Form 8-K

8-K — Victory Capital Holdings, Inc.

Accession: 0001104659-26-101533

Filed: 2026-08-26

Period: 2026-08-26

CIK: 0001570827

SIC: 6282 (INVESTMENT ADVICE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August

26, 2026

Date of Report (Date of Earliest Event Reported)

Victory

Capital Holdings, Inc.

(Exact Name of Registrant as Specified in its

Charter)

Delaware

001-38388

32-0402956

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

15935

La Cantera Parkway; San

Antonio, TX

78256

(Address

of principal executive offices)

(Zip

Code)

(216)

898-2400

(Registrant’s Telephone Number, Including

Area Code)

Not Applicable

(Former Name or Former Address, if Changed

Since Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange

on which registered

Common

Stock, Par Value $0.01

VCTR

NASDAQ

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On August 26, 2026, Victory Capital Holdings,

Inc. (“Victory” or the “Company”) issued a press release announcing that it has entered into a definitive agreement

with Genstar Capital whereby the Company will acquire First Eagle Investments (“First Eagle”) in exchange for cash and stock

consideration as further described in the press release. The closing of the contemplated transactions is subject to customary closing

conditions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

99.1

Press Release issued by Victory Capital Holdings, Inc. on August

26, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

- 2 -

Forward Looking Statements

The forward-looking statements contained in this

Form 8-K are qualified by the information contained under the heading “Forward-Looking Statements” in the press

release furnished as Exhibit 99.1 hereto.

Important Additional Information and Where

to Find It

This communication is being

issued in connection with the proposed acquisition of First Eagle by the Company. In connection with the transaction, the Company intends

to file a proxy statement and certain other documents regarding the transaction with the SEC. The definitive version of the proxy statement

(if and when available) will be mailed to the Company’s stockholders.

INVESTORS AND SECURITY HOLDERS

ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED

OR WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION

ABOUT THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND RELATED MATTERS.

Investors and security holders

may obtain, free of charge, copies of the proxy statement (when it is available) and other documents that are filed or will be filed

with the SEC by the Company through the website maintained by the SEC at www.sec.gov or the Investor Relations portion of

the Company’s website at https://ir.vcm.com.

Participants in the Solicitation

The Company and certain of

its directors, executive officers and other employees may be deemed to be “participants” in the solicitation of proxies from

the Company’s stockholders with respect to the special meeting of stockholders that will be held to consider and vote upon the

approval of the share issuance in connection with the proposed acquisition of First Eagle by the Company. Additional information regarding

the identity of the participants, and their respective direct and indirect interests in the transaction, by security holdings or otherwise,

will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the transaction (if and when

they become available). Information relating to the Company’s executive officers and directors can also be found in the Company’s

proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on March 27, 2026. Investors and security

holders may obtain free copies of these documents using the sources indicated above.

- 3 -

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VICTORY CAPITAL HOLDINGS, INC.

By:

/s/ Nina Gupta

Name:

Nina Gupta

Title:

Chief Legal Officer

Date:

August 26, 2026

- 4 -

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2624030d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Victory

Capital to Acquire First Eagle Investments, Creating a $571

Billion Diversified Global Asset Manager

Adds

a differentiated global value multi-asset capability, complementary equity and fixed income capabilities, and a scaled CLO and alternative

credit platform

Enhances

Victory Capital's organic growth profile through a multi-year history of positive net flows, broadened investment capabilities, and strong

investment performance

Expands

distribution reach across channels

First

Eagle will operate on Victory Capital's platform, while retaining its brand, investment autonomy, and existing investment processes

San

Antonio, Texas, August 26, 2026 — Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the

Company”) today announced that it has entered into a definitive agreement to acquire 100% of First Eagle Investments (“First

Eagle”), an independent, privately held global asset manager with approximately $222 billion in assets under management (“AUM”)

as of July 31, 2026, from Genstar Capital (“Genstar”) and First Eagle employees.

Upon closing, the

combined company is expected to have approximately $571 billion in total client assets, positioning Victory Capital as one of the largest

publicly traded traditional asset managers in the U.S.

"This is a

transformational transaction that represents the next chapter in the evolution of our business,” said David Brown, Chairman and

Chief Executive Officer of Victory Capital. "First Eagle is a premier global asset manager, with a diversified product lineup spanning

global multi-asset, equities, fixed income, and a scaled alternatives platform that includes CLOs and alternative credit. It brings positive

net flows in each of the last three years and year to date, as well as investment capabilities that are highly complementary to our own.

This transaction enriches Victory Capital’s talent pool, gives us additional scale to invest even more in our overall platform,

and amplifies our distribution depth and breadth in the U.S., as well as outside the U.S. through our strategic partnership with Amundi.

