Victory Capital Holdings Inc (VCTR)

Victory Capital Reports April 2026 Total Client AssetsMay 12, 2026 4:30 PM
Business Wire 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 Total AUM was $320.4 billion, average Other Assets was $3.4 billion, and average Total Client Assets was $323.8 billion.   Victory Capital Holdings, Inc. Total Client Assets (unaudited; in millions) 1     As of: By Asset Class April 30, 2026   March 31, 2026 Solutions $ 99,331   $ 92,396 Fixed Income   80,439     79,716 U.S. Mid Cap Equity   30,842     29,283 U.S. Small Cap Equity   11,195     10,535 U.S. Large Cap Equity   65,586     59,798 Global / Non-U.S. Equity   34,901     31,473 Alternative Investments   3,127     3,033 Total Long-Term Assets $ 325,422   $ 306,235 Money Market / Short Term Assets   3,653     3,599 Total Assets Under Management2 $ 329,075   $ 309,835             By Vehicle           Mutual Funds3 $ 176,967   $ 167,775 Separate Accounts and Other Pooled Vehicles4   134,779     125,659 ETFs5   17,330     16,401 Total Assets Under Management2 $ 329,075   $ 309,835               Other Assets6           Institutional $ 3,498   $ 3,268 Total Other Assets $ 3,498   $ 3,268             Total Client Assets           Total Assets Under Management $ 329,075   $ 309,835 Total Other Assets   3,498     3,268 Total Client Assets $ 332,573   $ 313,103             By Region           U.S. $ 272,975   $ 258,054 Non-U.S.   59,598     55,049 Total Client Assets $ 332,573   $ 313,103 1Due to rounding, numbers presented in these tables may not add up precisely to the totals provided. 2Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes Other Assets. 3Includes institutional and retail share classes, money market and VIP funds. 4Includes wrap program accounts, CITs, UMAs, UCITS, private funds, and non-U.S. domiciled pooled vehicles. 5Represents only ETF assets held by third parties and excludes ETF assets held by other Victory Capital products. 6Includes low-fee (2 to 4 bps) institutional assets. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1. About Victory Capital Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $332.6 billion in total client assets, as of April 30, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance. Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn. View source version on businesswire.com: https://www.businesswire.com/news/home/20260512839447/en/ Investors:
Carly Thomas
Director, Investor Relations and Responsible Business
210-694-9658
cthomas@vcm.com Media:
Jessica Davila
Director of Global Communications
210-694-9693
Jessica_davila@vcm.com Original: Victory Capital Reports April 2026 Total Client Assets

Victory Capital Reports Record First Quarter ResultsMay 6, 2026 4:30 PM
Business Wire 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 $1.82 Board authorizes increase in regular quarterly cash dividend to $0.50 per share Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported record financial results for the quarter ended March 31, 2026. "We had an exceptional first quarter, reporting record revenue, record Adjusted EBITDA, and record earnings per share, while simultaneously achieving an all-time high in long-term quarterly gross sales,” said David Brown, Chairman and Chief Executive Officer. “Our net flows improved meaningfully during the quarter as we continue to execute and make investments into our distribution channels. "Our investment performance also improved during the quarter and remains excellent. As of March 31, 2026, 71%, 67%, 68%, and 81% of our AUM outperformed benchmarks over the respective 1-, 3-, 5-, and 10-year periods. In addition, 68% of our rated AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar. “The integration of Pioneer Investments is substantially complete. At quarter end, we had recognized approximately $104 million of the expected $110 million in total net expense synergies, and we remain on track to achieve the full $110 million within 2026. "Two areas that helped fuel our improved sales results for the quarter are the VictoryShares ETF platform, which continues to generate strong net inflows across our intermediary channels, and our international distribution channel, which delivered net inflows again for the quarter. Additionally, multiple Investment Franchises had positive net flows for the quarter as we continue to build momentum in various investment strategies and products. "We continued to return capital to shareholders, repurchasing a quarterly record of 2 million shares of VCTR common stock during the quarter. Combined with dividends paid, this returned a total of $185 million to shareholders in the quarter. "Inorganic growth remains a strategic priority, and our pipeline of acquisition opportunities is extensive and we are very active. Our approach has always been, and will remain, disciplined. The strength of our business allows us to be selective, and we only pursue transactions that make our Company better. "As always, we continue to focus on serving our clients, which is our top priority.” The table below presents AUM, and certain GAAP and non-GAAP (“adjusted”) financial results. Due to rounding, AUM values and other amounts in this press release may not add up precisely to the totals provided. (in millions except per share amounts or as otherwise noted)   For the Three Months Ended March 31,   December 31,   March 31, 2026   2025   2025 Assets Under Management1 Ending $ 309,835   $ 313,775   $ 167,468   Average 318,746   312,873   173,789     AUM Long-term Flows2 Long-term Gross $ 18,946   $ 17,127   $ 9,309   Long-term Net (457 ) (2,089 ) (1,205 )   AUM Money Market/Short-term Flows Money Market / Short-term Gross $ 235   $ 345   $ 177   Money Market / Short-term Net (197 ) (22 ) (44 )   AUM Total Flows Total Gross $ 19,181   $ 17,472   $ 9,486   Total Net (654 ) (2,111 ) (1,249 )   Consolidated Financial Results (GAAP) Revenue $ 388.0   $ 374.1   $ 219.6   AUM revenue realization (in bps) 47.6   47.4   51.2   Operating expenses 228.8   220.9   126.7   Income from operations 159.2   153.2   92.9   Operating margin 41.0 % 40.9 % 42.3 % Net income 112.1   112.8   62.0   Earnings per diluted share $ 1.33   $ 1.32   $ 0.96   Cash flow from operations 121.0   145.1   81.1     Adjusted Performance Results (Non-GAAP)3 Adjusted EBITDA $ 204.0   $ 197.5   $ 116.4   Adjusted EBITDA margin 52.6 % 52.8 % 53.0 % Adjusted net income 142.7   141.3   78.0   Tax benefit of goodwill and acquired intangible assets 10.5   10.5   10.1   Adjusted net income with tax benefit 153.2   151.7   88.1   Adjusted net income with tax benefit per diluted share4 $ 1.82   $ 1.78   $ 1.36       1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. 2 Long-term AUM is defined as total AUM excluding Money Market and Short-term assets. 3 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure. 4 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock for the quarterly periods ended March 31, 2026 and December 31, 2025. AUM, Flows and Investment Performance At March 31, 2026, Victory Capital had total client assets of $313.1 billion, assets under management of $309.8 billion, and other assets of $3.3 billion. Total AUM decreased by $3.9 billion to $309.8 billion at March 31, 2026, compared with $313.8 billion at December 31, 2025. The decrease was primarily due to negative market action of $2.8 billion and net outflows of $0.7 billion. Net flows were comprised of $0.5 billion and $0.2 billion of long-term and short-term net outflows, respectively. Total gross flows for the first quarter were $19.2 billion, including long-term gross flows of $18.9 billion. As of March 31, 2026, Victory Capital offered 179 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of March 31, 2026. Percentage of AUM Outperforming Benchmark Trailing   Trailing   Trailing   Trailing 1-Year   3-Years   5-Years   10-Years 71%   67%   68%   81% First Quarter 2026 Compared with Fourth Quarter 2025 Revenue increased 3.7% to $388.0 million in the first quarter, compared with $374.1 million in the fourth quarter, primarily due to higher average AUM and crystallization of certain annual fees over the comparable period. GAAP operating margin expanded 10 basis points in the first quarter to 41.0%, up from 40.9% in the fourth quarter primarily due to a $13.9 million increase in revenue partially offset by a $7.9 million increase in total operating expense. Operating expenses increased 3.6% to $228.8 million in the first quarter, compared to $220.9 million in the fourth quarter, primarily due to a $4.9 million increase in compensation related expenses associated with annual payroll tax and benefits reset and higher earnings and a $7.1 million increase in acquisition-related costs partially offset by decreases in other general and administrative expenses. First quarter GAAP net income decreased 0.6% to $112.1 million, or $1.33 per diluted share, down from $112.8 million, or $1.32 per diluted share, in the prior quarter. Adjusted net income with tax benefit increased 1.0% to $153.2 million, or $1.82 per diluted share in the first quarter, up from $151.7 million, or $1.78 per diluted share, in the fourth quarter. Adjusted EBITDA increased 3.3% to $204.0 million in the first quarter, versus $197.5 million in the fourth quarter. Adjusted EBITDA margin contracted 20 basis points in the first quarter of 2026 to 52.6% compared with 52.8% in the prior quarter. First Quarter 2026 Compared with First Quarter 2025 On April 1, 2025, the Company completed the acquisition of Amundi US and reintroduced the brand Pioneer Investments for the acquired business and investment products. Current quarter results reflect the acquisition of Amundi US, which closed on April 1, 2025. Revenue for the three months ended March 31, 2026, increased 76.7% to $388.0 million, compared with $219.6 million in the same quarter of 2025 as a result of higher average AUM over the comparable period. Operating expenses increased 80.6% to $228.8 million, compared with $126.7 million in last year’s first quarter, reflecting variable operating expenses that rose as a result of higher average AUM and an expanded business. GAAP operating margin contracted 130 basis points to 41.0% in the first quarter, from 42.3% in the same quarter of 2025. GAAP net income increased 80.9% to $112.1 million, or $1.33 per diluted share, in the first quarter compared with $62.0 million, or $0.96 per diluted share, in the same quarter of 2025. Adjusted net income with tax benefit increased 73.9% to $153.2 million, or $1.82 per diluted share, in the first quarter, compared with $88.1 million, or $1.36 per diluted share in the same quarter last year. Adjusted EBITDA increased 75.3% to $204.0 million, compared with $116.4 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin contracted 40 basis points to 52.6% in the first quarter of 2026, compared with 53.0% in the same quarter last year. Balance Sheet / Capital Management The total debt outstanding as of December 31, 2025 was approximately $980 million. For the three months ended March 31, 2026, the Company repurchased approximately 2 million shares of Common Stock. The Company’s Board of Directors approved a regular quarterly cash dividend of $0.50 per share. The dividend is payable on June 25, 2026, to shareholders of record on June 10, 2026. Conference Call, Webcast and Slide Presentation The Company will host a conference call tomorrow morning, May 7, at 8:00 a.m. ET to discuss the results. Analysts and investors may participate in the question-and-answer session. To participate in the conference call, please call 1-833-461-5787 (domestic) or 1-585-542-9983 (international), shortly before 8:00 a.m. ET and reference the Victory Capital Conference Call. A live, listen-only webcast will also be available via the investor relations section of the Company’s website at https://ir.vcm.com. Prior to the call, a supplemental slide presentation that will be used during the conference call will be available on the Events and Presentations page of the Company’s investor relations website. For anyone who is unable to join the live event, an archive of the webcast will be available for replay shortly after the call concludes. About Victory Capital Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $313.1 billion in total client assets, as of March 31, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance. Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn. FORWARD-LOOKING STATEMENTS This document may contain forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for Victory Capital’s future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital's control and could cause Victory Capital's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward looking statements. Although it is not possible to identify all of these risks and factors, they include, among others, the following: reductions in the assets under management (“AUM”) based on investment performance, client withdrawals, difficult market conditions and other factors such as the ongoing conflicts and potential military conflicts in Iran, Ukraine, Venezuela, China/Taiwan, and/or the Middle East, a pandemic, tariffs or trade restrictions; the nature of the Company’s contracts and investment advisory agreements; the Company's ability to maintain historical returns and sustain our historical growth; the Company's dependence on third parties to market our strategies and provide products or services for the operation of our business; the Company's ability to retain key investment professionals or members of our senior management team; the Company's reliance on the technology systems supporting our operations; the Company's ability to successfully acquire and integrate new companies; risks associated with expected benefits of the Amundi US transaction and the related impact on the Company’s business; the concentration of the Company’s investments in long only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; the Company's efforts to establish and develop new teams and strategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company's ability to limit employee misconduct; the Company's ability to meet the guidelines set by our clients; the Company's exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company's ability to implement effective information and cyber security policies, procedures and capabilities; the Company's substantial indebtedness; the potential impairment of the Company’s goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to the Company’s ETF platform; the Company's determination that we are not required to register as an “investment company” under the Investment Company Act of 1940; the fluctuation of the Company’s expenses; the Company's ability to respond to recent trends in the investment management industry; the level of regulation on investment management firms and the Company’s ability to respond to regulatory developments; the competitiveness of the investment management industry; and other risks and factors included, but not limited to, those listed under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026, which is accessible on the SEC’s website at www.sec.gov. In light of these risks, uncertainties and other factors, the forward-looking statements contained in this press release might not prove to be accurate. All forward-looking statements speak only as of the date made and Victory Capital undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Victory Capital Holdings, Inc. and Subsidiaries Unaudited Consolidated Statements of Operations (in thousands except per share data and percentages)   For the Three Months Ended March 31,   December 31,   March 31, 2026   2025   2025 Revenue Investment management fees $ 316,369   $ 301,353   $ 173,301   Fund administration and distribution fees 71,620   72,769   46,301   Total revenue 387,989   374,122   219,602     Expenses Personnel compensation and benefits 105,855   100,954   56,136   Distribution and other asset-based expenses 67,410   68,315   35,477   General and administrative 20,615   22,147   14,328   Depreciation and amortization 20,576   21,593   7,432     Change in value of consideration payable for acquisition of business 3,537   3,064   3,406   Acquisition-related costs 7,658   570   8,750   Restructuring and integration costs 3,153   4,304   1,165   Total operating expenses 228,804   220,947   126,694     Income from operations 159,185   153,175   92,908   Operating margin 41.0 % 40.9 % 42.3 %   Other income (expense) Interest income and other income 2,756   3,713   704   Interest expense and other financing costs (14,081 ) (15,229 ) (13,211 ) Total other expense, net (11,325 ) (11,516 ) (12,507 )   Income before income taxes 147,860   141,659   80,401     Income tax expense (35,720 ) (28,847 ) (18,426 )   Net income $ 112,140   $ 112,812   $ 61,975   Preferred stock dividends (9,769 ) (9,769 ) —   Income attributable to Preferred stockholders (16,846 ) (16,848 ) —   Net income attributable to common shareholders $ 85,525   $ 86,195   $ 61,975     Earnings per share of common stock Basic $ 1.34   $ 1.33   $ 0.97   Diluted 1.33   1.32   0.96     Weighted average number of shares outstanding Basic 63,635   64,584   63,711   Diluted 64,388   65,329   64,714     Dividends declared per share $ 0.49   $ 0.49   $ 0.47   Victory Capital Holdings, Inc. and Subsidiaries Reconciliation of GAAP to Non-GAAP Measures1 (unaudited; in thousands except per share data and percentages)     For the Three Months Ended March 31,   December 31,   March 31, 2026   2025   2025 Net income (GAAP) $ 112,140   $ 112,812   $ 61,975   Income tax expense (35,720 ) (28,847 ) (18,426 ) Income before income taxes $ 147,860   $ 141,659   $ 80,401   Interest expense 13,658   15,367   12,521   Depreciation 2,279   2,519   2,168   Other business taxes (555 ) 1,101   922   Amortization of acquisition-related intangible assets 18,297   19,074   5,264   Share-based compensation 3,586   2,143   1,053   Acquisition, restructuring and exit costs 18,699   15,439   13,321   Debt issuance costs 196   174   749   Adjusted EBITDA $ 204,020   $ 197,476   $ 116,399   Adjusted EBITDA margin 52.6 % 52.8 % 53.0 %     Net income (GAAP) $ 112,140   $ 112,812   $ 61,975   Adjustment to reflect the operating performance of the Company Other business taxes (555 ) 1,101   922   Amortization of acquisition-related intangible assets 18,297   19,074   5,264   Share-based compensation 3,586   2,143   1,053   Acquisition, restructuring and exit costs 18,699   15,439   13,321   Debt issuance costs 196   174   749   Tax effect of above adjustments (9,683 ) (9,482 ) (5,327 ) Adjusted net income $ 142,680   $ 141,261   $ 77,957     Adjusted net income per diluted share2 $ 1.69   $ 1.66   $ 1.20     Weighted average number of shares outstanding - diluted (GAAP) 64,388   65,329   64,714   Weighted average number of shares outstanding - diluted (Non-GAAP)2 84,341   85,219   64,714     Tax benefit of goodwill and acquired intangible assets $ 10,515   $ 10,487   $ 10,141   Tax benefit of goodwill and acquired intangible assets per diluted share2 $ 0.13   $ 0.12   $ 0.16     Adjusted net income with tax benefit $ 153,195   $ 151,748   $ 88,098   Adjusted net income with tax benefit per diluted share2 $ 1.82   $ 1.78   $ 1.36     1 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure. 2 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock for the quarterly periods ended March 31, 2026 and December 31, 2025. Victory Capital Holdings, Inc. and Subsidiaries Unaudited Consolidated Balance Sheets (In thousands, except per share amounts)   March 31, 2026 December 31, 2025 Assets Cash and cash equivalents $ 75,849   $ 163,690   Receivables 197,584   181,141   Prepaid expenses 20,146   16,071   Investments, at fair value 82,779   99,394   Property and equipment, net 22,407   23,833   Goodwill 1,235,940   1,235,940   Other intangible assets, net 2,459,532   2,477,617   Operating lease right-of-use assets 46,524   48,650   Other assets 804   1,514   Total assets $ 4,141,565   $ 4,247,850     Liabilities and stockholders' equity Accounts payable and accrued expenses $ 103,705   $ 72,387   Accrued compensation and benefits 60,262   86,355   Consideration payable for acquisition of business 51,158   87,564   Deferred tax liability, net 486,656   479,792   Operating lease liabilities 43,775   45,610   Other liabilities 68,148   81,399   Long-term debt, net1 968,024   970,014   Total liabilities 1,781,728   1,823,121     Stockholders' equity Common stock, $0.01 par value per share:
2026 - 600,000 shares authorized, 88,389 shares issued and 62,544 shares outstanding; 2025 - 600,000 shares authorized, 87,867 shares issued and 64,150 shares outstanding 884   879   Preferred stock, $0.01 par value per share:
2026 - 100,000 shares authorized, 20,037 shares issued and outstanding; 2025 - 100,000 shares authorized, 19,937 shares issued and outstanding 200   199   Additional paid-in capital 2,112,191   2,102,938   Treasury stock, at cost: 2026 - 25,845 shares; 2025 - 23,717 shares (930,356 ) (786,008 ) Accumulated other comprehensive income 8,642   9,020   Retained earnings 1,168,276   1,097,701   Total stockholders' equity 2,359,837   2,424,729   Total liabilities and stockholders' equity $ 4,141,565   $ 4,247,850     1 Balances at March 31, 2026 and December 31, 2025 are shown net of unamortized loan discount and debt issuance costs in the amount of $12.1 million and $12.5 million, respectively. The gross amount of the debt outstanding was $980.1 million and $982.5 million as of March 31, 2026 and December 31, 2025, respectively. Victory Capital Holdings, Inc. and Subsidiaries Total Client Assets (unaudited; in millions)   For the Three Months Ended March 31,   December 31,   March 31, 2026   2025   2025 Beginning AUM $ 313,775   $ 310,644   $ 171,930   Beginning other assets1 2,846   2,726   4,165   Beginning total client assets 316,621   313,370   176,096     AUM net cash flows (654 ) (2,111 ) (1,249 ) Other assets net cash flows 390   —   (277 ) Total client assets net cash flows (264 ) (2,111 ) (1,526 )   AUM market appreciation (depreciation) (2,797 ) 6,152   (3,172 ) Other assets market appreciation (depreciation) 32   120   78   Total client assets market appreciation (depreciation) (2,765 ) 6,273   (3,094 )   AUM realizations and distributions (456 ) (287 ) (21 ) Acquired & divested assets / Net transfers (33 ) (624 ) (20 )   Ending AUM 309,835   313,775   167,468   Ending other assets 3,268   2,846   3,967   Ending total client assets 313,103   316,621   171,435   Average total client assets2 321,784   315,662   177,849     1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1. 2 For the three-month periods ending March 31, 2026, December 31, 2025 and March 31, 2025 total client assets revenue realization was 47.2 basis points, 47.0 basis points and 50.1 basis points, respectively. Victory Capital Holdings, Inc. and Subsidiaries Total Assets Under Management1 (unaudited; in millions)   For the Three Months Ended March 31,   December 31,   March 31, 2026   2025   2025 Beginning assets under management $ 313,775   $ 310,644   $ 171,930   Gross client cash inflows 19,181   17,472   9,486   Gross client cash outflows (19,835 ) (19,583 ) (10,736 ) Net client cash flows (654 ) (2,111 ) (1,249 ) Market appreciation (depreciation) (2,797 ) 6,152   (3,172 ) Realizations and distributions (456 ) (287 ) (21 ) Acquired & divested assets / Net transfers (33 ) (624 ) (20 ) Ending assets under management 309,835   313,775   167,468   Average assets under management 318,746   312,873   173,789     1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. Victory Capital Holdings, Inc. and Subsidiaries Other Assets (Institutional)1 (unaudited; in millions)   For the Three Months March 31,   December 31,   March 31, 2026   2025   2025 Beginning other assets (institutional) $ 2,846   $ 2,726 $ 4,165   Gross client cash inflows 627   — —   Gross client cash outflows (237 ) — (277 ) Net client cash flows 390   — (277 ) Market appreciation (depreciation) 32   120 78   Realizations and distributions —   — —   Acquired & divested assets / Net transfers —   — —   Ending other assets (institutional) 3,268   2,846 3,967   Average other assets (institutional)2 3,039   2,788 4,060     1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1. 2 For the three-month periods ending March 31, 2026, December 31, 2025 and March 31, 2025 total other assets (institutional) revenue realization was 3.5 basis points, 3.5 basis points and 3.4 basis points, respectively. Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management by Asset Class (unaudited; in millions)   For the Three Months Ended By Asset Class                         Global /                               U.S. Mid   U.S. Small   Fixed   U.S. Large   Non-U.S.         Alternative   Total   Money Market /   Total Cap Equity   Cap Equity   Income   Cap Equity   Equity   Solutions   Investments   Long-term   Short-term   AUM1 March 31, 2026 Beginning assets under management $ 29,993   $ 11,179   $ 80,544   $ 63,380   $ 30,680   $ 91,228   $ 3,038   $ 310,042   $ 3,733   $ 313,775   Gross client cash inflows 776   250   5,070   3,057   2,789   6,718   287   18,946   235   19,181   Gross client cash outflows (2,418 ) (1,329 ) (5,639 ) (3,956 ) (1,830 ) (3,960 ) (270 ) (19,403 ) (432 ) (19,835 ) Net client cash flows (1,643 ) (1,079 ) (569 ) (899 ) 959   2,757   17   (457 ) (197 ) (654 ) Market appreciation (depreciation) 942   438   (13 ) (2,632 ) (140 ) (1,594 ) 170   (2,829 ) 32   (2,797 ) Realizations and distributions —   —   (266 ) —   —   —   (190 ) (456 ) —   (456 ) Acquired assets / Net transfers (9 ) (3 ) 21   (50 ) (26 ) 5   (1 ) (64 ) 31   (33 ) Ending assets under management $ 29,283   $ 10,535   $ 79,716   $ 59,798   $ 31,473   $ 92,396   $ 3,033   $ 306,235   $ 3,599   $ 309,835     December 31, 2025 Beginning assets under management $ 31,877   $ 12,722   $ 80,386   $ 63,061   $ 28,960   $ 86,963   $ 3,016   $ 306,985   $ 3,660   $ 310,644   Gross client cash inflows 846   266   5,555   3,347   1,848   5,043   221   17,127   345   17,472   Gross client cash outflows (2,539 ) (1,913 ) (5,723 ) (4,376 ) (1,578 ) (2,902 ) (185 ) (19,216 ) (367 ) (19,583 ) Net client cash flows (1,694 ) (1,647 ) (169 ) (1,028 ) 271   2,142   36   (2,089 ) (22 ) (2,111 ) Market appreciation (depreciation) (11 ) 185   759   1,536   1,482   2,148   9   6,109   43   6,152   Realizations and distributions —   —   (287 ) —   —   —   —   (287 ) —   (287 ) Acquired assets / Net transfers (180 ) (81 ) (145 ) (189 ) (33 ) (24 ) (24 ) (676 ) 52   (624 ) Ending assets under management $ 29,993   $ 11,179   $ 80,544   $ 63,380   $ 30,680   $ 91,228   $ 3,038   $ 310,042   $ 3,733   $ 313,775     March 31, 2025 Beginning assets under management $ 30,584   $ 14,785   $ 24,402   $ 14,148   $ 19,095   $ 62,593   $ 2,980   $ 168,586   $ 3,344   $ 171,930   Gross client cash inflows 1,098   445   928   82   2,137   4,363   256   9,309   177   9,486   Gross client cash outflows (1,733 ) (847 ) (1,545 ) (469 ) (3,251 ) (2,318 ) (351 ) (10,514 ) (222 ) (10,736 ) Net client cash flows (635 ) (402 ) (617 ) (386 ) (1,114 ) 2,045   (96 ) (1,205 ) (44 ) (1,249 ) Market appreciation (depreciation) (979 ) (1,194 ) 328   (630 ) 396   (1,202 ) 79   (3,202 ) 30   (3,172 ) Realizations and distributions —   —   —   —   —   —   (21 ) (21 ) —   (21 ) Acquired assets / Net transfers (6 ) (7 ) 44   (27 ) (44 ) (57 ) 2   (94 ) 75   (20 ) Ending assets under management $ 28,964   $ 13,182   $ 24,157   $ 13,104   $ 18,334   $ 63,378   $ 2,945   $ 164,064   $ 3,404   $ 167,468     1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management by Region (unaudited; in millions)   As of March 31, 2026   2025 (in millions) Amount   % of total   Amount   % of total U.S. $ 254,786 82 % $ 161,798 97 % Non-U.S.   55,049 18 %   5,670 3 % Total AUM1 $ 309,835 100 % $ 167,468 100 %   1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. Victory Capital Holdings, Inc. and Subsidiaries Assets Under Management by Vehicle (unaudited; in millions)   For the Three Months Ended By Vehicle Separate Accounts Mutual and Other Funds1 ETFs2 Vehicles3 Total AUM4 March 31, 2026 Beginning assets under management $ 172,203   $ 15,049   $ 126,523   $ 313,775   Gross client cash inflows 7,793   1,770   9,618   19,181   Gross client cash outflows (11,372 ) (464 ) (7,999 ) (19,835 ) Net client cash flows (3,579 ) 1,306   1,619   (654 ) Market appreciation (depreciation) (849 ) 79   (2,027 ) (2,797 ) Realizations and distributions —   —   (456 ) (456 ) Acquired assets / Net transfers —   (33 ) —   (33 ) Ending assets under management $ 167,775   $ 16,401   $ 125,659   $ 309,835     December 31, 2025 Beginning assets under management $ 172,923   $ 13,786   $ 123,935   $ 310,644   Gross client cash inflows 7,422   1,274   8,776   17,472   Gross client cash outflows (11,115 ) (246 ) (8,222 ) (19,583 ) Net client cash flows (3,693 ) 1,027   555   (2,111 ) Market appreciation (depreciation) 3,211   233   2,709   6,152   Realizations and distributions —   —   (287 ) (287 ) Acquired assets / Net transfers (238 ) 2   (389 ) (624 ) Ending assets under management $ 172,203   $ 15,049   $ 126,523   $ 313,775     March 31, 2025 Beginning assets under management $ 113,645   $ 7,508   $ 50,777   $ 171,930   Gross client cash inflows 3,323   3,061   3,102   9,486   Gross client cash outflows (6,328 ) (251 ) (4,156 ) (10,736 ) Net client cash flows (3,006 ) 2,810   (1,053 ) (1,249 ) Market appreciation (depreciation) (2,243 ) (50 ) (880 ) (3,172 ) Realizations and distributions —   —   (21 ) (21 ) Acquired assets / Net transfers (5 ) (15 ) —   (20 ) Ending assets under management $ 108,392   $ 10,253   $ 48,823   $ 167,468     1 Includes institutional and retail share classes, money market and VIP funds. 2 Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products. 3 Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles. 4 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets. Information Regarding Non-GAAP Financial Measures Victory Capital uses non-GAAP financial measures referred to as Adjusted EBITDA and Adjusted Net Income to measure the operating profitability of the Company. These measures eliminate the impact of one-time acquisition, restructuring and integration costs and demonstrate the ongoing operating earnings metrics of the Company. The Company has included these non-GAAP measures to provide investors with the same financial metrics used by management to assess the operating performance of the Company. Adjusted EBITDA Adjustments made to GAAP Net Income to calculate Adjusted EBITDA, as applicable, are: Adding back income tax expense; Adding back interest paid on debt and other financing costs, net of interest income; Adding back depreciation on property and equipment; Adding back other business taxes; Adding back amortization expense on acquisition-related intangible assets; Adding back share-based compensation expense associated with equity awards in connection with acquisitions and certain one-time performance-based shares; Adding back direct incremental costs of acquisitions, including restructuring costs; Adding back debt issuance cost expense; Adjusting for earnings/losses on equity method investments. Adjusted Net Income Adjustments made to GAAP Net Income to calculate Adjusted Net Income, as applicable, are: Adding back other business taxes; Adding back amortization expense on acquisition-related intangible assets; Adding back share-based compensation expense associated with equity awards in connection with acquisitions and certain one-time performance-based shares; Adding back direct incremental costs of acquisitions, including restructuring costs; Adding back debt issuance cost expense; Subtracting an estimate of income tax expense applied to the sum of the adjustments above. Tax Benefit of Goodwill and Acquired Intangible Assets Due to Victory Capital’s acquisitive nature, tax deductions allowed on acquired intangible assets and goodwill provide it with additional significant supplemental economic benefit. The tax benefit of goodwill and intangible assets represent the tax benefits associated with deductions allowed for intangible assets and goodwill generated from prior acquisitions in which the Company received a step-up in basis for tax purposes. Acquired intangible assets and goodwill may be amortized for tax purposes, generally over a 15-year period. The tax benefit from amortization on these assets is included to show the full economic benefit of deductions for all acquired intangible assets with a step-up in tax basis. View source version on businesswire.com: https://www.businesswire.com/news/home/20260506663475/en/ Investors:
Matthew Dennis, CFA
Chief of Staff
Director, Investor Relations
216-898-2412
mdennis@vcm.com Carly Thomas
Director, Investor Relations and Responsible Business
210-694-9658
cthomas@vcm.com Media:
Jessica Davila
Director, Global Communications
210-694-9693
jessica_davila@vcm.com Original: Victory Capital Reports Record First Quarter Results

