DEF 14A of Victory Capital Holdings, Inc., Mar 27, 2026

DEF 14A of Victory Capital Holdings, Inc.

Filed Mar 27, 2026 · FY20250001193125-26-127653

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF CLASS II DIRECTORS

    PROPOSAL 1: ELECTION OF CLASS II DIRECTORS

  2. General

    General Victory’s Board of Directors currently consists of nine members. The Board is divided into three classes and each Class typically has three members each: Class I, Class II and Class III. Class III directors are serving for a term expiring at the 2027 annual meeting, Class I directors are serving for a term expiring at the 2028 annual meeting and Class II directors are serving for a term expiring at the Annual Meeting. At each succeeding annual meeting of the stockholders, successors to the class of directors whose term expires at that annual meeting will be elected for a three-year term. Our bylaws permit our Board of Directors to establish by resolution the authorized number of directors. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors.

  3. Nominees for Class II Directors

    Nominees for Class II Directors Three candidates have been nominated for election as Class II directors at the 2026 Annual Meeting for a three-year term expiring in 2029. Upon the recommendation of the Nominating Committee, the Board has nominated Celine Boyer-Chammard for election and Mary Jackson, and Alan H. Rappaport for re-election as Class II directors. Biographical information about each of the nominees is contained in the following section. A discussion of the qualifications, attributes and skills of each nominee that led our Board of Directors and the Nominating Committee to the conclusion that he/she should continue or be elected to serve as a director follows each of the director and nominee biographies. If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Ms. Boyer-Chammard and re-election of Ms. Jackson, and Mr. Rappaport. Each of Mses. Boyer-Chammard and Jackson and Mr. Rappaport have accepted such nomination; however, in the event that a nominee is unable or declines to serve as a director at the time of the 2026 Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board of Directors to fill such vacancy. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy card or when you vote by telephone or over the Internet. If you are a beneficial owner holding your shares in street name and you do not give voting instructions to your broker, bank or other intermediary, that organization will leave your shares unvoted on this matter. The Board of Directors recommends a vote “FOR” the election of Celine Boyer-Chammard, Mary Jackson, and Alan H. Rappaport.

  4. Information Regarding the Class II Director Nominees and the Other Members of the Board of Directors

    Information Regarding the Class II Director Nominees and the Other Members of the Board of Directors The names of the proposed director nominees and the remaining members of our Board of Directors, their respective ages, their positions with Victory and other biographical information as of March 27, 2026, are set forth below. To our knowledge, there are no family relationships among any of our directors or executive officers.

  5. Class II Director Nominees

    Class II Director Nominees

  6. Class II Director Nominees

    | Name | Age | Position | | Celine Boyer-Chammard | 55 | Director | | Mary Jackson | 59 | Director | | Alan H. Rappaport | 73 | Director |

  7. Other Members of the Board of Directors

    Other Members of the Board of Directors

  8. Other Members of the Board of Directors

    | Name | Age | Position | | David C. Brown | 53 | Chairman and Chief Executive Officer | | Richard M. DeMartini | 73 | Director | | Robert V. Delaney, Jr. | 68 | Director | | Karin Hirtler-Garvey | 69 | Director | | Dominique Carrel-Billiard | 59 | Director | | Lawrence Davanzo | 73 | Director |

  9. Additional Information Regarding the Class II Director Nominees

    Additional Information Regarding the Class II Director Nominees Celine Boyer-Chammard joined our Board of Directors in April 2025. Ms. Boyer-Chammard joined Amundi in 2022 and heads Amundi’s Transformation and Organization Division, which oversees the Transformation, CSR, Marketing and Products, Communications and General Services departments, and has held that position since 2022. Prior to joining Amundi, from 1996 to 2022, she was a Managing Director and Partner at The Boston Consulting Group (BCG) and worked in the Paris, Cologne and Boston offices. At BCG, she specialized in the strategic, technological and sustainable transformation of financial institutions. In particular, she worked with the Crédit Agricole Group and Amundi for several years. She holds a MSc from l’Ecole Polytechnique and l’Ecole Nationale des Ponts et Chaussées. She also holds a MBA from INSEAD. The Board of Directors believe that Ms. Boyer-Chammard’s extensive experience in the financial services industry provides her with the qualifications and skills to serve on the Board. Mary Jackson joined our Board of Directors in January 2023. Retired in July 2020, Vice Admiral Jackson began her career as a Surface Warfare Officer serving on and off Navy warships. During her more than three decades in the United States Navy, Vice Admiral Jackson achieved command of the USS McFAUL (DDG 74), an Arleigh Burke class destroyer. She subsequently commanded the Navy’s largest Navy base, Naval Station Norfolk, where she oversaw operational and service industries and managed the Navy’s relationship with local agencies, surrounding communities, and national media. Upon selection as a Flag Officer, Vice Admiral Jackson served as Commander, Navy Region Southeast and as Commander, Navy Installations Command, where she was accountable for all Navy installations worldwide. Her skills leading operations on a global scale bring significant value to the Victory Capital board. Her experience includes the development of strategic plans, policymaking, resourcing, and oversight and compliance. Vice Admiral Jackson’s qualifications include a focus on business continuity, integration and sustainability metrics, digital transformation and compliance through data-driven audit analytics, and innovation and risk-based assessment. She brings extensive experience cultivating key partnerships and collaborating across the Congress and the Department of Defense, federal and local government agencies, industry and host nations, FEMA, the EPA, and law enforcement and local communities. Her executive experience includes leading diverse, inclusive teams to consistently drive results, implement change, and exceed organizational goals and objectives. Vice Admiral Jackson brings dynamic leadership discipline and experience overseeing large-scale operations, contingency planning, risk mitigation, and strategic transformation. In her role as an executive-level advisor, she has provided consulting services to facilitate boardroom diversity, governance, and oversight. Vice Admiral Jackson holds a bachelor’s degree in Physics with an emphasis in Oceanography from the United States Naval Academy and a Master of Engineering Management degree from George Washington University. Alan H. Rappaport joined our Board of Directors at the time of our acquisition from KeyCorp in August 2013. Mr. Rappaport was formerly the President of Bank of America’s Private Bank. Prior to Bank of America, Mr. Rappaport served as a Managing Director of the Chase Global Private Bank and a Partner of the Beacon Group. Mr. Rappaport also spent 17 years with CIBC Oppenheimer, where he was the senior executive responsible for the Asset Management Division. Mr. Rappaport has served as an adjunct professor of finance at New York University’s Stern School of Business and a lecturer at Stanford University’s Graduate School of Business. Previously, Mr. Rappaport had served as Chairman of the Board of Trustees of GuideStar, trustee of NYU Langone Medical Center, trustee of the American Museum of Natural History and national co-chair of the Duke University Parents Committee. He is currently a member of the Council on Foreign Relations and serves on the boards of directors of PIMCO multifund complex. Mr. Rappaport earned a Master of Business Administration from Stanford University and a Bachelor of Arts from Harvard University. Mr. Rappaport’s qualifications to serve on our Board of Directors include the knowledge, leadership and experience gained in over 40 years of working in the investment management business of a large global, complex asset management organization, including serving as President of Bank of America’s Private Bank. Mr. Rappaport’s leadership and experience in academia provide our Board of Directors with a unique perspective and in-depth understanding of issues concerning international finance, economics and public policy.

