Victory Capital Files Proxy for Vote on First Eagle Deal Shares

What happened

Victory Capital Holdings, Inc. (ticker VCTR) filed a definitive proxy statement with the SEC on October 16, 2026, according to the filing. The San Antonio, Texas-based company provides investment advisory services and manages investment funds.

The filing sets a special meeting of stockholders for November 17, 2026 at 8:00 a.m. Eastern Time, to be held online. Stockholders of record as of October 1, 2026 are entitled to vote. The proxy statement is dated October 16, 2026 and is first being mailed to stockholders on or about that date, the filing says.

Victory shares closed at $111.28 on the day the proxy was filed, up 1.81% from the prior close of $109.30, according to the price data provided.

The acquisition being voted on

On August 25, 2026, Victory entered into a merger agreement to acquire First Eagle, according to the filing. The structure is a two-step merger: first, a Victory subsidiary called Fortify Holdings 1, Inc. would merge into First Eagle, which survives; then First Eagle would merge into a second Victory subsidiary, Fortify Holdings 2, LLC, which survives. After closing, First Eagle would be a wholly owned subsidiary of Victory.

The base purchase price is $7.03 billion, subject to adjustments including a reduction for First Eagle's funded debt and other debt-like items, the filing says. Victory would pay with a combination of cash, newly issued Victory common stock, and newly issued Series B Non-Voting Convertible Preferred Stock.

The share portion has an aggregate value of $2 billion, based on a per-share price of $116.26 set in the merger agreement. The common stock being issued represents 4.9% of the issued and outstanding Victory common stock after that issuance. Together, the common stock and Series B preferred stock would represent 17.4% of Victory's total capital stock outstanding after the issuances, the filing says.

What stockholders are voting on

The special meeting has two proposals. The first, the share issuance proposal, approves issuing the common and Series B preferred stock to First Eagle Seller. The second, the adjournment proposal, would allow Victory to adjourn the meeting to gather more votes if there are not enough to approve the share issuance.

Victory's board unanimously determined the transactions are fair to and in the best interests of Victory and its stockholders, and recommends voting FOR both proposals, the filing says.

Stockholder approval of the share issuance is not a condition to closing the acquisition. If the share issuance is not approved and the acquisition still closes, part of the share consideration would instead take the form of newly issued perpetual preferred stock, per the filing. A majority of the outstanding Victory common stock present in person or by proxy must vote in favor for the share issuance itself to be completed.

What this means

A DEFM14A is a definitive proxy statement. A proxy statement is the document a public company sends stockholders before a vote, giving them the information to decide how to vote. "Definitive" means it is the final version being mailed; earlier drafts filed with the SEC are marked "preliminary." The filing satisfies Victory's obligation under Section 14(a) of the Securities Exchange Act of 1934 to give stockholders full information before soliciting their votes.

Victory is asking for this vote because of a Nasdaq rule, the filing says. A Nasdaq-listed company must get stockholder approval before issuing securities for an acquisition when the shares being issued — or securities convertible into shares — equal 20% or more of the common stock or voting power outstanding before the issuance. The share issuance here exceeds that 20% threshold.

The two instruments in the deal are different. Victory common stock is ordinary equity: it carries a vote and a claim on residual value. Series B Non-Voting Convertible Preferred Stock is a new class Victory would create for this deal. Preferred stock sits ahead of common stock for dividend and liquidation purposes, does not vote, and can be converted into common stock. It is being issued so the sellers get equity-like consideration without immediately adding to Victory's voting shares.

The $116.26 per-share figure is the price used to value the share portion of the purchase price; it is not necessarily the market price on any given day. The $2 billion share component is calculated from that price. The 4.9% figure describes the common stock alone; the 17.4% figure describes common plus Series B preferred as a share of all Victory capital stock after issuance.

The filing does not state why Victory agreed to acquire First Eagle or why First Eagle agreed to sell. Victory's proxy statement includes a "Risk Factors" section and a detailed description of the transaction and related agreements, including a shareholder agreement with Genstar Capital affiliates, a certificate of designations for the Series B preferred stock, and a certificate of designations for perpetual preferred stock.