8-K
Victory Capital Holdings, Inc. (VCTR)
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
June 10, 2025
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 registrants under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).
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 June 10, 2025, Victory Capital Holdings, Inc., (the “Company”) issued a press release reporting certain information about the Company’s assets under management (“AUM”) as of May 31, 2025. A copy of that 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 | |
|---|---|
| Number | Description |
| 99.1 | Press release reporting May AUM dated June 10, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| --- | --- |
- 2 -
SIGNATURE(S)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VICTORY CAPITAL HOLDINGS, INC. | ||
|---|---|---|
| Date: June 10, 2025 | By: | /s/ MICHAEL D. POLICARPO |
| Name: Michael D. Policarpo | ||
| Title: President, Chief Financial Officer and Chief Administrative Officer |
- 3 -
EX-99.1
EXHIBIT 99.1
| News Release |
|---|
Victory Capital Reports May 2025 Total Client Assets
and Provides Additional Information Following Close of Amundi Transaction
San Antonio, Texas, June 10, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $289.4 billion, Other Assets of $3.7 billion, and Total Client Assets of $293.1 billion, as of May 31, 2025.
For the month of May, Average Total AUM was $285.5 billion, average Other Assets was $3.6 billion, and average Total Client Assets was $289.2 billion.
Second-Quarter Guidance Update
As previously disclosed, the Company issued 5.4 million shares of its preferred stock to Amundi S.A., on May 23, 2025, increasing the total number of fully diluted shares to approximately 88.3 million shares. Based on the timing of share issuances, the estimated fully diluted shares outstanding in the second quarter period is expected to be approximately 85 million shares.
Moreover, following the successful integration of the Pioneer Investment business on April 1st, the Company's consolidated fee rate realization beginning in the second quarter and going forward is projected to be in the range of 46 to 47 basis points. In addition to differences in average fee rates for the two legacy organizations, to align with Victory Capital's accounting policy, certain Pioneer Fund Administration reimbursements and Broker Dealer commissions will be shown on a net basis whereas, prior to the transaction closing, Pioneer Investments recorded these on a gross basis. The different accounting treatment is the primary driver for the change in projected fee rate realization and there is no expected impact to EBITDA or EBITDA margin resulting from this accounting treatment. The total amount of net expense synergies and the timing to realize them are unchanged.
| Victory Capital Holdings, Inc. | ||||
|---|---|---|---|---|
| Total Client Assets (unaudited; in millions) 1 | ||||
| --- | --- | --- | --- | --- |
| By Asset Class | ||||
| Solutions | 76,395 | 72,635 | ||
| Fixed Income | 78,952 | 78,569 | ||
| U.S. Mid Cap Equity | 31,074 | 30,049 | ||
| U.S. Small Cap Equity | 12,849 | 12,421 | ||
| U.S. Large Cap Equity | 58,921 | 55,363 | ||
| Global / Non-U.S. Equity | 24,549 | 23,607 | ||
| Alternative Investments | 2,965 | 2,933 | ||
| Total Long-Term Assets | 285,705 | 275,579 | ||
| Money Market / Short Term Assets | 3,681 | 3,703 | ||
| Total Assets Under Management2 | 289,386 | 279,282 | ||
| By Vehicle | ||||
| Mutual Funds3 | 163,421 | 157,758 | ||
| Separate Accounts and Other Pooled Vehicles4 | 114,732 | 111,064 | ||
| ETFs5 | 11,233 | 10,460 | ||
| Total Assets Under Management | 289,386 | 279,282 | ||
| Other Assets6 | ||||
| Institutional | 3,711 | 3,555 | ||
| Total Other Assets | 3,711 | 3,555 | ||
| Total Client Assets | ||||
| Total Assets Under Management | 289,386 | 279,282 | ||
| Total Other Assets | 3,711 | 3,555 | ||
| Total Client Assets | 293,097 | 282,836 |
All values are in US Dollars.
| By Region | ||||
|---|---|---|---|---|
| U.S. | $ | 246,520 | $ | 237,794 |
| Non-U.S. | 46,578 | 45,043 | ||
| Total Client Assets | $ | 293,097 | $ | 282,836 |
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, 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.
About Victory Capital
Victory Capital is a diversified global asset management firm with total assets under management of $289.4 billion, and $293.1 billion in total client assets, as of May 31, 2025. The Company employs a next-generation business strategy that combines boutique investment qualities with the benefits of a fully integrated, centralized operating and distribution platform.
Victory Capital provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors. With 12 autonomous Investment Franchises and a Solutions Business, Victory Capital offers a wide array of investment products and services, including mutual funds, ETFs, separately managed accounts, alternative investments, third-party ETF model strategies, collective investment trusts, private funds, a 529 Education Savings Plan, and brokerage services.
Victory Capital is headquartered in San Antonio, Texas, with offices and investment professionals in the U.S. and around the world. To learn more please visit www.vcm.com or follow Victory Capital on Facebook, Twitter, and LinkedIn.
Contacts
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