  10. Additional Information Regarding the Other Members of the Board of Directors

    Additional Information Regarding the Other Members of the Board of Directors David C. Brown has served as our Chief Executive Officer since our acquisition from KeyCorp in August 2013 and Chairman of our Board of Directors since April 2014. He joined our Board of Directors upon its formation. Mr. Brown serves as Chairman and Chief Executive Officer of Victory Capital Management Inc. (VCM), our wholly owned registered investment adviser, responsible for the development, execution, and oversight of firm strategy. He is Chairman of the VCM investment committee and a member of the Boards of Trustees for Victory Portfolios I, II, III and IV. Mr. Brown joined the firm in 2004 and has held multiple senior level positions, including President and Chief Operating Officer prior to his current role. Before joining Victory, Mr. Brown spent five years at Gartmore Global Investments, Inc. in a number of senior management positions including Chief Financial Officer and Chief Operating Officer of Gartmore Emerging Managers, LLC. Prior to joining Gartmore, he worked for Ernst & Young LLP as a manager in the Assurance & Advisory Business Services unit focusing on investment management businesses. Mr. Brown holds a Bachelor of Arts degree in political science with an emphasis on accounting from Ursinus College and a Master of Business Administration from Case Western Reserve University. Mr. Brown is a Board Member on the Ursinus College Board of Trustees. Previously, he served on the San Antonio Airport System Development Committee and on the Boards of directors for Alderwood Partners LLP, Cerebellum Capital, the Summa Health Systems of Ohio Investment Committee, and JumpStart of Ohio. Mr. Brown was formerly a member of the Bluecoats, Inc. of Cuyahoga County, OH and was selected as a 40 under 40 award winner by Crain’s Cleveland Business. He is a Certified Public Accountant (inactive). Mr. Brown’s extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including tenure overseeing our strategic direction as Chief Executive Officer, brings valuable industry-specific knowledge and insights to our Board of Directors. Mr. Brown has also overseen several transactions in the asset management sector during his tenure with us. He has significant expertise in identifying, structuring and executing strategic acquisitions, as well as in managing boutique firms post-acquisition. These skills, combined with Mr. Brown’s extensive knowledge of our business and our industry, enable him to provide valuable insights to our Board of Directors on our strategic direction. Richard M. DeMartini joined our Board of Directors at the time of our acquisition from KeyCorp in August 2013. Mr. DeMartini joined Crestview as a partner in 2005 and retired as a partner to become a vice chairman in 2021. Prior to Crestview, Mr. DeMartini served as president of the Bank of America Wealth and Asset Management Group from March 2001 until December 2004. At Bank of America, Mr. DeMartini was responsible for all wealth and asset management activities and oversaw approximately $400 billion in assets under management. He was also a member of Bank of America’s operating committee. Prior to Bank of America, Mr. DeMartini retired from Morgan Stanley where he served as chairman and CEO of the international private client group. His 26-year career at Morgan Stanley included roles as president of individual asset management and co-president of Dean Witter & Company, Inc. and chairman of Discover Card. He was also a member of the Morgan Stanley management committee. Mr. DeMartini is a former director of Capital Bank Financial and Fidelis Insurance Holdings and was a founding member of Partners Capital. He is also a trustee and former President and chairman of the Whitney Museum of American Art. Mr. DeMartini has served as chairman of the board of the Nasdaq Stock Market and vice chairman of the board of directors of the National Association of Securities Dealers, Inc. Mr. DeMartini received a Bachelor of Arts from San Diego State University. Mr. DeMartini’s qualifications to serve on our Board of Directors include his in-depth knowledge and operating experience in financial services, particularly in the asset and wealth management sectors, having held senior executive positions at major institutions. In addition, Mr. DeMartini has significant experience as a director on the boards of public and private companies. He provides the Board of Directors with a valuable perspective on global investment management and capital markets and has extensive experience in assessing value, strategy and risks related to potential acquisitions. Robert V. Delaney, Jr. joined our Board of Directors in May 2022. Mr. Delaney joined Crestview Partners as a partner and managing director in 2007 and is an officer of the company. Mr. Delaney is also a member of Crestview’s investment committee. Prior to joining Crestview, Mr. Delaney was a partner at Goldman Sachs where he served in a variety of leadership positions, including head of the private equity business in Asia and head of the global leveraged finance group. Mr. Delaney helped expand Goldman’s private equity business in Asia by establishing the private equity business in Japan and then leading the private business for all of Asia. During Mr. Delaney’s leadership of the leveraged finance group, Goldman Sachs became one of the market leaders in high yield debt and leveraged loans. Mr. Delaney began his career as a CPA at Arthur Anderson. He received an M.B.A. with high distinction from Harvard Business School where he was a Baker Scholar. He received an M.S. in Accounting with distinction from NYU Stern School of Business and a B.A. from Hamilton College. Mr. Delaney also serves on the board of Upwell Water. He is a vice chairman and trustee of Hamilton College where he also is chair of the investment committee which manages the college’s endowment. Mr. Delaney’s qualifications to serve on the company’s Board of Directors include his extensive transactional, investment baking and private equity experience, having held senior executive positions at major institutions. With his financial background, he adds to the existing collective knowledge and experience of the Board of Directors. Mr. Delaney has broad experience in analyzing and monitoring companies, including board experience through various public and private directorships he has held and currently holds. Karin Hirtler-Garvey joined our Board of Directors in October 2014. Ms. Hirtler-Garvey has over twenty years of experience as a board director in diversified industries and over 35 years of leadership experience in the financial services industry, preceded by eight years in public accounting as a CPA licensed in New Jersey. Ms. Hirtler-Garvey is currently a director at PhenixFIN Corporation where she serves as the Audit Committee Chair and as a member of the Nominating and Governance Committee and the Compensation Committee, and USAA Federal Savings Bank, where she formerly served on the Audit, Technology and Compensation Committees and currently serves as the Risk Committee Chair, and as a member of the Nominating and Governance and Compliance Special Committees. Ms. Hirtler-Garvey also serves on two additional private company boards. Previously, Ms. Hirtler-Garvey served as a director and Audit Committee Chair at Residential Capital LLC, a director and a member of the Audit Committee and Risk Committee for Validus Holdings, Ltd, a

  11. Additional Information Regarding the Other Members of the Board of Directors

    director at Aeropostale, Inc., where during her tenure she served in various roles including as Chairman of the Board of Directors, the Lead Independent Director, Audit Committee Chair and a member of the Nominating and Governance Committee, a director at Western World Insurance Company, where she served as the Audit Committee Chair and a member of the Compensation Committee and Pension Committee and as a director at StarStone Specialty Insurance Company. Ms. Hirtler-Garvey was previously Chief Risk Officer at Ally Financial (formerly GMAC) and held a broad range of leadership positions at Bank of America and its predecessor NationsBank and a broad range of mid-level assignments at J.P. Morgan in both the finance and risk groups. Prior to this, she worked for eight years at Ernst & Young LLP with a focus on banking, insurance, garment industry and technology clients. Ms. Hirtler-Garvey earned a Bachelor of Science from Fairleigh Dickinson University. Ms. Hirtler-Garvey brings executive experience from large national and international, diversified financial services companies providing traditional banking, real estate, insurance and asset management services and through her service on other public company boards. Ms. Hirtler-Garvey provides our Board of Directors with unique insight and perspective to its oversight of our global operations, corporate governance and risk management. She qualifies as an “audit committee financial expert” under the rules and regulations of the SEC. Dominique Carrel-Billiard joined our Board of Directors in April 2025. Mr. Carrel-Billiard serves as Amundi’s Head of Real and Alternative Assets, a position he has held since September 2020. Prior to that, Mr. Carrel-Billiard headed Amundi’s Institutional Division. Before joining Amundi in 2016, Mr. Carrel-Billiard was Chief Executive Officer of La Financiere de l’Echiquier from 2014 to 2016, a French boutique asset manager with a European equity focus and estimated assets under management totaling €8 billion. He also served as Chief Executive Officer of AXA Investment Managers Group from 2006 to 2013, a global multi-expertise asset management group with assets of €550 billion at the time, providing services in liquid markets (equities, fixed income, multi-asset), as well as private markets (private equity and real estate). Mr. Carrel-Billiard had served as Senior Vice President Business Support and Development at the AXA Group between 2004 and 2006. Starting his career in 1987 at Credit Commercial de France in Mergers and Acquisitions, Mr. Carrel-Billiard subsequently served as a partner at McKinsey & Company for twelve years, focusing mostly on serving financial institutions. Mr. Carrel-Billiard is a graduate from HEC (Hautes Etudes Commerciales - Paris) and holds an MBA from Harvard Business School. The Board of Directors believe that Mr. Carrel-Billiard’s extensive experience in the financial services and asset management industry provides him with the qualifications and skills to serve on the Board. Lawrence Davanzo joined our Board of Directors in October 2014. Mr. Davanzo most recently served as President of Wilshire Associates Incorporated, overseeing the asset management areas of the firm, and as Vice Chairman of the Board of Directors of Wilshire and on its executive committee until his retirement in 2012. He first joined Wilshire in 1978 and rejoined in October 2004. During his tenure at Wilshire, he founded Wilshire’s Pension Consulting business and built the firm’s Funds Management Group. With over $70 billion in assets under management, or AUM, for financial intermediaries, Funds Management became the firm’s primary source of revenue growth. He also served as President of the firm’s mutual fund complexes. During Mr. Davanzo’s career, he also founded Asset Strategy Consulting and served as its managing director from February 1991 to February 2000. Mr. Davanzo earned a Bachelor of Business Administration (B.B.A.) and a Masters of Science degree in Finance (M.S.) at the University of Wisconsin-Madison. Mr. Davanzo’s qualifications to serve on our Board of Directors include the knowledge and experience gained in the combination of more than 40 years of asset management experience through his extensive career at Wilshire Associates and also managing and running his own investment consulting firm. This allows him to bring to the Board of Directors a deep understanding of issues associated with operating a business and the importance of client service and customer satisfaction unique to the asset management business.

