Victory Capital Holdings, Inc. filed a DEFA14A and concurrent Form 8-K on November 6, 2026, providing supplemental disclosures to its definitive proxy statement in response to two stockholder lawsuits and demand letters related to the company's planned acquisition of First Eagle.

Key Highlights

  • Base purchase price: Victory Capital disclosed a base purchase price of $7.03 billion for the acquisition of First Eagle, subject to adjustment as described in the Merger Agreement.
  • Share consideration: The share component of the consideration has an aggregate value of $2 billion, based on a per-share price of $116.26 as set forth in the Merger Agreement.
  • Common stock issuance: Newly issued Victory common stock will represent 4.9% of issued and outstanding shares after giving effect to such issuance, alongside cash and newly issued Series B Non-Voting Convertible Preferred stock.
  • Two lawsuits filed: As of November 6, 2026, two complaints were filed in the Supreme Court of the State of New York, New York County: Wright v. Victory Capital Holdings, Inc. (Index No. 656101/2026, filed October 27, 2026) and Taylor v. Victory Capital Holdings, Inc. (Index No. 656139/2026, filed October 28, 2026).
  • Company position: Victory stated it "believes that the allegations contained in the Litigation Matters are without merit" and that "no further disclosures are required to supplement the Proxy Statement under applicable laws."
  • Special Meeting scheduled: A special meeting of Victory stockholders is set for November 17, 2026, at 8:00 a.m. Eastern Time.
  • Board recommendation: The Victory board continues to recommend that stockholders vote "FOR" the proposals described in the Proxy Statement.

Victory Capital's First Eagle Acquisition and Supplemental Proxy Filings

Victory Capital Holdings, Inc. (NASDAQ:VCTR), a Delaware-incorporated investment management company headquartered in San Antonio, Texas, originally disclosed on August 25, 2026, that it had entered into an Agreement and Plan of Merger to acquire First Eagle through a two-step merger structure. Under that structure, Merger Sub 1, a wholly owned Victory subsidiary, would merge with and into First Eagle, followed by First Eagle merging with and into Merger Sub 2, also a wholly owned subsidiary, leaving First Eagle as a wholly owned subsidiary of Victory. The company filed its preliminary proxy statement on October 2, 2026, and its definitive proxy statement on October 16, 2026, in connection with the required share issuance vote.

The November 6, 2026 filing disclosed that two stockholder complaints had been filed in the Supreme Court of the State of New York, New York County. The plaintiffs in both the Wright and Taylor cases alleged that the defendants caused a materially incomplete and misleading proxy statement to be filed, asserting claims for "alleged negligent misrepresentation and concealment and negligence under New York common law," according to the filing. Requested remedies include enjoining the transaction, rescission if the transaction closes, damages, and attorney fees. Victory also received demand letters from additional purported stockholders raising similar allegations about proxy disclosures.

According to the filing, Victory determined to voluntarily make supplemental disclosures "in order to avoid the risk of the Litigation Matters delaying or adversely affecting the contemplated acquisition and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing." The supplemental materials amend the section of the Proxy Statement addressing the financial analyses of PJT Partners LP, Victory's financial advisor, beginning on page 46. The filing states that "nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein."

What Was Disclosed

Victory Capital filed definitive additional proxy materials on November 6, 2026, providing supplemental disclosures to its proxy statement amid two New York stockholder lawsuits and multiple demand letters, all related to its planned $7.03 billion acquisition of First Eagle. The company denied all allegations and stated the supplements do not change the merger consideration or Special Meeting timing.