8-K

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

April 9, 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 April 9, 2025, Victory Capital Holdings, Inc., (the “Company”) issued a press release reporting certain information about the Company’s assets under management (“AUM”) as of March 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 March AUM dated April 9, 2025.


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

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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: April 9, 2025	By:	/s/ MICHAEL D. POLICARPO
		Name: Michael D. Policarpo
		Title: President, Chief Financial Officer and Chief Administrative Officer

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Exhibit 99.1

     
News Release

Victory Capital Reports March 2025 Total Client Assets

Schedules First-Quarter Financial Results Conference Call for May 9

San Antonio, Texas, April 9, 2025 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today reported Total Assets Under Management (AUM) of $167.5 billion, Other Assets of $4.0 billion, and Total Client Assets of $171.4 billion, as of March 31, 2025.

For the month of March, average Total AUM was $170.9 billion, average Other Assets was $4.0 billion, and average Total Client Assets was $174.9 billion.

For the first quarter, the Company reported long-term AUM net flows of -$1.2 billion.

     Victory Capital Holdings, Inc.

    

     Total Client Assets  (unaudited; in millions) 1

    


		As of:
By Asset Class		March 31, 2025			February 28, 2025
Solutions	$		63,378	$		65,510
Fixed Income			24,157			24,439
U.S. Mid Cap Equity			28,964			30,444
U.S. Small Cap Equity			13,182			14,207
U.S. Large Cap Equity			13,104			13,982
Global / Non-U.S. Equity			18,334			20,589
Alternative Investments			2,945			2,879
Total Long-Term Assets	$		164,064	$		172,048
Money Market / Short Term Assets			3,404			3,421
Total Assets Under Management2	$		167,468	$		175,470

By Vehicle
Mutual Funds3	$		108,392	$		113,060
Separate Accounts and Other Pooled Vehicles4			48,823			52,621
ETFs5			10,253			9,789
Total Assets Under Management	$		167,468	$		175,470

Other Assets6
Institutional	$		3,967	$		4,071
Total Other Assets	$		3,967	$		4,071

Total Client Assets
Total Assets Under Management	$		167,468	$		175,470
Total Other Assets			3,967			4,071
Total Client Assets	$		171,435	$		179,541

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.

First-Quarter Conference Call and Webcast Details

Victory Capital will report first-quarter 2025 financial results after the market closes on Thursday, May 8, 2025. The Company will host a conference call the following morning, Friday, May 9, 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 1-800-715-9871 (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. 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.

About Victory Capital

Victory Capital is a diversified global asset management firm with total assets under management of $167.5 billion, and $171.4 billion in total client assets, as of March 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]

Item 8.01. Other Events.

Item 9.01. Financial Statements and Exhibits.

Exhibit

VICTORY CAPITAL HOLDINGS, INC.

Date: April 9, 2025

By:

/s/ MICHAEL D. POLICARPO

Name: Michael D. Policarpo

Title: President, Chief Financial Officer and Chief Administrative Officer