  12. Director Compensation

    Director Compensation All of our directors who are not employed as our executive officers are eligible to earn compensation, payable quarterly in arrears, for their service on our Board of Directors and on committees of our Board of Directors. Compensation is paid on a pro-rata basis from or through the date these services begin or end. For 2025, non-employee and independent directors received annual compensation of $230,000 for their service on our Board of Directors, $20,000 to $30,000 for service as the chair of a committee of our Board and $10,000 to $15,000 for service as a member of a committee of our Board. Each director, other than Ms. Boyer-Chammard and Mr. Carrel-Billiard, received $115,000 of their total annual compensation in restricted stock awards for shares of the Company’s Common Stock that were fully-vested on the grant date, and had the opportunity to elect to receive all or a portion of their remaining total annual compensation in cash, in restricted stock awards for shares of the Company’s Common Stock that were fully-vested on the grant date, or in the Victory Capital Holdings, Inc. Directors Deferred Compensation Plan (the “VCH Director DC Plan”). In connection with their appointment to the Board of Directors in April 2025, Ms. Boyer-Chammard and Mr. Carrel-Billiard elected to waive any right to compensation from the Company. We also reimburse our directors for reasonable and necessary out-of-pocket expenses incurred in attending Board and committee meetings of our Board. Except as described above, we currently have no other formal arrangements under which our directors receive compensation for service to the Board of Directors or its committees. The following table sets forth information concerning director compensation earned during the year ended December 31, 2025.

  13. Director Compensation

    | Name | Fees Earned or Paid in Cash($) | Stock Awards ($)(1) | All Other Compensation($) | Total ($)(2) | | Lawrence Davanzo(3) | 140,000 | 115,000 | - | 255,000 | | Robert V. Delaney, Jr.(4) | 125,000 | 115,000 | - | 240,000 | | Richard M. DeMartini(5) | 145,000 | 115,000 | - | 260,000 | | Karin Hirtler-Garvey(6) | 148,450 | 115,000 | - | 263,450 | | Robert J. Hurst(7) | 31,250 | 28,750 | - | 60,000 | | Mary Jackson(8) | 125,000 | 115,000 | - | 240,000 | | Alan H. Rappaport(9) | 150,000 | 115,000 | - | 265,000 | | Dominique Carrel-Billiard (10) | - | - | - | - | | Celine Boyer-Chammard (10) | - | - | - | - |

  14. Director Compensation

    (1) Represents director compensation earned in 2025 and settled with quarterly grants of restricted stock awards for shares of the Company’s Common Stock, which were fully-vested as of the grant date. The price of the shares of Common Stock was based on the closing price of Common Stock on the grant date. The grant date fair value of each quarterly restricted stock award issued for director compensation earned in 2025 was $28,750. (2) Represents total director compensation earned in 2025. (3) Represents $230,000 for Board service, $15,000 for Audit Committee service and $10,000 for Compensation Committee service. (4) Represents $230,000 for Board service and $10,000 for Compensation Committee service. (5) Represents $230,000 for Board service, $20,000 for Nominating Committee service and $10,000 for Compensation Committee service. In 2025, Mr. DeMartini elected to receive $30,000 of the director compensation payable in cash in grants of restricted stock awards for shares of Common Stock, which were fully vested as of the grant date. (6) Represents $230,000 for Board service, $30,000 for Audit Committee service and $3,450 for Nominating Committee service beginning on August 27, 2025. (7) Represents $57,500 for Board service and $2,500 for Nominating Committee service. In 2025, Mr. Hurst elected to receive $31,250 of the director compensation payable in cash in grants of restricted stock awards for shares of Common Stock, which were fully vested as of the grant date. Mr. Hurst retired effective April 1, 2025 and received awards in full for services rendered during the first quarter of 2025. (8) Represents $230,000 for Board service and $10,000 for Nominating Committee service. (9) Represents $230,000 for Board service, $20,000 for Compensation Committee service and $15,000 for Audit Committee service. In 2025, Mr. Rappaport elected to receive $150,000 of the director compensation payable in cash in grants of restricted stock awards for shares of Common Stock, which were fully vested as of the grant date. Ms. Boyer-Chammard and Mr. Carrel-Billard have elected to waive any right to any compensation from the Company in connection with their services as a non-employee director of the Company.

  15. Company Overview: 2025 Financial Performance and Strategic Performance

    Company Overview: 2025 Financial Performance and Strategic Performance Victory Capital is a diversified global asset management firm with total client assets of $316.6 billion, assets under management (“AUM”) of $313.8 billion and other assets of $2.8 billion as of December 31, 2025. During 2025, we closed on a reciprocal 15-year distribution agreement with Amundi Global that combined the Amundi US business into Victory Capital, and Amundi Global became a strategic shareholder of Victory, which added significantly to our AUM. Our differentiated business platform combines boutique investment qualities of traditional and alternative investment managers with the benefits of an integrated, centralized (not standardized) operating and distribution platform. Victory Capital provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors. With 8 Investment Franchises and a Solutions platform, Victory Capital offers a wide array of investment products and services, including mutual funds, ETFs, separately managed accounts, alternative investments, third-party ETF model strategies, collective investment trusts, private funds, a 529 Education Savings Plan, and brokerage services. Our Company’s performance was strong during 2025 as reflected in our investment, financial and strategic results: Shareholder Return Performance:We have delivered meaningful Total Shareholder Return (TSR) over the past five years, outperforming the S&P 500 Index and a custom peer group of asset management firms comprised of Affiliated Managers Group, Inc., Artisan Partners Asset Management Inc., Acadian Asset Management and Virtus Investment Partners, Inc. The graph assumes that $100 was invested at the market close on December 31, 2020 in our common stock, the S&P 500 Index and the peer group and assumes reinvestment of any dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance. Investment Performance: Our investment performance — which is the best indicator of our ability to deliver superior results for clients and ultimately shareholders — continued to be strong with 65% of mutual fund and ETF AUM earning four or five star overall Morningstar ratings as of December 31, 2025. This was broadly diversified across 54 different products. 42% of our AUM in mutual funds and ETFs were ranked in the top quartile by Morningstar over a three-year period. As of December 31, 2025, 78% of our strategies by AUM had returns in excess of their respective benchmarks over a ten-year period, 68% over a five-year period, 63% over a three-year period, and 63% over a one-year period. On an equal-weighted basis, 68% of our strategies outperformed their benchmarks over a ten-year period, 69% over a five-year period, 62% over a three-year period, and 60% over a one-year period. All figures as of December 31, 2025 Financial Performance: Our financial performance was record breaking relative to prior years and strong relative to the industry environment as measured by revenues, earnings, and capital returned to our shareholders, reflecting, in part, the transaction with Amundi US as well as strong overall performance. All figures as of December 31, 2025 Financial Performance: Our financial performance was record breaking relative to prior years and strong relative to the industry environment as measured by revenues, earnings, and capital returned to shareholders. (1) Values in this section are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Appendix A Strategic Performance: Our performance versus key strategic objectives was also strong during 2025. In particular: • We closed our strategic transaction with Amundi Global to combine their U.S. operations into Victory Capital and established a 15-year global distribution agreement making Victory the exclusive provider of traditional U.S. manufactured active asset management products for Amundi Global outside of the U.S., where Amundi Global has a local presence in 35 countries and 550 sales professionals across geographies. We now serve investors located in more than 60 countries around the world. As of December 31,2025, 17% of our AUM was managed on behalf of clients outside of the United States. • We successfully onboarded Pioneer Investments as our 8th and largest Investment Franchise with $132 billion in AUM as of year-end. Pioneer Investments further diversifies and strengthens Victory’s overall product offerings across Equity, Multi-Asset, and Fixed Income asset classes. Pioneer contributed over $31 billion in gross sales and was $2 billion in positive net flows since Apri 1, 2025, the date of the Amundi US transaction. • We increased our pre-deal net expense synergy target of $100 million to $110 million to be realized within 24 months of closing. At year-end, $97 million in net expense synergies have been realized on a run rate basis. We are on track to achieve our full $110 million target in 2026, ahead of our original timeline. • We continued to advance our product development initiatives with the development of three new ETFs, two UMA extensions, and the launch of five new UCITS funds in partnership with Amundi Global. • We strengthened our balance sheet to increase flexibility and support our overall M&A strategy. We accumulated cash and reduced our leverage ratio from 1.7x in Q4 2024 to 1.0x in Q4 2025. • We retained key talent from the former Amundi US team with emphasis on organizational depth and leadership planning. • We continued to invest for future growth in our distribution platforms and in strategic areas including data and analytics, digital marketing, technology, product development and strategic hiring in a number of areas.

