Victory Capital (VCTR) Proxy filing summary

Executive summary

• Announced a definitive agreement to acquire First Eagle Investments, creating a combined entity with ~$571 billion in client assets and ~$3.2 billion in annual revenue, positioning it among the largest publicly traded traditional asset managers in the US.

• The acquisition adds ~$222 billion in AUM, expands investment capabilities, and brings a scaled CLO and alternative credit platform.

• First Eagle has demonstrated three consecutive years of positive net flows and strong investment performance, with 92% of rated mutual fund and ETF assets earning four or five stars from Morningstar as of July 2026.

• The transaction is expected to be approximately 35% accretive to 2027 adjusted earnings per share, inclusive of ~$280 million in net expense synergies.

• Closing is anticipated by the end of Q1 2027, subject to shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Shareholder approval is required for the equity issuance related to the acquisition; however, an alternative funding structure using perpetual preferred securities is available if approval is not obtained.

• A proxy statement will be filed and mailed to stockholders, urging them to review all materials before voting.

Board of directors and corporate governance

• The board will expand to 11 members, including two designees from Genstar Capital.

• Genstar Capital will own approximately 14.6% of the combined entity on a fully diluted basis, with voting interest capped at 4.9%.

• David Brown will continue as Chairman and CEO.