It makes our company better, more competitive and more resilient through all market cycles. Our clients gain access to a broader set

of investment capabilities and deeper resources, and our shareholders benefit from the enhanced scale and earnings power of the combined

company.”

First Eagle will

operate on Victory Capital's platform, while retaining its brand, investment autonomy, and, most importantly, its existing investment

processes — the same model that has made Victory Capital’s prior transactions successful. First Eagle's $41 billion CLO and

alternative credit platform will serve as the combined company’s alternative investments platform post-closing. Victory Capital

and First Eagle will work together to ensure a seamless transition for clients, including continuity in how their money is managed and

how they are served.

“I believe

this transaction is a very positive development for First Eagle and, most importantly, for our clients. First Eagle’s distinctive

investment teams will continue to operate autonomously, with no change to the investment philosophies and processes that have earned

our clients’ confidence over time,” said Mehdi Mahmud, President and Chief Executive Officer of First Eagle. “Clients

will also benefit from the materially larger distribution footprint of the combined entity. I expect the combined company’s scale,

status as a publicly traded company, and ability to invest in the business for the long term will be a source of strength in the years

ahead. The key stakeholders in our business have enthusiastically affirmed their support for this transaction.”

“We’re

excited to partner with Victory Capital. We have known the firm and its leadership for a long time and could not be more enthusiastic

about what this means for clients of both organizations,” said Tony Salewski, Managing Partner at Genstar. “Mehdi and the

First Eagle team have done an outstanding job building a market-leading investment firm, and Victory Capital is the right permanent partner

for First Eagle to build on that success. I look forward to what the combined platform can accomplish.”

Strategic and Financial Benefits

A broader platform and a strong

investment performance record

First

Eagle has approximately $222 billion in AUM across global value multi-asset, equities and fixed income, including a scaled $41 billion

CLO and alternative credit platform, with 92% of its rated mutual fund and ETF AUM having achieved an overall four- or five-star Morningstar

rating.

Enhanced organic growth profile

and expanded reach

First

Eagle has generated positive net flows in each of the last three years and is net flow positive year to date through July 31, 2026. The

transaction creates a materially larger distribution platform across channels.

Meaningful earnings accretion

and enhanced scale

The

transaction is expected to be approximately 35% accretive to 2027E adjusted earnings per share, inclusive of approximately $280 million

of anticipated net expense synergies, creating a combined company with annual revenue of approximately $3.2 billion.

Transaction Details

Victory

Capital will acquire First Eagle for total consideration of approximately $7.0 billion, comprising approximately $4.4 billion in cash

and $2.0 billion in newly issued Victory Capital equity. In addition, Victory Capital will assume $575 million of First Eagle's existing

7.25% senior secured notes due 2032.

Following

the transaction, Genstar is expected to own approximately 14.6% of Victory Capital on a fully diluted, as-converted basis, with its voting

interest limited to 4.9%. The balance of its economic interest will be held in Non-Voting Convertible Preferred stock. Genstar's entire

position will be subject to a three-year lock-up period.

Genstar

will be entitled to designate two directors to the Victory Capital Holdings Board of Directors, which will expand to 11 members upon

closing. David Brown will continue to serve as CEO and Chairman of the Board.

The

transaction remains subject to customary closing conditions, including certain regulatory approvals and client consents, and is expected

to close by the end of the first quarter of 2027. The issuance of Victory Capital equity in connection with the transaction is subject

to the approval of Victory Capital shareholders.

Victory

Capital has secured fully committed financing for the transaction from BofA Securities and RBC Capital Markets, LLC. The financing is

expected to comprise of a new $3.5 billion term loan B facility and approximately $950 million of new secured notes, together with an

upsized $200 million revolving credit facility. The Company's existing term loan B is expected to remain in place.

PJT

Partners is acting as lead financial advisor to Victory Capital and rendered a fairness opinion to its Board of Directors. RBC Capital

Markets served as an additional financial advisor to Victory Capital. Willkie Farr & Gallagher LLP is acting as legal advisor to

Victory Capital in connection with the transaction.

UBS

Investment Bank is acting as lead financial advisor to First Eagle; BofA Securities served as an additional financial advisor to First

Eagle. Ropes and Gray LLP is acting as legal advisor to First Eagle and Davis Polk & Wardwell LLP is acting as legal advisor to its

management in connection with the transaction.

Webcast and Slide Presentation

Victory

Capital will host a webcast at 8:00 a.m. ET today, during which David Brown, Chairman and Chief Executive Officer, and Michael Policarpo,

President, Chief Financial Officer and Chief Administrative Officer, will deliver prepared remarks on the transaction. The webcast and

the accompanying slide presentation will be available on the Events and Presentations page of the Company's investor relations website

at https://ir.vcm.com, where a replay will be posted following the event. A fact sheet on First Eagle will be posted to the same

location.

