8-K - Victory Capital Holdings, Inc. | StockGist

AI Analysis

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Victory Capital Holdings, Inc. issued a press release on March 23, 2026, defending its proposal to acquire Janus Henderson Group plc at $40.00 cash plus 0.250 shares of VCTR per JHG share (total $57.05 per share), countering Trian's $49.00 per share offer and misinformation while highlighting its strong financial track record.

Key Takeaways

1Proposal to Janus Henderson: $40.00 cash + 0.250 VCTR shares per JHG share, total $57.05 based on March 20, 2026 VCTR closing price

2Trian offer: $49.00 per JHG share

3Victory Capital TSR since February 2018 IPO: 525%+

4Total client assets: $327.1 billion as of February 28, 2026

5Client assets growth since IPO: 438% from $61 billion to $327 billion

6Annualized revenue based on Q4 2025: $1.5 billion

Current Report Details

Event Type

Other Event

Exhibits Only

Disclosure

Voluntary

Variant

8-K

Items Reported

8.01

. Other Events. On March 23, 2026, Victory Capital Holdings, Inc. (the “Company”) issued a press release (the “Press Release”) in connection with its previously

Other Event

9.01

. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release, issued by the Company, dated March 23, 2026. 104 Cover Page Int

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Janus Henderson Group plc
Consideration: $40.00 per share in cash and fixed exchange ratio of 0.250 shares of Victory Capital common stock per Janus Henderson share (total consideration of $57.05 per share based on VCTR closing price March 20, 2026)
Structure: Cash and stock

•Receipt of required regulatory approvals
•Client consents
•Approval of Company’s or Janus Henderson’s stockholders

Exhibits (2)

8-K

FORM 8-K

99.1

EXHIBIT 99.1