VCTR on Nasdaq

Victory Capital

Logo: Victory Capital, Public domain, via Wikimedia Commons5

American asset management company

Victory Capital Holdings, Inc. is an American financial services company headquartered in San Antonio, Texas that focuses on investment management. Outside the US, it also has investment professionals in London, Hong Kong and Singapore.3 Its shares trade on Nasdaq under the symbol VCTR.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

1894Founded1

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  • TickerVCTR on Nasdaq1
  • Industryfinancial services1
  • HeadquartersSan Antonio1
  • Incorporated inDE6
  • Business address4900 Tiedemann Road, 4Th Floor, Brooklyn, Oh 441446
  • Filer categoryLarge accelerated filer6
  • Legal formLimited Liability Company4
  • LEI549300H1MLL4UI0ITF924
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O CHASE COLLINS, 54703 Eau Claire, United States4
  • Registered withCorporation Section (Division of Corporate & Consumer Services, Department of Financial Institutions), V0288254

Victory Capital Holdings, Inc. is an American financial services company headquartered in San Antonio, Texas that focuses on investment management. Outside the US, it also has investment professionals in London, Hong Kong and Singapore.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

36.6%Operating margin9
25.3%Net margin9
46.2%Revenue growth, 20259
13.6%Return on equity9
0.40×Debt to equity9
$381.3MFree cash flow9

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Investment Management Fees brought in 80% of the revenue Victory Capital broke down this way in fiscal 2025.

  1. Investment Management Fees$1.0B980%up 48% from 2024
  2. Fund Administration And Distribution Fees$260.7M920%up 38% from 2024
Products and services by year
Products and services202320242025
Investment Management Fees$640.9M$704.6M$1.0B
Fund Administration And Distribution Fees$180.2M$188.9M$260.7M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs66¢$867.8M
  • Income tax8¢$108.3M
  • Profit25¢$330.1M

Out of $1.3B in revenue.9

Where each dollar of operating cash went, fiscal 2025

  • Capital spending1¢$4.2M
  • Dividends paid41¢$157.0M
  • Share buybacks51¢$195.6M
  • Kept or used elsewhere7¢$28.8M

Out of $385.5M of cash from operations.9

Financial statements

Revenue101112139$1.3B in 2025+113% since 2019
0$500.0M$1.0B$1.5B2019: $612.4M$612.4M20192020: $775.4M$775.4M2020+27%2021: $890.3M$890.3M2021+15%2022: $854.8M$854.8M2022−4%2023: $821.0M$821.0M2023−4%2024: $893.5M$893.5M2024+9%2025: $1.3B$1.3B2025+46%
Operating income101112139$478.4M in 2025+191% since 2019
0$200.0M$400.0M$600.0M2019: $164.6M$164.6M20192020: $314.7M$314.7M2020+91%2021: $373.8M$373.8M2021+19%2022: $399.1M$399.1M2022+7%2023: $328.5M$328.5M2023−18%2024: $427.5M$427.5M2024+30%2025: $478.4M$478.4M2025+12%
Net income101112139$330.1M in 2025+257% since 2019
0$100.0M$200.0M$300.0M$400.0M2019: $92.5M$92.5M20192020: $212.5M$212.5M2020+130%2021: $278.4M$278.4M2021+31%2022: $275.5M$275.5M2022−1%2023: $213.2M$213.2M2023−23%2024: $288.9M$288.9M2024+36%2025: $330.1M$330.1M2025+14%

Every line of the income statement as filed: the last 3 fiscal years, latest first.9

Period ending2025-12-312024-12-312023-12-31
Total revenue$1.3B$893.5M$821.0M
Personnel compensation and benefits$363.0M$217.2M$221.0M
Distribution and other asset-based expenses$232.0M$146.5M$149.6M
General and administrative$83.3M$56.7M$56.3M
Depreciation and amortization$72.9M$30.2M$41.6M
Change in value of consideration payable for acquisition of business$11.4M$2.7M$23.2M
Acquisition-related costs$35.5M$11.3M$217.0K
Restructuring and integration costs$29.7M$1.4M$595.0K
Total operating expenses$827.7M$466.0M$492.6M
Income from operations$478.4M$427.5M$328.5M
Interest income and other income (expense)$15.3M$10.4M$8.7M
Interest expense and other financing costs-$54.8M-$63.8M-$61.3M
Loss on debt extinguishment-$614.0K-$363.0K$0
Total other income (expense), net-$40.1M-$53.8M-$52.5M
Income before income taxes$438.3M$373.8M$275.9M
Income tax expense-$108.3M-$84.9M-$62.8M
Net income$330.1M$288.9M$213.2M
Preferred stock dividends-$29.1M$0$0
Net income attributable to preferred stockholders-$30.8M$0$0
Net income attributable to common shareholders$270.2M$288.9M$213.2M
Basic$4.13$4.47$3.22
Diluted$4.08$4.38$3.12
Basic65.4M shares64.6M shares66.2M shares
Diluted66.4M shares65.9M shares68.2M shares
Dividends declared per share of common stock$1.94$1.55$1.28

