Victory Capital Holdings, Inc. filed a Form 8-K with the SEC on August 26, 2026, disclosing that it has entered into a definitive agreement to acquire First Eagle Investments from Genstar Capital in exchange for cash and stock consideration.

Key Highlights

  • Definitive agreement signed: Victory Capital Holdings entered into a definitive agreement with Genstar Capital to acquire First Eagle Investments.
  • Mixed consideration: The acquisition is structured as a combination of cash and stock consideration, according to the filing.
  • Closing conditions apply: The filing states the closing of the contemplated transactions is subject to customary closing conditions.
  • Stockholder vote expected: The company disclosed it intends to file a proxy statement, with a special stockholder meeting to be held to approve the share issuance related to the acquisition.
  • Proxy statement forthcoming: The company stated it intends to file a definitive proxy statement and certain other documents regarding the transaction with the SEC.

Victory Capital Discloses Plan to Bring First Eagle Into Its Asset Management Platform

According to the Form 8-K filed on August 26, 2026, Victory Capital Holdings, Inc. (NASDAQ:VCTR) announced via a press release issued the same day that it has entered into a definitive agreement with Genstar Capital whereby the company will acquire First Eagle Investments. The consideration consists of both cash and stock components, as further described in Exhibit 99.1, the press release attached to the filing. Victory Capital is a Delaware-incorporated asset management company headquartered at 15935 La Cantera Parkway, San Antonio, TX 78256.

The filing was made under Item 8.01 (Other Events) and notes that completion of the transaction remains subject to customary closing conditions. Because the deal involves an issuance of shares, the company disclosed that it will seek stockholder approval at a special meeting. In connection with that process, Victory Capital stated it intends to file a proxy statement and related documents with the SEC. The filing also noted that certain of the company's directors, executive officers, and other employees may be deemed participants in the proxy solicitation. Additional information regarding those participants is expected to be set forth in the proxy statement when it becomes available.

The filing's forward-looking statements are qualified by the cautionary language contained in the press release furnished as Exhibit 99.1. The Form 8-K was signed by Nina Gupta, Chief Legal Officer of Victory Capital Holdings, Inc., on August 26, 2026. The company's 2026 annual meeting proxy statement, referenced in the filing as a source for information on executive officers and directors, was filed with the SEC on March 27, 2026.

What Was Disclosed

Victory Capital Holdings disclosed a definitive agreement to acquire First Eagle Investments from Genstar Capital for cash and stock consideration. The transaction requires stockholder approval of the share issuance and is subject to customary closing conditions. A proxy statement filing is planned.