Amundi and Amundi Asset Management SAS filed a Form 4 with the SEC on October 29, 2026, disclosing a transaction dated October 28, 2026, in which Amundi AM exchanged 100,000 shares of Common Stock for 100,000 shares of non-voting convertible Preferred Stock in Victory Capital Holdings, Inc. (NASDAQ:VCTR).

Key Highlights

  • Transaction date: October 28, 2026, Amundi AM disposed of 100,000 shares of Common Stock and acquired 100,000 shares of Preferred Stock in a one-for-one exchange under the Shareholder Agreement.
  • Post-transaction Common Stock ownership: Following the exchange, the reporting persons hold 2,854,924 shares of Common Stock indirectly.
  • Post-transaction Preferred Stock ownership: Following the exchange, the reporting persons hold 20,136,821 shares of Preferred Stock indirectly.
  • Reporting persons: The filing is made jointly by Amundi S.A. and its wholly-owned subsidiary Amundi Asset Management SAS, both headquartered at 91-93 Boulevard Pasteur, Paris, France 75015, and each identified as a Director and 10% Owner of the issuer.
  • Transfer restriction: According to the filing, the reporting persons are not permitted to transfer shares of Common Stock or Preferred Stock beneficially owned by them until April 1, 2028, subject to certain exceptions.
  • Board representation: The filing states that on April 1, 2025, the issuer appointed two individuals designated by Amundi AM to its board of directors under the terms of the Shareholder Agreement.

Amundi's October 2026 Common-to-Preferred Exchange at Victory Capital

According to the filing, the October 28, 2026 transaction reflects Amundi AM exercising its right under the Shareholder Agreement to cause Victory Capital Holdings to issue shares of Preferred Stock in exchange for an equal number of shares of Common Stock. The exchange was executed on a one-to-one basis, with 100,000 shares of Common Stock disposed of and 100,000 shares of Preferred Stock acquired. The filing notes this right and the related exchange mechanics are set out in the Shareholder Agreement entered into on April 1, 2025.

The filing describes the background of the relationship: on April 1, 2025, Amundi AM contributed all issued and outstanding equity interests of Amundi Holdings US, Inc. to Victory Capital in exchange for 3,293,471 shares of Common Stock, representing 4.9% of total Common Stock outstanding after issuance, and 14,305,982 newly issued shares of non-voting convertible Preferred Stock. A post-closing adjustment on May 16, 2025 added 5,436,318 shares of Preferred Stock, and a further adjustment on August 1, 2025 resulted in Amundi AM forfeiting 44,026 shares of Preferred Stock.

The filing also discloses that by virtue of Voting Agreements with Crestview Victory, L.P., Crestview Advisors, L.L.C., certain officers of the issuer, and an Employee Shareholders Committee, the reporting persons may be deemed to beneficially own securities held by those parties. The Preferred Stock, the filing explains, is not convertible at the option of the holder and converts into Common Stock only upon specific qualifying transfer events described as "Automatic Transfer Conversion," each on a one-to-one basis.

What Was Disclosed

The filing reported a October 28, 2026 exchange by Amundi AM of 100,000 Common Stock shares for 100,000 Preferred Stock shares in Victory Capital Holdings, Inc. (NASDAQ:VCTR), leaving the reporting persons with 2,854,924 Common Stock shares and 20,136,821 Preferred Stock shares held indirectly.