  16. 2025 Executive Pay Decisions

    | | 2025 | | | | | | | | | Incentives | | | | NEO | Base Salary | Cash Bonus | Victory RSAs | Total | Total Annual Compensation | | David C. Brown | 600,000 | 5,600,000 | 6,800,000 | 12,400,000 | 13,000,000 | | Michael D. Policarpo | 450,000 | 2,100,000 | 4,150,000 | 6,250,000 | 6,700,000 | | Thomas M. Sipp (1) | 500,000 | 850,000 | 2,650,000 | 3,500,000 | 4,000,000 | | Nina Gupta | 400,000 | 1,200,000 | 1,800,000 | 3,000,000 | 3,400,000 | | Mannik S. Dhillon | 325,000 | 900,000 | 1,100,000 | 2,000,000 | 2,325,000 |

  17. Compensation Program Governance

    | What We Don’t Do | | | | × | Limited Perks | We do not provide any material perquisites to NEOs. | | × | No Excise Tax Gross-Ups | We do not provide excise tax gross-ups on change-in-control payments. | | × | No Hedging or Pledging of Company Shares | We do not permit our NEOs and directors to hedge or pledge their Company shares. | | × | No Single-Trigger Change in Control Benefits | We do not provide single-trigger change in control benefits; such benefits are provided under double-trigger circumstances only. | | × | No Special Health or Welfare Benefits | We do not provide special health or welfare benefits. Our NEOs participate in broad-based Company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees. |

  18. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities. The Compensation Committee has engaged Aon McLagan to serve as its independent compensation consultant. Aon McLagan has provided the Compensation Committee with guidance about competitive pay trends and pay levels, counsel related to executive compensation program practices and program design, and assistance in other related matters. The Compensation Committee has assessed the independence of Aon McLagan pursuant to SEC and Nasdaq rules, considering each of the factors set forth by the SEC and the Nasdaq with respect to a compensation consultant’s independence. Based on its evaluation of these factors, the Compensation Committee concluded that there were no conflicts of interest, and that Aon McLagan is independent. While the Compensation Committee took into consideration the review and recommendations of Aon McLagan as well as the practices of our compensation peer group when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

  19. Competitive Market Information

    Competitive Market Information The Compensation Committee determines executive compensation based on a holistic and balanced assessment of multiple factors, including our performance relative to financial and strategic objectives (viewed quantitatively and qualitatively), the individual NEO’s portfolio of responsibilities, performance and compensation paid in prior years, employee retention, turnover, and competitive market pay trends. The Compensation Committee believes that obtaining relevant market data is important because it serves as a reference point for making decisions and provides helpful external context. When making decisions about the structure and component mix of our NEOs’ compensation, the Compensation Committee takes into consideration the amounts, structure, and components of the executive compensation programs of other comparable companies, as derived from public filings, surveys and other sources, including materials provided by its independent compensation consultant. In assessing pay levels and practices of comparable companies, the Compensation Committee considers data from multiple peer groups, including: • Survey data for a broad range of publicly- and privately-owned asset management firms with assets under management (AUM) within a reasonable range of Victory’s current AUM. • Proxy statement data for the following publicly owned asset management firms:

  20. Competitive Market Information

    | Affiliated Managers Group, Inc. | Franklin Resources, Inc. |

  21. Competitive Market Information

    | AllianceBernstein Holding L.P. | Invesco Ltd. | | Artisan Partners Asset Management, Inc. | Janus Henderson Group plc | | BlackRock, Inc. | T. Rowe Price Group, Inc. | | Cohen & Steers, Inc. | Virtus Investment Partners, Inc. | | Federated Hermes | WisdomTree, Inc. |

  22. Competitive Market Information

    Consistent with best practices for corporate governance, the Compensation Committee completes an annual review of these peers and the associated competitive market information.

  23. Compensation Committee’s Use of Judgement in Determining Incentive Payouts

    Compensation Committee’s Use of Judgement in Determining Incentive Payouts As a global asset management firm, our revenues vary with the performance of financial markets. Holding all other variables constant, when, for example, equity or fixed income markets rise, our Company’s revenues increase. Conversely, when equity or fixed income markets decline, our Company’s revenues decrease. Given that financial market performance is both uncertain and outside of our management’s control, we believe that it would not be prudent to link our NEOs’ compensation to business results using rigid formulas or incentive payout scales. That is, with financial markets having a significant impact on our financial results, using rigid formulas and/or payout scales could have unintended consequences, such as overemphasizing short-term performance or inadvertently over-paying or under-paying our NEOs—regardless of the NEOs’ true impact on delivering results for our clients or shareholders. For these reasons, our Compensation Committee believes that holistic judgment is required to effectively evaluate our NEOs’ performance and determine their annual compensation. Our decision-making approach is rigorous, complex, time-consuming and deliberate, especially given that it involves isolating factors that were outside of management’s control (e.g., financial market impact on our revenues) from those that were within their control. As part of this approach, the Compensation Committee employs a consistent, structured process for: • Establishing financial/quantitative and strategic/qualitative objectives that will drive sustained increases in shareholder value • Reviewing performance versus these objectives at regularly scheduled meetings throughout the year • Referencing competitive market information provided by the compensation consultant, and executives’ prior year compensation • Reviewing Company and individual achievements with NEOs at these regularly scheduled meetings, and • After year end, determining total incentive awards for each NEO and the allocation of the total incentive award into cash bonus and equity components. The Compensation Committee strongly believes that, given the nature of our business, our shareholders benefit from an executive pay program that is based on a thoughtful, holistic, rigorous and deliberate decision-making process, rather than one that is based on rigid and inflexible formulas. IV.

  24. 2025 EXECUTIVE COMPENSATION

    | As our Chief Executive Officer, Mr. Brown is responsible for the development, execution, and oversight of the Company’s strategy. He provides experienced executive leadership to our team to deliver results to clients and shareholders. Mr. Brown sets the tone within the organization and oversees all aspects of our business, as well as engaging with clients and business partners. | | | | | 2025 Performance Assessment | | | | | Performance Component | Relative Weight for NEO Compensation Decision-Making | 2025 Performance Highlights | Compensation Committee’s Assessment versus Expectations | | Investment Performance | Significant | Under Mr. Brown’s leadership the Company generated strong overall investment performance for 2025, including: • 65% of total mutual fund and ETF assets under management have four or five star overall ratings with Morningstar, broadly diversified across 54 different mutual funds and ETFs. • 78% of the Company’s strategies by AUM had returns in excess of their respective benchmarks over a ten-year period, 68% over a five-year period, 63% over a three-year period, and 63% over a one-year period. • On an equal-weighted basis, 68% of the Company’s strategies outperformed their benchmarks over a ten-year period, 69% over a five-year period, 62% over a three-year period, and 60% over a one-year period. • 42% of the Company’s mutual fund and ETF AUM was ranked in the top quartile by Morningstar over a three-year period. • Awarded eight 2025 US LSEG Lipper Fund Awards based on risk-adjusted performance relative to peers. | Exceeds Expectations | | Financial Performance | Significant | In 2025, the Company under Mr. Brown’s leadership achieved record high levels of revenue, adjusted EBITDA, adjusted EBITDA margin, adjusted earnings with tax benefit, adjusted earnings with tax benefit per diluted share, share buybacks and declared the highest level of dividends in the Company’s history: • Assets under management were $314 billion; up 83% from 2024. During 2025, we closed on a reciprocal 15-year distribution agreement with Amundi Global that combined the Amundi US business into Victory Capital, and Amundi Global became a strategic shareholder of Victory, which added significantly to our AUM and contributed to our overall financial performance. | Exceptional Performance |

