8-K
0001570827false00015708272025-06-102025-06-10

 

 

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 -

EXHIBIT 99.1

img250556058_0.jpg

 

 

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

 

 

 

 

As of:

 

By Asset Class

 

 

May 31, 2025

 

 

 

April 30, 2025

 

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

 

 

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

[email protected]

Media:
Jessica Davila

Director of Global Communications

210-694-9693

[email protected]