Compare Victory Capital with another company

Corporate structure

Victory Capital sits at the top of its group. 7 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Victory Capital

  • Victory Capital Eau Claire, Wisconsin, United States
    • VCH Holdings, LLC Subsidiary · Delaware, United States
    • Victory Capital Management Inc. Subsidiary · New York, United States
    • Victory Capital Operating, LLC Subsidiary · Delaware, United States
    • Victory Capital Services, Inc. Subsidiary · Delaware, United States
    • Victory Company Transfer Agency, Inc. Subsidiary · Delaware, United States
    • WestEnd Advisors, LLC Subsidiary · North Carolina, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Victory Capital reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$71.6M9 Dec 31, 2025$48.8M9 Dec 31, 2024+46.8%
Accumulated depreciation$47.7M9 Dec 31, 2025$36.9M9 Dec 31, 2024+29.4%
Property and equipment, net$23.8M9 Dec 31, 2025$11.9M9 Dec 31, 2024+100.7%
Operating-lease assets (leased space)$48.6M9 Dec 31, 2025$19.8M9 Dec 31, 2024+145.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$163.7M9 Dec 31, 2025$126.7M9 Dec 31, 2024+29.2%
Debt securities available for sale$636.0K9 Dec 31, 2025$605.0K9 Dec 31, 2024+5.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.2B9 Dec 31, 2025$981.8M9 Dec 31, 2024+25.9%
Intangible assets, net (excluding goodwill)$2.5B9 Dec 31, 2025$1.3B9 Dec 31, 2024+96.5%
Indefinite-lived intangibles (excluding goodwill)$2.1B9 Dec 31, 2025$1.1B9 Dec 31, 2024+85.5%
Finite-lived intangibles, net$381.8M9 Dec 31, 2025$130.8M13 Dec 31, 2024+191.9%

Properties, in its own words

The Company leases its principal executive offices, which are located in San Antonio, TX. In the United States, the Company also leases office space in Brooklyn, OH; Birmingham, MI; Boston, MA; Rocky River, OH; Cincinnati, OH; Charlotte, NC; Durham, NC; Miami, FL; Denver, CO; Clive, IA; Hanover, NH; Bozeman, MT; and San Francisco, CA. The Company believes its existing facilities are adequate to meet its current and future business requirements.

Item 2 of the 10-K filed Feb 26, 2026.17

The story

The origins of Victory Capital are traced back to Cleveland Trust, a bank that was established in 1894 in Cleveland, Ohio with $500,000 in capital. In 1903, it merged with the Western Reserve Trust Company.

In the early 1970, it formed a holding company for itself named CleveTrust which was not subject to the same limitations of individual banks and was able establish to affiliates throughout the state. By 1977, the trust company of it managed $7 billion in trust funds for its client. In 1979, CleveTrust was renamed to AmeriTrust Corporation and in 1983, it changed to a national charter allowing it to expand outside the state of Ohio.

In the 1980s, AmeriTrust Corporation was weakened by the real estate market collapse and in September 1991, was acquired by Society Corporation.

In 1993, the trust company under Society Corporation was established as its own registered investment adviser under the name Society Asset Management.

In March 1994, Society Corporation merged with Keycorp and Society Asset Management was renamed to Key Asset Management. Gradison McDonald Investments and Spears, Benzak, Salomon & Farrell, both investment firms also acquired by KeyCorp were subsidiaries of Key Asset Management. William G. Spears was the chairman and CEO of Key Asset management from 1996 to 1999. In 1999, Key Asset Management had managed $72 billion in total assets.

In 2001, Key Asset Management was renamed to Victory Capital. Its subsidiaries Gradison McDonald and Spears, Benzak, Salomon & Farrell also took the Victory Capital brand name although their operations would remain independent.