  25. 2025 EXECUTIVE COMPENSATION

    | Mannik Dhillon: President, Investment Franchises and Solutions; Head of ETFs (Head of Product/Strategy through end of October 2025) | | | | | Reporting to our Chief Executive Officer, the President, Investment Franchises and Solutions and Head of ETFs serves as a strategic resource to our independent investment franchises and is responsible for leading our Solutions and VictoryShares ETF platform. | | | | | 2025 Performance Assessment | | | | | Performance Component | Relative Weight for NEO Compensation Decision-Making | 2025 Performance Highlights | Compensation Committee’s Assessment versus Expectations | | Investment Performance | Significant | In 2025, with responsibilities leading our Investment Franchises and Solutions platform, which includes our ETF platform, investment results across strategy and asset class types generated strong overall investment performance, including: • 65% of total mutual fund and ETF assets under management have four or five star overall ratings with Morningstar, broadly diversified across 54 different mutual funds and ETFs. • 78% of the Company’s strategies by AUM had returns in excess of their respective benchmarks over a ten-year period, 68% over a five-year period, 63% over a three-year period, and 63% over a one-year period. • On an equal-weighted basis, 68% of the Company’s strategies outperformed their benchmarks over a ten-year period, 69% over a five-year period, 62% over a three-year period, and 60% over a one-year period. • Awarded eight 2025 US LSEG Lipper Funds Awards based on risk-adjusted performance relative to peers. • Strong performance across our 529 platform portfolios. • Fulcrum fees reached their highest levels, demonstrating sustained improvement in investment performance trends. | Exceeds Expectations |

  26. 2025 EXECUTIVE COMPENSATION

    In connection with joining the Company, the Committee made a sign-on grant to Mr. Sipp with a target value of $3,000,000 in the form of 48,701 RSUs in order to immediately align his interests with those of our shareholders and the other executive officers of the Company. Our Compensation Committee’s determinations of 2025 total incentives for each of our NEOs and the allocation of their 2025 total incentive between cash and equity components is shown below. These incentive amounts recognize that: • Our CEO and Company performed at an “Exceptional Performance” level in 2025, with investment performance rated as “Exceeds Expectations”, financial performance rated at “Exceptional Performance” and strategic performance rated at “Exceptional Performance”. In short, it was an extraordinary year for the Company. • Our Compensation Committee continues its long-standing approach of balancing the need to provide shareholders with superior financial returns and to provide employees with competitive compensation. • In setting the 2025 allocations between cash bonus and restricted stock, the Committee took into account the available share reserve levels, the value of individual NEOs’ unvested equity holdings and its retentive value, and other factors.

  27. 2025 EXECUTIVE COMPENSATION

    | | 2025 | | | | | | | | | Incentives | | | | NEO | Base Salary | Cash Bonus | Victory RSAs | Total | Total Annual Compensation | | David C. Brown | 600,000 | 5,600,000 | 6,800,000 | 12,400,000 | 13,000,000 | | Michael D. Policarpo | 450,000 | 2,100,000 | 4,150,000 | 6,250,000 | 6,700,000 | | Thomas M. Sipp (1) | 500,000 | 850,000 | 2,650,000 | 3,500,000 | 4,000,000 | | Nina Gupta | 400,000 | 1,200,000 | 1,800,000 | 3,000,000 | 3,400,000 | | Mannik S. Dhillon | 325,000 | 900,000 | 1,100,000 | 2,000,000 | 2,325,000 |

  28. Post-Employment Compensation

    Post-Employment Compensation Qualified Retirement Plans We offer a tax-qualified 401(k) defined contribution plan covering substantially all of our U.S. employees, including our NEOs. Eligible employees may make voluntary pre-tax and post-tax contributions to the 401(k) plan and, for employees who have completed at least one year of service, are eligible for matching company contributions in an amount equal to 100% of the first 6% of the employee’s eligible compensation contributed to the plan. The 401(k) plan also permits discretionary company contributions. All contributions to the 401(k) plan are subject to certain limitations under the Internal Revenue Code. Nonqualified Deferred Compensation Plan Messrs. Brown, Policarpo, Dhillon and Ms. Gupta currently participate in the Victory Capital Management Inc. Deferred Compensation Plan, or the NQDC Plan, a nonqualified deferred compensation plan maintained by us primarily for the benefit of a select group of management or highly compensated employees. Pursuant to the NQDC Plan, participants may elect to defer up to 100% of their base compensation and cash incentive compensation. The Company may provide a matching contribution, up to a limit, and may also provide a discretionary contribution. A participant is 100% vested in their deferral contributions when contributed and 100% vested in our matching contributions after three years of continuous service. All of our NEOs who participate are fully vested in their NQDC account balances as they have met the vesting criteria of three years of continuous service. Change In Control and Severance Provisions We believe that the possibility of a change in control creates uncertainty for our NEOs regarding their continued employment, because such transactions frequently result in senior management changes. Change in control protections help to alleviate these concerns, allowing executives to focus their attention on growing our business. In addition, these protections encourage executives to remain with us during the threat or negotiation of a change in control transaction, which preserves our value and the potential benefit to be received by our shareholders in the transaction. We also believe that protection against an involuntary termination (even outside of the change in control context) helps us remain competitive given the challenge of recruiting qualified individuals to fill our senior executive roles. We have entered into an employment agreement with Mr. Brown, which provides for certain payments to be made in connection with certain terminations of employment and/or a change in control. In addition, Mr. Policarpo, Ms. Gupta, Mr. Dhillon and Mr. Sipp are eligible to receive severance pursuant to our severance plan in connection with certain terminations of employment. Except as may otherwise be provided in an employment agreement, restricted shares under the Amended and Restated 2018 Stock Incentive Plan (“2018 Stock Incentive Plan”) are not subject to accelerated vesting upon a change in control and will generally be forfeited upon a termination of employment for any reason prior to vesting. We do not provide excise tax “gross-ups” to any of our NEOs related to change in control payments. See “—Potential Payments upon a Termination or Change in Control” below for further information. Health and Welfare and Other Benefits Our NEOs are eligible to participate in the employee benefit plans that we offer to our employees generally, including medical, dental, vision, life and accidental death and dismemberment, disability, supplemental life, a health savings account, health and dependent care flexible spending accounts, critical illness and accident benefit plans, as well as commuter benefits and health and wellness rewards. We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our NEOs.

  29. Equity Granting Practices

    Equity Granting Practices The Committee does not generally grant stock options and did not grant stock options in 2025. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Stock options or other equity grants could be awarded on an off-cycle basis, including to new hires and in connection with acquisitions. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

  30. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information required under SEC rules concerning the compensation paid to our NEOs by the Company in respect of our fiscal year ended December 31, 2025.

  31. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | David C. Brown | 2025 | 600,000 | 5,600,000 | 9,819,944 | | | | 178,500 | 16,198,444 | | Chief Executive Officer and Chairman | 2024 | 600,000 | 3,180,000 | 7,699,997 | | | | 114,450 | 11,594,447 | | | 2023 | 600,000 | 1,620,000 | 3,384,977 | | | | 295,863 | 5,900,840 | | Michael D. Policarpo | 2025 | 450,000 | 2,100,000 | 4,749,946 | | | | 103,000 | 7,402,946 | | President, Chief Financial Officer and Chief | 2024 | 450,000 | 1,540,000 | 3,999,976 | | | | 55,950 | 6,045,926 | | Administrative Officer | 2023 | 450,000 | 600,000 | 1,464,992 | | | | 231,766 | 2,746,758 | | Thomas M. Sipp | 2025 | 375,000 | 850,000 | 2,999,982 | | | | — | 4,224,982 | | Executive Vice President | | | | | | | | | | | Nina Gupta | 2025 | 400,000 | 1,200,000 | 1,749,998 | | | | 83,500 | 3,433,498 | | Chief Legal Officer and Head of Human Resources Administration | 2024 | 400,000 | 1,200,000 | 1,349,978 | | | | 63,450 | 3,013,428 | | | 2023 | 400,000 | 800,000 | 1,099,993 | | | | 73,300 | 2,373,293 | | Mannik S. Dhillon | 2025 | 325,000 | 900,000 | 1,099,981 | | | | 64,750 | 2,389,731 | | President, Investment Franchises and | 2024 | 318,750 | 900,000 | 799,987 | | | | 54,339 | 2,073,076 | | Solutions; Head of Product and Strategy | 2023 | 300,000 | 700,000 | 649,997 | | | | 55,800 | 1,705,797 |

