{"filing":{"accession_number":"0001104659-26-103936","cik":"0001570827","ticker":"VCTR","company_name":"Victory Capital Holdings, Inc.","form":"8-K","filing_date":"2026-08-31","report_date":"2026-08-25","primary_document":"tm2624030d6_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1570827/000110465926103936/tm2624030d6_8k.htm"},"events":[{"id":30663,"run_id":28111,"accession_number":"0001104659-26-103936","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Victory Capital entered into a definitive Merger Agreement on August 25, 2026 to acquire First Eagle through a two-step merger structure, with consideration comprising cash, newly issued common stock (4.9% of post-closing shares), and convertible preferred stock. The transaction is subject to HSR approval and customary closing conditions, and will be financed through substantial debt facilities ($3.5B term loan, $200M revolver, and $950M bridge facility).","company_name":"Victory Capital Holdings, Inc.","ticker":"VCTR","filing_date":"2026-08-31","form":"8-K","submitted_at":null,"items":[{"id":33328,"accession_number":"0001104659-26-103936","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Victory Capital is acquiring First Eagle through a two-step merger structure, with consideration comprising cash, newly issued common stock (4.9% of post-closing shares), and convertible preferred stock. The filing discloses entry into a definitive Merger Agreement on August 25, 2026, subject to HSR approval and other customary closing conditions. This is a material acquisition transaction requiring stockholder approval and involving substantial debt financing ($3.5B term loan, $200M revolver, $950M bridge facility), clearly falling under Item 1.01 M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T20:52:15.222048+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33329,"accession_number":"0001104659-26-103936","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered issuance of Company Common Stock, Convertible Preferred Stock, and Perpetual Preferred Stock to a Seller as merger consideration, relying on Section 4(a)(2) and Rule 506 exemptions. This is a classic dilutive equity issuance in connection with M\u0026A activity, material to investors assessing ownership dilution and capital structure changes.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T20:52:15.222048+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":33328,"accession_number":"0001104659-26-103936","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Victory Capital is acquiring First Eagle through a two-step merger structure, with consideration comprising cash, newly issued common stock (4.9% of post-closing shares), and convertible preferred stock. The filing discloses entry into a definitive Merger Agreement on August 25, 2026, subject to HSR approval and other customary closing conditions. This is a material acquisition transaction requiring stockholder approval and involving substantial debt financing ($3.5B term loan, $200M revolver, $950M bridge facility), clearly falling under Item 1.01 M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T20:52:15.222048+00:00","company_name":"Victory Capital Holdings, Inc.","ticker":"VCTR","filing_date":"2026-08-31"},{"id":33329,"accession_number":"0001104659-26-103936","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered issuance of Company Common Stock, Convertible Preferred Stock, and Perpetual Preferred Stock to a Seller as merger consideration, relying on Section 4(a)(2) and Rule 506 exemptions. This is a classic dilutive equity issuance in connection with M\u0026A activity, material to investors assessing ownership dilution and capital structure changes.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T20:52:15.222048+00:00","company_name":"Victory Capital Holdings, Inc.","ticker":"VCTR","filing_date":"2026-08-31"}]}