Victory Capital Reports March 2026 Total Client AssetsApril 13, 2026 4:30 PM
Business Wire
Schedules First-Quarter Financial Results Conference Call for May 7


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 $313.1 billion, as of March 31, 2026.


For the month of March, Average Total AUM was $315.3 billion, average Other Assets was $3.2 billion, and average Total Client Assets was $318.5 billion.


For the first quarter, the Company reported long-term AUM net flows of -$457 million.




Victory Capital Holdings, Inc.








Total Client Assets (unaudited; in millions) 1




 









As of:








By Asset Class






March 31, 2026





 

February 28, 2026








Solutions






$






92,396





 

$






96,113








Fixed Income






 






79,716





 

 






80,827








U.S. Mid Cap Equity






 






29,283





 

 






31,411








U.S. Small Cap Equity






 






10,535





 

 






11,453








U.S. Large Cap Equity






 






59,798





 

 






63,359








Global / Non-U.S. Equity






 






31,473





 

 






34,176








Alternative Investments






 






3,033





 

 






2,928








Total Long-Term Assets






$






306,235





 

$






320,267








Money Market / Short Term Assets






 






3,599





 

 






3,752








Total Assets Under Management2






$






309,835





 

$






324,019








 






 






 





 

 






 








By Vehicle






 






 





 

 






 








Mutual Funds3






$






167,775





 

$






176,203








Separate Accounts and Other Pooled Vehicles4






 






125,659





 

 






131,091








ETFs5






 






16,401





 

 






16,725








Total Assets Under Management2






$






309,835





 

$






324,019








 






 






 





 

 






 









Other Assets6






 






 






 






 






 








Institutional






$






3,268






 






$






3,083








Total Other Assets






$






3,268






 






$






3,083








 






 






 






 






 






 








Total Client Assets






 






 






 






 






 








Total Assets Under Management






$






309,835






 






$






324,019








Total Other Assets






 






3,268






 






 






3,083








Total Client Assets






$






313,103






 






$






327,103












 



By Region






 






 






 






 






 








U.S.






$






258,054






 






$






269,771








Non-U.S.






 






55,049






 






 






57,332








Total Client Assets






$






313,103






 






$






327,103







First-Quarter Conference Call and Webcast Details


Victory Capital will report first-quarter 2026 financial results after the market closes on Wednesday, May 6, 2026. The Company will host a conference call the following morning, Thursday, May 7, at 8:00 a.m. ET to discuss the results. Victory Capital’s earnings release and supplemental materials will be available on the investor relations section of the Company’s website at https://ir.vcm.com before the conference call begins.


To participate in the conference call, please call 1-833-461-5787 (domestic) or 1-585-542-9983 (international), shortly before 8:00 a.m. ET and reference the Victory Capital Conference Call. A live, listen-only webcast will also be available via the investor relations section of the Company’s website at https://ir.vcm.com. For anyone who is unable to join the live event, an archive of the webcast will be available for replay, at the same location, shortly after the call concludes.




1






Due to rounding, numbers presented in these tables may not add up precisely to the totals provided.








2






Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes Other Assets.








3






Includes institutional and retail share classes, money market and VIP funds








4






Includes wrap program accounts, CITs, UMAs, UCITS, private funds, and non-U.S. domiciled pooled vehicles.








5






Represents only ETF assets held by third parties and excludes ETF assets held by other Victory Capital products.








6






Includes low-fee (2 to 4 bps) institutional assets. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1.







About Victory Capital


Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $313.1 billion in total client assets, as of March 31, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.


Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260413948699/en/
Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com


Media:

Jessica Davila

Director of Global Communications

210-694-9693

Jessica_davila@vcm.com


Original: Victory Capital Reports March 2026 Total Client Assets

Victory Capital Withdraws Proposal to Acquire Janus HendersonMarch 24, 2026 4:15 PM
Business Wire
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 with a negotiated, consensual transaction that had the full support of the Janus Henderson Special Committee. While the Company is disappointed with the process run by the Special Committee, its admiration for the Janus Henderson business and its talented investment professionals remains unchanged. Victory Capital pursued this opportunity precisely because it recognized Janus Henderson as a high-quality organization and potentially a compelling strategic fit.


Victory Capital wishes Janus Henderson and its employees, clients and shareholders continued success.


Importantly, Victory Capital's acquisition strategy has not changed. The Company will continue to pursue transactions that increase the competitiveness of the company through size, scale, product expansion and distribution access throughout the world, building on a proven long-term track record of value-creating acquisitions. Victory Capital’s acquisition track record – eight transactions completed in the past 11 years – speaks for itself. The Company has consistently identified, executed and integrated transactions that make it a stronger, more diversified and more competitive firm. This has made Victory Capital the best-performing traditional public asset manager since its IPO in February of 2018, with a total shareholder return of over 525%.


Victory Capital intends to pursue the right opportunities at the right time. The Company's commitment to its shareholders, its Investment Franchises, its employees and its clients is as strong as ever.


About Victory Capital


Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $327.1 billion in total client assets under management as of February 28, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.


Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.


Forward-Looking Statements


This document may contain forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for Victory Capital’s future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital's control and could cause Victory Capital's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward looking statements.


Although it is not possible to identify all of these risks and factors, they include, among others, the following: reductions in the assets under management (“AUM”) based on investment performance, client withdrawals, difficult market conditions and other factors such as the ongoing conflicts and potential military conflicts in Ukraine, Venezuela, China/Taiwan, and/or the Middle East, a pandemic, tariffs or trade restrictions; the nature of the Company’s contracts and investment advisory agreements; the Company's ability to maintain historical returns and sustain our historical growth; the Company's dependence on third parties to market our strategies and provide products or services for the operation of our business; the Company's ability to retain key investment professionals or members of our senior management team; the Company's reliance on the technology systems supporting our operations; the Company's ability to successfully acquire and integrate new companies; risks associated with expected benefits of the Amundi US transaction and the related impact on the Company’s business; the concentration of the Company’s investments in long only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; the Company's efforts to establish and develop new teams and strategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company's ability to limit employee misconduct; the Company's ability to meet the guidelines set by our clients; the Company's exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company's ability to implement effective information and cyber security policies, procedures and capabilities; the Company's substantial indebtedness; the potential impairment of the Company’s goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to the Company’s ETF platform; the Company's determination that we are not required to register as an “investment company” under the Investment Company Act of 1940; the fluctuation of the Company’s expenses; the Company's ability to respond to recent trends in the investment management industry; the level of regulation on investment management firms and the Company’s ability to respond to regulatory developments; the competitiveness of the investment management industry; and other risks and factors included, but not limited to, those listed under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026, which is accessible on the SEC’s website at www.sec.gov.


In light of these risks, uncertainties and other factors, the forward-looking statements contained in this press release might not prove to be accurate. All forward-looking statements speak only as of the date made and Victory Capital undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260324377819/en/
Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com


Media:

Andy Brimmer / Richard M. Goldman / Maggie Carangelo

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

VictoryCapitalMedia@Joelefrank.com


Jessica Davila

Director, Global Communications

210-694-9693

jessica_davila@vcm.com


Original: Victory Capital Withdraws Proposal to Acquire Janus Henderson

Victory Capital Sets the Record Straight on Actionability of Its Clearly Superior Proposal to Acquire Janus HendersonMarch 23, 2026 6:30 AM
Business Wire
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 Long-Term Value


Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today set the record straight on the actionability of its clearly superior proposal to acquire Janus Henderson Group plc (NYSE: JHG) (“Janus Henderson”).


Victory Capital has put forward a proposal in which Janus Henderson shareholders would receive $40.00 per share in cash and a fixed exchange ratio of 0.250 shares of Victory Capital common stock for each Janus Henderson share owned which provides full value for Janus Henderson today plus 31% ownership in a stronger, more competitive asset management platform. This proposal represents total consideration of $57.05 per Janus Henderson share.1 In contrast, Trian is attempting to purchase Janus Henderson at $49.00 per share. That might be attractive to Trian, but it represents a lost opportunity for Janus Henderson shareholders, especially in light of Victory Capital’s proposal.


The clearly superior nature of Victory Capital’s proposal was underscored in analysis conducted by Janus Henderson’s own financial advisor, which clearly demonstrates the upside potential of Victory Capital’s proposal through pro forma value creation and increased share price across 34 of 36 potential scenarios identified by Janus Henderson’s advisor even prior to Victory Capital’s current improved proposal.2


Unfortunately, to the detriment of Janus Henderson’s non-Trian shareholders, the public discourse around Victory Capital’s superior proposal is being littered with misinformation.


Recent media reports have included statements from unnamed sources regarding Janus Henderson employees’ and clients’ purported views on the Victory deal. These statements are a clear attempt to manufacture uncertainty in the market around Victory Capital’s ability to close the proposed transaction with Janus Henderson.


Meanwhile, the Special Committee of the Janus Henderson Board of Directors (the “Special Committee”) has yet to provide Victory Capital with the opportunity to share its perspective for the combined company in a professional and detailed manner with either the Special Committee or Janus Henderson’s stakeholders. As a result, Victory Capital believes that anything that has been represented to date to Janus Henderson clients and employees regarding Victory Capital’s intentions, culture, client servicing and operational plans fails to reflect Victory Capital’s vision and track record, and also appears to have been presented to these constituents by individuals who do not have direct information about Victory Capital and likely stand to benefit from completing the currently contemplated Trian transaction.