  32. 2025 Summary Compensation Table

    (1) The amounts reported in this column reflect the salary paid for the calendar year listed. Mr. Dhillon’s annual salary increased from $300,000 to $325,000 effective April 1, 2024. Mr. Sipp joined Victory on April 1, 2025 with an annual salary of $500,000. (2) The amounts reported in this column reflect the cash portion of the annual performance incentives earned by each NEO for the listed years. For Mr. Brown, the amount reported includes $600,000 paid pursuant to his employment agreement. See “—Employment Agreement with David C. Brown” below. (3) The amounts reported in this column represent the aggregate grant date fair value of restricted shares of stock for the listed years, calculated in accordance with FASB Accounting Standards Codification Topic 718, excluding the effect of estimated forfeitures. Amounts shown in this column reflect the market value of the restricted shares using the closing price of a share of our common stock as reported on the Nasdaq on the date of grant, multiplied by the number of shares underlying each award. For information regarding assumptions, factors and methodologies used in our computations pursuant to Topic 718, see Note 15, Share-Based Compensation, to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. (4) The NEOs do not participate in any Company-sponsored pension plan and did not receive any above-market or preferential earnings on deferred compensation for the listed years. (5) The amounts reported in this column represent Company matching contributions to the NEO’s 401(k) account and the nonqualified deferred compensation plan, and cash payments in lieu of dividends payable upon vesting of restricted stock granted in 2018. Such dividends were not expected at the time of grant and thus not taken into account in the valuation of the stock award pursuant to Topic 718.

  33. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The Company granted share-based awards to our NEOs in 2025 under our 2018 Equity Incentive Plan, as amended. All grants, with the exception of those made to Mr. Sipp, were made in the first quarter of 2025 in respect of 2024 performance. Mr. Sipp was granted share-based awards in the second quarter of 2025 in conjunction with Mr. Sipp joining Victory. The following table sets forth information about the share-based awards granted by the Company to each of our NEOs in 2025.

  34. 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value Of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(1) | Options (#) | Awards ($/Sh | Awards ($)(2) | | David C. Brown | 3/15/2025 | | | | | | | 169,397 | | | 9,819,944 | | Michael D. Policarpo | 3/15/2025 | | | | | | | 81,938 | | | 4,749,946 | | Thomas M. Sipp | 6/15/2025 | | | | | | | 48,701 | | | 2,999,982 | | Nina Gupta | 3/15/2025 | | | | | | | 30,188 | | | 1,749,998 | | Mannik S. Dhillon | 3/15/2025 | | | | | | | 18,975 | | | 1,099,981 |

  35. 2025 Grants of Plan-Based Awards

    (1) The amounts reported in this column represent the number of restricted shares granted to our NEOs in 2025. The restricted shares granted to Messrs. Brown, Policarpo and Sipp vest over four years, with one-fourth of the restricted shares vesting on the anniversary of the grant date for four years after the grant date, subject to continued service. The restricted shares granted to Ms. Gupta and Mr. Dhillon vest over three years, with one-third of the restricted shares vesting on the anniversary of the grant date for three years after the grant date, subject to continued service. (2) The amounts shown in this column represent the grant date fair value of the restricted shares, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. Amounts relating to restricted shares reflect the market value of the restricted shares using the closing price of a share of our common stock as reported on Nasdaq on the date of grant, multiplied by the number of shares underlying each award.

  36. 2025 Outstanding Equity Awards at Fiscal Year End

    2025 Outstanding Equity Awards at Fiscal Year End The following table sets forth information about the outstanding equity awards to acquire our common shares held by each of our NEOs as of December 31, 2025.

  37. 2025 Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned | Option Exercise | Option | Number of Shares or Units That Have Not | Market Value of Shares or Units That Have Not | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have | | Name | Grant Date | Exercisable (#) | Unexercisable (#) | Options (#) | Price ($) | Expiration Date | Vested (#)(1) | Vested ($)(2) | Vested (#) | Not Vested ($) | | David C. Brown | 3/15/2023 | | | | | | 37,941 | 2,393,698 | | | | | 3/15/2024 | | | | | | 143,800 | 9,072,342 | | | | | 3/15/2025 | | | | | | 169,897 | 10,687,257 | | | | Michael D. Policarpo | 3/15/2023 | | | | | | 16,422 | 1,036,064 | | | | | 3/15/2024 | | | | | | 74,701 | 4,712,886 | | | | | 3/15/2025 | | | | | | 81,938 | 5,169,468 | | | | Thomas M. Sipp | 6/15/2025 | | | | | | 48,701 | 3,072,546 | | | | Nina Gupta | 3/15/2023 | | | | | | 12,331 | 777,963 | | | | | 3/15/2024 | | | | | | 22,411 | 1,413,910 | | | | | 3/15/2025 | | | | | | 30,188 | 1,904,561 | | | | Mannik S. Dhillon | 3/15/2023 | | | | | | 7,286 | 459,674 | | | | | 3/15/2024 | | | | | | 13,281 | 837,898 | | | | | 3/15/2025 | | | | | | 18,975 | 1,197,133 | | |

  38. 2025 Outstanding Equity Awards at Fiscal Year End

    (1) The restricted shares granted to our NEOs in 2023 vest over three years, with one-third of the restricted shares vesting on the anniversary of the grant date for three years after the grant date, subject to continued service. The restricted shares granted to Messrs. Brown and Policarpo in 2024 vest over four years, with one-fourth of the restricted shares vesting on the anniversary of the grant date for four years after the grant date, subject to continued service. The restricted shares granted to Ms. Gupta and Mr. Dhillon in 2024 vest over three years, with one-third of the restricted shares vesting on the anniversary of the grant date for three years after the grant date, subject to continued service. The restricted shares granted to Messrs. Brown, Policarpo and Sipp in 2025 vest over four years, with one-fourth of the restricted shares vesting on the anniversary of the grant date for four years after the grant date, subject to continued service. The restricted shares granted to Ms. Gupta and Mr. Dhillon in 2025 vest over three years, with one-third of the restricted shares vesting on the anniversary of the grant date for three years after the grant date, subject to continued service. For a discussion of the terms of vesting upon death, disability, termination by us without cause or by the NEO for good reason, (each term as defined in the applicable equity plan), please see “—Potential Payments Upon Termination or Change in Control” below. (2) The amounts reported in this column reflect the market value of the unvested restricted shares held by our NEOs and reported in the preceding column using the closing price of a Company share as reported on the Nasdaq on December 31, 2025, the last trading day of the year, multiplied by the number of shares underlying each award.

  39. 2025 Options Exercises and Stock Vested

    2025 Options Exercises and Stock Vested The following table sets forth information about the value realized by each of our NEOs as a result of restricted shares that vested during the year ended December 31, 2025.

  40. 2025 Options Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | David C. Brown | | | 85,872 | 4,978,000 | | Michael D. Policarpo | | | 41,319 | 2,395,262 | | Thomas M. Sipp | | | — | — | | Nina Gupta | | | 23,532 | 1,364,150 | | Mannik S. Dhillon | | | 13,924 | 807,174 |

  41. 2025 Options Exercises and Stock Vested

    The amounts shown in this column represent the total number of restricted shares that vested during 2025. (2) The amounts shown in this column reflect the value realized upon vesting of the restricted shares as calculated based on the price of a share of our common stock on the vesting date, multiplied by the number of shares underlying each award. The value realized on vesting is pre-tax.

  42. Pension Benefits

    Pension Benefits We do not currently sponsor or maintain any defined benefit pension benefit or retirement benefit plans providing specified retirement payments and benefits for our employees.