In February 2013, Victory Capital partnered with Crestview Partners to complete a management buyout from KeyCorp for $246 million to become an independent firm. The sale included its broker-dealer affiliate, Victory Capital Advisers. At the time it had $22 billion in assets under management.

In October 2014, Victory Capital acquired Munder Capital Management and its subsidiary Integrity Asset Management.

Read the full text

In May 2015, Victory Capital completed its acquisition of Compass EMP and started offering exchange-traded funds (ETFs).

In July 2016, Victory Capital acquired RS investments from The Guardian Life Insurance Company of America and its emerging markets team was rebranded as Sophus Capital.

In January 2017, Victory Capital rebranded its Compass EMP ETF business as VictoryShares.

On February 8, 2018, Victory Capital held its initial public offering and became a listed company on the Nasdaq with an offering price at $13 per share.

In November 2018, Victory Capital announced it would acquire USAA Asset Management Company for $850 million. As a result, in January 2019, Victory Capital announced it would move its headquarters from Cleveland, Ohio to San Antonio, Texas. Both actions were completed in 2019.

In 2021, Victory Capital made a series of acquisitions where it acquired THB Asset Management, New Energy Capital Partners and WestEnd Advisors.

In 2023, the company rebranded USAA Investments as Victory Income Investors.

In April 2024, Victory Capital agreed to acquire the U.S. business of global asset manager Amundi. The business manages $104 billion in assets and has 480 employees. In exchange, Amundi would receive a 26.1% stake in Victory and access to its U.S. products and clientele.

From Wikipedia’s article on Victory Capital, shared under CC BY-SA 4.0.7

Leadership

Who has led Victory Capital, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (20)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • VCH Holdings, LLC Delaware8
  • Victory Capital Management Inc. New York8
  • Victory Capital Operating, LLC Delaware8
  • Victory Capital Services, Inc. Delaware8
  • Victory Company Transfer Agency, Inc. Delaware8
  • WestEnd Advisors, LLC North Carolina8

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 13, 20268-K Other events40
  2. Sep 11, 20268-K Other events41
  3. Aug 31, 20268-K Entered a material agreement; Unregistered sale of shares42
  4. Aug 26, 20268-K Other events43
  5. Aug 12, 20268-K Other events44
  6. Aug 5, 20268-K Results of operations45
  7. Jul 23, 20268-K Executive or director change; Regulation FD disclosure46
  8. Jul 13, 20268-K Other events47
  9. Jun 9, 20268-K Other events48
  10. May 21, 20268-K Entered a material agreement; New debt or obligation49
  11. May 12, 20268-K Shareholder vote50
  12. May 12, 20268-K Other events51
  13. 1894Founded Founded1

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $1.60 a share, on Nov 6, 2025.52

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results45
  2. May 6, 2026Reported quarterly or annual results53
  3. Feb 4, 2026Reported quarterly or annual results54
  4. Nov 6, 2025Reported quarterly or annual results55
  5. Aug 7, 2025Reported quarterly or annual results56
  6. May 8, 2025Reported quarterly or annual results57
  7. Feb 6, 2025Reported quarterly or annual results58
  8. Nov 7, 2024Reported quarterly or annual results59

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

496 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 114 major events, 285 insider forms, 29 large holders, 48 other. The latest 20:

  1. Oct 14, 20264 EDGAR
  2. Oct 14, 20264 EDGAR
  3. Oct 14, 20264 EDGAR
  4. Oct 14, 20264 EDGAR
  5. Oct 14, 20264 EDGAR
  6. Oct 14, 20264 OWNERSHIP DOCUMENT EDGAR
  7. Oct 13, 20268-K EDGAR
  8. Oct 2, 2026PREM14A EDGAR
  9. Sep 11, 20268-K EDGAR
  10. Aug 31, 2026DEFA14A EDGAR
  11. Aug 31, 20268-K EDGAR
  12. Aug 26, 2026DEFA14A EDGAR
  13. Aug 26, 2026DEFA14A EDGAR
  14. Aug 26, 2026DEFA14A EDGAR
  15. Aug 26, 20268-K EDGAR
  16. Aug 17, 20264 EDGAR
  17. Aug 17, 20264 EDGAR
  18. Aug 17, 20264 EDGAR
  19. Aug 17, 20264 EDGAR
  20. Aug 17, 20264 EDGAR