Further, it is worth noting that the clients cited in recent media coverage – the wealth-management units of Morgan Stanley and Citigroup – are investment management clients of both Victory Capital and Janus Henderson who understand the true value of Victory Capital’s products. Victory Capital has been told that those statements in the press do not reflect the corporate positions of these institutions, and, moreover, it would not be industry practice for a client to comment publicly on a transaction or client matters, especially at this point in the process. Victory Capital believes these are manufactured attempts by those who stand to benefit from the transaction to create uncertainty and doubt about Victory Capital’s superior proposal.


In addition, Trian’s “Perspectives on Victory Capital and its Proposals” presentation released on March 20, 2026 should be taken for what it is – misguided and manipulative observations aimed at salvaging its inferior, insider deal.


It is also important to correct the following claims cited by the Special Committee as the basis for its rejection of Victory Capital’s February 26, 2026 proposal.




Claim






Facts








Actionability of Victory’s Proposal








“Significant Uncertainty in Ability to Obtain the Required 75% Client Consent Threshold.”3







Victory Capital has achieved an overwhelming 95%+ client consent in each of its acquisitions as a public company



Never observed a precedent transaction with a public company target of any material size failing to close because of a consent condition



Victory Capital has a robust and well-diversified client base, and it currently has products with ~150,000 financial advisors, representing over half of all advisors in the U.S. and millions of individual investors



A sample of Victory Capital’s largest U.S. intermediary distribution clients include:


Wirehouse: Morgan Stanley, Merrill Lynch, Wells Fargo, and UBS



Regionals/Independents: Edward Jones, Raymond James, LPL Financial, and Ameriprise Financial



Private Banks: JP Morgan, Citigroup, and US Bank



Retirement: Empower, Fidelity, and Great Gray



Custodial Platforms: Fidelity, BNY Pershing, Charles Schwab, and Envestnet






Victory Capital has a significant U.S. institutional presence with more than 460 institutional mandates across more than 425 clients; Victory Capital has clients that are in common with 8 of the top 10 largest U.S. institutional consultants



Victory Capital has a globalized business with 18% of total client assets from international clients in 60 countries








“Janus Henderson may suffer substantial client outflows and employee attrition given Victory’s aggressive planned cost-cutting and clients’ resulting expectations of reduced client service and diminished investment performance.”4







To date, Victory Capital has been denied the opportunity to have a professional and detailed discussion with the Special Committee and the Janus Henderson stakeholders and therefore any reference to Victory Capital’s intended strategy is misinformed



Victory Capital has made commitments to retaining investment professionals and their investment processes and preserving the Janus Henderson brand, as well as ensuring that lucrative retention programs are put in place at Janus Henderson across the organization



Victory Capital preserves the investment autonomy of each investment team – Victory Capital’s centralized, but not standardized, support allows investment professionals to focus on client outcomes and portfolios



Combined company would be more competitive and have even greater resources to make further investments to enhance operating and distribution platforms, benefiting all employees and materially improving growth prospects



Synergies driven by efficiencies in the middle and back office, operational and administrative infrastructure, vendor consolidation and duplication will leverage the economies of scale of the combined platform creating one of the largest asset managers in the world and, most importantly, would not compromise client experience or compliance, systems, and services








“Highly Uncertain Janus Henderson Shareholder Approval.”5







Victory Capital believes Janus Henderson shareholders will overwhelmingly support its proposed transaction when they are provided with the opportunity to vote on it given the strength of Victory Capital’s proposal



Precedent merger votes at publicly listed Jersey-incorporated targets over the last 10 years have consistently received support from more than 95% of votes cast, which is higher than what Victory Capital would have to achieve from non-Trian shareholders at anticipated attendance levels



Victory Capital’s improved proposal offers almost the entirety of Janus Henderson’s October 24, 2025 unaffected share price in cash, with the stock consideration providing additional value and substantial upside participation through 31% ownership of the pro forma company








“Victory has not adequately justified its synergies estimate, which exceeds typical synergy levels realized in precedent transactions.”6







Victory Capital has an exceptional track record of delivering synergies as a public company while enhancing client experience



In each of its major transactions, Victory Capital has not only captured substantial synergies, but often surpassed initial expectations



Janus Henderson’s own financial advisor acknowledges that precedent asset management transactions typically generate synergies equal to roughly 30% of the target’s expense base7



Against that benchmark, Victory Capital’s target of ~31% synergy realization on Janus Henderson’s 2025 expense base is achievable and consistent with its history



Victory has Adjusted EBITDA margins of ~50%, compared to ~30% for Janus Henderson. Including its estimated $500 million annual synergies, the combined company’s margins would still be less than Victory’s standalone margins



Morgan Stanley’s well-regarded research analyst substantiates Victory Capital’s estimated synergies target in a report, “the $500m in cost synergies represent ~23% of JHG’s cost base, which we view as reasonable and in line with historical precedent across large-scale asset management combinations.”8



Victory Capital has still not been provided any documents or given access to data that would provide additional background to present a detailed plan around capturing synergies








“Victory Shareholder Vote Is Uncertain.”9







Victory Capital is the best-performing public traditional asset manager in the period since its February 2018 IPO, with a TSR of 525%+, delivering substantial value creation to shareholders



Victory Capital maintains a robust engagement program with its shareholders, a significant number of which have proactively expressed their support for Victory Capital’s proposed transaction with Janus Henderson



In its recent Pioneer transaction, over 99% of the votes cast supported the share issuance proposal



The pro forma company offers stability and meaningful long-term value creation opportunities for both shareholders and employees, including the strategic advantages of creating a larger, more competitive asset manager with enhanced diversification and distribution capabilities








“Victory’s debt commitment papers are in draft form, include a due diligence out for the lenders and are subject to credit committee approval.”10







Victory Capital’s compelling improved proposal is fully actionable and is fully financed



The financing is structured conservatively, independent of synergies and is based on the credit profile and cash flow generation ability of the combined business



Despite the lack of meaningful engagement to date and any ability for Victory Capital or its financing sources to conduct due diligence on Janus Henderson, Victory Capital has the required financing commitment papers







Victory Capital’s Financial Performance Underscores Strong Fundamentals and Ability to Generate Long-Term Value


Victory Capital has delivered best-in-class total shareholder returns, consistent earnings growth and has a proven ability to create long-term value. The following highlights key performance metrics that underscore Victory Capital’s track record of sustained value creation and demonstrate that its proposal is grounded in the strength of its business.




Performance Since IPO (Feb 2018)









Since its IPO in February 2018, Victory Capital has delivered a Total Shareholder Return of over 525%+, the best in the public traditional asset management sector


The next highest-performing peer generated a TSR of just 210% over the same period






Victory Capital also maintains the highest 2026 YTD TSR of 9% across its peer group11



Victory Capital has grown the Company’s total client assets since its IPO 438% from $61 billion to $327 billion



Quarterly revenue has grown 256% from IPO



Annualized revenue based on Q4 2025 is $1.5bn



Quarterly adjusted EPS has grown 345% from Victory Capital’s first quarter as a public company, Q1 2018, to $1.78



Adjusted annual EPS CAGR is 21% since Victory Capital’s initial public offering



Victory Capital beat or met its consensus EPS 91% of the time since the Company’s IPO



Annual gross flows have grown 254% since the Company’s IPO



Annualized gross flows based on Q4 2025 of $68 billion



Victory Capital raised $156 million at its IPO and has since returned over $1.2 billion in capital to shareholders through dividends and buybacks



The dividend has increased for five consecutive years, growing from $0 to $0.49 per quarter since its IPO








Key KPIs and Financial Highlights









Victory Capital is a $327 billion global asset manager serving clients in more than 60 countries outside the United States, with millions of individual investors worldwide



Victory Capital achieved record quarterly and/or annual financial results across the below metrics in 2025:


Total Client Assets



Gross Flows



Revenue



Adjusted EBITDA



Net Income (GAAP)



Adjusted Net Income



Adjusted EPS



Cash Flow from Operations



Dividend



Total Capital Returned to Shareholders



Share Price










PJT Partners is serving as financial advisor to Victory Capital and Willkie Farr & Gallagher LLP is serving as legal advisor.


About Victory Capital


Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $327.1 billion in total client assets under management as of February 28, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.


Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.


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 limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for Victory Capital Holdings, Inc.’s (“Victory Capital”) future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital’s control and could cause Victory Capital’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. All statements, other than historical facts, including statements regarding the ultimate outcome of discussions between Victory Capital and Janus Henderson Group plc (“Janus Henderson”), including the possibilities that Victory Capital will not pursue a transaction with Janus Henderson or that Janus Henderson will reject a transaction with Victory Capital; the ability of the parties to complete a transaction when expected or at all; the risk that the conditions to the closing of any proposed transaction, including receipt of required regulatory approvals, client consents and approval of Victory Capital’s or Janus Henderson’s stockholders, are not satisfied in a timely manner or at all; potential litigation related to any proposed transaction; the risk that disruption from the proposed transaction adversely affects the respective businesses and operations of Victory Capital and Janus Henderson; the expected benefits of any proposed transaction, such as expected revenue, EBITDA, EBITDA margin, and/or synergies, efficiencies or cost savings; growth potential of Victory Capital, Janus Henderson or a potentially combined company; diversified product offerings and expanded distribution; market profile and financial strength, including near term and long-term value for shareholders, and opportunities for long-term growth and value creation; potential adverse reactions or changes to client and other business relationships resulting from the announcement, pendency or completion of the transaction; the ability to retain key employees; the competitive ability and position of Victory Capital, Janus Henderson or a potentially combined company; the ability to effectively and efficiently integrate the companies; future plans and investments; and any assumptions underlying any of the foregoing, are forward-looking statements. Factors that may affect the future results of Victory Capital are set forth in Victory Capital’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including Victory Capital’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in Victory Capital’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not exclusive and further information concerning Victory Capital and its business, including factors that potentially could materially affect Victory Capital’s business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Victory Capital files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, Victory Capital assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.


No Offer or Solicitation


This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


Additional Information and Where to Find It


This communication relates to a proposal which Victory Capital has made to the Special Committee of Janus Henderson’s Board of Directors for an acquisition of Janus Henderson. In furtherance of this proposal and subject to future developments, Victory Capital (and, if a negotiated transaction is agreed, Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Victory Capital and/or Janus Henderson may file with the SEC in connection with the proposed transactions.


INVESTORS AND SECURITY HOLDERS OF VICTORY CAPITAL AND JANUS HENDERSON ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VICTORY CAPITAL, JANUS HENDERSON AND THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Victory Capital and/or Janus Henderson, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by Victory Capital free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Victory Capital (if and when available) will also be made available free of charge by accessing Victory Capital’s website at www.vcm.com.


Certain Information Regarding Participants


This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Victory Capital and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of any proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Victory Capital’s definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025 and certain of its Current Reports on Form 8-K. Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website at http://www.sec.gov and Victory Capital’s website at www.vcm.com.


1 Based on closing price of Victory Capital stock as of March 20, 2026.


2 See “Project Jewel Discussion Materials,” dated March 3, 2026, filed as Exhibit 99.(c)(ix) to the Schedule 13E-3/A filed on March 11, 2026.


3 Janus Henderson press release dated March 11, 2026.


4 Janus Henderson press release dated March 11, 2026.


5 Janus Henderson press release dated March 11, 2026.


6 Janus Henderson press release dated March 11, 2026.


7 Reference page 11 of “Project Jewel Discussion Materials” dated March 3, 2026, filed as Exhibit 99.(c)(ix) to the Schedule 13E-3/A on March 11, 2026.


8 Morgan Stanley research report dated March 2, 2026. Permission to use quote neither sought nor obtained.


9 Janus Henderson press release dated March 11, 2026.


10 Janus Henderson press release dated March 11, 2026.


11 Peer group includes JHG, TROW, BLK, BEN, AB, IVZ, APAM, AMG, and VRTS.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260323114441/en/
Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com


Media:

Andy Brimmer / Richard M. Goldman / Maggie Carangelo

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

VictoryCapitalMedia@Joelefrank.com


Jessica Davila

Director, Global Communications

210-694-9693

jessica_davila@vcm.com


Original: Victory Capital Sets the Record Straight on Actionability of Its Clearly Superior Proposal to Acquire Janus Henderson

Victory Capital Submits Improved, Actionable and Clearly Superior Proposal to Acquire Janus HendersonMarch 17, 2026 7:08 AM
Business Wire
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 Party


Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today sent a letter to the Special Committee of the Board of Directors of Janus Henderson Group plc (NYSE: JHG) (“Janus Henderson”), delivering an improved, actionable and clearly superior proposal to acquire Janus Henderson.


Under the enhanced financial terms of Victory Capital’s revised proposal, Janus Henderson shareholders would receive $40.00 per share in cash and a fixed exchange ratio of 0.250 shares of Victory Capital common stock for each Janus Henderson share owned, translating to 31% ownership in a combined asset manager with a path to meaningful future value creation. The $10.00 additional cash consideration per share in the improved proposal provides significantly greater certainty to Janus Henderson shareholders.


Based on Victory Capital’s closing share price as of March 16, 2026, Janus Henderson shareholders would receive total consideration of $56.84 per Janus Henderson share, representing $3.26 in additional per share consideration to our prior proposal and reflecting a 37% premium to Janus Henderson’s unaffected share price as of October 24, 2025. Based on Victory Capital’s unaffected share price immediately prior to submitting its proposal on February 26, 2026, Janus Henderson shareholders would receive total consideration of $59.32 per Janus Henderson share reflecting a 42% premium to Janus Henderson’s unaffected share price. The revised proposal reflects $1.2bn of incremental aggregate consideration and a 16% premium to the Trian proposal.


Victory Capital’s compelling improved proposal is fully actionable and is fully financed with no financing out. While Victory Capital remains highly confident in the synergy opportunity for the combined company outlined in its prior proposal, the Company’s committed financing does not rely on the full realization of such synergies. The financing is structured conservatively, independent of synergies and is based on the credit profile and cash flow generation ability of the combined business exclusive of any expected cost savings.


David C. Brown, Chairman and Chief Executive Officer of Victory Capital, said: “Victory Capital’s improved proposal provides Janus Henderson shareholders meaningful upfront cash value, while allowing them to retain significant ownership in a stronger combined company positioned for long-term growth. We are encouraged by the positive response shareholders have proactively communicated to us about our prior proposal and believe it clearly provides superior value compared to the currently contemplated transaction.


“Our improved proposal is fully actionable, and we do not agree with the risks associated with our compelling transaction previously cited by the Special Committee. We have repeatedly demonstrated our ability to integrate businesses while retaining clients and investment professionals without disruption to the investment process or the client experience, which has helped build the Company we are today, managing $327 billion of assets. Through direct and meaningful engagement with the Special Committee, we are confident we can address its concerns. We stand ready to execute a merger agreement expeditiously and urge the Special Committee to engage with us so that Janus Henderson shareholders can be presented with this compelling opportunity.”


Victory Capital also used the letter to address misperceptions cited by the Special Committee relating to Victory Capital’s prior proposal, summarized below:



The Special Committee’s client consent concerns are misplaced. Victory Capital has achieved an overwhelming 95%+ client consent for its most recent transactions and believes there is no credible basis for claiming that its proposal raises any real client-related concerns. Victory Capital is confident that its history of successfully securing client consents, combined with its commitment to retaining Janus Henderson’s investment professionals, by offering competitive pay, investment autonomy and industry-standard retention packages, will enable the Company to surpass the 75% threshold needed for its proposed transaction. This offers Janus Henderson far greater closing certainty than the 80% hurdle required by the Trian transaction.




Victory Capital’s synergy estimates are sound and supported by the Company’s track record. In each of its major transactions, Victory Capital has not only captured substantial net expense synergies, but often surpassed initial expectations.




Victory Capital’s proposal provides both greater certainty of value and the opportunity for Janus Henderson shareholders to participate in significant upside as markets recognize the value of the combination. The Victory Capital proposal offers almost the entirety of Janus Henderson’s unaffected share price as of October 24, 2025, in cash, with the stock consideration providing additional value and substantial upside participation through 31% ownership of the pro forma company. Further, the combined company would be highly diversified and better positioned to compete at scale against the largest asset managers in the world. Moreover, under the merger agreement with Trian, Janus Henderson would be acquired by a newly created acquisition vehicle with no operating experience, formed by a consortium of financial buyers and not a traditional asset manager – this construct offers no benefits of incremental scale.




Victory Capital provides a strategic and stable long-term partner, unlike a transaction with a financial buyer. The Company is committed to retaining and supporting investment professionals and preserving the Janus Henderson brand. The Company will ensure that appropriate retention programs are put in place at Janus Henderson. Victory Capital’s operating model preserves the investment autonomy of each investment team by providing best-in-class support through its scaled platform. The Company’s investment performance demonstrates the strength of its track record. Additionally, the combined company will be more competitive and have even greater resources to make further investments and enhance operating and distribution platforms – benefiting all employees and materially improving growth prospects.




Victory Capital believes Janus Henderson shareholders will overwhelmingly support its improved proposed transaction when they are provided with the opportunity to vote on it. Given the strength of the Company’s proposal, and the importance of a vote on the sale of Janus Henderson, Victory Capital expects a strong turnout from the Janus Henderson shareholders who will support the transaction and meet the two-thirds voting requirement for approving a merger under Jersey law. Precedent merger votes at publicly listed Jersey-incorporated targets over the last 10 years have consistently received support from more than 95% of votes cast, which is higher than what Victory Capital would have to achieve from non-Trian shareholders at anticipated attendance levels.




Victory Capital has confidence in its own shareholder support. Victory Capital is the best-performing traditional asset manager in the period since its IPO, with a TSR of 500%+. Driven by its exemplary track record, Victory Capital has fostered strong relationships with employees and shareholders alike. Based on the Company’s ongoing dialogue with its shareholders, track record of securing shareholder approval in prior transactions, and significant ownership held by the Company’s employees and key partner shareholders, the Company fully expects to receive the requisite shareholder support for this transaction.



Victory Capital believes the currently contemplated transaction with Trian, an insider shareholder that has two directors on the Board, is precisely the situation that warrants independent directors exercising the utmost care to ensure that Janus Henderson’s public shareholders are afforded the best deal. Victory Capital’s improved, actionable and clearly superior proposal gives the Special Committee an opportunity to promptly begin real discussions with the Company.


PJT Partners is serving as financial advisor to Victory Capital and Willkie Farr & Gallagher LLP is serving as legal advisor.


The full text of Victory’s letter to the Special Committee can be found below:


March 17, 2026


To: The Special Committee of the Board of Directors, Janus Henderson Group plc


Re: Improved Proposal


We were surprised by the Special Committee’s failure to make the determination that our February 26th proposal was superior to the existing Trian transaction given that our proposal is both actionable and provides superior value. We are encouraged by the positive response shareholders have proactively communicated to us about our proposal. Our “best-of-both-worlds” transaction structure allows Janus Henderson Group plc (“Janus Henderson”) shareholders to receive majority upfront consideration in cash and retain meaningful combined company ownership, enabling participation in long-term value creation, stemming from strategic alignment and accelerated growth potential. The combination yields a significant increase in scale, with 60%+ higher AUM and 85%+ greater EBITDA (pre-synergies) than standalone Janus Henderson, creating a combined company that would be highly diversified and better positioned to compete at scale against the largest asset managers in the world.


To underscore our commitment to this transformative combination, we are prepared to provide Janus Henderson shareholders with a significantly enhanced financial proposal. Specifically, we are now offering cash consideration of $40.00 per share plus 0.250 Victory shares for each Janus Henderson share, resulting in Janus Henderson shareholders owning 31% of the pro forma company.