  43. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans The NQDC Plan is a nonqualified deferred compensation plan we maintain primarily for the benefit of a select group of management or highly compensated employees. For the calendar year 2025, all our NEOs other than Mr. Sipp participated in this plan as he was not eligible to participate given his employment start date. Pursuant to the NQDC Plan, participants may elect to defer up to 100% of their base compensation and cash incentive compensation. In 2025, the Company provided a matching contribution equal to 100% of a participant’s deferral contribution, up to a maximum of the lesser of 5% of compensation in excess of the Internal Revenue Code Section 401(a)(17) limit for the applicable year or $3,500,000 per year. A participant is 100% vested in his or her deferral contributions when contributed and will become 100% vested in our matching contributions and discretionary contributions, to the extent any are made, after three years of continuous service. Each of the NEOs participating in the NQDC is fully vested in their NQDC balance While the NQDC Plan permits employer discretionary contributions, no such contribution has been made since the plan’s inception. Deferred amounts and employer contributions are contributed to individual accounts under the NQDC Plan, and participants self-direct the notional investment of deferred contribution accounts in various investment funds. The amounts deferred are adjusted based on the investments chosen by the participant and, therefore, are not above market or preferential. As such, the earnings reported in the table below are not included in the Summary Compensation Table.

  44. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FY ($) | | David C. Brown | $171,500 | $157,500 | $1,252,529 | | $8,359,260 | | Michael D. Policarpo | $82,000 | $82,000 | $398,672 | | $3,324,768 | | Thomas M. Sipp(2) | $— | $— | $— | | $— | | Nina Gupta | $62,500 | $62,500 | $51,540 | | $1,327,402 | | Mannik S. Dhillon | $43,750 | $43,750 | $96,961 | | $844,539 |

  45. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    (1) Earnings are net of fees charged to participant accounts. Mr. Sipp was not eligible to participate in the NQDC given his employment start date.

  46. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following summaries describe the potential payments and benefits that we would provide to our NEOs in connection with a termination of employment and/or a change in control. We have entered into an employment agreement with Mr. Brown, which provides for certain payments to be made in connection with certain terminations of employment and/or a change in control. In addition, Mr. Policarpo, Ms. Gupta, Mr. Dhillon and Mr. Sipp are eligible to receive severance pursuant to our severance plan in connection with certain terminations of employment. Our CEO is also entitled to additional vesting of options and restricted shares pursuant to the terms of the 2018 Plan and his award agreements, as well as to distributions pursuant to the NQDC Plan, in connection with certain terminations of employment. Employment Agreement with David C. Brown. Mr. Brown’s employment agreement provides that if his employment is terminated by us without “cause” or by him for “good reason,” each as defined in the employment agreement, subject to his execution of a release of claims, he will be entitled to severance benefits consisting of: (i) an amount equal to two times a fraction, the numerator of which is the sum of the base salary, the annual cash bonus and the annual incentive award (consisting of both the cash and equity components) paid for the preceding two calendar years and the denominator of which is two, payable in eight quarterly installments beginning within 30 days of the termination date; and (ii) continuation of all medical benefits for up to 18 months following termination or an amount equal to the cost of such benefits; and (iii) a payment in respect of accrued but unused vacation and sick days. If the termination is in connection with a change in control, such severance payments will be subject to a modified cutback provision which acts to reduce the amounts payable to Mr. Brown to the extent necessary so that no excise tax would be imposed pursuant to Section 280G of the Internal Revenue Code, but only if doing so would result in Mr. Brown retaining a larger after-tax amount. The employment agreement also provides that, in the event of a termination of employment by us without “cause” within 90 days prior to a “change in control,” as defined in the employment agreement, Mr. Brown will be entitled to accelerated vesting of all equity awards that would have vested as of the date of the change in control but for the termination (or the economic equivalent of such accelerated vesting). In the event of a termination of Mr. Brown’s employment due to death or “disability,” as defined in the employment agreement, he will be entitled to (i) a payment in respect of accrued but unused vacation and sick days, (ii) a prorated annual cash bonus for the year of termination and, (iii) for terminations due to disability, continuation of all medical benefits at no cost for up to 18 months following termination or an amount equal to the cost of such benefits. The employment agreement subjects Mr. Brown to confidentiality restrictions that apply while he is employed with us and indefinitely thereafter, to an inventions assignment commitment, to a non-compete restriction that applies during his employment with us and for one year thereafter, and to a non-solicitation restriction with respect to our customers and employees that applies during his employment with us and for two years thereafter. For additional information regarding Mr. Brown’s employment agreement, see “—Summary Compensation Table—Narrative to Summary Compensation Table—Employment Agreement with David C. Brown” above. Victory Capital Management Inc. Severance Pay Plan. Mr. Policarpo, Ms. Gupta, Mr. Dhillon and Mr. Sipp are participants in the Victory Capital Management Inc. Severance Pay Plan, or the Severance Plan. Pursuant to the Severance Plan, in the event that a participant is terminated involuntarily without “cause,” as defined in the Severance Plan, as part of a restructuring or reduction in force, subject to the execution of a release of claims, the participant will receive a severance payment that will be determined by the plan administrator (currently, Mr. Brown) in accordance with the following guidelines:

  47. Potential Payments Upon Termination or Change in Control

    | Benefit Type | Severance Formula | Maximum Payout(2) | | Basic Benefit | Two weeks of pay for each full year of continuous service. | 30 weeks of base salary | | Enhanced Benefit(1) | Four weeks of pay for each full year of continuous service. | 52 weeks of base salary |

  48. Potential Payments Upon Termination or Change in Control

    (1) For Chief Investment Officers, members of senior management and other designated participants. Mr. Policarpo and Mr. Dhillon would be entitled to receive the enhanced benefit. Ms. Gupta would be entitled to receive the greater of the Enhanced Benefit or 52 weeks of pay. (2) Subject to an additional limitation that the maximum payout may not exceed two times the lesser of (i) the Internal Revenue Code Section 401(a)(17) limit for the applicable year or (ii) the participant’s annualized compensation for the year preceding the year of the termination. The payment schedule for severance benefits under the Severance Plan is determined by the plan administrator, subject to a requirement that all benefits be paid no later than the last day of the second taxable year following the taxable year in which the termination occurs. The Severance Plan provides that the Company has the right to amend, modify, suspend or terminate the plan at any time by formal action by our Board of Directors or by the plan administrator. Vesting of Options and Restricted Shares. For grants made pursuant to the 2018 Plan, upon a termination of employment due to death or “disability,” by us without “cause” or by the NEO for “good reason” (each such term as defined in the 2018 Plan), unvested time-vesting options and restricted shares shall be forfeited. In addition, performance-vesting options and restricted stock will vest under the 2018 Stock Incentive Plan assuming target levels of achievement enumerated in the award agreements upon a termination of employment due to death or “disability,” and based on actual performance measured as of the NEO’s date of termination upon a termination by us without “cause” or by the NEO for “good reason.” Except as may otherwise be provided in an employment agreement, restricted shares under the 2018 Stock Incentive Plan are not subject to accelerated vesting upon a change in control and will generally be forfeited upon a termination of employment for any reason prior to vesting. Nonqualified Deferred Compensation Plan. The NQDC Plan provides that, in the event of a termination due to death or “disability” or a “change in control” (each such term, as defined in the NQDC Plan), a participant will become 100% vested in his accrued but unvested benefits attributable to our matching contributions and discretionary contributions. In addition, the vested balance of a participant’s NQDC Plan account may be distributed to such participant upon his death, disability, separation from service (including retirement) or a change in control event, in each case, as elected by the participant in accordance with the terms of the NQDC Plan, as discussed under “—Summary Compensation Table—Narrative to Summary Compensation Table—Nonqualified Deferred Compensation Plan” above.