The 496 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

17 open-market trades by officers, directors and large owners since October 2021: 7 buys and 10 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 18, 2023Brown David CraigChairman and CEOSale127,496$33.98$4.3MForm 4
Jul 17, 2023Brown David CraigChairman and CEOSale20,757$33.55$696.4KForm 4
Jul 14, 2023Brown David CraigChairman and CEOSale68,146$33.66$2.3MForm 4
Jul 13, 2023Brown David CraigChairman and CEOSale75,690$33.58$2.5MForm 4
Jul 12, 2023Brown David CraigChairman and CEOSale57,911$33.63$1.9MForm 4
Feb 23, 2023Cliff Kelly StevensonPres., Investment FranchisesSale12,500$33.13$414.1KForm 4
Dec 16, 2022Brown David CraigChairman and CEOBuy20,000$26.90$538.0KForm 4
Dec 15, 2022Brown David CraigChairman and CEOBuy40,000$27.01$1.1MForm 4
Jun 14, 2022HAWKES JAMES BDirectorBuy20,000$24.51$490.2KForm 4
Nov 29, 2021RCP Co-Invest GP LLC10% ownerSale129,565$34.00$4.4MForm 4
Nov 29, 2021Crestview Victory, L.P.DirectorSale470,435$34.00$16.0MForm 4
Nov 24, 2021DEMARTINI RICHARD MDirectorBuy13,500$35.30$476.6KForm 4
Nov 23, 2021DEMARTINI RICHARD MDirectorBuy14,341$34.90$500.5KForm 4
Nov 22, 2021Policarpo Michael DennisPresident, CFO & CAOBuy7,500$34.62$259.6KForm 4
Nov 22, 2021Brown David CraigChairman and CEOBuy29,400$34.62$1.0MForm 4
Nov 22, 2021RCP Co-Invest GP LLC10% ownerSale863,769$34.00$29.4MForm 4
Nov 22, 2021Crestview Victory, L.P.DirectorSale3,136,231$34.00$106.6MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025David C. Brown53$600.0K$16.2M70
2025Michael D. Policarpo51$450.0K$7.4M70
2025Thomas M. Sipp55$375.0K$4.2M70
2025Nina Gupta51$400.0K$3.4M70
2025Mannik S. Dhillon46$325.0K$2.4M70
2024Chief Executive Officer and Chairman$600.0K$11.6M70
2024PresidentChief Financial Officer and Chief$450.0K$6.0M70
2024Chief Legal Officer and Head of Human Resources Administration$400.0K$3.0M70
2023Chief Executive Officer and Chairman$600.0K$5.9M70
2023Administrative Officer$450.0K$2.7M70
2023Chief Legal Officer and Head of Human Resources Administration$400.0K$2.4M70
2023Solutions; Head of Product and Strategy$300.0K$1.7M70

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.6,961,189$585.2M0.0%−5,785
Bahl & Gaynor LLC3,044,278$255.9M1.2%+340,047
Amundi2,960,024$248.8M0.1%−94,900
Vanguard Capital Management LLC2,204,819$185.3M0.0%−39,706
Crestview Partners II GP, L.P.1,995,847$167.8M71.5%−2,099,576
Vanguard Portfolio Management LLC1,972,454$165.8M0.0%−15,095
Capital World Investors1,951,467$164.0M0.0%−466,197
Dimensional Fund Advisors LP1,893,368$159.1M0.0%+149,903
State Street Corp1,890,321$158.9M0.0%+45,918
Geode Capital Management, LLC1,197,499$100.7M0.0%+30,510
Granahan Investment Management, LLC1,015,343$85.3M3.0%−71,972
Fmr LLC1,008,893$84.8M0.0%+193,489
American Century Companies Inc1,001,129$84.2M0.0%+679,865
Franklin Resources Inc892,215$75.0M0.0%−100,962
Bank Of America Corp /de/819,375$68.9M0.0%−188,030
Goldman Sachs Group Inc686,893$57.7M0.0%+138,718
Charles Schwab Investment Management Inc583,036$49.0M0.0%−5,415
Annex Advisory Services, LLC581,984$48.9M0.8%−9,858
Royce & Associates LP529,249$44.5M0.4%−54,140
Impax Asset Management Group plc525,000$44.1M0.3%−125,000
Bank of New York Mellon Corp500,061$42.0M0.0%+5,036
Northern Trust Corp496,693$41.8M0.0%+31,379
Morgan Stanley458,978$38.6M0.0%+153,654
TimesSquare Capital Management, LLC443,189$37.3M0.5%−83,422
Two Sigma Investments, LP441,803$37.1M0.0%+62,116