Our improved proposal represents:



$10 additional cash consideration per share ($1.5bn more cash consideration) to provide for significantly greater value certainty



31% ownership in a combined asset manager with a path to meaningful future value creation



$3.26 in additional per share consideration compared to our prior proposal (based on Victory’s closing share price on March 16th)



$1.2bn of incremental aggregate consideration and a 16% premium to Trian’s proposal (based on Victory’s closing share price on March 16th), with an opportunity for greater value increase through pro forma ownership in the combined company



Our compelling new proposal is fully actionable and is fully financed with no financing out. We have obtained committed financing in support of our improved proposal. While we remain highly confident in the synergy opportunity for the combined company outlined in our prior proposal, we want to emphasize that our committed financing does not rely on the full realization of such synergies. Our financing is structured conservatively, independent of synergies and is based on the credit profile and cash flow generation ability of the combined business exclusive of any expected cost savings. Pro forma for the combination, Victory’s net leverage will be 3.5x LTM EBITDA, excluding synergies, and 2.7x LTM EBITDA, including synergies at close.


As a seasoned acquirer with $327bn of assets and a market capitalization (based on all outstanding equity) of ~$6bn, we have a successful track record of acquiring and integrating large asset managers and retaining clients as well as investment professionals without disruption to the investment process or the client experience. In our precedent transactions, client consent percentages at closing were over 95% (compared to the 75% closing standard we propose). We have also retained key investment professionals in prior acquisitions. Moreover, our business is complementary to Janus Henderson’s – we offer complementary products across the same distribution platforms and investment consultants. We are confident that, through meaningful engagement with us, you will not find any concerns with client consent or employee retention.


We recognize why Trian would say they would oppose our proposal, as it is in their clear self-interest to preserve their modest premium $49 per share deal in contrast to the $56.84 per share deal represented by our improved proposal, which delivers $1.2bn in additional value to Janus Henderson shareholders based on our closing share price on March 16th. We struggle to understand why non-insider Janus Henderson shareholders would support Trian’s transaction given our actionable and clearly superior proposal. We remain confident that once the Special Committee determines our proposal is a superior proposal, Janus Henderson shareholders will overwhelmingly support the Victory deal.


We remain convinced that we are the best partner for Janus Henderson. To that end, we are supplementing our proposal with the attached merger agreement, which, as previewed, is substantially the same as the Trian agreement but reflects the increase in the purchase price, the stock component of the consideration and the other improvements that materially increase deal certainty compared to the Trian deal. Victory is prepared to execute this merger agreement expeditiously, subject only to confirmatory due diligence. Such due diligence can be accomplished in less than fourteen days with complete access to Janus Henderson management.


We reiterate that the issues cited by the Special Committee in its March 11th press release as the basis for rejecting our prior proposal could be addressed through engagement. We do not agree with the cited risks associated with the compelling Victory transaction, and our perspective is further outlined in the attached Appendix for the Special Committee’s consideration. We continue to urge the Special Committee to fulfill its fiduciary duties and act in the best interest of all Janus Henderson shareholders, by promptly beginning negotiations with us to deliver superior value. We, and our financial advisor PJT Partners, stand prepared to answer any further questions relating to our proposal.


Very truly yours,


Victory Capital Holdings, Inc.


By: /s/ David C. Brown


David C. Brown


Chairman and Chief Executive Officer


This proposal is solely an indication of interest, and does not constitute an offer, or the solicitation for an offer, or any commitment on our part to submit a definitive proposal at any time in the future or to proceed with any potential transaction. No obligations will be imposed on any person unless and until a written merger agreement that is mutually acceptable is entered into with respect to a transaction.


Appendix


Give a Fair Chance to a Better Actionable Proposal from an Independent Third Party


The existing deal is with an insider shareholder that has two directors on the Board. This is precisely the situation that warrants independent directors exercising the utmost care to ensure that the public shareholders are afforded the best deal. We observe from your proxy statement the insider’s tactics in arriving at a signed transaction:



Publicly announcing a non-binding unsolicited bid for Janus Henderson that put Janus Henderson in play



When a single third party (Victory) emerges with a superior competing proposal to the inside deal, the insider then asserting that it would not support an alternative transaction



The uncertainty created by the public announcement of the Trian bid leading management to advise the Special Committee that a deal needed to be signed quickly to avoid potential employee attrition



The insider's invoking uncertainty with its financing as the rationale for pushing quickly to sign its deal by year end



The insider negotiating off-market expense reimbursement and termination fee provisions for the benefit of the insider’s acquisition vehicle, resulting in $111.42mm in expense reimbursements (1.5% of equity value) if Janus Henderson shareholders fail to approve the Trian deal and a $297.13mm cash termination fee (4% of equity value) if Janus Henderson terminates the deal to enter into a superior proposal



Our improved, actionable, superior proposal gives the Special Committee an opportunity to promptly begin real discussions with Victory.


The 32-minute call on March 9th with the Special Committee was perfunctory. The assertions that Victory did not articulate specific plans for obtaining client consent and required shareholder votes or adequately justify synergies are unwarranted, given Victory was never provided any agenda for the call, or asked detailed or follow-up questions during the brief conversation. We question what of substance could have possibly been achieved in the mere 32 minutes of engagement we were afforded.


We are addressing below several misperceptions cited by the Special Committee relating to our prior proposal.


Client Threshold Is Not a Real World Concern for Our Proposal


Victory has a long, proven track record of executing acquisitions that require client consent from the same distribution channels as would be required for the Janus Henderson transaction. In our most recent transactions, we achieved an overwhelming 95%+ client consent for each transaction.


The suggestion that Victory would have difficulty securing 75% client consent seems entirely unfounded. In comparable asset management transactions over the past 10 years, client consents have not been viewed as an obstacle by proxy advisors. We have not observed a precedent transaction with a public company target of any material size failing to close because of a client consent condition.


Combining our history of successfully securing these approvals, and our commitment to retaining Janus Henderson’s investment professionals by offering competitive pay, investment autonomy and industry-standard retention packages, we see no credible basis for claiming that our prior proposal raises any real client-related concerns. Victory products have widespread, industry-leading acceptance rates among clients – Victory currently has products with approximately 150,000 financial advisors, representing over half of all advisors in the United States, as well as with roughly 5,000 registered investment advisors, accounting for nearly one-third of all U.S. RIAs. In addition, Victory shares client relationships with eight of the ten largest U.S. institutional consulting firms and 29 of the 40 largest firms. Moreover, we have clients in 60 countries across the world. We are confident in our ability to surpass the 75% threshold, which offers Janus Henderson far greater closing certainty than the 80% hurdle required by the Trian transaction.


Synergies Estimates Are Sound


As we have made clear in our prior letters, Victory’s exceptional track record in delivering synergies, while enhancing client experience, is undeniable. In every major transaction, Victory has not only captured substantial net expense synergies but often surpassed our initial expectations. The market has repeatedly validated our ability to successfully integrate acquisitions.


Janus Henderson’s own financial advisor acknowledges that precedent asset management transactions typically generate synergies equal to roughly 30% of the target’s expense base (reference page 11 of “Project Jewel Discussion Materials” dated March 3rd, filed as Exhibit 99.(c)(ix) to the Schedule 13E-3/A on March 11th). Against that benchmark, Victory’s target of ~31% synergy realization on Janus Henderson’s 2025 expense base is entirely reasonable and consistent with our history.


We approach estimated synergies by examining the larger expense base of the pro forma combined company. Victory has EBITDA margins of ~50%, compared to ~30% for Janus Henderson. Including our estimated $500mm annual synergies, the combined company’s margin would still be less than Victory’s standalone margins.


We believe that synergies driven by efficiencies in the middle and back office, operational and administrative infrastructure, vendor consolidation and duplication will leverage the economies of scale of the combined platform and, most importantly, do not represent risk to client experience or compliance, systems, and services. We re-emphasize that Victory plans to retain and support investment professionals and maintain the current investment processes to minimize any impact. With the alternative transaction, a financial buyer’s monetization goals, undisclosed post-closing synergy plans and subsequent potential changes of ownership may present risk for investment process disruption.


Degradation of investment performance and client experience is an unsubstantiated concern. Victory’s investment performance speaks for itself:



A majority of Victory’s mutual funds and ETFs, representing ~65% of rated fund AUM, achieved 4- or 5-star overall ratings from Morningstar



Nearly half of fund AUM ranked in the top quartile over the trailing 3-year period



~80% of AUM outperformed benchmarks over the last 10-year period



Pioneer’s investment performance has remained extremely strong under Victory's ownership


Morningstar metrics steady or improved since the transaction closed



Pioneer has been net flow positive in each quarter since the transaction closed






High Certainty of Value and Value Creation


Our “best-of-both-worlds” improved transaction offers Janus Henderson shareholders material upfront consideration delivered in cash, along with a significant ownership stake of 31% in the pro forma company, allowing them to participate in significant upside as markets recognize the value of the combination – upside that is absent in the current transaction with Trian, a financial buyer. Our proposal offers almost the entirety of Janus Henderson’s unaffected share price in cash, with stock consideration providing substantial upside participation through 31% ownership of the pro forma company.


We remain highly confident in the synergy opportunity for the combined company outlined in our prior proposal. As benefits around synergies and growth are realized and the Victory trading multiple appropriately reflects the pro forma company’s future prospects, Janus Henderson’s shareholders will share in the meaningful long-term value creation.


Indeed, even publicly filed analysis of our prior proposal by your financial advisor (reference page 13 of “Project Jewel Discussion Materials” dated March 3rd, filed as Exhibit 99.(c)(ix) to the Schedule 13E-3/A on March 11th) clearly demonstrates the upside potential through pro forma value creation and increased share price across a vast spectrum of potential scenarios.


Lastly, scale is one of the most important determinants of success in our industry, so we disagree with the assertion that Victory’s “small” size poses a material risk. Victory’s AUM is ~40-50x that of Trian’s and ~10x that of General Catalyst’s. Moreover, under the merger agreement with Trian, Janus Henderson would be acquired by a newly created acquisition vehicle with no operating experience, formed by a consortium of financial buyers and not a traditional asset manager – this construct offers no benefits of incremental scale.


Employees Will Find a Permanent Home at Victory vs. a Transaction with a Financial Buyer


Investment management is a people-driven business and, as such, Janus Henderson’s employees are core to its continued success. A combination with Victory undoubtedly represents reduced uncertainty for employees on account of several factors:



We are committing to retain and support investment professionals and preserve the Janus Henderson brand. We will ensure that appropriate retention programs are put in place at Janus Henderson



Our operating model preserves the investment autonomy of each investment team providing best-in-class support through our scaled platform. Our investment performance demonstrates the strength of our track record of success



Throughout our history, we have fostered a culture of ownership, in which our employees have meaningful ownership in our company and our products, aligning the interests of our company, employees and clients



We are in the human capital business and, as such, we value and appreciate our most important asset, our people. We employ “owners” not employees. Accordingly, we strive to offer highly competitive compensation and comprehensive health, wellness and retirement benefits to our employees



One of our greatest strengths is our employee retention which has contributed to our company’s long-term success and demonstrates our commitment to our employees



The combined company will be more competitive and have even greater resources to make further investments to enhance operating and distribution platforms benefiting all employees and materially improving growth prospects



We Believe Janus Henderson Shareholders Will Overwhelmingly Support Our Improved Proposal


When they are provided with the opportunity to vote on our transaction, we are confident the Janus Henderson shareholders will overwhelmingly support Victory’s improved proposed transaction. Given the strength of our proposal and the importance of a vote on the sale of Janus Henderson, we expect a strong turnout from the Janus Henderson shareholders who will support the transaction and meet the two-thirds voting requirement for approving a merger under Jersey law. Precedent merger votes at publicly listed Jersey-incorporated targets over the last 10 years have consistently received support from more than 95% of votes cast, which is higher than what Victory would have to achieve from non-Trian shareholders at anticipated attendance levels. An analysis conducted by your own financial advisor (reference page 14 of “Project Jewel Discussion Materials” dated March 3rd, filed as Exhibit 99.(c)(ix) to the Schedule 13E-3/A on March 11th) indicates, at anticipated attendance levels, Victory would need between 85% and 90% support from non-Trian voters in order to reach the two-thirds threshold. Considering the superior value of the proposal and the support levels of prior similar transactions, this threshold is readily achievable.


We Have Confidence in Our Shareholders’ Approval


Since our IPO 8 years ago, Victory has been led by its CEO and current leadership team, executing on the same, consistent and focused strategy. Victory is the best-performing traditional asset manager in the period since its IPO, with a TSR of 500%+. Driven by our exemplary track record, we have fostered strong relationships with our employees and shareholders alike. We also maintain a robust engagement program with our shareholders, a significant number of whom have proactively expressed their support for the proposed transaction with Janus Henderson. Based on our ongoing dialogue with our shareholders, track record of securing shareholder approval in prior transactions, and significant ownership held by Victory employees and key partner shareholders, we fully expect to receive the requisite shareholder support for this transaction. In our Pioneer transaction, over 99% of the votes cast supported the share issuance proposal. The pro forma company offers stability and meaningful long-term value creation opportunities for both shareholders and employees, including the strategic advantages of creating a larger, more competitive asset manager with enhanced diversification and distribution capabilities. If our merger agreement with Janus Henderson is terminated because our shareholders fail to approve the issuance of our shares in the transaction, we will reimburse Janus Henderson for the off-market termination fee paid to the Trian acquisition vehicle.


About Victory Capital


Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $327.1 billion in total client assets under management as of February 28, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.


Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.


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 limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for Victory Capital Holdings, Inc.’s (“Victory Capital”) future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital’s control and could cause Victory Capital’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. All statements, other than historical facts, including statements regarding the ultimate outcome of discussions between Victory Capital and Janus Henderson Group plc (“Janus Henderson”), including the possibilities that Victory Capital will not pursue a transaction with Janus Henderson or that Janus Henderson will reject a transaction with Victory Capital; the ability of the parties to complete a transaction when expected or at all; the risk that the conditions to the closing of any proposed transaction, including receipt of required regulatory approvals, client consents and approval of Victory Capital’s or Janus Henderson’s stockholders, are not satisfied in a timely manner or at all; potential litigation related to any proposed transaction; the risk that disruption from the proposed transaction adversely affects the respective businesses and operations of Victory Capital and Janus Henderson; the expected benefits of any proposed transaction, such as expected revenue, EBITDA, EBITDA margin, and/or synergies, efficiencies or cost savings; growth potential of Victory Capital, Janus Henderson or a potentially combined company; diversified product offerings and expanded distribution; market profile and financial strength, including near term and long-term value for shareholders, and opportunities for long-term growth and value creation; potential adverse reactions or changes to client and other business relationships resulting from the announcement, pendency or completion of the transaction; the ability to retain key employees; the competitive ability and position of Victory Capital, Janus Henderson or a potentially combined company; the ability to effectively and efficiently integrate the companies; future plans and investments; and any assumptions underlying any of the foregoing, are forward-looking statements. Factors that may affect the future results of Victory Capital are set forth in Victory Capital’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including Victory Capital’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in Victory Capital’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not exclusive and further information concerning Victory Capital and its business, including factors that potentially could materially affect Victory Capital’s business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Victory Capital files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, Victory Capital assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.


No Offer or Solicitation


This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


Additional Information and Where to Find It


This communication relates to a proposal which Victory Capital has made to the Special Committee of Janus Henderson’s Board of Directors for an acquisition of Janus Henderson. In furtherance of this proposal and subject to future developments, Victory Capital (and, if a negotiated transaction is agreed, Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Victory Capital and/or Janus Henderson may file with the SEC in connection with the proposed transactions.


INVESTORS AND SECURITY HOLDERS OF VICTORY CAPITAL AND JANUS HENDERSON ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VICTORY CAPITAL, JANUS HENDERSON AND THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Victory Capital and/or Janus Henderson, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by Victory Capital free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Victory Capital (if and when available) will also be made available free of charge by accessing Victory Capital’s website at www.vcm.com.


Certain Information Regarding Participants


This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Victory Capital and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of any proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Victory Capital’s definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025, and certain of its Current Reports on Form 8-K. Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website at http://www.sec.gov and Victory Capital’s website at www.vcm.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260317666968/en/
Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com


Media:

Andy Brimmer / Richard M. Goldman / Maggie Carangelo

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

VictoryCapitalMedia@Joelefrank.com


Jessica Davila

Director, Global Communications

210-694-9693

jessica_davila@vcm.com


Original: Victory Capital Submits Improved, Actionable and Clearly Superior Proposal to Acquire Janus Henderson

Victory Capital Reports February 2026 Total Client AssetsMarch 11, 2026 4:54 PM
Business Wire
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, Average Total AUM was $322.6 billion, average Other Assets was $3.0 billion, and average Total Client Assets was $325.6 billion.




Victory Capital Holdings, Inc.








Total Client Assets (unaudited; in millions) 1








 






 






 As of:








By Asset Class





 

Feb. 28, 2026






 






Jan. 31, 2026








Solutions





 

$






96,113






 






$






94,075








Fixed Income





 

 






80,827






 






 






80,429








U.S. Mid Cap Equity





 

 






31,411






 






 






30,863








U.S. Small Cap Equity





 

 






11,453






 






 






11,416








U.S. Large Cap Equity





 

 






63,359






 






 






64,340








Global / Non-U.S. Equity





 

 






34,176






 






 






32,441








Alternative Investments





 

 






2,928






 






 






2,868








Total Long-Term Assets





 

$






320,267






 






$






316,432








Money Market / Short Term Assets





 

 






3,752






 






 






3,773








Total Assets Under Management2





 

$






324,019






 






$






320,205








 





 

 






 






 






 






 








By Vehicle





 

 






 






 






 






 








Mutual Funds3





 

$






176,203






 






$






175,017








Separate Accounts and Other Pooled Vehicles4





 

 






131,091






 






 






129,213








ETFs5





 

 






16,725






 






 






15,976








Total Assets Under Management2





 

$






324,019






 






$






320,205








 





 

 






 






 






 






 








Other Assets6





 

 






 






 






 






 








Institutional





 

$






3,083






 






$






2,976








Total Other Assets





 

$






3,083






 






$






2,976









 





 

 






 






 






 






 








Total Client Assets





 

 






 






 






 






 








Total Assets Under Management





 

$






324,019






 






$






320,205








Total Other Assets





 

 






3,083






 






 






2,976








Total Client Assets





 

$






327,103






 






$






323,181








 

 






 






 






 






 








By Region





 

 






 






 






 






 








U.S.





 

$






269,771






 






$






266,847








Non-U.S.





 

 






57,332






 






 






56,334








Total Client Assets





 

$






327,103






 






$






323,181













 



1Due to rounding, numbers presented in these tables may not add up precisely to the totals provided.








2Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes Other Assets.








3Includes institutional and retail share classes, money market and VIP funds.








4Includes wrap program accounts, CITs, UMAs, UCITS, private funds, and non-U.S. domiciled pooled vehicles.








5Represents only ETF assets held by third parties and excludes ETF assets held by other Victory Capital products.








6Includes low-fee (2 to 4 bps) institutional assets. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1.







About Victory Capital


Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $327.1 billion in total client assets, as of February 28, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.


Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260311594627/en/
Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com


Media:

Jessica Davila

Director of Global Communications

210-694-9693

Jessica_davila@vcm.com


Original: Victory Capital Reports February 2026 Total Client Assets

Victory Capital Responds to Janus Henderson Special Committee’s Continued Lack of Substantive Engagement Regarding Fully Financed, Actionable and Clearly Superior ProposalMarch 11, 2026 4:39 PM
Business Wire
Special Committee Continues to Support Deal with Trian Rather Than Maximizing Value for Shareholders


Real Risk to Shareholders is Being Forced to Accept a Lower Price and Preserve Transaction with Insider


Purported “Engagement” Consisted of One 32-Minute Interaction Only at the End of Special Committee’s Review


Victory Capital Remains Fully Committed to Pursuing Compelling Transaction


Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today issued the following statement in response to the decision by the Special Committee of the Board of Directors of Janus Henderson Group plc (NYSE: JHG) (“Janus Henderson”) not to engage substantively with Victory Capital regarding its fully financed, actionable and clearly superior proposal:


“As fiduciaries, the Janus Henderson Special Committee must objectively evaluate superior alternatives for the benefit of all of its shareholders. The Special Committee has continued to support an inferior transaction with Trian, a financial buyer and company insider. The issues cited by the Special Committee to support its decision could be addressed through substantive engagement, and Victory Capital remains fully committed to pursuing this compelling opportunity.