  49. Potential Payments Upon Termination or Change in Control

    | Name | Compensation Component | Involuntary Termination Not for Cause Within 90 Days Before Change In Control | Disability | Involuntary Not for Cause Termination | For Cause Termination | Good Reason Termination | Death | | David C. Brown | | | | | | | | | | Cash Severance (1) | 23,519,941 | — | 23,519,941 | — | 23,519,941 | — | | | Annual Bonus (2) | — | 600,000 | — | — | — | 600,000 | | | Equity Awards (3) | 23,025,745 | — | — | — | — | — | | | Benefits and Perquisites (4) | 47,116 | 47,116 | 47,116 | — | 47,116 | — | | | Accrued and unused vacation and sick days | — | — | — | — | — | — | | | Total: | 46,592,802 | 647,116 | 23,567,057 | — | 23,567,057 | 600,000 | | Michael D. Policarpo | | | | | | | | | | Cash Severance (5) | 450,000 | — | 450,000 | — | — | — | | | Equity Awards | — | — | — | — | — | — | | | Benefits and Perquisites: | — | — | — | — | — | — | | | Total: | 450,000 | — | 450,000 | — | — | — | | Thomas M. Sipp | | | | | | | | | | Cash Severance (6) | 38,462 | — | 38,462 | — | — | — | | | Equity Awards | — | — | — | — | — | — | | | Benefits and Perquisites: | — | — | — | — | — | — | | | Total: | 38,462 | — | 38,462 | — | — | — | | Nina Gupta | | | | | | | | | | Cash Severance (5) | 400,000 | — | 400,000 | — | — | — | | | Equity Awards | — | — | — | — | — | — | | | Benefits and Perquisites: | — | — | — | — | — | — | | | Total: | 400,000 | — | 400,000 | — | — | — | | Mannik S. Dhillon | | | | | | | | | | Cash Severance (7) | 250,000 | — | 250,000 | — | — | — | | | Equity Awards | — | — | — | — | — | — | | | Benefits and Perquisites: | — | — | — | — | — | — | | | Total: | 250,000 | — | 250,000 | — | — | — |

  50. Potential Payments Upon Termination or Change in Control

    (1) The amount shown is equal to two times the average of base salary and annual cash bonus and total incentive for the preceding two years. Assuming the termination occurs on December 31, 2025, the two preceding years are 2024 and 2023. (2) The amount is equal to the annual cash bonus amount. (3) The amount is equal to the value of all equity awards that would have been unvested as of the date of the change in control but for the termination (or the economic equivalent of such accelerated vesting) assuming the change in control occurs on December 31, 2025. (4) The amount is equal to 18 months of medical benefits continuation. The amount shown is the estimated cost to the Company for such benefits during the period. (5) The amount is equal to 52 weeks of base salary. (6) The amount is equal to 4 weeks of base salary, based on less than one full year of service as of December 31, 2025. (7) The amount is equal to 40 weeks of base salary, based on 10 years of service.

  51. CEO Pay Ratio for 2025

    CEO Pay Ratio for 2025 As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our CEO. Methodology for Determining Our Median Employee. In order to identify a median employee, we examined the base salary, cash bonus, stock awards and retirement plan contributions for all Victory employees, excluding the CEO, who were employed by Victory on December 31, 2025. We included all Victory employees, whether employed on a full-time or part-time basis. As permitted under the non-U.S. de minimis exemption, we excluded one employee located in a jurisdiction outside of the United States (United Kingdom). The median employee was the employee whose compensation as described was at the middle of the list of our U.S. employee population (excluding our CEO). Median Employee Compensation. For purposes of determining the median employee compensation, we used the same methodology we use for Victory’s named executive officers as set forth in the 2025 Summary Compensation Table in this proxy statement in accordance with the requirements of Item 401(c)(2)(x) of Regulation S-K. • The annual total compensation of our CEO, in accordance with SEC rules, included earlier in this Proxy Statement in the “Total” column for 2025 in the Summary Compensation Table, was $16,198,444. • The annual total compensation of the median employee among all employees (other than our CEO), determined in accordance with SEC rules, was $187,945. The ratio of the total annual compensation of our CEO, calculated as described in our Summary Compensation Table, to the annual total compensation of the median employee among all employees, was 86 to 1.

  52. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. .

  53. Pay Versus Performance

    | | Summary Compensation Table Total | Compensation Actually Paid | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment based on:4 | | | | | Year | for David C. Brown1 ($) | to David C. Brown1,2,3 ($) | for Non-PEO NEOs1 ($) | to Non-PEO NEOs1,2,3 ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Adjusted EBITDA ($ Millions)5 | | (a) | (b) | (b) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 16,198,144 | 16,633,500 | 4,362,789 | 4,504,325 | 295.88 | 185.07 | 330.1 | 682.9 | | 2024 | 11,594,447 | 19,805,694 | 3,710,810 | 6,067,471 | 298.07 | 134.31 | 288.9 | 475.6 | | 2023 | 5,900,840 | 7,496,823 | 1,859,996 | 2,316,250 | 152.09 | 117.90 | 213.2 | 418.0 | | 2022 | 9,683,410 | 7,437,748 | 3,741,944 | 2,862,554 | 113.93 | 102.51 | 275.5 | 424.2 | | 2021 | 7,085,179 | 11,253,633 | 3,123,535 | 4,654,152 | 149.74 | 132.06 | 278.4 | 449.0 |

  54. Pay Versus Performance

    1. David C. Brown was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  55. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Michael D. Policarpo | Michael D. Policarpo | Michael D. Policarpo | Michael D. Policarpo | Michael D. Policarpo | | Nina Gupta | Nina Gupta | Nina Gupta | Nina Gupta | Nina Gupta | | | | Mannik S. Dhillon | Mannik S. Dhillon | Mannik S. Dhillon | | | | Kelly S. Cliff | | Thomas M. Sipp |

  56. Pay Versus Performance

    2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  57. Pay Versus Performance

    | Year | Summary Compensation Table Total for David C. Brown ($) | Exclusion of Change in Pension Value for David C. Brown ($) | Exclusion of Stock Awards for David C. Brown ($) | Inclusion of Pension Service Cost for David C. Brown ($) | Inclusion of Equity Values for David C. Brown ($) | Compensation Actually Paid to David C. Brown ($) | | 2025 | 16,198,144 | — | (9,819,944) | — | 10,255,300 | 16,633,500 | | 2024 | 11,594,447 | — | (7,699,997) | — | 15,911,244 | 19,805,694 | | 2023 | 5,900,840 | — | (3,384,977) | — | 4,980,960 | 7,496,823 | | 2022 | 9,683,410 | — | (3,914,992) | — | 1,669,330 | 7,437,748 | | 2021 | 7,085,179 | — | (749,974) | — | 4,918,428 | 11,253,633 |

  58. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 4,362,789 | — | (2,649,977) | — | 2,791,512 | 4,504,325 | | 2024 | 3,710,810 | — | (2,049,981) | — | 4,406,641 | 6,067,471 | | 2023 | 1,859,996 | — | (828,742) | — | 1,284,997 | 2,316,250 | | 2022 | 3,741,944 | — | (1,397,481) | — | 518,090 | 2,862,554 | | 2021 | 3,123,535 | — | (574,980) | — | 2,105,598 | 4,654,152 |

  59. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  60. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for David C. Brown ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for David C. Brown ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for David C. Brown ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for David C. Brown ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for David C. Brown ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for David C. Brown ($) | Total- Inclusion of Equity Values for David C. Brown ($) | | 2025 | 10,936,270 | (78,149) | — | (602,821) | — | — | 10,255,300 | | 2024 | 12,787,756 | 2,471,791 | — | 654,697 | — | — | 15,911,244 | | 2023 | 4,065,615 | 623,944 | — | 291,401 | — | — | 4,980,960 | | 2022 | 3,386,828 | (1,104,039) | — | (613,459) | — | — | 1,669,330 | | 2021 | 1,037,865 | 3,211,618 | — | 668,945 | — | — | 4,918,428 |

  61. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total-Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,896,038 | (20,989) | — | (83,537) | — | — | 2,791,512 | | 2024 | 3,403,703 | 782,571 | — | 220,368 | — | — | 4,406,641 | | 2023 | 995,383 | 199,554 | — | 90,060 | — | — | 1,284,997 | | 2022 | 1,208,949 | (404,586) | — | (286,273) | — | — | 518,090 | | 2021 | 795,697 | 1,096,223 | — | 213,678 | — | — | 2,105,598 |

  62. Pay Versus Performance

    The Peer Group TSR set forth in this table utilizes the peer group established in the stock performance graph included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is required by Item 201(e) of Regulation S-K. This Peer Group was updated in 2024 to remove Eaton Vance which was acquired by Morgan Stanley and ceased trading publicly on March 1, 2021. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Custom Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance. 5. We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024 and 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years. Description of Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the four most recently completed fiscal years to that of the Custom Peer Group over the same period. Most Important Financial Performance Measure The Company considers Adjusted EBITDA to have been the most important financial performance measure in linking Compensation Actually Paid to our PEOs and other NEOs for 2025 to Company performance. Please refer to Appendix A for the Company’s supplemental Non-GAAP financial information.