Victory Capital to Acquire First Eagle Investments, Creating a $571 Billion Diversified Global Asset Manager (Form 8-K)

Victory Capital to Acquire First Eagle Investments, Creating a $571

Billion Diversified Global Asset Manager

Adds a differentiated global value multi-asset capability, complementary equity and fixed income capabilities, and a scaled CLO and alternative credit platform

Enhances Victory Capital's organic growth profile through a multi-year history of positive net flows, broadened investment capabilities, and strong investment performance

Expands distribution reach across channels

First Eagle will operate on Victory Capital's platform, while retaining its brand, investment autonomy, and existing investment processes

San Antonio, Texas, August 26, 2026 - Victory Capital Holdings, Inc. (NASDAQ: VCTR) ("Victory Capital" or "the Company") today announced that it has entered into a definitive agreement to acquire 100% of First Eagle Investments ("First Eagle"), an independent, privately held global asset manager with approximately $222 billion in assets under management ("AUM") as of July 31, 2026, from Genstar Capital ("Genstar") and First Eagle employees.

Upon closing, the combined company is expected to have approximately $571 billion in total client assets, positioning Victory Capital as one of the largest publicly traded traditional asset managers in the U.S.

"This is a transformational transaction that represents the next chapter in the evolution of our business," said David Brown, Chairman and Chief Executive Officer of Victory Capital. "First Eagle is a premier global asset manager, with a diversified product lineup spanning global multi-asset, equities, fixed income, and a scaled alternatives platform that includes CLOs and alternative credit. It brings positive net flows in each of the last three years and year to date, as well as investment capabilities that are highly complementary to our own. This transaction enriches Victory Capital's talent pool, gives us additional scale to invest even more in our overall platform, and amplifies our distribution depth and breadth in the U.S., as well as outside the U.S. through our strategic partnership with Amundi. It makes our company better, more competitive and more resilient through all market cycles. Our clients gain access to a broader set of investment capabilities and deeper resources, and our shareholders benefit from the enhanced scale and earnings power of the combined company."

First Eagle will operate on Victory Capital's platform, while retaining its brand, investment autonomy, and, most importantly, its existing investment processes - the same model that has made Victory Capital's prior transactions successful. First Eagle's $41 billion CLO and alternative credit platform will serve as the combined company's alternative investments platform post-closing. Victory Capital and First Eagle will work together to ensure a seamless transition for clients, including continuity in how their money is managed and how they are served.

"I believe this transaction is a very positive development for First Eagle and, most importantly, for our clients. First Eagle's distinctive investment teams will continue to operate autonomously, with no change to the investment philosophies and processes that have earned our clients' confidence over time," said Mehdi Mahmud, President and Chief Executive Officer of First Eagle. "Clients will also benefit from the materially larger distribution footprint of the combined entity. I expect the combined company's scale, status as a publicly traded company, and ability to invest in the business for the long term will be a source of strength in the years ahead. The key stakeholders in our business have enthusiastically affirmed their support for this transaction."

"We're excited to partner with Victory Capital. We have known the firm and its leadership for a long time and could not be more enthusiastic about what this means for clients of both organizations," said Tony Salewski, Managing Partner at Genstar. "Mehdi and the First Eagle team have done an outstanding job building a market-leading investment firm, and Victory Capital is the right permanent partner for First Eagle to build on that success. I look forward to what the combined platform can accomplish."

Strategic and Financial Benefits

A broader platform and a strong investment performance record

First Eagle has approximately $222 billion in AUM across global value multi-asset, equities and fixed income, including a scaled $41 billion CLO and alternative credit platform, with 92% of its rated mutual fund and ETF AUM having achieved an overall four- or five-star Morningstar rating.

Enhanced organic growth profile and expanded reach

First Eagle has generated positive net flows in each of the last three years and is net flow positive year to date through July 31, 2026. The transaction creates a materially larger distribution platform across channels.