Since Victory Capital submitted its first superior proposal in November 2025, the Special Committee’s sole “engagement” with Victory Capital over the past four months has merely consisted of a single 32-minute conversation with members of Victory Capital’s management team that was hastily scheduled at the end of the Special Committee’s review. The Special Committee provided no agenda for the call and requested that no advisors be included. The call was perfunctory, and the Special Committee was unwilling to meaningfully explore the operational, financial or transaction-specific considerations that it now cites as the basis for rejecting our proposal.


Victory Capital has a long track record of acquiring and successfully integrating investment management businesses while preserving investment autonomy, client continuity and brand strength. We have been clear that we intend to retain Janus Henderson’s investment talent, maintain the brand and minimize disruption for clients and employees. When Victory Capital has the opportunity to engage with Janus Henderson’s clients and employees, we are confident that they will see the benefits of the combined, global investment management business, which will have exceptional diversification, product and distribution capabilities and be better positioned to compete at scale against the largest asset managers in the world. We have doubts about whether the engagement with clients and employees cited by the Special Committee without our involvement reflects the superior value and long-term competitive positioning for Janus Henderson’s business, employees and clients.


We have also structured our proposal with a practical path to closing and are prepared to provide the Special Committee with detailed execution planning when given the opportunity to do so. Despite the lack of meaningful engagement to date and any ability to conduct due diligence, we have fully committed financing from two of the most reputable global banks.


When provided with the opportunity, we are confident that Janus Henderson shareholders will overwhelmingly vote in favor of Victory Capital’s transaction and satisfy the standard for approving a merger under Jersey law.


We remain fully committed to pursuing this compelling transaction.”


PJT Partners is serving as financial advisor to Victory Capital and Willkie Farr & Gallagher LLP is serving as legal advisor.


About Victory Capital


Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $323.2 billion in total client assets, as of January 31, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.


Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.


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 limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for Victory Capital Holdings, Inc.’s (“Victory Capital”) future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital’s control and could cause Victory Capital’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. All statements, other than historical facts, including statements regarding the ultimate outcome of discussions between Victory Capital and Janus Henderson Group plc (“Janus Henderson”), including the possibilities that Victory Capital will not pursue a transaction with Janus Henderson or that Janus Henderson will reject a transaction with Victory Capital; the ability of the parties to complete a transaction when expected or at all; the risk that the conditions to the closing of any proposed transaction, including receipt of required regulatory approvals, client consents and approval of Victory Capital’s or Janus Henderson’s stockholders, are not satisfied in a timely manner or at all; potential litigation related to any proposed transaction; the risk that disruption from the proposed transaction adversely affects the respective businesses and operations of Victory Capital and Janus Henderson; the expected benefits of any proposed transaction, such as expected revenue, EBITDA, EBITDA margin, and/or synergies, efficiencies or cost savings; growth potential of Victory Capital, Janus Henderson or a potentially combined company; diversified product offerings and expanded distribution; market profile and financial strength, including near term and long-term value for shareholders, and opportunities for long-term growth and value creation; potential adverse reactions or changes to client and other business relationships resulting from the announcement, pendency or completion of the transaction; the ability to retain key employees; the competitive ability and position of Victory Capital, Janus Henderson or a potentially combined company; the ability to effectively and efficiently integrate the companies; future plans and investments; and any assumptions underlying any of the foregoing, are forward-looking statements. Factors that may affect the future results of Victory Capital are set forth in Victory Capital’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including Victory Capital’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in Victory Capital’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not exclusive and further information concerning Victory Capital and its business, including factors that potentially could materially affect Victory Capital’s business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Victory Capital files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, Victory Capital assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.


No Offer or Solicitation


This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


Additional Information and Where to Find It


This communication relates to a proposal which Victory Capital has made to the Special Committee of Janus Henderson’s Board of Directors for an acquisition of Janus Henderson. In furtherance of this proposal and subject to future developments, Victory Capital (and, if a negotiated transaction is agreed, Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Victory Capital and/or Janus Henderson may file with the SEC in connection with the proposed transactions.


INVESTORS AND SECURITY HOLDERS OF VICTORY CAPITAL AND JANUS HENDERSON ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VICTORY CAPITAL, JANUS HENDERSON AND THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Victory Capital and/or Janus Henderson, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by Victory Capital free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Victory Capital (if and when available) will also be made available free of charge by accessing Victory Capital’s website at www.vcm.com.


Certain Information Regarding Participants


This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Victory Capital and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of any proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Victory Capital’s definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025 and certain of its Current Reports on Form 8-K. Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov and Victory Capital’s website at www.vcm.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260311882932/en/
Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com


Media:

Andy Brimmer / Richard M. Goldman / Maggie Carangelo

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

VictoryCapitalMedia@Joelefrank.com


OR


Jessica Davila

Director, Global Communications

210-694-9693

jessica_davila@vcm.com


Original: Victory Capital Responds to Janus Henderson Special Committee’s Continued Lack of Substantive Engagement Regarding Fully Financed, Actionable and Clearly Superior Proposal

Victory Capital Chairman and CEO Pens Open Letter to Janus Henderson EmployeesMarch 2, 2026 4:30 PM
Business Wire
Highlights Superior Strategic Combination Built Around People, Performance and Alignment of Interests


Victory Capital’s Culture of Ownership, Investment Autonomy and Global Distribution Positions Combined Company to Compete at Scale


Compelling Opportunity for Janus Henderson Employees to Participate in Long-Term Value Creation of Combined Company


Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today published an open letter from Chairman and CEO David C. Brown to employees of Janus Henderson outlining how the Company’s long-standing business model is founded on entrepreneurialism and ownership, is employee-focused and uniquely supports Investment Franchises, enabling investment professionals to focus the majority of their efforts on managing client assets.


March 2nd, 2026


To: The Employees of Janus Henderson


As you have seen, Victory Capital is urging the Special Committee of Janus Henderson to engage with us and discuss our superior proposal to acquire Janus Henderson. I have great respect and admiration for what you all have built over the years, and believe we have an opportunity to accelerate that success by bringing our two organizations together. The combination of our companies would strategically advance both compared to the alternative option, which is simply a financial transaction that changes Janus Henderson’s capital structure.


Investment management is a people-driven business and, as such, Janus Henderson’s employees should be at the core of this important dialogue. Importantly, our proposal includes our commitment to retaining Janus Henderson’s investment professionals and preserving the Janus Henderson brand. Given this, I would like to share more about our culture, people and operating environment since we have not previously been given the opportunity to do so by Janus Henderson’s Special Committee.


We have a stellar reputation and proven track record of providing an excellent business platform to support investment teams, while also respecting the talent and expertise that have made them successful. We strive to not disrupt our clients or the investment process and to provide world-class business infrastructure and sales capabilities and put our investment teams in the best position to achieve even greater success. We have also expanded our distribution platform, building a strong retail distribution network with significant reach across advisors and wealth platforms and globalizing our business with our international strategic partnership. Further, as a combined company, we will have even greater resources to make further investments and enhance our operating and distribution platforms.


In addition, our operating model is unique in that we maintain the investment autonomy of each of our investment teams, while providing best-in-class support through our scaled, centralized — but not standardized — business platform. This support is driven by the unique needs of each investment team and allows them to do what they do best every day, focusing on delivering exceptional investment results for clients. This approach is core to who we are and has enabled our investment teams to achieve excellent long-term investment performance, which can be seen in our quarterly public disclosures.


Our most recent acquisition and the reintroduction of the Pioneer Investments brand demonstrate our commitment to maintaining the investment autonomy of our investment teams and their processes. The Pioneer Investments Franchise has thrived under Victory Capital, maintaining or improving upon its strong investment performance. The Investment Franchise has also been net flow positive every quarter since the close of the transaction, accomplishing that by leveraging and enhancing our scaled, broad, global distribution engine.


Further, our Investment Franchises are compensated with a simple, noncomplex revenue sharing program. This provides them with a mechanism to participate meaningfully in the success of their platforms in a direct way that is transparent, success-based, paid in cash and uncapped. There are no corporate allocations to reduce the compensation of the investment professionals. As the Investment Franchise’s revenue grows, so does the compensation for the Investment Franchise, creating a win-win structure for all.


Our business platform to support Investment Franchises is scaled, best-in-class and run by professionals who are engaged and have meaningful roles in our organization. Our non-investment professionals spend their time either supporting the Investment Franchises or serving our clients. The environment they operate in is performance-driven and rewards success. Importantly, throughout our history, we have fostered a culture of ownership, in which our employees have meaningful ownership in our Company and our products. This aligns the interests of our Company, employees and clients.


We are in the human capital business and, as such, we value and appreciate our most important asset, our people. We employ “owners,” not employees. Accordingly, we strive to offer highly competitive compensation and comprehensive health, wellness and retirement benefits to our employees.


We also want our employees to own their contribution to Victory Capital’s success. In recognition of this mission, Victory Capital has established an equity awards program, in which most employees participate. As of December 31, 2025, a majority of our employees held equity in our Company. At year-end, our employees also have more than $350 million of their personal assets invested in Victory Capital investment products. This is important to us because our employees are our biggest and brightest asset, and the success of our Company relies on the quality and engagement of our people.


I remain committed to continuing to build a global investment management business with exceptional product diversification, distribution capabilities and talented professionals – one that is well-positioned to compete at scale against the largest asset managers in the world. Bringing our two organizations together represents a significant opportunity to do this on an accelerated timeline and for you to participate in the long-term success of the combined organization in a meaningful way.


We have urged the Special Committee of Janus Henderson to engage with us and discuss our superior offer to acquire Janus Henderson. Once they do, I look forward to meeting in person and discussing the future opportunities we have together as a combined company.


Very truly yours,


Victory Capital Holdings, Inc.

By: /s/ David C. Brown

David C. Brown

Chairman and Chief Executive Officer


About Victory Capital


Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $323.2 billion in total client assets, as of January 31, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.


Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.


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 limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for Victory Capital Holdings, Inc.’s (“Victory Capital”) future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital’s control and could cause Victory Capital’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. All statements, other than historical facts, including statements regarding the ultimate outcome of discussions between Victory Capital and Janus Henderson Group plc (“Janus Henderson”), including the possibilities that Victory Capital will not pursue a transaction with Janus Henderson or that Janus Henderson will reject a transaction with Victory Capital; the ability of the parties to complete a transaction when expected or at all; the risk that the conditions to the closing of any proposed transaction, including receipt of required regulatory approvals, client consents and approval of Victory Capital’s or Janus Henderson’s stockholders, are not satisfied in a timely manner or at all; potential litigation related to any proposed transaction; the risk that disruption from the proposed transaction adversely affects the respective businesses and operations of Victory Capital and Janus Henderson; the expected benefits of any proposed transaction, such as expected revenue, EBITDA, EBITDA margin, and/or synergies, efficiencies or cost savings; growth potential of Victory Capital, Janus Henderson or a potentially combined company; diversified product offerings and expanded distribution; market profile and financial strength, including near term and long-term value for shareholders, and opportunities for long-term growth and value creation; potential adverse reactions or changes to client and other business relationships resulting from the announcement, pendency or completion of the transaction; the ability to retain key employees; the competitive ability and position of Victory Capital, Janus Henderson or a potentially combined company; the ability to effectively and efficiently integrate the companies; future plans and investments; and any assumptions underlying any of the foregoing, are forward-looking statements. Factors that may affect the future results of Victory Capital are set forth in Victory Capital’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including Victory Capital’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in Victory Capital’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not exclusive and further information concerning Victory Capital and its business, including factors that potentially could materially affect Victory Capital’s business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Victory Capital files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, Victory Capital assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.


No Offer or Solicitation


This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


Additional Information and Where to Find It


This communication relates to a proposal which Victory Capital has made to the Special Committee of Janus Henderson’s Board of Directors for an acquisition of Janus Henderson. In furtherance of this proposal and subject to future developments, Victory Capital (and, if a negotiated transaction is agreed, Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Victory Capital and/or Janus Henderson may file with the SEC in connection with the proposed transactions.


INVESTORS AND SECURITY HOLDERS OF Victory Capital AND Janus Henderson ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT Victory Capital, Janus Henderson AND THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Victory Capital and/or Janus Henderson, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by Victory Capital free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Victory Capital (if and when available) will also be made available free of charge by accessing Victory Capital’s website at www.vcm.com.


Certain Information Regarding Participants


This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Victory Capital and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect any proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Victory Capital’s definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025 and certain of its Current Reports on Form 8-K. Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov and Victory Capital’s website at www.vcm.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260302668936/en/
Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com


Media:

Andy Brimmer / Richard M. Goldman / Maggie Carangelo

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

VictoryCapitalMedia@Joelefrank.com


OR


Jessica Davila

Director, Global Communications

210-694-9693

jessica_davila@vcm.com


Original: Victory Capital Chairman and CEO Pens Open Letter to Janus Henderson Employees

Victory Capital Affirms Fully Financed, Clearly Superior Proposal to Acquire Janus HendersonFebruary 26, 2026 7:05 AM
Business Wire
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 Combined Company


Proposal Exceeds Value of Trian’s Contemplated Transaction by ~16%


Victory Capital Urges Special Committee to Immediately Consider Fully Financed and Actionable Proposal to Maximize Value for All Shareholders


Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today sent another letter to the Special Committee of Janus Henderson Group plc’s (NYSE: JHG) (“Janus Henderson”) Board of Directors, delivering a fully financed, actionable proposal to acquire Janus Henderson on compelling terms that provide meaningfully higher value than the transaction currently contemplated with Trian Fund Management, L.P. and its affiliated funds (“Trian”).1


Under the terms of this “best-of-both-worlds” proposal, Janus Henderson shareholders would receive total consideration of $57.04 per share, consisting of $30.00 in cash and a fixed exchange ratio of 0.350 shares of Victory Capital common stock, based on Victory Capital’s closing stock price as of February 25, 2026. This proposal represents a 37% premium to Janus Henderson’s unaffected share price as of October 24, 2025 and an approximately 16% premium to Janus Henderson’s currently contemplated transaction with Trian.


Following the transaction, Janus Henderson shareholders are expected to own approximately 38% of the combined company, which would have a total enterprise value of approximately $16 billion.2 This would provide substantial potential upside as benefits from synergies and growth are realized, while also delivering significant upfront cash proceeds to Janus Henderson shareholders.


A combination between Victory Capital and Janus Henderson would build on Victory Capital’s highly successful track record of acquiring and integrating investment firms into its platform, creating a global investment management business with exceptional diversification and distribution capabilities that is better positioned to compete at scale against the largest asset managers in the world. Additionally, Victory Capital’s proposal provides stability for clients as it intends to retain investment professionals, preserve the Janus Henderson brand and minimize disruption.


Victory Capital strongly believes that its proposal constitutes a “Company Superior Proposal” under the Trian merger agreement due to its higher value and minimal execution risk. Victory Capital has materially improved non-price terms compared to the currently contemplated transaction with Trian, including no financing outs, full specific performance protection for Janus Henderson, a lower client consent closing condition, a lower termination fee, and no requirement for Janus Henderson to make a payment to Victory Capital if Janus Henderson shareholders do not approve the transaction with Victory Capital. Accordingly, Victory Capital believes that the Special Committee should determine that the proposal constitutes (or would reasonably be expected to result in) a “Company Superior Proposal” and engage with Victory Capital as permitted under the merger agreement with Trian.


David C. Brown, Chairman and CEO of Victory Capital, said, “We are confident that combining Victory Capital and Janus Henderson, two similarly sized, complementary organizations, would create a more competitive platform that would deliver superior value for shareholders, employees and clients alike. Our proposal is fully financed and provides Janus Henderson shareholders with meaningful long-term upside through ownership of a stronger, more competitive organization. We have a proven track record of successfully and thoughtfully integrating businesses, supporting investment firms, unlocking value through synergy realization, and growth, as recently demonstrated by our acquisition of Pioneer. We firmly believe Janus Henderson stakeholders would similarly benefit from the strategic alignment and long-term value creation enabled by bringing our two firms together, and are ready to move forward expeditiously toward a transaction.”


Victory Capital’s November and December 2025 proposals to Janus Henderson’s Special Committee clearly provided superior value to Janus Henderson shareholders. Despite being the only credible, unaffiliated bidder, Victory Capital was not granted any meaningful engagement or any access to information that would have allowed the Company to further refine its proposal before Janus Henderson moved forward with an insider proposal. Victory Capital’s review of Janus Henderson’s and Trian’s public filings released after the announcement of the currently contemplated transaction with Trian has only strengthened Victory Capital’s conviction that it is uniquely positioned to deliver greater value to Janus Henderson and its shareholders.


Mr. Brown continued, “Despite submitting multiple superior proposals and repeatedly attempting to engage with Janus Henderson prior to the signing of the Trian merger agreement, the Janus Henderson Special Committee declined any meaningful dialogue. The letter we sent to the Special Committee today should clear up any misperception concerning the strength of our proposal and ability to complete a transaction. We believe it is important that both the Special Committee and Janus Henderson investors have correct and complete information about our compelling and actionable proposal. We are confident that a thorough evaluation will demonstrate that our proposal represents a superior alternative with minimal execution risk, and we urge the Janus Henderson Special Committee to fulfill its fiduciary duties and act in the best interest of Janus Henderson shareholders by promptly engaging with us.”


PJT Partners is serving as financial advisor to Victory Capital and Willkie Farr & Gallagher LLP is serving as legal advisor.


The full text of the letter sent today to Janus Henderson’s Special Committee can be found below:


February 26, 2026


To: The Special Committee of the Board of Directors, Janus Henderson Group plc


We have long believed that a combination of Victory Capital Holdings, Inc. (“Victory”) and Janus Henderson Group plc (“Janus Henderson” or the “Company”) would be transformative for both companies. The combination brings together two industry leaders to create a scaled, more competitive asset manager with exceptional diversification and distribution capabilities. We firmly believe that Victory is the right partner for Janus Henderson, and that a transaction with Victory is undoubtedly the value maximizing path for Janus Henderson shareholders.


The actionable proposals we put forth on November 24, 2025, December 8, 2025, and December 22, 2025 were clearly superior to any alternative proposals available to Janus Henderson, including the Trian transaction that was announced on December 22, 2025. We provided higher, more compelling value with minimal execution risk and a “best-of-both-worlds” transaction structure, where Janus Henderson shareholders would receive majority upfront consideration in cash while retaining meaningful ownership to participate in significant long-term value creation from synergies and strategic alignment.


Notwithstanding the fact that we were the only credible, unaffiliated party that expressed interest and indicated a valuation range in excess of Trian’s proposal, we were denied the opportunity to engage in any meaningful dialogue and not provided access to any information to refine our proposal, prior to Janus Henderson entering into an agreement with Trian (a Company insider).


Having reviewed public filings that have been made available subsequent to the announcement of the Trian transaction – information that could easily have been furnished to us if you had chosen to engage – as well as observing industry developments in the interim, our conviction that we are uniquely positioned to deliver superior value for Janus Henderson and its shareholders has only strengthened.


As outlined below, we are proposing a higher day one value with no financing risk, opportunity for Janus Henderson shareholders to participate in meaningful upside, and materially improved terms with minimal execution risk.


Proposed Higher Value and “Best-of-Both-Worlds” Transaction Structure


Specifically, our proposal is:



Cash consideration of $30.00 per share



Fixed exchange ratio of 0.350 of a Victory share for each Janus Henderson share, reflecting $27.04 per Janus Henderson share and translating to 38% pro forma ownership in the combined company



This day one value of $57.04 is 16% higher than the currently contemplated transaction with Trian and at a 37% premium to the Company’s unaffected share price (as of 10/24/2025). We would also highlight that unlike the Trian offer, our proposal offers attractive premiums consistent with recently announced acquisitions in the industry, for example, the acquisition of Schroders by Nuveen.


