Victory Capital (VCTR) Proxy filing summary

Executive summary

• Agreement signed Aug. 25, 2026 to acquire First Eagle through a two-step merger; First Eagle becomes a wholly owned subsidiary at closing. Target closing: by end of Q1 2027, subject to conditions.

• Base purchase price $7.03B, subject to adjustments; $2B share consideration priced at $116.26 per share. At least 40% of total consideration must be paid in shares.

• Consideration includes cash, common stock equal to 4.9% of post-issuance common shares, and Series B convertible preferred stock; board cited complementary credit capabilities, broader distribution and expected cost synergies and EPS accretion.

• Cash consideration is expected to be funded substantially with new debt; committed facilities include up to $3.5B incremental term loans, $950M bridge financing and a $200M revolver.

Voting matters and shareholder proposals

• Special-meeting votes: approve the share issuance and authorize adjournment, if needed, to seek additional proxies; directors unanimously recommend FOR both proposals.

• Share issuance approval requires a majority of common shares present or represented and entitled to vote; abstentions count against, while broker non-votes have no effect.

• Nasdaq approval is required because potential common shares issued, including upon preferred conversion, reach at least 20% of pre-issuance common shares; approval is not a closing condition.

• If approval fails, common and Series B preferred issuance is capped at 19.9% of pre-closing common shares on an as-converted basis; remaining share consideration is perpetual preferred stock, with an option to substitute cash subject to limits.

Board of directors and corporate governance

• At closing, Genstar Holder may designate two directors, reasonably acceptable to the board; the post-closing board is expected to have 11 directors.

• Nomination rights step down to one director when the holder owns 33%–50% of its original share amount; a holder designee may serve on board committees while nomination rights remain.

• For three years after closing, the holder is subject to a lock-up and standstill, including a 4.9% ownership limit during the standstill; after it expires, a 24.9% voting-security cap applies, subject to specified exceptions.