About Victory Capital

Victory Capital

(NASDAQ: VCTR) is a diversified global asset management firm with $348.8 billion in total client assets, as of July 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.

About First Eagle Investments

First

Eagle Investments is an independent, privately owned investment management firm headquartered in New York with approximately $222 billion

in assets under management as of July 31, 2026. Dedicated to providing prudent stewardship of client assets, the firm focuses on active,

fundamental and benchmark-agnostic investing, with a strong emphasis on downside mitigation. With a heritage dating back to 1864, First

Eagle strives to help clients avoid permanent impairment of capital and earn attractive returns through widely varied economic cycles.

The firm’s investment capabilities include equity, fixed income, alternative credit and multi-asset strategies.

About Genstar Capital

Genstar

Capital (www.gencap.com) is a leading private equity firm that has been actively investing in high-quality companies for over 35 years.

Based in San Francisco, Genstar works in partnership with its management teams and its network of strategic advisors to transform its

portfolio companies into industry-leading businesses. Genstar currently has approximately $51 billion of assets under management and

targets investments focused on targeted segments of the financial services, industrials, healthcare, and software industries.

Contacts

Investors:

Carly Thomas

Director, Investor Relations

and Responsible Business

210-694-9658

cthomas@vcm.com

Media:

Jessica Davila Burgess

Director of Global Communications

210-694-9693

Jessica_davila@vcm.com

First Eagle Investments

Pholida Barclay

212-698-3208

pholida.barclay@firsteagle.com

Genstar Capital

FGS Global

GenstarCapital@FGSGlobal.com

Forward-Looking Statements

This press release

and the accompanying investor presentation contain forward-looking statements within the meaning of the Private Securities Litigation

Reform Act of 1995 and other applicable U.S. federal and non-U.S. securities laws. Forward-looking statements can be identified by words

such as "anticipate," "believe," "estimate," "expect," "intend," "plan,"

"project," "target," "will," "would," "could," "should," "may"

and similar expressions, or by discussions of strategy, objectives or future performance. These statements include, without limitation,

statements regarding the expected timing and completion of the proposed acquisition of First Eagle; the anticipated benefits of the transaction,

including expected net expense synergies, earnings accretion, revenue, Adjusted EBITDA, Adjusted EBITDA margin, fee rate, organic growth

and net flows; pro forma financial, operating and asset under management metrics; the Company’s expected capital structure, indebtedness,

net leverage and pace of de-levering; the expected treatment of First Eagle's investment teams, brands, products and platforms following

closing; statements regarding the Company's longer-term growth objectives; and the future performance of the combined company. Forward-

looking statements are not historical facts. They reflect the Company's current expectations, estimates and assumptions, are inherently

subject to significant business, economic, competitive and regulatory uncertainties and contingencies that are difficult to predict,

and are not guarantees of future performance. Actual results may differ materially.

Although it is

not possible to identify all such risks and factors, they include, among others: the risk that one or more conditions to closing is not

satisfied and that the transaction is not completed on the anticipated timeline or at all, including the failure to obtain required regulatory

approvals or required client and fund board consents; the risk that the merger agreement is terminated; the risk that the Company's shareholders

do not approve the issuance of equity in connection with the transaction; dilution to existing shareholders resulting from the issuance

of common stock and non-voting convertible preferred stock, including on a fully diluted, as-converted basis; risks relating to the

financing of the transaction, including the availability, cost and terms of debt financing, prevailing interest rates, the Company's

ability to syndicate the financing on expected terms, the substantial increase in the Company's indebtedness, restrictions imposed by

the terms of that indebtedness, and the Company's ability to de-lever on the anticipated timeline; the possibility of adverse changes

in the Company's credit ratings; the risk that anticipated net expense synergies are not realized in the amounts or within the timeframe

expected, or at all, and that the costs to achieve them exceed current estimates; risks relating to integration, including the diversion

of management attention, the retention of key investment professionals, distribution personnel and other employees, the retention of

clients and assets, the integration of operations, technology and administrative functions, and decisions regarding branding and the

rationalization of products, strategies or teams; the fact that financial and operating information regarding First Eagle used in preparing

the estimates in this press release is derived from a privately held company, has not been independently verified or audited, and is

based in part on representations of First Eagle's management and on the Company's due diligence, which may prove incomplete or inaccurate;

risks relating to investment performance and net client cash flows, including that historical net flows, investment performance and Morningstar

ratings are not indicative of future results and that ratings and rankings are subject to change; the sensitivity of assets under management,

revenue and earnings to conditions in the financial markets and to changes in interest rates, credit spreads and asset valuations; the

