Victory Capital (VCTR) Proxy filing summary

Executive summary

• Proposed two-step merger would make First Eagle a wholly owned subsidiary; base purchase price is $7.03 billion, subject to adjustments including funded debt and debt-like items.

• PJT Partners’ supplemental DCF details show standalone implied equity value of $7.89–$9.90 billion for the acquirer and adjusted enterprise value of $6.05–$7.62 billion for First Eagle, assuming no synergies.

• PJT Partners’ analyses used ~84.2 million fully diluted common and Series A preferred shares as of Aug. 4, 2026; the disclosed acquirer per-share DCF range was $93.75–$117.75 versus an Aug. 24 closing price of $116.

Voting matters and shareholder proposals

• Special meeting remains scheduled for Nov. 17, 2026, at 8:00 a.m. ET, virtually; the Board continues to recommend voting FOR all proposals.

• Supplemental disclosures do not change the consideration payable to First Eagle Seller or the special-meeting timing.

Board of directors and corporate governance

• Two stockholder lawsuits name the Board and allege proxy-statement disclosure deficiencies; the Board’s recommendation remains unchanged after supplemental disclosures.