Meaningful earnings accretion and enhanced scale

The transaction is expected to be approximately 35% accretive to 2027E adjusted earnings per share, inclusive of approximately $280 million of anticipated net expense synergies, creating a combined company with annual revenue of approximately $3.2 billion.

Transaction Details

Victory Capital will acquire First Eagle for total consideration of approximately $7.0 billion, comprising approximately $4.4 billion in cash and $2.0 billion in newly issued Victory Capital equity. In addition, Victory Capital will assume $575 million of First Eagle's existing 7.25% senior secured notes due 2032.

Following the transaction, Genstar is expected to own approximately 14.6% of Victory Capital on a fully diluted, as-converted basis, with its voting interest limited to 4.9%. The balance of its economic interest will be held in Non-Voting Convertible Preferred stock. Genstar's entire position will be subject to a three-year lock-up period.

Genstar will be entitled to designate two directors to the Victory Capital Holdings Board of Directors, which will expand to 11 members upon closing. David Brown will continue to serve as CEO and Chairman of the Board.

The transaction remains subject to customary closing conditions, including certain regulatory approvals and client consents, and is expected to close by the end of the first quarter of 2027. The issuance of Victory Capital equity in connection with the transaction is subject to the approval of Victory Capital shareholders.

Victory Capital has secured fully committed financing for the transaction from BofA Securities and RBC Capital Markets, LLC. The financing is expected to comprise of a new $3.5 billion term loan B facility and approximately $950 million of new secured notes, together with an upsized $200 million revolving credit facility. The Company's existing term loan B is expected to remain in place.

PJT Partners is acting as lead financial advisor to Victory Capital and rendered a fairness opinion to its Board of Directors. RBC Capital Markets served as an additional financial advisor to Victory Capital. Willkie Farr & Gallagher LLP is acting as legal advisor to Victory Capital in connection with the transaction.

UBS Investment Bank is acting as lead financial advisor to First Eagle; BofA Securities served as an additional financial advisor to First Eagle. Ropes and Gray LLP is acting as legal advisor to First Eagle and Davis Polk & Wardwell LLP is acting as legal advisor to its management in connection with the transaction.

Webcast and Slide Presentation

Victory Capital will host a webcast at 8:00 a.m. ET today, during which David Brown, Chairman and Chief Executive Officer, and Michael Policarpo, President, Chief Financial Officer and Chief Administrative Officer, will deliver prepared remarks on the transaction. The webcast and the accompanying slide presentation will be available on the Events and Presentations page of the Company's investor relations website at https://ir.vcm.com, where a replay will be posted following the event. A fact sheet on First Eagle will be posted to the same location.

About Victory Capital

Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $348.8 billion in total client assets, as of July 31, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.

Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.

About First Eagle Investments

First Eagle Investments is an independent, privately owned investment management firm headquartered in New York with approximately $222 billion in assets under management as of July 31, 2026. Dedicated to providing prudent stewardship of client assets, the firm focuses on active, fundamental and benchmark-agnostic investing, with a strong emphasis on downside mitigation. With a heritage dating back to 1864, First Eagle strives to help clients avoid permanent impairment of capital and earn attractive returns through widely varied economic cycles. The firm's investment capabilities include equity, fixed income, alternative credit and multi-asset strategies.

About Genstar Capital

Genstar Capital (www.gencap.com) is a leading private equity firm that has been actively investing in high-quality companies for over 35 years. Based in San Francisco, Genstar works in partnership with its management teams and its network of strategic advisors to transform its portfolio companies into industry-leading businesses. Genstar currently has approximately $51 billion of assets under management and targets investments focused on targeted segments of the financial services, industrials, healthcare, and software industries.

Contacts

Investors:

Carly Thomas

Director, Investor Relations and Responsible Business

210-694-9658

[email protected]

Media:

Jessica Davila Burgess

Director of Global Communications

210-694-9693

[email protected]

First Eagle Investments

Pholida Barclay

212-698-3208

[email protected]

Genstar Capital

FGS Global

[email protected]