Company's dependence on third-party distribution relationships, including its global distribution arrangements; competitive pressure

and ongoing consolidation in the asset management industry; the incurrence of significant transaction, financing and integration expenses;

the risk of litigation or regulatory proceedings relating to the transaction; general economic, market, geopolitical and regulatory conditions;

and the other risks and factors described under "Risk Factors" and elsewhere in the Company's Annual Report on Form 10-K for

the year ended December 31, 2025, its subsequent Quarterly Reports on Form 10-Q, and its other filings with the U.S. Securities and Exchange

Commission.

Any forward-looking

statement speaks only as of the date on which it is made. Except as required by law, the Company assumes no obligation to update or revise

any forward-looking statement, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

This press release

contains non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, adjusted earnings per share and net leverage,

presented on a Victory Capital standalone, First Eagle standalone and/or pro forma combined basis. These measures are not calculated

in accordance with U.S. generally accepted accounting principles and should not be considered in isolation from, or as substitutes for,

the most directly comparable GAAP measures. Pro forma figures are estimates presented for illustrative purposes only, are based on assumptions

the Company believes to be reasonable, and do not purport to represent what the combined company's results actually would have been had

the transaction been completed on the dates indicated, or to project results for any future period. Reconciliations of non-GAAP measures

to the most directly comparable GAAP measures, to the extent available without unreasonable effort, are included in the investor presentation

available at https://ir.vcm.com. Anticipated synergies are estimates only, are subject to the risks described above, and are not guarantees

of future results.

Important Additional Information

and Where to Find It

This communication

is being issued in connection with the proposed acquisition of First Eagle Investments by the Company. In connection with the transaction,

the Company intends to file a proxy statement and certain other documents regarding the transaction with the SEC. The definitive version

of the proxy statement (if and when available) will be mailed to the Company's stockholders.

INVESTORS AND SECURITY

HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT

ARE FILED OR WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and security

holders may obtain, free of charge, copies of the proxy statement (when available) and other documents filed with the SEC through the

website maintained by the SEC at www.sec.gov or the investor relations section of the Company's website at https://ir.vcm.com.

Participants in the Solicitation

The Company and

certain of its directors, executive officers and other employees may be deemed to be “participants” in the solicitation of

proxies from the Company's stockholders with respect to the special meeting of stockholders that will be held to consider and vote upon

the approval of the share issuance in connection with the proposed transaction. Additional information regarding the identity of the

participants, and their respective direct and indirect interests in the transaction, by security holdings or otherwise, will be set forth

in the proxy statement and other materials to be filed with the SEC in connection with the transaction (if and when they become available). Information relating to the Company's executive officers and directors can also be found in the Company's proxy statement for its 2026

annual meeting of stockholders filed with the SEC.

Performance Disclosures

Past performance is not indicative

of future results.

All investments

carry a certain degree of risk, including the possible loss of principal, and an investment should only be made with an understanding

of the risks involved with owning a particular security or asset class. You are encouraged to seek professional advice regarding the

best options for your particular circumstances.

A fund’s

most recent performance can be found at firsteagle.com. 8% of AUM in First Eagle mutual funds and ETFs rated by Morningstar did not receive

overall rating of 4 or 5 stars. 9.9% of AUM in First Eagle mutual funds and ETFs is not rated. Funds and share classes not rated by Morningstar

are excluded from the analysis. Not all share classes considered are available to the general public and not all funds included have

a history to be included in each period. Had fees not been waived and/or expenses reimbursed currently or in the past, the Morningstar

rights reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar; (2) may not be copied; and (3) is not

warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses

arising from any use of this information. Visit firsteagle.com for more information.

AUM Disclosures

The First Eagle

total AUM represents the combined AUM and assets under advisement of First Eagle Investment Management, LLC, First Eagle Separate Account

Management, LLC, Napier Park Global Capital (Napier Park), First Eagle Alternative Credit (FEAC), and Diamond Hill Capital Management,

LLC as of 31-Jul-2026. It includes $3.3 billion in committed/non-fee-paying capital from Napier Park, inclusive of assets managed by

RLM and CMV, and $0.8 billion in committed/non-fee-paying capital from FEAC. For CLO warehouses, AUM represents maximum commitment (loan

par value). As of 5-Sep-2025, Napier Park and FEAC investment activities are unified under Napier Park’s brand and management.

First Eagle Alternative Credit, LLC is a distinct registered investment advisor within the Napier Park platform, acting in sub-advisory

capacity to a number of First Eagle’s registered funds.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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