In addition to material upfront consideration delivered in cash, our proposal provides Janus Henderson shareholders significant ownership stake in the pro forma company, allowing them to participate in significant upside as markets recognize the value of the combination. As benefits around synergies and growth are realized and the Victory trading multiple appropriately reflects the pro forma company’s future prospects, Janus Henderson shareholders will share in the meaningful long-term value creation.


Fully Financed Offer with No Financing Risk


We intend to fund the transaction with cash on hand and committed financing. As previously stated, our offer is not subject to any financing conditions. We have attached a customary commitment letter from each of our debt financing sources, consisting of two of the most reputable global investment banks. We will have sufficient committed capital to consummate the proposed acquisition.


Pro forma for the combination, Victory’s gross leverage will be 3.5x 2025 EBITDA, excluding synergies and 2.6x 2025 EBITDA, including synergies. Based on our review of publicly available information regarding the Trian transaction, we believe our proposed transaction represents lower pro forma leverage versus the currently contemplated transaction (4.6x gross debt, including preferred equity, to 2025 EBITDA).


Under the contemplated transaction with Trian’s acquisition vehicle, Trian’s sole obligation in the case of a debt financing failure (or a preferred equity financing failure) is to have the vehicle’s various equity investors pay Janus Henderson a $222.85m “reverse” termination fee (3% of equity value as compared to a more customary 5-6%); Trian cannot be compelled to close in that situation. Our proposal, in contrast, has no financing outs and provides Janus Henderson with a full specific performance remedy if there were a failure in Victory’s financing.


Setting up the Company for Success


Victory believes that success in asset management relies on the quality and engagement of its people. Victory anticipates retaining substantially all Janus Henderson investment professionals, as we have done in substantially all our prior acquisitions. Our past acquisitions also stand testimony to the fact that once businesses are brought onto the Victory platform, client experience and investment performance have not been disrupted. In our recent acquisition of Pioneer, performance of the platform, which was strong, has further improved under our ownership. Pioneer has also continued to experience organic growth and is net flow positive since the transaction closed, demonstrating our commitment to maintaining excellence of investment teams and processes. More broadly, as a firm, Victory has achieved excellent investment performance, evident in our recent earnings reports.


In light of Victory’s successful long-term acquisition track record and plans to retain investment professionals, we do not believe that there is any meaningful risk of key employee attrition from our transaction. Further, we believe our revenue share-based compensation structure for investment professionals is highly attractive and a significant opportunity for investment professionals to participate in the success of the platform.


Following the combination, we also envision retaining key non-investment Janus Henderson employees for meaningful leadership roles. We also intend to retain the brand.


Anticipated Meaningful Synergies and Value Creation


A combination would result in considerable synergies and significant value creation for both companies’ shareholders. Our preliminary estimated cost synergies of $500m are driven primarily by efficiencies in the middle and back office, operational and administrative infrastructure, vendor consolidation and duplication, and leveraging the economies of scale of the combined platform. Sources of synergies identified here are similar to those in Victory’s past acquisitions and are not likely to cause client concerns.


Our stellar track record for realizing synergies speaks for itself. In all past transactions, we have not only delivered on meaningful cost synergies but often exceeded what we initially planned. We have also realized meaningful revenue synergies in our previous acquisitions, which have resulted in material upside for shareholders.


The public market has validated our success:



Victory’s share price increased ~120% in the year following the USAA Asset Management announcement and over 800% to-date.



Victory’s share price has increased ~80% following the announcement of the Pioneer Memorandum of Understanding.



Victory is the best performing traditional asset manager since its IPO, with a TSR of ~600%.



Moreover, since our MBO in 2013, the TSR is over 2,000%.



Since Trian initially disclosed its investment in Janus Henderson in October 2020, Victory has outperformed Janus Henderson in excess of 200% TSR for its shareholders.



Minimal Disruption and Client Consent Risk


A combination of both firms lays the strategic foundation for the creation of a diversified global investment management business that is better positioned to compete at scale against the largest asset managers in the world. The combined platform will offer stability and participation in potential long-term value creation for shareholders and employees – key tenets that are absent in a transaction with a financial buyer such as Trian.


Multiple changes of ownership driven by monetization goals of a financial buyer create uncertainty for clients and employees that will be avoided with Janus Henderson’s inclusion within the Victory platform. As highlighted above, Victory plans to retain and support key investment professionals and minimize any impact on the investment process.


We also have substantial experience in successfully executing acquisitions requiring client consent. Our Pioneer and USAA Asset Management transactions were acquisitions of asset managers with large mutual fund complexes, and we successfully obtained the required mutual fund consents. With this combination of a successful history of obtaining mutual fund consents and our retaining Janus Henderson investment professionals, we believe that our proposal poses no client concerns. To demonstrate our conviction that our proposal raises no client consent concerns, we will reduce the client closing condition in the merger agreement from the 80% standard in the Trian agreement to 75%. This change provides Janus Henderson with meaningfully more closing certainty than the Trian transaction. From our review of the preliminary proxy statement, we note that the 75% threshold is what the Special Committee had sought from Trian.


Expeditious Due Diligence Timeline


We expect to conduct confirmatory financial, legal, operational and business due diligence.


Even though we were given no opportunities to conduct due diligence to-date or engage with Company management, we expect to complete our diligence expeditiously and be in a position to enter into a merger agreement shortly thereafter, provided the requisite access to information and Janus Henderson management is provided in a timely manner.


No Trian Voting Agreement Required


Consistent with our proposals on December 8, 2025 and December 22, 2025, we reaffirm that we do not require a voting agreement from Trian to consummate a transaction. With the compelling and superior proposal we are presenting, we are confident that Janus Henderson shareholders will overwhelmingly vote in favor of our transaction and satisfy the two-thirds voting standard for approving a merger under Jersey law. The specter of a 20% conflicted shareholder should not prevent the board of directors and the Special Committee from acting to provide all Janus Henderson shareholders with the opportunity to receive the benefits of a far superior transaction.


Our proposal will require a vote of our shareholders to approve the contemplated issuance of shares in the transaction as required under Nasdaq rules. Given the anticipated strength of the combined company, we are confident that our shareholders will approve the issuance of shares just as they overwhelmingly approved our share issuance in our 2025 acquisition of Pioneer.


Improvements to Trian Merger Agreement


The merger agreement for our proposal will be substantially the same as the Trian agreement but will reflect the increase in the purchase price and the stock consideration and reflect the following changes that materially increase deal certainty compared to the Trian deal.


In our merger agreement, we will:



Decrease the threshold in the client consent condition from the 80% in the Trian agreement to 75%.



Eliminate the unusual provision in the Trian agreement requiring Janus Henderson to pay the buyer $111.42m in expense reimbursements (a highly off-market 1.5% of equity value) if Janus Henderson shareholders fail to approve the merger. In our merger agreement, Janus Henderson would not be required to make a payment to us if Janus Henderson shareholders do not approve our transaction.



Reduce the termination fee from the 4% in the Trian agreement to the 3% that the Special Committee sought from Trian.



Provide Janus Henderson with full recourse against Victory if there were a financing failure as opposed to Janus Henderson’s sole remedy of a $222.85m reverse termination fee payable by the equity investors in the Trian acquisition vehicle.



No Adjustment to Proposal as a Result of 4% Termination Fee Payable to Trian Acquisition Vehicle


When the Janus Henderson board terminates the Trian merger agreement to accept our superior proposal, a $297.13m termination fee (4% of equity value) will be due to Trian, a Company insider, under the agreed terms of the Trian merger agreement. This leakage of value to an inside shareholder is unfortunate and could have been avoided had the Special Committee engaged with us prior to signing the merger agreement with Trian. Nonetheless, we have not reduced the value of our proposal, and our $57 per share proposal takes into account that this fee is payable to the Trian acquisition vehicle.


Our Proposed Transaction is a Superior Proposal


For the reasons stated in this letter, we believe that our proposed transaction is a superior proposal to Janus Henderson shareholders compared to the Trian transaction. Consistent with your fiduciary duties as directors and the terms of the Trian merger agreement, we believe your board of directors (acting on the recommendation of the Special Committee) should determine that this proposal constitutes (or would reasonably be expected to result in) a “Company Superior Proposal” (as defined in the Trian merger agreement) and engage in negotiations and discussions with us regarding this proposal and furnish us with information relating to the Company. We are prepared to enter into a confidentiality agreement with the Company in the form contemplated by the Trian merger agreement.


Closing Remarks; Next Steps


We have tremendous respect for Janus Henderson’s global franchise, leadership team, and brand and continue to remain very excited about this opportunity. We hope that this letter clears up any apparent misperceptions concerning the strength of our proposal and ability to complete a transaction. We, and our financial advisor PJT Partners, stand prepared to answer any further questions relating to our proposal.


We urge the Special Committee to fulfill its fiduciary duties and act in the best interest of Janus Henderson shareholders. Even though we were denied the opportunity to engage previously, the Special Committee can and must now discharge those duties by promptly beginning negotiations with us to deliver superior value to Janus Henderson shareholders.


We look forward to discussions with you and your advisors.


Given the market speculation that Victory is “Party A” referred to in your proxy materials and our belief that it is in the best interests of your and our shareholders to have current and complete information about our proposal and the reasons we believe that it is a compelling and actionable opportunity, we plan to make this letter publicly available concurrently with this submission to you.


This Proposal is solely an indication of interest, and does not constitute an offer, or the solicitation for an offer, or any commitment on our part to submit a definitive proposal at any time in the future or to proceed with any potential transaction. No obligations will be imposed on any person unless and until a written merger agreement that is mutually acceptable is entered into with respect to a transaction.


Very truly yours,


Victory Capital Holdings, Inc.


By: /s/ David C. Brown


David C. Brown


Chairman and Chief Executive Officer


About Victory Capital


Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $323.2 billion in total client assets, as of January 31, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.


Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.


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 limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for Victory Capital Holdings, Inc.’s (“Victory Capital”) future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital’s control and could cause Victory Capital’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. All statements, other than historical facts, including statements regarding the ultimate outcome of discussions between Victory Capital and Janus Henderson Group plc (“Janus Henderson”), including the possibilities that Victory Capital will not pursue a transaction with Janus Henderson or that Janus Henderson will reject a transaction with Victory Capital; the ability of the parties to complete a transaction when expected or at all; the risk that the conditions to the closing of any proposed transaction, including receipt of required regulatory approvals, client consents and approval of Victory Capital’s or Janus Henderson’s stockholders, are not satisfied in a timely manner or at all; potential litigation related to any proposed transaction; the risk that disruption from the proposed transaction adversely affects the respective businesses and operations of Victory Capital and Janus Henderson; the expected benefits of any proposed transaction, such as expected revenue, EBITDA, EBITDA margin, and/or synergies, efficiencies or cost savings; growth potential of Victory Capital, Janus Henderson or a potentially combined company; diversified product offerings and expanded distribution; market profile and financial strength, including near term and long-term value for shareholders, and opportunities for long-term growth and value creation; potential adverse reactions or changes to client and other business relationships resulting from the announcement, pendency or completion of the transaction; the ability to retain key employees; the competitive ability and position of Victory Capital, Janus Henderson or a potentially combined company; the ability to effectively and efficiently integrate the companies; future plans and investments; and any assumptions underlying any of the foregoing, are forward-looking statements. Factors that may affect the future results of Victory Capital are set forth in Victory Capital’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including Victory Capital’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in Victory Capital’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not exclusive and further information concerning Victory Capital and its business, including factors that potentially could materially affect Victory Capital’s business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Victory Capital files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, Victory Capital assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.


No Offer or Solicitation


This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


Additional Information and Where to Find It


This communication relates to a proposal which Victory Capital has made to the Special Committee of Janus Henderson’s Board of Directors for an acquisition of Janus Henderson. In furtherance of this proposal and subject to future developments, Victory Capital (and, if a negotiated transaction is agreed, Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Victory Capital and/or Janus Henderson may file with the SEC in connection with the proposed transactions.


INVESTORS AND SECURITY HOLDERS OF Victory Capital AND Janus Henderson ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT Victory Capital, Janus Henderson AND THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Victory Capital and/or Janus Henderson, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by Victory Capital free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Victory Capital (if and when available) will also be made available free of charge by accessing Victory Capital’s website at www.vcm.com.


Certain Information Regarding Participants


This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Victory Capital and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect any proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Victory Capital’s definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025 and certain of its Current Reports on Form 8-K. Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov and Victory Capital’s website at www.vcm.com.


1 Victory Capital sent three previous letters to the Janus Henderson Special Committee in November and December 2025 prior to the public announcement of the Trian merger agreement. Copies of those letters are exhibits to the Form 8-K filed by Victory Capital today with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s website at www.sec.gov.

2 According to FactSet values as of close of business on February 25, 2026.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260226157030/en/
Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com
Media:

Andy Brimmer / Richard M. Goldman / Maggie Carangelo

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

VictoryCapitalMedia@Joelefrank.com
Jessica Davila

Director, Global Communications

210-694-9693

jessica_davila@vcm.com


Original: Victory Capital Affirms Fully Financed, Clearly Superior Proposal to Acquire Janus Henderson

Victory Capital Reports January 2026 Total Client AssetsFebruary 11, 2026 4:30 PM
Business Wire
Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $320.2 billion, Other Assets of $3.0 billion, and Total Client Assets of $323.2 billion, as of January 31, 2026.


For the month of January, Average Total AUM was $318.3 billion, average Other Assets was $2.9 billion, and average Total Client Assets was $321.2 billion.




Victory Capital Holdings, Inc.








Total Client Assets (unaudited; in millions) 1








 









As of:








By Asset Class






Jan. 31, 2026






 






Dec. 31, 2025








Solutions






$






94,075






 






$






91,228








Fixed Income






 






80,429






 






 






80,544








U.S. Mid Cap Equity






 






30,863






 






 






29,993








U.S. Small Cap Equity






 






11,416






 






 






11,179








U.S. Large Cap Equity






 






64,340






 






 






63,380








Global / Non-U.S. Equity






 






32,441






 






 






30,680








Alternative Investments






 






2,868






 






 






3,038








Total Long-Term Assets






$






316,432






 






$






310,042








Money Market / Short Term Assets






 






3,773






 






 






3,733








Total Assets Under Management2






$






320,205






 






$






313,775








 






 






 






 






 






 








By Vehicle






 






 






 






 






 








Mutual Funds3






$






175,017






 






$






172,203








Separate Accounts and Other Pooled Vehicles4






 






129,213






 






 






126,523








ETFs5






 






15,976






 






 






15,049








Total Assets Under Management2






$






320,205






 






$






313,775









Other Assets6






 






 






 






 






 








Institutional






$






2,976






 






$






2,846








Total Other Assets






$






2,976






 






$






2,846








 






 






 






 






 






 








Total Client Assets






 






 






 






 






 








Total Assets Under Management






$






320,205






 






$






313,775








Total Other Assets






 






2,976






 






 






2,846








Total Client Assets






$






323,181






 






$






316,621









 






 






 






 






 








By Region






 






 






 






 






 








U.S.






$






266,847






 






$






261,821








Non-U.S.






 






56,334






 






 






54,799








Total Client Assets






$






323,181






 






$






316,621









1Due to rounding, numbers presented in these tables may not add up precisely to the totals provided.








2Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes Other Assets.








3Includes institutional and retail share classes, money market and VIP funds.








4Includes wrap program accounts, CITs, UMAs, UCITS, private funds, and non-U.S. domiciled pooled vehicles.








5Represents only ETF assets held by third parties and excludes ETF assets held by other Victory Capital products.








6Includes low-fee (2 to 4 bps) institutional assets. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1.







About Victory Capital


Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $323.2 billion in total client assets, as of January 31, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.


Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260211061752/en/
Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com


Media:

Jessica Davila

Director of Global Communications

210-694-9693

Jessica_davila@vcm.com


Original: Victory Capital Reports January 2026 Total Client Assets

Victory Capital Reports Record Fourth-Quarter ResultsFebruary 4, 2026 4:29 PM
Business Wire
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 $1.78



Board authorizes regular quarterly cash dividend of $0.49



Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported record financial results for the quarter and year ended December 31, 2025.


“We ended 2025 with positive momentum and in a position of strength, achieving record quarterly and annual levels of gross flows, revenue, and earnings,” said David Brown, Chairman and Chief Executive Officer. “In early 2026, we achieved record high AUM and are well positioned to execute on all our growth strategies.


“Our investment performance remains excellent and improved during the fourth quarter. The percentage of our AUM outperforming benchmarks over the respective 1-, 3-, 5-, and 10-year periods ended December 31, was 63%, 63%, 68%, and 78%. In addition, 65% of our rated AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar.


“The integration of Pioneer Investments is substantially complete, with $97 million of net expense synergies having been achieved by year end. The remaining $13 million of net expense synergies are on track to be completed during 2026.


“Meaningful progress continues across key growth drivers, including achieving positive net flows from our international distribution channel, our VictoryShares ETF platform, and multiple Investment Franchises. This momentum is supported by the launching of new products and vehicles, the continued ramp-up of our international sales capabilities, our enlarged US salesforce, and investments we are making into our key distribution partners.


“Capital returned to shareholders during 2025 reached a record $366 million. In the fourth quarter, we repurchased more than 800,000 shares of VCTR common stock and, combined with dividends, returned a total of $93 million to shareholders.


“As our top capital deployment priority, we remain very active and disciplined in pursuing strategic acquisitions, and we also intend to continue with our meaningful share repurchases.


“As always, we continue to focus on serving our clients, which is our top priority.”


The table below presents AUM, and certain GAAP and non-GAAP (“adjusted”) financial results. Due to rounding, AUM values and other amounts in this press release may not add up precisely to the totals provided.




(in millions except per share amounts or as otherwise noted)








 










For the Three Months Ended






 






For the Year Ended










December 31,






 






September 30,






 






December 31,






 






December 31,






 






December 31,










2025






 






2025






 






2024






 






2025






 






2024







Assets Under Management1

















Ending

$

313,775






 






$

310,644






 






$

171,930






 






$

313,775






 






$

171,930






 







Average



312,873






 








303,584






 








175,741






 








268,806






 








169,658






 






















 


AUM Long-term Flows2

















Long-term Gross

$

17,127






 






$

16,962






 






$

6,615






 






$

58,821






 






$

25,255






 







Long-term Net



(2,089






)








(244






)








(1,729






)








(4,198






)








(7,090






)






















 


AUM Money Market/Short-term Flows

















Money Market / Short-term Gross

$

345






 






$

334






 






$

178






 






$

1,164






 






$

912






 







Money Market / Short-term Net



(22






)








(48






)








(140






)








(258






)








(287






)






















 


AUM Total Flows

















Total Gross

$

17,472






 






$

17,296






 






$

6,793






 






$

59,985






 






$

26,167






 







Total Net



(2,111






)








(292






)








(1,870






)








(4,456






)








(7,377






)






















 


Consolidated Financial Results (GAAP)

















Revenue

$

374.1






 






$

361.2






 






$

232.4






 






$

1,306.1






 






$

893.5






 







AUM revenue realization (in bps)



47.4






 








47.2






 








52.5






 








48.6






 








52.6






 







Operating expenses



220.9






 








223.1






 








120.6






 








827.7






 








466.0






 







Income from operations



153.2






 








138.1






 








111.7






 








478.4






 








427.5






 







Operating margin



40.9






%








38.2






%








48.1






%








36.6






%








47.8






%







Net income



112.8






 








96.5






 








76.9






 








330.1






 








288.9






 







Earnings per diluted share

$

1.32






 






$

1.11






 






$

1.17






 






$

4.08






 






$

4.38






 







Cash flow from operations



145.1






 








165.2






 








91.8






 








385.5






 








340.0






 






















 


Adjusted Performance Results (Non-GAAP)3

















Adjusted EBITDA

$

197.5






 






$

190.5






 






$

125.5






 






$

682.9






 






$

475.6






 







Adjusted EBITDA margin



52.8






%








52.7






%








54.0






%








52.3






%








53.2






%







Adjusted net income



141.3






 








130.9






 








85.0






 








472.6






 








312.9






 







Tax benefit of goodwill and acquired intangible assets



10.5






 








10.5






 








10.1






 








41.4






 








40.2






 







Adjusted net income with tax benefit



151.7






 








141.3






 








95.1






 








513.9






 








353.1






 







Adjusted net income with tax benefit per diluted share4

$

1.78






 






$

1.63






 






$

1.45






 






$

6.38






 






$

5.36






 











1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.