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

4 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Apr 3, 2023Tommy TubervilleRepublican, SenateSale$1,001 - $15,000−182.2%Report
Oct 6, 2022Tommy TubervilleRepublican, SenateBuy$1,001 - $15,000+212.4%Report
Oct 6, 2022Tommy TubervilleRepublican, SenateBuy$1,001 - $15,000+212.4%Report
Oct 6, 2022Tommy TubervilleRepublican, SenateBuy$1,001 - $15,000+212.4%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Victory Capital is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARVictory Capital Holdings, Inc.2
  • CIK0001570827
  • Employer ID (EIN)32-040295617
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company17
  • Incorporated inDelaware17
  • Fiscal year endsDecember 312
  • Industry code (SIC)6282 Investment Advice2
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance2
  • Business address4900 Tiedemann Road, 4Th Floor, Brooklyn, OH 441442
  • Phone216-898-24002
  • Shares outstanding61,509,572 as of Jul 31, 202615
  • Public float$3.5B as of Jun 30, 202517
  • AuditorDeloitte & Touche LLP, Boston, MA PCAOB ID 34; it also attests to the company’s internal control over financial reporting17
  • On EDGAR sinceMar 6, 20132
  • Filings795 in all: 4 (406), 8-K (176), 10-Q (26), SC 13G/A (21), 3 (19), DEFA14A (15), SC 13G (13), 425 (10)2
    All 42 form types

    10-K (9), DEF 14A (9), SCHEDULE 13G/A (8), SC 13D/A (7), UPLOAD (6), CORRESP (5), D (5), D/A (5), DRS/A (5), 144 (4), 3/A (4), 8-K/A (4), ARS (4), DRSLTR (4), 4/A (3), S-1/A (3), 424B4 (2), EFFECT (2), PREM14A (2), S-8 (2), SC 13D (2), SCHEDULE 13D/A (2), 424B3 (1), 8-A12B (1), CERT (1), DEFM14A (1), DFAN14A (1), DRS (1), FWP (1), PRE 14A (1), S-1 (1), S-3 (1), S-3ASR (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Mar 27, 2026
    Latest 8-K (8-K) Oct 13, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 Par ValueVCTRThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).17

Risk factors and legal proceedings

The risks Victory Capital names in Item 1A of its 10-K filed Feb 26, 2026: 54 risks under these headings, as written.17

