growth anticipated in VictoryShares (ETF business) and fixed income products [41][42] - Development of model portfolios and tax-efficient products planned for 2026 [65][70] Financial Performance and Projections 1. **Margins**: - Current margin guidance at 49%, with recent quarters exceeding 52% [73] - Focus on scalable technology to maintain margins [74] 2. **AUM Growth Target**: - Long-term goal of reaching $1 trillion in AUM, primarily through M&A [75][77] - Expectation of low single-digit organic growth alongside larger acquisitions [77] Capital Allocation Strategy 1. **Prioritization of Acquisitions**: - Primary use of capital will be for acquisitions, followed by stock buybacks [89][92] - Commitment to maintaining and increasing dividends [92] Future Outlook 1. **Industry Trends**: - Anticipation of consolidation within the asset management industry, with larger firms likely to succeed [94][95] - Importance of operational efficiency and technological investment highlighted for future competitiveness [96] 2. **Market Positioning**: - Victory Capital aims to be a trillion-dollar manager with a diverse product offering, including public markets, private markets, and international products [80][81]

Group 1 - Victory Capital will participate in upcoming investor conferences [1]

Fourth Quarter 2025 Earnings Presentation February 5, 2026 Forward Looking Statements This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although we believe the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that these expecta ...