2 Long-term AUM is defined as total AUM excluding Money Market and Short-term assets.








3 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure.








4 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock for the quarterly periods ended September 30, 2025 and December 31, 2025 and the year ended December 31, 2025.







AUM, Flows and Investment Performance


At December 31, 2025, Victory Capital had total client assets of $316.6 billion, assets under management of $313.8 billion, and other assets of $2.8 billion. Total AUM increased by $3.2 billion to $313.8 billion at December 31, 2025, compared with $310.6 billion at September 30, 2025. The increase was due to positive market action of $6.2 billion partially offset by net outflows of $2.1 billion. Total gross flows for the fourth quarter were $17.5 billion, including long-term gross flows of $17.1 billion.


As of December 31, 2025, Victory Capital offered 187 investment strategies through its multiple autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of December 31, 2025.



Percentage of AUM Outperforming Benchmark


Trailing

Trailing

Trailing

Trailing


1-Year

3-Years

5-Years

10-Years



63%







63%







68%







78%







Fourth Quarter 2025 Compared with Third Quarter 2025


On April 1, 2025, the Company completed the acquisition of Amundi US and reintroduced the brand Pioneer Investments ("Pioneer" or "Pioneer Investments") for the acquired business and investment products. Sequential results reflect the acquisition. Revenue increased 3.6% to $374.1 million in the fourth quarter, compared with $361.2 million in the third quarter, primarily due to higher average AUM over the comparable period. GAAP operating margin expanded 270 basis points in the fourth quarter to 40.9%, up from 38.2% in the third quarter primarily due to a $5.9 million decrease in restructuring and integration related costs partially offset by a $4.0 million increase in compensation related expenses. Fourth quarter GAAP net income increased 16.9% to $112.8 million, or $1.32 per diluted share, up from $96.5 million, or $1.11 per diluted share, in the prior quarter.


Adjusted net income with tax benefit increased 7.4% to $151.7 million, or $1.78 per diluted share in the fourth quarter, up from $141.3 million, or $1.63 per diluted share, in the third quarter. Adjusted EBITDA increased 3.7% to $197.5 million in the fourth quarter, versus $190.5 million in the third quarter. Adjusted EBITDA margin expanded 10 basis points in the fourth quarter of 2025 to 52.8% compared with 52.7% in the prior quarter.


Fourth Quarter 2025 Compared with Fourth Quarter 2024


Current year results reflect the acquisition of Amundi US, which closed on April 1, 2025. Revenue for the three months ended December 31, 2025, increased 61.0% to $374.1 million, compared with $232.4 million in the same quarter of 2024 as a result of higher average AUM over the comparable period. Operating expenses increased 83.2% to $220.9 million, compared with $120.6 million in last year’s fourth quarter reflecting variable operating expenses that rose as a result of higher average AUM and an expanded business and restructuring and integration costs related to the acquisition of Amundi US. GAAP operating margin contracted 720 basis points to 40.9% in the fourth quarter, from 48.1% in the same quarter of 2024. GAAP net income increased 46.6% to $112.8 million, or $1.32 per diluted share, in the fourth quarter compared with $76.9 million, or $1.17 per diluted share, in the same quarter of 2024.


Adjusted net income with tax benefit increased 59.5% to $151.7 million, or $1.78 per diluted share, in the fourth quarter, compared with $95.1 million, or $1.45 per diluted share in the same quarter last year. Adjusted EBITDA increased 57.4% to $197.5 million, compared with $125.5 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin contracted 120 basis points to 52.8% in the fourth quarter of 2025, compared with 54.0% in the same quarter last year.


Year Ended December 31, 2025 Compared with Year Ended December 31, 2024


Current year results reflect the acquisition of Amundi US, which closed on April 1, 2025. Revenue for the year ended December 31, 2025, increased 46.2% to $1.3 billion, compared with $893.5 million in the same period of 2024. The increase was primarily due to higher average AUM.


Operating expenses increased 77.6% to $827.7 million for the year ended December 31, 2025, compared with $466.0 million in the same period in 2024, due to higher variable operating expenses as a result of the higher average AUM, an increase in acquisition-related costs, and an increase in restructuring and integration costs related to the acquisition of Amundi US. GAAP operating margin was 36.6% for the year ended December 31, 2025, a 1,120 basis point contraction from the 47.8% recorded in the same period in 2024. GAAP net income increased 14.3% to $330.1 million, or $4.08 per diluted share, in 2025 compared with $288.9 million, or $4.38 per diluted share, in 2024.


Adjusted net income with tax benefit increased 45.6% to $513.9 million for the year ended December 31, 2025, up from $353.1 million in 2024. On a per-share basis, adjusted net income with tax benefit increased 19.0% to $6.38 per diluted share for the year ended December 31, 2025 compared to $5.36 per diluted share in 2024. For the year ended December 31, 2025, adjusted EBITDA increased 43.6% to $682.9 million, compared with $475.6 million for the same period in 2024. Year-over-year, adjusted EBITDA margin contracted 90 basis points to 52.3% for the year ended December 31, 2025, compared with 53.2% in the previous year.


Balance Sheet / Capital Management


The total debt outstanding as of December 31, 2025 was approximately $983 million.


The Company’s Board of Directors approved a regular quarterly cash dividend of $0.49 per share. The dividend is payable on March 25, 2026, to shareholders of record on March 10, 2026.


Conference Call, Webcast and Slide Presentation


The Company will host a conference call tomorrow morning, February 5, at 8:00 a.m. ET to discuss the results. Analysts and investors may participate in the question-and-answer session. To participate in the conference call, please call 1-800-715-9871 (domestic) or 1-646-307-1963 (international), shortly before 8:00 a.m. ET and reference the Victory Capital Conference Call. A live, listen-only webcast will also be available via the investor relations section of the Company’s website at https://ir.vcm.com. Prior to the call, a supplemental slide presentation that will be used during the conference call will be available on the Events and Presentations page of the Company’s investor relations website. For anyone who is unable to join the live event, an archive of the webcast will be available for replay shortly after the call concludes.


About Victory Capital


Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $316.6 billion in total client assets, as of December 31, 2025. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.


Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.


FORWARD-LOOKING STATEMENTS


This document may contain forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the outlook for Victory Capital’s future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital's control and could cause Victory Capital's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward looking statements.


Although it is not possible to identify all of these risks and factors, they include, among others, the following: reductions in the assets under management (“AUM”) based on investment performance, client withdrawals, difficult market conditions and other factors such as the ongoing conflicts and potential military conflicts in Ukraine, Venezuela, China/Taiwan, and/or the Middle East, a pandemic, tariffs or trade restrictions; the nature of the Company’s contracts and investment advisory agreements; the Company's ability to maintain historical returns and sustain our historical growth; the Company's dependence on third parties to market our strategies and provide products or services for the operation of our business; the Company's ability to retain key investment professionals or members of our senior management team; the Company's reliance on the technology systems supporting our operations; the Company's ability to successfully acquire and integrate new companies; risks associated with expected benefits of the Amundi US transaction and the related impact on the Company’s business; the concentration of the Company’s investments in long only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; the Company's efforts to establish and develop new teams and strategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company's ability to limit employee misconduct; the Company's ability to meet the guidelines set by our clients; the Company's exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company's ability to implement effective information and cyber security policies, procedures and capabilities; the Company's substantial indebtedness; the potential impairment of the Company’s goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to the Company’s ETF platform; the Company's determination that we are not required to register as an “investment company” under the Investment Company Act of 1940; the fluctuation of the Company’s expenses; the Company's ability to respond to recent trends in the investment management industry; the level of regulation on investment management firms and the Company’s ability to respond to regulatory developments; the competitiveness of the investment management industry; and other risks and factors included, but not limited to, those listed under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, which is accessible on the SEC’s website at www.sec.gov.


In light of these risks, uncertainties and other factors, the forward-looking statements contained in this press release might not prove to be accurate. All forward-looking statements speak only as of the date made and Victory Capital undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.




Victory Capital Holdings, Inc. and Subsidiaries








Unaudited Consolidated Statements of Operations








(in thousands except per share data and percentages)








 








 






 






For the Three Months Ended






 






For the Year Ended








 






 






December 31,






 






September 30,






 






December 31,






 






December 31,






 






December 31,








 






 






2025






 






2025






 






2024






 






2025






 






2024







Revenue

















Investment management fees

$

301,353






 






$

288,509






 






$

183,826






 






$

1,045,469






 






$

704,583






 







Fund administration and distribution fees



72,769






 








72,686






 








48,545






 








260,662






 








188,894






 







Total revenue



374,122






 








361,195






 








232,371






 








1,306,131






 








893,477






 






















 


Expenses

















Personnel compensation and benefits



100,954






 








96,983






 








58,857






 








362,991






 








217,214






 







Distribution and other asset-based expenses



68,315






 








66,160






 








36,924






 








231,991






 








146,489






 







General and administrative



22,147






 








23,463






 








14,268






 








83,319






 








56,694






 







Depreciation and amortization



21,593






 








22,032






 








7,514






 








72,851






 








30,176






 







Change in value of consideration payable for acquisition of business



3,064






 








3,841






 








294






 








11,403






 








2,694






 







Acquisition-related costs



570






 








379






 








2,135






 








35,479






 








11,285






 







Restructuring and integration costs



4,304






 








10,211






 








634






 








29,674






 








1,411






 







Total operating expenses



220,947






 








223,069






 








120,626






 








827,708






 








465,963






 






















 


Income from operations



153,175






 








138,126






 








111,745






 








478,423






 








427,514






 







Operating margin



40.9






%








38.2






%








48.1






%








36.6






%








47.8






%






















 


Other income (expense)

















Interest income and other income (expense)



3,713






 








4,875






 








1,768






 








15,298






 








10,441






 







Interest expense and other financing costs



(15,229






)








(13,113






)








(14,657






)








(54,787






)








(63,836






)







Loss on debt extinguishment



—






 








(614






)








(263






)








(614






)








(363






)







Total other expense, net



(11,516






)








(8,852






)








(13,152






)








(40,103






)








(53,758






)






















 


Income before income taxes



141,659






 








129,274






 








98,593






 








438,320






 








373,756






 






















 


Income tax expense



(28,847






)








(32,733






)








(21,654






)








(108,258






)








(84,892






)






















 


Net income

$

112,812






 






$

96,541






 






$

76,939






 






$

330,062






 






$

288,864






 







Preferred stock dividends



(9,769






)








(9,696






)








—






 








(29,138






)








—






 







Income attributable to Preferred stockholders



(16,848






)








(12,528






)








—






 








(30,773






)








—






 







Net income attributable to common shareholders

$

86,195






 






$

74,317






 






$

76,939






 






$

270,151






 






$

288,864






 






















 


Earnings per share of common stock

















Basic

$

1.33






 






$

1.12






 






$

1.19






 






$

4.13






 






$

4.47






 







Diluted



1.32






 








1.11






 








1.17






 








4.08






 








4.38






 






















 


Weighted average number of shares outstanding

















Basic



64,584






 








66,206






 








64,428






 








65,439






 








64,607






 







Diluted



65,329






 








66,964






 








65,519






 








66,376






 








65,928






 






















 


Dividends declared per share

$

0.49






 






$

0.49






 






$

0.44






 






$

1.94






 






$

1.555






 






















 




Victory Capital Holdings, Inc. and Subsidiaries








Reconciliation of GAAP to Non-GAAP Measures1








(unaudited; in thousands except per share data and percentages)








 








 






 






For the Three Months Ended






 






For the Year Ended








 






 






December 31,






 






September 30,






 






December 31,






 






December 31,






 






December 31,








 






 






2025






 






2025






 






2024






 






2025






 






2024







Net income (GAAP)

$

112,812






 






$

96,541






 






$

76,939






 






$

330,062






 






$

288,864






 







Income tax expense



(28,847






)








(32,733






)








(21,654






)








(108,258






)








(84,892






)







Income before income taxes

$

141,659






 






$

129,274






 






$

98,593






 






$

438,320






 






$

373,756






 







Interest expense



15,367






 








12,136






 








13,971






 








52,224






 








60,799






 







Depreciation



2,519






 








3,295






 








2,228






 








11,218






 








8,959






 







Other business taxes



1,101






 








637






 








376






 








3,353






 








1,525






 







Amortization of acquisition-related intangible assets



19,074






 








18,737






 








5,286






 








61,633






 








21,217






 







Stock-based compensation



2,143






 








2,022






 








1,007






 








7,325






 








4,246






 







Acquisition, restructuring and exit costs



15,439






 








21,400






 








3,063






 








104,150






 








1,735






 







Debt issuance costs



174






 








2,950






 








981






 








4,628






 








3,385






 







Adjusted EBITDA

$

197,476






 






$

190,451






 






$

125,505






 






$

682,851






 






$

475,622






 







Adjusted EBITDA margin



52.8






%








52.7






%








54.0






%








52.3






%








53.2






%






















 

















 


Net income (GAAP)

$

112,812






 






$

96,541






 






$

76,939






 






$

330,062






 






$

288,864






 







Adjustment to reflect the operating performance of the Company

















Other business taxes



1,101






 








637






 








376






 








3,353






 








1,525






 







Amortization of acquisition-related intangible assets



19,074






 








18,737






 








5,286






 








61,633






 








21,217






 







Stock-based compensation



2,143






 








2,022






 








1,007






 








7,325






 








4,246






 







Acquisition, restructuring and exit costs



15,439






 








21,400






 








3,063






 








104,150






 








1,735






 







Debt issuance costs



174






 








2,950






 








981






 








4,628






 








3,385






 







Tax effect of above adjustments



(9,482






)








(11,437






)








(2,679






)








(38,576






)








(8,028






)







Adjusted net income

$

141,261






 






$

130,850






 






$

84,973






 






$

472,575






 






$

312,944






 






















 


Adjusted net income per diluted share2

$

1.66






 






$

1.51






 






$

1.30






 






$

5.87






 






$

4.75






 






















 


Weighted average number of shares outstanding - diluted (GAAP)



65,329






 








66,964






 








65,519






 








66,376






 








65,928






 







Weighted average number of shares outstanding - diluted (Non-GAAP)2



85,219






 








86,751






 








65,519






 








80,524






 








65,928






 






















 


Tax benefit of goodwill and acquired intangible assets

$

10,487






 






$

10,487






 






$

10,141






 






$

41,370






 






$

40,171






 







Tax benefit of goodwill and acquired intangible assets per diluted share2

$

0.12






 






$

0.12






 






$

0.15






 






$

0.51






 






$

0.61






 






















 


Adjusted net income with tax benefit

$

151,748






 






$

141,337






 






$

95,114






 






$

513,945






 






$

353,115






 







Adjusted net income with tax benefit per diluted share2

$

1.78






 






$

1.63






 






$

1.45






 






$

6.38






 






$

5.36






 








 








1 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure.








2 The Company includes participating securities in its computation of adjusted earnings per diluted share, including shares of series A Non-Voting Convertible Preferred stock for the quarterly periods ended September 30, 2025 and December 31, 2025 and the year ended December 31, 2025.












Victory Capital Holdings, Inc. and Subsidiaries








Unaudited Consolidated Balance Sheets








(In thousands, except for shares and per share amounts)








 








 






 






December 31,

2025






 






December 31,

2024







Assets








Cash and cash equivalents

$

163,690






 






$

126,731






 







Investment management fees receivable



150,512






 








83,307






 







Fund administration and distribution fees receivable



25,861






 








16,014






 







Other receivables



4,768






 








1,346






 







Prepaid expenses



16,071






 








8,634






 







Investments in proprietary funds, at fair value



636






 








605






 







Deferred compensation plan investments, at fair value



98,758






 








34,608






 







Property and equipment, net



23,833






 








11,874






 







Goodwill



1,235,940






 








981,805






 







Other intangible assets, net



2,477,617






 








1,260,614






 







Other assets



50,164






 








22,053






 







Total assets

$

4,247,850






 






$

2,547,591






 













 


Liabilities and stockholders' equity








Accounts payable and accrued expenses

$

72,387






 






$

57,951






 







Accrued compensation and benefits



86,355






 








51,648






 







Consideration payable for acquisition of business



87,564






 








139,894






 







Deferred compensation plan liability



80,636






 








34,608






 







Deferred tax liability, net



479,792






 








157,120






 







Other liabilities



46,373






 








20,871






 







Long-term debt(1)



970,014






 








963,862






 







Total liabilities



1,823,121






 








1,425,954






 













 


Stockholders' equity:








Common stock; $0.01 par value per share: 2025 - 600,000,000 shares authorized, 87,866,675 shares issued and 64,149,525 shares outstanding; 2024 - 600,000,000 shares authorized, 83,947,949 shares issued and 63,653,212 shares outstanding



879






 








839






 







Preferred stock, $0.01 par value per share:
2025 - 100,000,000 shares authorized, 19,936,821 shares issued and outstanding; 2024 - 100,000,000 shares authorized, no shares issued and outstanding



199






 








—






 







Additional paid-in capital



2,102,938






 








752,371






 







Treasury stock, at cost: 2025 - 23,717,150 shares; 2024 - 20,294,737 shares



(786,008






)








(574,856






)







Accumulated other comprehensive income



9,020






 








18,683






 







Retained earnings



1,097,701






 








924,600






 







Total stockholders' equity



2,424,729






 








1,121,637






 







Total liabilities and stockholders’ equity

$

4,247,850






 






$

2,547,591






 








 








1 Balances at December 31, 2025 and 2024 are shown net of unamortized loan discount and debt issuance costs in the amount of $12.5 million and $8.3 million, respectively. The gross amount of the debt outstanding was $982.5 million and $972.2 million as of December 31, 2025 and 2024, respectively.








 









Victory Capital Holdings, Inc. and Subsidiaries








Total Client Assets








(unaudited; in millions)








 








 






 






For the Three Months Ended








 






 






December 31,






 






September 30,






 






December 31,








 






 






2025






 






2025






 






2024







Beginning AUM

$

310,644






 






$

298,563






 






$

176,113






 







Beginning other assets1



2,726






 








3,050






 








4,981






 







Beginning total client assets



313,370






 








301,613






 








181,094






 
















 


AUM net cash flows



(2,111






)








(292






)








(1,870






)







Other assets net cash flows



—






 








(502






)








(675






)







Total client assets net cash flows



(2,111






)








(794






)








(2,545






)
















 


AUM market appreciation (depreciation)



6,152






 








14,515






 








(2,237






)







Other assets market appreciation (depreciation)



120






 








177






 








(141






)







Total client assets market appreciation (depreciation)



6,273






 








14,692






 








(2,378






)
















 


AUM realizations and distributions



(287






)








—






 








—






 







Acquired & divested assets / Net transfers4



(624






)








(2,141






)








(76






)
















 


Ending AUM



313,775






 








310,644






 








171,930






 







Ending other assets



2,846






 








2,726






 








4,165






 







Ending total client assets



316,621






 








313,370






 








176,096






 







Average total client assets2



315,662






 








306,457






 








180,104






 
















 











 





For the Year Ended













December 31,






 






December 31,













2025






 






2024










Beginning AUM

$

171,930






 






$

161,322






 










Beginning other assets1



4,165






 








5,289






 










Beginning total client assets



176,096






 








166,611






 



















 


AUM net cash flows



(4,456






)








(7,377






)










Other assets net cash flows



(1,948






)








(1,627






)










Total client assets net cash flows



(6,404






)








(9,004






)



















 


AUM market appreciation (depreciation)



37,742






 








18,100






 










Other assets market appreciation (depreciation)



629






 








504






 










Total client assets market appreciation (depreciation)



38,371






 








18,604






 



















 


AUM realizations and distributions



(311






)








(2






)










Acquired & divested assets / Net transfers4



108,869






 








(113






)



















 


Ending AUM



313,775






 








171,930






 










Ending other assets



2,846






 








4,165






 










Ending total client assets



316,621






 








176,096






 










Average total client assets3



272,134






 








174,542






 











 








1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the by asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1.