  • Market and Investment Performance Risks
  • We earn substantially all of our revenues based on AUM, and any reduction in AUM would reduce our revenues and profitability. AUM fluctuates based on many factors, including investment performance, client withdrawals and difficult market conditions.
  • Continued geopolitical uncertainty such as the ongoing conflicts in Ukraine, Venezuela, and the Middle East and tension between (i) the U.S., China, North Korea, Iran and Russia and (ii) China/Taiwan has, and will likely continue to, negatively impact the global economy.
  • We are exposed to risks arising from our International Activities
  • If our strategies perform poorly, clients could redeem their assets and we could suffer a decline in our AUM, which would reduce our earnings.
  • The historical returns of our strategies may not be indicative of their future results or of the strategies we may develop in the future.
  • The performance of our strategies or the growth of our AUM may be constrained by unavailability of appropriate investment opportunities.
  • Business Risks
  • The loss of key investment professionals or members of our senior management team could have a material adverse effect on our business.
  • We derive substantially all of our revenues from contracts and relationships that may be terminated upon short or no notice.
  • Investors in certain funds that we advise can redeem their assets from those funds at any time without prior notice.
  • Investment recommendations provided to our direct investor channel may not be suitable or fulfill regulatory requirements; representatives may not disclose or address conflicts of interest, conduct inadequate due diligence, provide inadequate disclosure; transactions subject to human error or fraud.
The other 44 risks
  • The significant growth we have experienced over the past few years may be difficult to sustain and our growth strategy is dependent in part upon our ability to make and successfully integrate new strategic acquisitions.
  • Our expenses are subject to fluctuations that could materially impact our results of operations.
  • New lines of business or new products and services may subject us to reputational harm, additional costs or operational risks.
  • Our efforts to establish and develop new teams and strategies may be unsuccessful and could negatively impact our results of operations and could negatively impact our reputation and culture.
  • An assignment could result in termination of our investment advisory agreements and could trigger consent requirements in our other investment advisory agreements.
  • Our failure to comply with investment guidelines set by our clients, including the boards of registered and unregistered funds, and limitations imposed by applicable law, could result in damage awards against us and a loss of AUM, either of which could adversely affect our results of operations or financial condition.
  • We provide a broad range of services to the Victory Funds, VictoryShares and sub‑advised mutual funds which may expose us to liability.
  • Potential impairment of goodwill and intangible assets could result in not realizing the value of these assets.
  • If we were deemed an investment company required to register under the 1940 Act, we would become subject to burdensome regulatory requirements and our business activities could be restricted.
  • Merger and Acquisition Risks
  • We may not realize the benefits we expect from mergers and acquisitions because of integration difficulties and other challenges.
  • Certain liabilities resulting from acquisitions are estimated and could lead to a material impact on earnings.
  • Indebtedness Risks
  • Our substantial indebtedness may expose us to material risks.
  • Public Company Risks
  • The market price of our Common Stock is likely to be volatile and could decline.
  • Future sales of shares by shareholders could cause our stock price to decline.
  • Failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, operating results and stock price.
  • Our ability to pay regular dividends is subject to our Board’s discretion and Delaware law.
  • Future offerings of debt or equity securities may dilute or rank senior to our Common Stock.
  • Provisions in our charter documents could discourage a takeover that shareholders may consider favorable.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • Our certificate of incorporation contains a corporate opportunity waiver that permits certain of our significant stockholders and their affiliates to compete with us and to pursue business opportunities without offering them to us, which may result in conflicts of interest and limit our access to potentially beneficial transactions.
  • Legal and Regulatory Risks
  • As an investment management and brokerage firm, we are subject to extensive U.S. and non-U.S. regulation.
  • Non-U.S. Regulation
  • Regulatory and governmental examinations and/or investigations, litigation and the legal risks associated with our business, could adversely impact our AUM, increase costs and negatively impact our profitability and/or our future financial results.
  • The regulatory environment in which we operate is subject to continual change and regulatory developments designed to increase oversight may materially adversely affect our business.
  • Form N-PORT and Form N-CEN Reporting; Guidance on Open-End Fund Liquidity Risk
  • Anti-Money Laundering/Countering the Financing of Terrorism Program and Suspicious Activity Report Filing Requirements for Registered Investment Advisers
  • U.S. Department of Labor Reforms
  • Privacy and Data Protection Laws and Regulations
  • Investment Company Names Rule
  • SEC Rules on Form PF
  • Sustainability and Climate Disclosure Laws and Regulations
  • Industry Risks
  • Recent trends in the investment management industry could reduce our AUM, revenues and net income, such as increased demand for passive management, low fee products or alternative asset classes.
  • The investment management industry is intensely competitive and is consolidating.
  • Failure to address the increased transformative pressures affecting the asset management industry could negatively impact our business.
  • Third Party Risks
  • We depend primarily on third parties to market and sell our products.
  • We rely on third parties to provide products or services for the operation of our business, and a failure or inability by such parties to provide these products or services could materially adversely affect our business.
  • Operational and Cybersecurity Risks
  • Operational risks may disrupt our business, result in losses or limit our growth.
  • Failure to implement effective information and cyber security policies, procedures and capabilities could disrupt operations and cause financial losses.
  • Our use of AI technologies may not be successful and may present business, compliance, and reputational risks
  • Disruption to the operations of third parties whose functions are integral to our ETF platform may adversely affect the prices at which VictoryShares trade, particularly during periods of market volatility.
  • General Risks
  • Reputational harm could result in a loss of AUM and revenues.
  • If our techniques for managing risk are ineffective, we may be exposed to material unanticipated losses.
  • Certain of our strategies invest principally in the securities of non‑U.S. companies, which involve foreign currency exchange, tax, political, social and economic uncertainties and risks.
  • The expansion of our business outside of the United States raises tax and regulatory risks, may adversely affect our profit margins and places additional demands on our resources and employees.
  • Failure to properly address conflicts of interest could harm our reputation, business and results of operations.
  • Our contractual obligations may subject us to indemnification obligations to third parties.
  • Insurance may not be available on a cost-effective basis to protect us from liability.
  • Failure to protect our intellectual property may negatively impact our business.
  • Climate change may adversely affect our office locations.

Legal proceedings

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. The Company is not currently a party to any material legal proceedings.

The opening of Item 3, Legal Proceedings.17

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