2 For the three-month periods ending December 31, 2025, September 30, 2025 and December 31, 2024 total client assets revenue realization was 47.0 basis points, 46.8 basis points and 51.3 basis points, respectively.








3 For the year ended December 31, 2025 and 2024 total client assets revenue realization was 48.0 basis points and 51.2 basis points, respectively.








4 Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter. The year ended December 31, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion, partially offset by assets divested due to the closure of four Investment Franchises.








 









Victory Capital Holdings, Inc. and Subsidiaries








Total Assets Under Management1








(unaudited; in millions)








 








 






 






For the Three Months Ended








 






 






December 31,






 






September 30,






 






December 31,










2025






 






2025






 






2024







Beginning assets under management

$

310,644






 






$

298,563






 






$

176,113






 







Gross client cash inflows



17,472






 








17,296






 








6,793






 







Gross client cash outflows



(19,583






)








(17,588






)








(8,663






)







Net client cash flows



(2,111






)








(292






)








(1,870






)







Market appreciation (depreciation)



6,152






 








14,515






 








(2,237






)







Realizations and distributions



(287






)








—






 








—






 







Acquired & divested assets / Net transfers2



(624






)








(2,141






)








(76






)







Ending assets under management



313,775






 








310,644






 








171,930






 







Average assets under management



312,873






 








303,584






 








175,741






 
















 





For the Year Ended













December 31,






 






December 31,













2025






 






2024










Beginning assets under management

$

171,930






 






$

161,322






 










Gross client cash inflows



59,985






 








26,167






 










Gross client cash outflows



(64,441






)








(33,545






)










Net client cash flows



(4,456






)








(7,377






)










Market appreciation (depreciation)



37,742






 








18,100






 










Realizations and distributions



(311






)








(2






)










Acquired assets / Net transfers2



108,869






 








(113






)










Ending assets under management



313,775






 








171,930






 










Average assets under management



268,806






 








169,658






 











 








1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.








2 Three months ended September 30 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter. The year ended December 31, 2025 includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of four Investment Franchises.








 









Victory Capital Holdings, Inc. and Subsidiaries








Other Assets (Institutional)1








(unaudited; in millions)








 








 






 






For the Three Months








 






 






December 31,






 






September 30,






 






December 31,










2025







2025







2024







Beginning other assets (institutional)

$

2,726






 






$

3,050






 






$

4,981






 







Gross client cash inflows



—






 








—






 








—






 







Gross client cash outflows



—






 








(502






)








(675






)







Net client cash flows



—






 








(502






)








(675






)







Market appreciation (depreciation)



120






 








177






 








(141






)







Realizations and distributions



—






 








—






 








—






 







Acquired & divested assets / Net transfers



—






 








—






 








—






 







Ending other assets (institutional)



2,846






 








2,726






 








4,165






 







Average other assets (institutional)2



2,788






 








2,873






 








4,363






 
















 





For the Year Ended













December 31,






 






December 31,













2025






 






2024










Beginning other assets (institutional)

$

4,165






 






$

5,289






 










Gross client cash inflows



—






 








467






 










Gross client cash outflows



(1,949






)








(2,094






)










Net client cash flows



(1,948






)








(1,627






)










Market appreciation (depreciation)



629






 








504






 










Realizations and distributions



—






 








—






 










Acquired & divested assets / Net transfers



—






 








—






 










Ending other assets (institutional)



2,846






 








4,165






 










Average other assets (institutional)3



3,328






 








4,883






 











 








1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the by asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1.








2 For the three-month periods ending December 31, 2025, September 30, 2025 and December 31, 2024 total other assets (institutional) revenue realization was 3.5 basis points, 3.3 basis points and 3.2 basis points, respectively.








3 For the year ended December 31, 2025 and 2024 total other assets (institutional) revenue realization was 3.3 basis points and 3.4 basis points, respectively.








 









Victory Capital Holdings, Inc. and Subsidiaries








Assets Under Management by Asset Class








(unaudited; in millions)








 







For the Three Months Ended


By Asset Class










 






 






 






 






 






 






 






 






 






 






 






 






Global /






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 










U.S. Mid






 






U.S. Small






 






Fixed






 






U.S. Large






 






Non-U.S.






 






 






 






 






Alternative






 






Total






 






Money Market /






 






Total










Cap Equity






 






Cap Equity






 






Income






 






Cap Equity






 






Equity






 






Solutions






 






Investments






 






Long-term






 






Short-term






 






AUM1







December 31, 2025
































Beginning assets under management

$

31,877






 






$

12,722






 






$

80,386






 






$

63,061






 






$

28,960






 






$

86,963






 






$

3,016






 






$

306,985






 






$

3,660






 






$

310,644






 







Gross client cash inflows



846






 








266






 








5,555






 








3,347






 








1,848






 








5,043






 








221






 








17,127






 








345






 








17,472






 







Gross client cash outflows



(2,539






)








(1,913






)








(5,723






)








(4,376






)








(1,578






)








(2,902






)








(185






)








(19,216






)








(367






)








(19,583






)







Net client cash flows



(1,694






)








(1,647






)








(169






)








(1,028






)








271






 








2,142






 








36






 








(2,089






)








(22






)








(2,111






)







Market appreciation (depreciation)



(11






)








185






 








759






 








1,536






 








1,482






 








2,148






 








9






 








6,109






 








43






 








6,152






 







Realizations and distributions



—






 








—






 








(287






)








—






 








—






 








—






 








—






 








(287






)








—






 








(287






)







Acquired assets / Net transfers



(180






)








(81






)








(145






)








(189






)








(33






)








(24






)








(24






)








(676






)








52






 








(624






)







Ending assets under management

$

29,993






 






$

11,179






 






$

80,544






 






$

63,380






 






$

30,680






 






$

91,228






 






$

3,038






 






$

310,042






 






$

3,733






 






$

313,775






 





































 


September 30, 2025
































Beginning assets under management

$

31,833






 






$

13,140






 






$

79,752






 






$

61,654






 






$

25,576






 






$

79,988






 






$

2,986






 






$

294,930






 






$

3,632






 






$

298,563






 







Gross client cash inflows



819






 








307






 








5,816






 








1,960






 








2,923






 








4,921






 








216






 








16,962






 








334






 








17,296






 







Gross client cash outflows



(2,229






)








(1,494






)








(5,491






)








(3,930






)








(930






)








(2,962






)








(169






)








(17,206






)








(382






)








(17,588






)







Net client cash flows



(1,410






)








(1,187






)








325






 








(1,970






)








1,993






 








1,958






 








47






 








(244






)








(48






)








(292






)







Market appreciation (depreciation)



1,469






 








977






 








1,247






 








4,003






 








1,695






 








5,112






 








(25






)








14,478






 








37






 








14,515






 







Realizations and distributions



—






 








—






 








—






 








—






 








—






 








—






 








—






 








—






 








—






 








—






 







Acquired assets / Net transfers2



(14






)








(209






)








(939






)








(626






)








(304






)








(95






)








7






 








(2,180






)








38






 








(2,141






)







Ending assets under management

$

31,877






 






$

12,722






 






$

80,386






 






$

63,061






 






$

28,960






 






$

86,963






 






$

3,016






 






$

306,985






 






$

3,660






 






$

310,644






 





































 


December 31, 2024
































Beginning assets under management

$

32,333






 






$

15,591






 






$

25,081






 






$

14,239






 






$

19,752






 






$

62,544






 






$

3,178






 






$

172,720






 






$

3,393






 






$

176,113






 







Gross client cash inflows



1,163






 








393






 








987






 








75






 








1,535






 








2,291






 








170






 








6,615






 








178






 








6,793






 







Gross client cash outflows



(1,881






)








(1,215






)








(1,391






)








(413






)








(1,023






)








(2,037






)








(384






)








(8,344






)








(319






)








(8,663






)







Net client cash flows



(718






)








(822






)








(404






)








(338






)








513






 








254






 








(214






)








(1,729






)








(140






)








(1,870






)







Market appreciation (depreciation)



(1,008






)








21






 








(342






)








279






 








(1,143






)








(100






)








13






 








(2,279






)








43






 








(2,237






)







Realizations and distributions



—






 








—






 








—






 








—






 








—






 








—






 








—






 








—






 








—






 








—






 







Acquired assets / Net transfers



(24






)








(6






)








66






 








(32






)








(26






)








(105






)








3






 








(125






)








48






 








(76






)







Ending assets under management

$

30,584






 






$

14,785






 






$

24,402






 






$

14,148






 






$

19,095






 






$

62,593






 






$

2,980






 






$

168,586






 






$

3,344






 






$

171,930






 








 








1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.








2 Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises.








 









Victory Capital Holdings, Inc. and Subsidiaries








Assets Under Management by Asset Class








(unaudited; in millions)








 







For the Year Ended

By Asset Class
















Global /



















U.S. Mid

U.S. Small

Fixed

U.S. Large

Non-U.S.




Alternative

Total

Money Market /

Total




Cap Equity

Cap Equity

Income

Cap Equity

Equity

Solutions

Investments

Long-term

Short-term

AUM1


December 31, 2025
































Beginning assets under management

$

30,584






 






$

14,785






 






$

24,402






 






$

14,148






 






$

19,095






 






$

62,593






 






$

2,980






 






$

168,586






 






$

3,344






 






$

171,930






 







Gross client cash inflows



3,622






 








1,475






 








18,314






 








7,646






 








8,428






 








18,421






 








916






 








58,821






 








1,164






 








59,985






 







Gross client cash outflows



(8,121






)








(4,994






)








(18,771






)








(12,137






)








(7,131






)








(10,925






)








(939






)








(63,019






)








(1,422






)








(64,441






)







Net client cash flows



(4,500






)








(3,518






)








(458






)








(4,491






)








1,297






 








7,496






 








(23






)








(4,198






)








(258






)








(4,456






)







Market appreciation (depreciation)



1,737






 








353






 








3,506






 








12,367






 








6,836






 








12,677






 








119






 








37,595






 








146






 








37,742






 







Realizations and distributions



—






 








—






 








(287






)








—






 








—






 








—






 








(24






)








(311






)








—






 








(311






)







Acquired assets / Net transfers2



2,172






 








(440






)








53,381






 








41,356






 








3,452






 








8,463






 








(15






)








108,368






 








500






 








108,869






 







Ending assets under management

$

29,993






 






$

11,179






 






$

80,544






 






$

63,380






 






$

30,680






 






$

91,228






 






$

3,038






 






$

310,042






 






$

3,733






 






$

313,775






 





































 


December 31, 2024
































Beginning assets under management

$

30,604






 






$

15,959






 






$

24,355






 






$

12,635






 






$

16,772






 






$

54,296






 






$

3,431






 






$

158,051






 






$

3,271






 






$

161,322






 







Gross client cash inflows



4,516






 








2,043






 








4,912






 








284






 








3,762






 








8,634






 








1,105






 








25,255






 








912






 








26,167






 







Gross client cash outflows



(7,685






)








(4,195






)








(5,905






)








(1,540






)








(2,893






)








(8,509






)








(1,618






)








(32,345






)








(1,200






)








(33,545






)







Net client cash flows



(3,169






)








(2,152






)








(993






)








(1,256






)








869






 








125






 








(513






)








(7,090






)








(287






)








(7,377






)







Market appreciation (depreciation)



3,189






 








1,035






 








924






 








2,873






 








1,570






 








8,290






 








47






 








17,929






 








172






 








18,100






 







Realizations and distributions



—






 








—






 








—






 








—






 








—






 








—






 








(2






)








(2






)








—






 








(2






)







Acquired assets / Net transfers



(40






)








(58






)








116






 








(104






)








(115






)








(118






)








17






 








(301






)








188






 








(113






)







Ending assets under management

$

30,584






 






$

14,785






 






$

24,402






 






$

14,148






 






$

19,095






 






$

62,593






 






$

2,980






 






$

168,586






 






$

3,344






 






$

171,930






 








 








1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.








2 The year ended December 31, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion, partially offset by assets divested due to the closure of four Investment Franchises.








 









Victory Capital Holdings, Inc. and Subsidiaries








Assets Under Management by Region








(unaudited; in millions)








 








 






As of December 31,








 






 






2025






 






2024







(in millions)

 






Amount






 






% of total






 






Amount






 






% of total







U.S.


$






258,975







83






%







$






165,706







96






%







Non-U.S.


 






54,799







17






%







 






6,224







4






%







Total AUM1&2


$






313,775







100






%







$






171,930







100






%








 








1 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.








2 Includes the impact of Pioneer Investments, partially offset by assets divested due to the closure of four Investment Franchises.








 









Victory Capital Holdings, Inc. and Subsidiaries








Assets Under Management by Vehicle








(unaudited; in millions)








 







For the Three Months Ended

 






By Vehicle









 






 






 






 






 






 






 






Separate






 






 






 









 






 






 






 






 






 






 






Accounts






 






 






 









 






Mutual






 






 






 






 






and Other






 






 






 









 






Funds1






 






ETFs2






 






Vehicles3






 






Total AUM4







December 31, 2025














Beginning assets under management

$

172,923






 






$

13,786






 






$

123,935






 






$

310,644






 







Gross client cash inflows



7,422






 








1,274






 








8,776






 








17,472






 







Gross client cash outflows



(11,115






)








(246






)








(8,222






)








(19,583






)







Net client cash flows



(3,693






)








1,027






 








555






 








(2,111






)







Market appreciation (depreciation)



3,211






 








233






 








2,709






 








6,152






 







Realizations and distributions



—






 








—






 








(287






)








(287






)







Acquired assets / Net transfers5



(238






)








2






 








(389






)








(624






)







Ending assets under management

$

172,203






 






$

15,049






 






$

126,523






 






$

313,775






 



















 


September 30, 2025














Beginning assets under management

$

167,973






 






$

11,975






 






$

118,615






 






$

298,563






 







Gross client cash inflows



7,088






 








1,573






 








8,635






 








17,296






 







Gross client cash outflows



(9,081






)








(320






)








(8,187






)








(17,588






)







Net client cash flows



(1,993






)








1,252






 








449






 








(292






)







Market appreciation (depreciation)



8,218






 








560






 








5,737






 








14,515






 







Realizations and distributions



—






 








—






 








—






 








—






 







Acquired assets / Net transfers6



(1,276






)








—






 








(866






)








(2,141






)







Ending assets under management

$

172,923






 






$

13,786






 






$

123,935






 






$

310,644






 



















 


December 31, 2024














Beginning assets under management

$

117,044






 






$

6,694






 






$

52,375






 






$

176,113






 







Gross client cash inflows



3,545






 








1,167






 








2,082






 








6,793






 







Gross client cash outflows



(5,865






)








(130






)








(2,667






)








(8,663






)







Net client cash flows



(2,320






)








1,036






 








(586






)








(1,870






)







Market appreciation (depreciation)



(1,063






)








(146






)








(1,028






)








(2,237






)







Realizations and distributions



—






 








—






 








—






 








—






 







Acquired assets / Net transfers



(15






)








(76






)








15






 








(76






)







Ending assets under management

$

113,645






 






$

7,508






 






$

50,777






 






$

171,930






 








 








1 Includes institutional and retail share classes, money market and VIP funds.








2 Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products.








3 Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles.








4 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.








5 Three months ended December 31, 2025 includes the impact of divested assets from one Investment Franchise closure in the fourth quarter.








6 Three months ended September 30, 2025 includes the impact of approximately $1 billion of divested assets from the closure of three Investment Franchises in the third quarter.








 









Victory Capital Holdings, Inc. and Subsidiaries








Assets Under Management by Vehicle








(unaudited; in millions)








 







For the Year Ended

 






By Vehicle








 






 






 






 






 






 






 






 






Separate






 






 






 








 






 






 






 






 






 






 






 






Accounts






 






 






 








 






 






Mutual






 






 






 






 






and Other






 






 






 








 






 






Funds1






 






ETFs2






 






Vehicles3






 






Total AUM4







December 31, 2025














Beginning assets under management

$

113,645






 






$

7,508






 






$

50,777






 






$

171,930






 







Gross client cash inflows



24,768






 








7,476






 








27,741






 








59,985






 







Gross client cash outflows



(36,240






)








(1,082






)








(27,119






)








(64,441






)







Net client cash flows



(11,472






)








6,394






 








622






 








(4,456






)







Market appreciation (depreciation)



20,651






 








1,062






 








16,029






 








37,742






 







Realizations and distributions



—






 








—






 








(311






)








(311






)







Acquired assets / Net transfers5



49,379






 








85






 








59,405






 








108,869






 







Ending assets under management

$

172,203






 






$

15,049






 






$

126,523






 






$

313,775






 



















 


December 31, 2024














Beginning assets under management

$

108,802






 






$

4,970






 






$

47,551






 






$

161,322






 







Gross client cash inflows



14,954






 








3,089






 








8,124






 








26,167






 







Gross client cash outflows



(22,408






)








(915






)








(10,222






)








(33,545






)







Net client cash flows



(7,454






)








2,174






 








(2,097






)








(7,377






)







Market appreciation (depreciation)



12,561






 








404






 








5,136






 








18,100






 







Realizations and distributions



—






 








—






 








(2






)








(2






)







Acquired assets / Net transfers



(263






)








(40






)








189






 








(113






)







Ending assets under management

$

113,645






 






$

7,508






 






$

50,777






 






$

171,930






 








 








1 Includes institutional and retail share classes, money market and VIP funds.








2 Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products.








3 Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles.








4 Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.








5 The year ended December 31, 2025 includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company’s AUM by $114.6 billion, partially offset by assets divested due to the closure of four Investment Franchises.








 







Information Regarding Non-GAAP Financial Measures


Victory Capital uses non-GAAP financial measures referred to as Adjusted EBITDA and Adjusted Net Income to measure the operating profitability of the Company. These measures eliminate the impact of one-time acquisition, restructuring and integration costs and demonstrate the ongoing operating earnings metrics of the Company. The Company has included these non-GAAP measures to provide investors with the same financial metrics used by management to assess the operating performance of the Company.


Adjusted EBITDA


Adjustments made to GAAP Net Income to calculate Adjusted EBITDA, as applicable, are:



Adding back income tax expense;



Adding back interest paid on debt and other financing costs, net of interest income;



Adding back depreciation on property and equipment;



Adding back other business taxes;



Adding back amortization expense on acquisition-related intangible assets;



Adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of equity grants related to the IPO;



Adding back direct incremental costs of acquisitions, including restructuring costs;



Adding back debt issuance cost expense;



Adjusting for earnings/losses on equity method investments.



Adjusted Net Income


Adjustments made to GAAP Net Income to calculate Adjusted Net Income, as applicable, are:



Adding back other business taxes;



Adding back amortization expense on acquisition-related intangible assets;



Adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of any equity grants related to the IPO;



Adding back direct incremental costs of acquisitions, including restructuring costs;



Adding back debt issuance cost expense;



Subtracting an estimate of income tax expense applied to the sum of the adjustments above.



Tax Benefit of Goodwill and Acquired Intangible Assets


Due to Victory Capital’s acquisitive nature, tax deductions allowed on acquired intangible assets and goodwill provide it with additional significant supplemental economic benefit. The tax benefit of goodwill and intangible assets represent the tax benefits associated with deductions allowed for intangible assets and goodwill generated from prior acquisitions in which the Company received a step-up in basis for tax purposes. Acquired intangible assets and goodwill may be amortized for tax purposes, generally over a 15-year period. The tax benefit from amortization on these assets is included to show the full economic benefit of deductions for all acquired intangible assets with a step-up in tax basis.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260204004613/en/
Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com


Media:

Jessica Davila

Director, Global Communications

210-694-9693

jessica_davila@vcm.com


Original: Victory Capital Reports Record Fourth-Quarter Results